Financial Performance - The company reported a net loss of $194,603 for the three months ended March 31, 2025, compared to a net income of $264,330 for the same period in 2024, indicating a significant decline in performance[15]. - The basic and diluted net loss per non-redeemable ordinary share was $(0.10) for the three months ended March 31, 2025, compared to $(0.08) for the same period in 2024, showing a deterioration in per-share performance[15]. - For the three months ended March 31, 2025, the net loss was $194,603, compared to a net income of $264,330 for the same period in 2024[162]. - Total formation and operating costs decreased to $246,600 for the three months ended March 31, 2025, from $368,252 in the same period of 2024, representing a reduction of approximately 33%[162]. - Interest earned on investments held in the Trust Account was $78,971 for the three months ended March 31, 2025, down from $653,885 in the same period of 2024, a decline of approximately 88%[162]. Assets and Liabilities - As of March 31, 2025, total assets amounted to $9,147,903, a slight increase from $9,037,873 as of December 31, 2024, reflecting a growth of approximately 1.22%[13]. - Total current liabilities increased to $7,851,717 as of March 31, 2025, up from $7,547,084 as of December 31, 2024, representing an increase of about 4.03%[13]. - The company had a total shareholders' deficit of $(10,736,481) as of March 31, 2025, compared to $(10,417,716) as of December 31, 2024, reflecting an increase in deficit of about 3.06%[13]. - The Company had a working deficit of $7,848,981 as of March 31, 2025[62]. - The outstanding amount under Working Capital Loans reached $1,408,200 for Convertible Promissory Note 1 and $115,037 for Convertible Promissory Note 2 as of March 31, 2025[65]. IPO and Trust Account - The company completed its IPO on April 11, 2022, raising gross proceeds of $82,500,000 from the sale of 8,250,000 units at $10.00 per unit[25]. - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022, and has since made additional deposits to extend the business combination deadline[26]. - As of March 31, 2025, the Trust Account holds $9,145,167 solely in cash in an interest-bearing demand deposit account[59]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[200]. - The Company plans to use funds in the Trust Account to complete the Business Combination and for working capital to finance operations of the target business[59]. Business Combination and Targets - The company has identified Semnur Pharmaceuticals, Inc. as a potential target for a business combination[23]. - The total consideration for the merger with Semnur Pharmaceuticals, Inc. is $2,500,000,000, payable in New Semnur Common Shares[49]. - The Company extended the deadline for consummating a business combination from October 11, 2023, to July 11, 2024, with potential monthly extensions[26]. - The Company has extended the combination period through December 11, 2025, as per the amendment to the Merger Agreement with Semnur[50]. - The Company will cease operations and redeem public shares if it fails to complete a business combination within the specified time frame[40]. Shareholder Activity - On October 11, 2023, shareholders redeemed approximately $40.5 million (about $10.92 per share) from the Trust Account, leaving 4,537,829 public shares outstanding[29]. - On July 10, 2024, shareholders redeemed approximately $43.4 million (about $11.47 per share) from the Trust Account, resulting in 751,837 public shares outstanding[31]. - On April 11, 2025, shareholders redeemed 708,098 public shares for approximately $8.6 million, resulting in a pro rata payment of about $12.17 per share[164]. - Following redemptions, the Company had 43,739 public shares outstanding as of April 11, 2025[164]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq on October 2, 2024, indicating non-compliance with the MVLS Rule and Total Assets Rule, requiring a minimum MVLS of $50 million[76]. - The Company was unable to regain compliance with Nasdaq Listing Rules by March 31, 2025, leading to the delisting of its securities on April 16, 2025[78]. - The Company entered into an amendment to the Merger Agreement on April 16, 2025, extending the timeframe to complete a business combination through December 11, 2025[79]. Future Outlook and Concerns - Management believes the Company will not have sufficient working capital to meet its needs through the consummation of the initial Business Combination[72]. - The Company has raised concerns regarding its ability to continue as a going concern through December 11, 2025, if a Business Combination is not consummated[73]. - The Company may need additional financing to complete the business combination or due to obligations to redeem public shares, which may involve issuing additional securities or incurring debt[208].
Denali Capital Acquisition (DECA) - 2025 Q1 - Quarterly Report