M&A - Denali Capital Acquisition Corp.

Form Type: 10-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025027319

Filing Summary: Denali Capital Acquisition Corp. reported its annual results for the fiscal year ended December 31, 2024. The company is categorized as a shell company as it has no operations other than its proposed business combination with Semnur Pharmaceuticals, Inc. Denali's strategy involves merging with an appropriate target company in sectors including technology, hospitality, or consumer services. The fiscal report highlights significant developments towards a merger with Semnur, ongoing preparations, and legal compliance measures leading up to this event. In January and October 2023, shareholders approved extensions for the merger process originally set for completion in October 2023 and later extended to July 2024. Following redemption activities, the Trust Account balance reduced significantly after shareholders redeemed a portion of their shares. On June 26, 2024, Denali terminated a prior merger agreement with Longevity Biomedical and transferred focus towards its potential merger with Semnur, which was announced in July 2024 and detailed further in its filings including a recently submitted proxy statement. The merger structure entails a transformation into a Delaware corporation and subsequent operations under the Semnur name, aiming to leverage additional capital and market visibility for operational growth. Current details also suggest plans to further extend the merger deadline to December 2025 if necessary, underpinned by financial components managed through the Trust Account.

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Form Type: DEF 14A

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000101376225003461

Filing Summary: Denali Capital Acquisition Corp. is convening an extraordinary general meeting of shareholders on April 10, 2025, to consider two main proposals: the Extension Amendment Proposal and the Adjournment Proposal. The Extension Amendment Proposal seeks to extend the deadline for completing a merger or business combination from April 11, 2025, to December 11, 2025. This extension allows for additional time to finalize an initial business combination, which may include a merger with Semnur Pharmaceuticals, Inc. The proposal also entails the conditions under which the extension can be executed, including the requirement for the Sponsor to deposit $0.02 per outstanding public share into a trust account for each one-month extension. The Adjournment Proposal allows for further solicitation of votes if the requisite number of votes for the Extension Amendment is not met. Additionally, holders of Class A ordinary shares may opt to redeem their shares for cash based on the trust account balance, with a redemption price estimated at approximately $12.13 per share. The document highlights the risks of not obtaining the extension, which could lead to liquidation of the company, and explains the voting and redemption process for shareholders. Lastly, the document includes specific instructions on exercising redemption rights and notes that approval of the proposals necessitates certain majority voting conditions.

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Form Type: PRE 14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025025610

Filing Summary: Denali Capital Acquisition Corp. is seeking shareholder approval in an extraordinary general meeting for two main proposals: (1) the Extension Amendment Proposal, which aims to extend the deadline for the company to complete a business combination from April 11, 2025, to December 11, 2025, allowing for monthly extensions thereafter, and (2) the Adjournment Proposal, which would permit further solicitation of proxies if needed. The extension is deemed necessary by the Board to facilitate a merger with Semnur Pharmaceuticals, Inc., as outlined in their previous merger agreement. If the proposals are approved, shareholders will retain rights to redeem their shares at a predetermined price based on trust account valuations. The document emphasizes that if the merger is not completed by the deadline, liquidation will follow, involving redemption of public shares from the trust account.

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