DECAU Amendment No.6 Files Merger Docs, Domestication to Delaware
Rhea-AI Filing Summary
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.
Positive
- Exhibits supporting the Business Combination are filed, including the Agreement and Plan of Merger and its amendments
- Forms of corporate governance documents (certificate of incorporation, bylaws, certificate of domestication) are included to establish post-combination structure
- Fairness opinion and professional consents (CB Capital Partners and multiple auditors/counsel) are listed, supporting disclosure completeness
Negative
- Certain exhibits and schedules are omitted or redacted under Regulation S-K and Item 601(b)(10); the registrant will furnish them to the SEC upon request
Insights
TL;DR: Exhibits-only amendment documents corporate re-domestication, merger agreements, governance charters and compensation plans without altering prospectus disclosures.
The amendment is procedural but important for corporate structure: it files the formal exhibits supporting the planned Domestication to Delaware and the Business Combination that will result in the continuing entity named Semnur Pharmaceuticals, Inc. The inclusion of certificate forms, bylaws, registration rights, stock option plan and indemnification agreements establishes the post-combination governance framework. Omitted or redacted exhibits are noted and will be furnished to the SEC on request, which is standard practice for commercially sensitive schedules.
TL;DR: Amendment consolidates transaction documentation—merger agreements, amendments and financial/legal consents—while leaving proxy/prospectus content unchanged.
The Item 21 exhibit list confirms material transaction documentation is on file, including multiple iterations of the Agreement and Plan of Merger and subsequent amendments, sponsor and stockholder support agreements, and convertible note arrangements. The presence of a fairness opinion by CB Capital Partners and multiple consents strengthens disclosure completeness for the planned business combination. This filing is administrative in nature but necessary to support the S-4 record for the combination.