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 $405,826, compared to a net loss of $341,245 for the same period in 2024[112]. - For the six months ended June 30, 2025, the company had a net loss of $579,725, with formation and operating expenses totaling $621,457 and interest expense of $55,319, offset by income from investments of $97,051[200]. 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 increased to $8,268,951 as of June 30, 2025, compared to $7,547,084 as of December 31, 2024[14]. - Cash on hand decreased to $126 as of June 30, 2025, 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, down from $9,021,005 at the end of 2024[14]. - As of June 30, 2025, the Company reported a working deficit of $8,254,807, indicating significant liquidity challenges[65]. Business Combination and IPO - 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 Company has extended the deadline to consummate a business combination to July 11, 2024, with provisions for monthly extensions funded by the Sponsor[28]. - The total consideration for the merger with Semnur Pharmaceuticals is set at $2,500,000,000, with an exchange ratio of 250 million New Semnur Common Shares to be issued[51]. - The Company plans to redeem Public Shares if it fails to complete the business combination within the specified period, with a per-share price based on the Trust Account balance[42]. Compliance and Listing - The Company received a notice from Nasdaq regarding non-compliance with the MVLS Rule, requiring a minimum MVLS of $50 million for continued listing[78]. - The compliance period to regain Nasdaq listing compliance ended on June 30, 2025, with the Company failing to meet the required metrics[79]. - The Company’s securities were delisted from Nasdaq on April 16, 2025, and began trading on OTC markets the following day[80]. Financing and Loans - The outstanding amount under Working Capital Loans reached $1,574,970 as of June 30, 2025, reflecting reliance on financing from the Sponsor[69]. - The Company issued a Convertible Promissory Note to the Sponsor for up to $180,000, with an initial balance of $15,037[34]. - The Company issued a Convertible Promissory Note with an initial principal balance of $412,500 and additional loans totaling $1,000,000 were agreed upon by January 24, 2025[139]. Shareholder Actions - 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[31]. - Shareholders redeemed 3,785,992 public shares for approximately $43.4 million, resulting in a pro rata value of about $11.47 per share[183]. Tax and Regulatory Matters - The Cayman Islands is the company's only major tax jurisdiction, with no taxation imposed on income for the six months ended June 30, 2025[121]. - The company had no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025[118]. Operational Status - The company has not commenced any operations as of June 30, 2025, and is focused on identifying a target company for a business combination[25]. - The Company anticipates using funds in the Trust Account primarily for completing a Business Combination and financing operations of the target business[63].
Denali Capital Acquisition Corp.(DECAU) - 2025 Q2 - Quarterly Report