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 earnings per share[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]. - The Company had a working deficit of $7,848,981 as of March 31, 2025[62]. - 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, a significant decrease from $653,885 in the same period of 2024[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, indicating an increase in deficit of about 3.06%[13]. - As of March 31, 2025, the Trust Account held $9,145,167 solely in cash, intended for the Business Combination[59]. - As of March 31, 2025, the Company had cash of $2,736 outside of the Trust Account[60]. IPO and Business Combination - The company completed its IPO on April 11, 2022, raising gross proceeds of $82,500,000 from the sale of 8,250,000 units[25]. - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022[26]. - The Company has identified Semnur Pharmaceuticals, Inc. as a potential target for a business combination[23]. - The Company plans to extend the deadline for consummating a business combination from April 11, 2025, to December 11, 2025, with provisions for monthly extensions[34]. - The Company entered into a new Merger Agreement with Semnur Pharmaceuticals on August 30, 2024, with a total consideration of $2,500,000,000[48][49]. - The Merger Agreement stipulates that Semnur's equity value is set at $2,500,000,000, with shares converted based on an Exchange Ratio[183]. Shareholder Actions and Redemptions - 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]. - As of July 10, 2024, shareholders redeemed approximately $43.4 million (about $11.47 per share) from the Trust Account, resulting in 751,837 public shares remaining[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 notified on April 2, 2025, that it had not regained compliance with Nasdaq Listing Rules and faced delisting[78]. - 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[172]. Financing and Debt - The Company issued a convertible promissory note totaling up to $180,000 to the Sponsor on July 10, 2024, with an initial balance of $15,037[32]. - 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]. - The Company has accrued interest expense of $91,764 related to the Working Capital Loans as of March 31, 2025[136]. - The outstanding principal balance of the convertible promissory note held by FutureTech was $1,275,000 as of March 31, 2025[191]. Future Outlook and Concerns - 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[72]. - Management believes there may not be sufficient working capital to meet needs through the consummation of the initial business combination[206]. - The Company may need to obtain additional financing to complete the business combination or due to obligations to redeem public shares[208].
Denali Capital Acquisition Corp.(DECAU) - 2025 Q1 - Quarterly Report