Financial Performance - The company reported a net loss of $579,725 for the six months ended June 30, 2025, compared to a net income of $713,242 for the same period in 2024[17]. - Basic and diluted net loss per non-redeemable ordinary share was $(0.24) for the six months ended June 30, 2025, compared to $(0.12) for the same period in 2024[17]. - For the three months ended June 30, 2025, the company reported a net loss of $385,122, compared to a net income of $448,912 for the same period in 2024, indicating a significant decline in performance[112]. - The net loss including accretion of temporary equity for the six months ended June 30, 2025, was $724,591, compared to $880,800 for the same period in 2024, showing a decrease in losses year-over-year[112]. - For the three months ended June 30, 2025, the company reported a net loss of $385,122, primarily due to formation and operating expenses of $374,857 and interest expense of $28,345, partially offset by income of $18,080 from investments held in the Trust Account[198]. - For the six months ended June 30, 2025, net cash used in operating activities was $(183,512) for the six months ended June 30, 2025, compared to $(488,664) in the prior year[21]. Assets and Liabilities - As of June 30, 2025, total assets amounted to $562,462, a significant decrease from $9,037,873 as of December 31, 2024[14]. - Total current liabilities rose to $8,268,951 as of June 30, 2025, compared to $7,547,084 at the end of 2024[14]. - Cash on hand decreased to $126 as of June 30, 2025, down from $16,868 at the end of 2024[14]. - The company had cash and investments held in trust of $548,318 as of June 30, 2025, a decrease from $9,021,005 as of December 31, 2024[14]. - As of June 30, 2025, the Company had a working deficit of $8,254,807, and may require Working Capital Loans from the Sponsor or affiliates to fund deficiencies[65]. - The outstanding amount under Working Capital Loans reached $1,408,200, exceeding the limit of $1,200,000[67]. Business Combination and IPO - Denali Capital Acquisition Corp. is in the process of a proposed business combination with Semnur Pharmaceuticals, Inc[25]. - The Company raised gross proceeds of $82.5 million from the IPO by selling 8,250,000 Public Units at $10.00 each, with each unit consisting of one Class A ordinary share and one redeemable warrant[27]. - Following the IPO, a total of $84.15 million of net proceeds was deposited into a Trust Account, which is invested in U.S. government securities or money market funds[28]. - The total consideration for the merger with Semnur Pharmaceuticals is set at $2,500,000,000, with an exchange ratio of $10.00 per share[51]. - The merger agreement includes provisions for the conversion of Semnur's common and preferred stock into New Semnur Common Shares and New Semnur Preferred Shares[51]. - The Company plans to extend the date for consummating a business combination from April 11, 2025, to December 11, 2025, with provisions for monthly extensions[36]. Shareholder Actions and Compliance - As of 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[31]. - In connection with the extraordinary general meeting 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[33]. - The Company received a notice from Nasdaq regarding non-compliance with the MVLS Rule, requiring a minimum MVLS of $50 million[78]. - The Company did not appeal Nasdaq's delisting determination and was delisted on April 16, 2025, with trading commencing on OTC markets the following day[80]. Financial Instruments and Tax Position - The Company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000[108]. - The Company had no unrecognized tax benefits or amounts accrued for interest and penalties, indicating a clean tax position[118]. - The company has determined that the Cayman Islands is its only major tax jurisdiction, with no income tax imposed for the six months ended June 30, 2025[121]. - The Company has not recognized any stock-based compensation expense related to founder shares as a Business Combination is not considered probable until it occurs[133]. Notes and Agreements - The Company issued a Convertible Promissory Note to the Sponsor for up to $180,000, with an initial principal balance of $15,037, to support business combination efforts[34]. - The Company entered into Amendment No. 1 to the Merger Agreement, extending the timeframe to complete a business combination through December 11, 2025[81]. - The Company will enter into an amended and restated registration rights agreement with Scilex at or prior to the closing of the merger[59]. - The Company has established certain transfer restrictions on the founder shares prior to the initial business combination[44].
Denali Capital Acquisition (DECA) - 2025 Q2 - Quarterly Report