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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):
July 22, 2025
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 |
|
DNQUF |
|
Pink Current |
| Class A ordinary shares, par value $0.0001 per share |
|
DNQAF |
|
OTCQB |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DNQWF |
|
OTCQB |
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 1.01 Entry into a Material Definitive
Agreement.
Amendment to Merger Agreement
As previously disclosed by Denali Capital Acquisition
Corp. (the “Company” or “Denali” or “Parent”), Semnur Pharmaceuticals, Inc. (“Semnur”),
a Delaware corporation and wholly owned subsidiary of Scilex Holding Company (“Sciex”), entered into an agreement and plan
of merger, dated as of August 30, 2024 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated April 16, 2025,
the “Merger Agreement”), with the Company and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of
the Company (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into Semnur with Semnur
surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The Merger and the other transactions contemplated
by the Merger Agreement are hereinafter referred to as the “Business Combination”. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in Amendment No. 2 (as defined below) and the Merger Agreement.
On July 22, 2025, the Company entered
into Amendment No. 2 to the Merger Agreement with Semnur and Merger Sub (“Amendment No. 2”). Amendment No. 2
amends the Merger Agreement to, among other things, modify the definitions of the “Exchange Ratio” and “Merger Consideration”
to facilitate the issuance of additional shares of common stock of Semnur prior to the closing of the Business Combination in connection
with any potential private placement financing or for issuance to advisors and other service providers for services rendered and maintain
the 1.25-to-1 exchange ratio.
The foregoing description of Amendment
No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is filed
with this Current Report on Form 8-K as Exhibit 2.1 hereto and is incorporated herein by reference.
Additional Information
In connection with the Business
Combination, Denali filed with the SEC a Registration Statement on Form S-4 (the “Denali Registration Statement”),
which includes a preliminary prospectus and preliminary proxy statement. Denali will mail a definitive proxy statement/final prospectus
and other relevant documents to its shareholders. This communication is not a substitute for the Denali Registration Statement, the definitive
proxy statement/final prospectus or any other document that Denali will send to its shareholders in connection with the Business Combination. Investors
and security holders of Denali are advised to read the proxy statement/prospectus in connection with Denali’s solicitation of proxies
for its extraordinary general meeting of shareholders to be held to approve the Business Combination (and related matters) because the
proxy statement/prospectus contains important information about the Business Combination and the parties to the Business Combination. The
definitive proxy statement/final prospectus will be mailed to shareholders of Denali as of a record date to be established for voting
on the Business Combination. Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available,
at the SEC’s website www.sec.gov or by directing a request to: 437 Madison Avenue, 27th Floor, New York, New York
10022.
Participants in the Solicitation
Denali, Semnur and their
respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Denali’s shareholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of Denali’s directors
and officers in Denali’s filings with the SEC, including the Denali Registration Statement, which includes the proxy statement of
Denali for the Business Combination, and such information and names of Semnur’s directors and executive officers are also included
in the Denali Registration Statement, which includes the proxy statement of Denali for the Business Combination.
Forward-Looking Statements
This Report includes forward
looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may
be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook”
or variations of such words or by expressions of similar meaning. These forward-looking statements include, but are not limited to, statements
regarding future events, the Business Combination between Semnur and Denali, the estimated or anticipated future results and benefits
of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate
the Business Combination, future opportunities for the combined company, and other statements that are not historical facts. These statements
are based on the current expectations of management of Denali and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Denali. These statements are
subject to a number of risks and uncertainties regarding Denali’s businesses and the Business Combination, and actual results may
differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions;
the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that may be instituted against the parties
following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business
transaction that could interfere with the Business Combination; the risk that the approval of the stockholders of Semnur or the shareholders
of Denali for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including
as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Semnur or Denali; the
risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business
Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption
requests made by Denali’s shareholders; the inability to obtain or maintain the listing of the post-acquisition company’s
securities on Nasdaq or OTC Markets following the Business Combination; and costs related to the Business Combination. There may be additional
risks that Denali presently does not know or that Denali currently believes are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition, forward-looking statements provide Denali’s expectations, plans
or forecasts of future events and views as of the date of this communication. Denali anticipates that subsequent events and developments
will cause such assessments to change. However, while Denali may elect to update these forward-looking statements at some point in the
future, Denali specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing
Denali’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Disclaimer
This communication is for
informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities
or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
Amendment No. 2 to Agreement and Plan of Merger, dated as of July 22, 2025, by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc. and Semnur Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 to Scilex’s Current Report on Form 8-K filed with the SEC on July 23, 2025). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 28, 2025 |
By: |
/s/ Lei Huang |
| |
Name: |
Lei Huang |
| |
Title: |
Chief Executive Officer |
