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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 11, 2024

 

DENALI CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41351   98-1659463
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

437 Madison Avenue
27th Floor
New York, New York		   10022
(Address of principal executive offices)   (Zip Code)

  

Registrant’s telephone number, including area code: (646) 978-5180

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant   DECAU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   DECA   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   DECAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01. Other Events.

 

On November 11, 2024, Denali Capital Acquisition Corp. issued a press release announcing that it deposited $15,036.74 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of November 11, 2024 to December 11, 2024, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated November 11, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DENALI CAPITAL ACQUISITION CORP.
     
Date: November 12, 2024 By: /s/ Lei Huang
  Name:  Lei Huang
  Title: Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

Denali Capital Acquisition Corp. Announces Extension of Deadline to Complete Business Combination

 

NEW YORK, NEW YORK, Nov. 11, 2024 (GLOBE NEWSWIRE) -- Denali Capital Acquisition Corp. (NASDAQ: DECA) (the “Company”) announced today that it has deposited into the Company’s trust account (the “Trust Account”) an aggregate of $15,063.74 to fund the one-month extension from November 11, 2024, to December 11, 2024. This deposit was funded via a convertible promissory note with a principal amount of up to $180,000 issued by the Company to Scilex Holding Company (Nasdaq: SCLX, “Scilex”), which bears no interest and is repayable on the earlier of the effective date of the consummation of the Company’s initial business combination or the date of the liquidation of the Company. Upon the closing of a business combination, the note is convertible, at Scilex’s discretion, into the Company’s Class A ordinary shares at a conversion price of $10.00 per share. Any future drawdowns of the remaining $119,772.04 principal amount available under the convertible promissory note are expected to fund future one-month extensions as necessary to provide additional time for the Company to complete a business combination.

 

About the Company

 

Denali Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.

 

Forward-Looking Statements

 

This press release includes forward looking statements that involve risks and uncertainties. Forward-looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

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Entity Address, Address Line One 437 Madison Avenue
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Units, each consisting of one Class A ordinary share and one redeemable warrant  
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one redeemable warrant
Trading Symbol DECAU
Security Exchange Name NASDAQ
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Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol DECA
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Trading Symbol DECAW
Security Exchange Name NASDAQ
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