Financial Performance - Net loss for the three months ended September 30, 2024, was $40,861 compared to a net income of $630,586 for the same period in 2023[15]. - Loss from operations for the nine months ended September 30, 2024, was $749,389, down from $2,991,344 in the same period of 2023, indicating a significant reduction in operational losses[15]. - For the nine months ended September 30, 2024, the net income was $672,381, a significant increase from $79,193 for the same period in 2023, representing a growth of approximately 748%[23]. - The basic and diluted net loss per non-redeemable ordinary share improved from $(0.12) in Q3 2023 to $(0.08) in Q3 2024[15]. - The basic and diluted net income per share for the three months ended September 30, 2024, was $0.14, compared to a net loss of $(0.08) for the same period in 2023[115]. - The net loss for the nine months ended September 30, 2023, was $1,345,643, compared to a net income of $672,381 for the same period in 2022[113]. Assets and Liabilities - Total current assets decreased from $209,440,000 as of December 31, 2023, to $35,428,000 as of September 30, 2024, representing a decline of approximately 83.1%[13]. - Total assets decreased from $50,687,403 to $8,924,547, a reduction of about 82.4%[13]. - Cash and investments held in the Trust Account decreased from $50,477,963 to $8,889,119, a decline of approximately 82.4%[13]. - Total liabilities increased from $8,491,479 to $9,481,571, an increase of about 11.7%[13]. - Accumulated deficit increased from $(8,282,297) as of December 31, 2023, to $(9,446,400) as of September 30, 2024, reflecting a worsening financial position[13]. Cash Flow - Net cash used in operating activities for the nine months ended September 30, 2024, was $(655,877), compared to $(473,787) for the same period in 2023, indicating a decline in cash flow from operations[23]. - The company provided $43,425,328 in cash from investing activities during the nine months ended September 30, 2024, compared to $(825,000) in the same period of 2023, showing a positive shift in investment cash flow[23]. - The total cash at the end of the period was $14,287, up from $13,460 at the end of September 30, 2023[23]. Business Combination and Agreements - The company extended the deadline to consummate a business combination from October 11, 2023, to July 11, 2024, with additional deposits of $150,000 into the Trust Account[29]. - The Company entered into a Merger Agreement with Semnur Pharmaceuticals, with a total consideration of $2,500,000,000 to be paid at Closing[53]. - The Company intends to seek alternative ways to consummate an initial business combination following the termination of the Longevity Merger Agreement[50]. - The Company plans to apply substantially all net proceeds from the IPO toward consummating a business combination, which must involve businesses with a fair market value of at least 80% of the Trust Account assets[41]. - The Company has a deadline of April 11, 2025, to complete a Business Combination, or it will cease operations except for winding up[75]. Shareholder Information - As of September 30, 2024, the company had 4,537,829 public shares outstanding after redemptions, down from 3,712,171 public shares redeemed for approximately $40.5 million[32]. - The Company will allow Public Shareholders to redeem their shares at a price of approximately $10.20 per Public Unit prior to the initial Business Combination[42]. - A shareholder meeting on October 11, 2023, approved the elimination of the limitation on redeeming Public Shares that would cause net tangible assets to fall below $5,000,001[42]. - The Company’s Class A ordinary shares subject to possible redemption decreased from 4,537,829 shares on December 31, 2023, to 751,837 shares on September 30, 2024[105]. - Shareholders redeemed 3,785,992 public shares for approximately $43.4 million, resulting in about $11.47 per share being removed from the Trust Account[190]. Financing and Debt - The company issued a convertible promissory note totaling $180,000 to the Sponsor, with an initial balance of $15,036.74, to support its operations[35]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees[61]. - As of September 30, 2024, the Company had $1,308,200 outstanding under Working Capital Loans in the form of Convertible Promissory Notes issued to the Sponsor[69]. - The principal amount of the Sponsor's convertible promissory notes increased to $1,323,237 due to an aggregate loan of $480,737 during the nine months ended September 30, 2024[202]. Compliance and Regulatory Matters - The Company received a notification from Nasdaq on February 22, 2024, indicating that its Minimum Value of Listed Securities (MVLS) was below the required $50 million for 30 consecutive business days[78]. - The Company has until August 20, 2024, to regain compliance with the MVLS requirement by closing at or above $50 million for a minimum of ten consecutive business days[78]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[84]. Operational Status - The company has not commenced any operations as of September 30, 2024, and does not expect to generate operating revenues until after completing a business combination[26]. - The Company has incurred increased expenses due to being a public company, including legal and financial reporting costs[204]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[204].
Denali Capital Acquisition Corp.(DECAU) - 2024 Q3 - Quarterly Report