Summary of Denali Capital Acquisition Corp.

Business Overview

• Type: Blank check company (special purpose acquisition company - SPAC)
• Jurisdiction: Incorporated as an exempted company in the Cayman Islands
• Purpose: To effectuate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more target companies (referred to as initial business combination)
• Operations: No operational activities or revenue to date; classified as a shell company with nominal assets almost entirely of cash

Business Strategy

• Focus Sectors: Technology, hospitality, consumer services
• Approach:
  • Identify and complete a business combination with a target company within these sectors
  • Leverage a broad and deep relationship network, industry experience, and deal sourcing abilities
  • Target companies with attractive long-term growth potential, strong core products, and experienced management
  • Consider regulatory risks and development stages of target industries
• Criteria for Targets:
  • Fundamentally sound but underperforming or undervalued
  • At inflection point for growth or operational improvement
  • Can benefit from management’s operational strategies and market visibility
  • Offer attractive returns relative to risks

Capital Raising & Funds

• IPO Details:
  • Date: April 11, 2022
  • Units Sold: 8,250,000 units (including partial over-allotment exercise)
  • Price per Unit: $10.00
  • Gross Proceeds: $82,500,000
  • Composition: Each Unit includes one Class A ordinary share and one redeemable warrant
• Private Placement:
  • Units Purchased: 510,000 private units (including 30,000 from over-allotment exercise)
  • Price: $10.00 per private unit
  • Gross Proceeds: $5,100,000
  • Warrants: Private placement warrants are similar to public warrants but with transfer restrictions until post-business combination
• Trust Account:
  • Amount Deposited: $84,150,000 from IPO and Private Placement
  • Trustee: Wilmington Trust, National Association

Recent Activities & Events

• Business Combinations & Negotiations:
  • Entered into an agreement with Longevity Biomedical, Inc. (terminated in June 2024)
  • Entered into a merger agreement with Semnur, a subsidiary of Scilex Holding Company, to acquire Semnur
  • The proposed transaction includes changing jurisdiction to Delaware, with Semnur as the surviving entity
  • The transaction is designed to make Semnur a publicly traded company under the name "Semnur Pharmaceuticals, Inc."
• Shareholder Approvals & Extensions:
  • Purple-redemption rights exercised by shareholders in connection with extensions
  • Multiple extensions have been approved to allow more time for completing a business combination, with redemptions reducing trust assets
• Current Status:
  • The Merger Agreement with Semnur was terminated in June 2024
  • Filed withdrawal of registration statement related to the transaction
  • Ongoing efforts include a new potential business combination with Semnur, with filings and shareholder meetings ongoing
• Offices: Located at 437 Madison Avenue, New York, NY; facilities considered adequate for current operations
• Employees: Two executive officers, without full-time staff prior to completing any business combination
• Financials:
  • No revenue, earnings, or operational income reported
  • No specific number of customers or assets disclosed

Key Financial and Operational Details

• Number of Employees: 2 executive officers
• Revenue & Income: None to date
• Customer Data: Not applicable
• Assets: Nominal assets, primarily cash in trust
• Liquidation & Future Plans:
  • If no business combination is completed by the deadline, the company will liquidate and dissolve
  • Shareholders have redemption rights, with amounts dependent on trust assets at the time of liquidation

Note: The company's focus is on identifying a suitable target for business combination rather than operating a business or generating revenue at this stage.