Denali Capital (DECAU) Notifies SEC of Late 10-Q; No Material Change Expected

Rhea-AI Filing Summary

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.

Positive

• Company will file the 10-Q within the 15-calendar-day extension allowed under Rule 12b-25
• All other periodic reports for the prior 12 months have been filed, reducing concerns about broader filing lapses
• Signed by the CEO, Lei Huang, indicating executive-level acknowledgment of the delay

Negative

• Quarterly report for period ended June 30, 2025 was not filed on time
• Contact telephone number is not provided in the notification, limiting direct investor or regulator outreach

Insights

Securities Analyst

TL;DR: Routine late-filing notice; company expects to submit the 10-Q within the allowed 15-day extension.

The NT 10-Q is a procedural disclosure under Rule 12b-25 indicating a delayed quarterly filing for the period ended June 30, 2025. The company has confirmed that all other periodic reports over the prior 12 months were filed, which reduces regulatory concern about broader filing non-compliance. The assertion that no significant change in operating results is expected suggests the delay is administrative rather than driven by material undisclosed developments. Impact on investors is limited unless the eventual 10-Q reveals adverse items.

Corporate Governance Expert

TL;DR: Governance disclosure is compliant but sparse; signature by the CEO is provided, contact details are incomplete.

The notice meets the basic Rule 12b-25 requirements by stating the reason for delay and the intent to file within 15 days, and it is signed by the CEO, which demonstrates executive-level acknowledgement. The form does not include a named contact telephone number, leaving a minor gap in investor relations transparency. No indication of leadership changes or material governance events is present in the content provided.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN
	☐ Form N-CSR
	For Period Ended: June 30, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Denali Capital Acquisition Corp.

Full Name of Registrant

N/A

Former Name if Applicable

437 Madison Avenue, 27th Floor

Address of Principal Executive Office (Street and Number)

New York, New York 10022

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Denali Capital Acquisition Corp. (the “Registrant”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) within the prescribed filing date of August 14, 2025, due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report for the quarter ended June 30, 2025, to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Lei Huang		646		978-5180
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒

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Denali Capital Acquisition Corp.

(Name of registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025	By:	/s/ Lei Huang
	Name:	Lei Huang
	Title:	Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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FAQ

Why did Denali Capital Acquisition Corp. (DECAU) file an NT 10-Q?

The company filed an NT 10-Q to notify the SEC that its quarterly report for the period ended June 30, 2025 was not filed on time and to state its intent to file within the permitted extension.

When does DECAU expect to file the delayed 10-Q?

The notice indicates the company will file the subject report on or before the fifteenth calendar day

Does the NT 10-Q indicate material changes in DECAU's results of operations?

The form states it is not anticipated that any significant change in results of operations

Has DECAU filed its other required periodic reports?

Yes. The notice indicates that all other periodic reports required in the prior 12 months have been filed

Who signed the NT 10-Q for DECAU?

The notice is dated August 14, 2025 and is signed by Lei Huang, Chief Executive Officer.