Welcome to our dedicated page for Denali Cap Acqsn SEC filings (Ticker: DECAU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Denali Capital Acquisition Corp. (historically linked to the Nasdaq unit symbol DECAU) files a range of documents with the U.S. Securities and Exchange Commission that outline its structure and progress as a blank check company. These SEC filings are central for understanding its units, Class A ordinary shares, warrants, listing status, and efforts to complete a business combination.
Among the key filings are Form 8-K current reports, which describe material events such as deposits into the company’s trust account to extend the deadline for consummating a business combination by one month at a time. Other Form 8-K filings provide detail on the agreement and plan of merger involving Denali Capital Acquisition Corp., Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc., including amendments that adjust definitions of the exchange ratio and merger consideration while maintaining a 1.25-to-1 exchange ratio.
A Form 25 filed by Nasdaq Stock Market LLC serves as the notification of removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934 for Denali Capital Acquisition Corp.’s Class A ordinary shares, units, and warrants. This document confirms that the securities were removed from listing on Nasdaq, while later Form 8-K filings indicate that the units, shares, and warrants trade on OTC markets under the symbols DNQUF, DNQAF, and DNQWF.
The company has also submitted a Form 12b-25 (Notification of Late Filing) explaining a delay in filing a Quarterly Report on Form 10-Q due to the time required to complete financial statements and disclosures, and stating that it expected to file within the permitted extension period. Together, these filings provide a detailed regulatory record of Denali Capital Acquisition Corp.’s capital structure, listing changes, deadline extensions, and proposed business combination, and they can be reviewed alongside AI-powered summaries that clarify the significance of each document.
Denali Capital Acquisition Corp. completed an $82.5 million initial public offering of 8,250,000 public units and a concurrent private placement of 510,000 units for $5.1 million, depositing approximately $84.15 million into a trust account that was invested in short-term U.S. government securities or money market funds. Significant redemptions reduced public shares outstanding, with approximately $40.5 million removed (3,712,171 shares) and later approximately $43.4 million removed (3,785,992 shares), leaving 751,837 public shares outstanding at one point and later 43,739 public shares outstanding as of June 30, 2025.
The company repeatedly extended its deadline to consummate an initial business combination by funding the trust with sponsor and third-party convertible promissory note draws and extensions, and recorded working capital loans and convertible notes from the Sponsor, FutureTech, Scilex and others with aggregate outstanding balances disclosed (for example, $1,574,970 outstanding under sponsor loans and $1,275,000 outstanding to FutureTech as of June 30, 2025). The filing discloses a proposed business combination with Semnur Pharmaceuticals with Semnur equity value stated at $2,500,000,000, and notes the company was delisted from Nasdaq on April 16, 2025 and began OTC trading on April 17, 2025.
Meteora Capital, LLC and its managing member Vik Mittal filed a Schedule 13G/A stating they do not beneficially own any shares of Denali Capital Acquisition Corp.'s Class A common stock (CUSIP G6256B106). The filing identifies Meteora as an investment adviser organized in Delaware that manages certain funds and accounts (the Meteora Funds) but reports zero shares, zero voting power, and 0% of the class. The document certifies the securities are held (or not held) in the ordinary course of business and not to influence control of the issuer.
Denali Capital Acquisition Corp. submitted a Form NT 10-Q notifying the SEC it did not file its quarterly report for the period ended June 30, 2025 on time. The company checked the box stating it will file the subject report within the 15-calendar-day extension permitted under Rule 12b-25. The form indicates all other required periodic reports for the prior 12 months have been filed, and the company does not anticipate a significant change in results of operations compared with the prior period. The notice is dated August 14, 2025 and is signed by Lei Huang, Chief Executive Officer. The registrant's principal executive office address is listed as 437 Madison Avenue, 27th Floor, New York, NY 10022.
Denali Capital Acquisition Corp. proposes to domesticize from the Cayman Islands to Delaware and complete a business combination with Semnur Pharmaceuticals ("Semnur"). Under the Merger Agreement, Semnur will become a wholly owned subsidiary of Denali and Denali will be renamed Semnur Pharmaceuticals, Inc. The merger consideration is stated as an aggregate $2.5 billion in newly issued shares of the combined company, determined by CB Capital's valuation opinion. Following closing, Scilex (Semnur's parent) will directly hold approximately 83.8% of common stock and 2.5% of Series A preferred stock, representing 86.3% of voting power. The filing registers 292,476,239 common shares, 524,622 units, 6,000,000 Series A preferred shares and 8,760,000 warrants. A shareholder meeting is set for September 3, 2025. Denali was delisted from Nasdaq and currently trades on the OTC Markets; a Nasdaq listing application for New Semnur is pending but not assured. The proxy discloses sponsor interests, related party transactions and estimated transaction reimbursements of approximately $10.5 million.
This joint Schedule 13G/A is filed on behalf of TD Securities (USA) LLC, Cowen Financial Products LLC, Toronto Dominion Holdings (U.S.A.), Inc., TD Group US Holdings LLC and The Toronto-Dominion Bank reporting their position in Denali Capital Acquisition Corp.
The filers state they beneficially own 0 Class A ordinary shares (CUSIP G6256B106), representing 0% of the class, and attach a joint filing agreement and a certification that the securities were not acquired to influence control.
Denali Capital Acquisition Corp. reported that it deposited $874.78 into its Trust Account to extend the period to consummate a business combination by one month, moving the deadline from August 11, 2025 to September 11, 2025. The disclosure appears under Item 8.01 (Other Events) and the filing also references an Inline XBRL cover page exhibit.
The filing lists the registrant's registered securities (Units: DNQUF; Class A shares: DNQAF; Warrants: DNQWF) and is signed by Chief Executive Officer Lei Huang. The deposit is presented as the action taken to extend the SPAC's contractual combination deadline by one month.
Amendment No. 6 to the Form S-4 is an exhibits-only filing that updates Exhibit 107 and does not change the proxy statement/prospectus substantive disclosures. The filing confirms that Denali Capital Acquisition Corp. intends to effect a domestication from the Cayman Islands to Delaware and, in connection with the Business Combination, change its corporate name to Semnur Pharmaceuticals, Inc. The Registration Statement treats the continuing entity as the Company following the Domestication and Business Combination.
Item 21 lists exhibits and schedules including the Agreement and Plan of Merger and its amendments, forms of certificates of domestication and incorporation, registration and stockholder agreements, multiple convertible promissory notes, a 2024 Semnur stock option plan, a fairness opinion by CB Capital Partners, and consents from counsel and auditors. Certain exhibits are omitted or redacted under Regulation S-K and Item 601(b)(10), with the registrant agreeing to furnish omitted materials to the SEC upon request.
Denali Capital Acquisition Corp. proposes a business combination with Semnur Pharmaceuticals that would domesticize Denali to Delaware and rename it Semnur Pharmaceuticals, Inc. The merger consideration is equity with an aggregate value of $2.5 billion as of the Merger Agreement date, supported by a fairness opinion from CB Capital. The filing registers 292,476,239 New Semnur common shares, 524,622 units, 6,000,000 Series A preferred shares and 8,760,000 warrants to be issued in the transaction.
The transaction would leave Scilex as the controlling stockholder: approximately 83.8% of common stock and 2.5% (6,000,000) preferred, giving it about 86.3% voting power. Denali public shareholders would retain under 0.1% ownership in a no-redemption scenario, and significant dilution is possible from outstanding and potential warrants and options (including a referenced 50,000,000 potential options). Denali was delisted from Nasdaq on April 16, 2025 and currently trades on the OTC Markets; a Nasdaq listing application for New Semnur is pending but not assured. Related-party arrangements and reimbursements to Sponsor total an estimated $10.5 million of transaction and loan obligations.
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