[Form 3] Denali Capital Acquisition Corp. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Denali Capital Acquisition Corp. (SMNR) Form 3 reports initial beneficial ownership by Scilex-related entities following a business combination that closed under an amended merger agreement. Scilex, Inc. indirectly holds 193,750,000 shares of Denali Common Stock, Scilex Bio, Inc. holds 6,250,000 shares, and Scilex Holding Company directly holds 1,054,849 shares. The largest block reflects an exchange of Old Semnur shares into Denali Common Stock at an exchange ratio of 1.25 to 1. The filing documents share origins: exchanges from Series A Preferred, a pre-combination purchase, and conversion of a promissory note.

Positive

• Clear disclosure of share origins including the business combination exchange ratio of 1.25 to 1
• Substantial ownership by Scilex entities (193,750,000; 6,250,000; and 1,054,849 shares) is explicitly documented

Negative

• None.

Insights

Financial Analyst

TL;DR: Scilex entities now hold a substantial combined stake through the business combination, which materially concentrates ownership.

The Form 3 discloses that Scilex, Inc. indirectly controls 193.75 million shares and related entities control additional shares, creating a significant ownership position post-merger. The 1.25-to-1 exchange ratio explains the mechanics of the share conversion from Old Semnur into the Issuer. For investors, concentrated ownership can influence governance, strategic direction, and liquidity; the specifics here are clearly documented and allow modeling of potential voting power and dilution effects.

Corporate Governance Expert

TL;DR: Large insider holdings and the described share exchanges are material for board control and corporate actions.

The filing shows Scilex Holding Company and its subsidiaries reporting director status and multi-hundred-million share positions originating from the business combination and related transactions (Series A Preferred exchange, prior purchase, and note conversion). This concentration is material to governance assessments because it affects control dynamics and the potential for related-party influence. The disclosure is straightforward and sufficient to evaluate ownership provenance but does not include downstream voting agreements or lock-ups.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Scilex Holding Co

(Last) (First) (Middle)

960 SAN ANTONIO RD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2025

3. Issuer Name and Ticker or Trading Symbol
Denali Capital Acquisition Corp. [ SMNR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	193,750,000(1)	I(2)	By Scilex, Inc.
Common Stock	6,250,000	I(3)	By Scilex Bio, Inc.
Common Stock	1,054,849	D(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Scilex Holding Co

(Last) (First) (Middle)

960 SAN ANTONIO RD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Scilex, Inc.

(Last) (First) (Middle)

960 SAN ANTONIO RD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Represents shares of the Common Stock of the Issuer (f/k/a Denali Capital Acquisition Corp. ("Denali")) received pursuant to a business combination (the "Business Combination") which was effectuated in accordance with the terms of the Agreement and Plan of Merger, dated as of August 30, 2024 (as amended on April 16, 2025 and July 22, 2025), by and among the Issuer, Denali Merger Sub, Inc., a wholly owned subsidiary of the Issuer, and the company formerly known as Semnur Pharmaceuticals, Inc. ("Old Semnur"). Upon consummation of the Business Combination, the reporting entities' shares of the common stock of Old Semnur were exchanged for the shares of Common Stock of the Issuer reported in this row, based on an exchange ratio of 1.25 to 1.

2. Scilex, Inc. is the direct owner of the 193,750,000 shares of the Issuer's Common Stock set forth in this row. Scilex, Inc. is a subsidiary of Scilex Holding Company.

3. Scilex Bio, Inc. is the direct owner of 6,250,000 shares set forth in this row. Scilex Bio, Inc. is a majority-owned subsidiary of Scilex Holding Company.

4. Comprised of: (i) 542,361 shares of Common Stock issued pursuant to the Business Combination upon the exchange of 5,423,606 shares of Series A Preferred Stock of Old Semnur (each share of Series A Preferred Stock of Old Semnur was exchanged for one share of Series A Preferred Stock of the Issuer and 1/10th of a share of Common Stock of the Issuer), (ii) 500,000 shares of Common Stock purchased by Scilex Holding Company prior to the Business Combination, and (iii) 12,488 shares of Common Stock issued upon conversion of the Convertible Promissory Note previously issued by Denali Capital Acquisition Corp. to Scilex Holding Company, which was converted upon consummation of the Business Combination.

	/s/ Henry Ji, Scilex Holding Company, Chief Executive Officer and President	09/23/2025
	/s/ Henry Ji, Scilex, Inc., Chief Executive Officer and President	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who filed the Form 3 for Denali Capital Acquisition Corp. (DNQWF)?

The Form 3 was filed on behalf of Scilex Holding Company, Scilex, Inc., and Scilex Bio, Inc., with signatures by Henry Ji as CEO and President.

How many Denali shares does Scilex, Inc. indirectly own according to the filing?

Scilex, Inc. is reported as the direct owner of 193,750,000 shares of Denali Common Stock.

What transaction produced the large block of shares reported on the Form 3?

The shares resulted from a business combination effectuated under an Agreement and Plan of Merger, with Old Semnur shares exchanged into Denali Common Stock.

What is the exchange ratio used to convert Old Semnur shares into Denali Common Stock?

The filing states an exchange ratio of 1.25 to 1 for Old Semnur shares into the Issuer's Common Stock.

What components make up the 1,054,849 shares reported as directly owned?

They consist of (i) 542,361 shares from Series A Preferred exchange, (ii) 500,000 shares purchased pre-combination, and (iii) 12,488 shares from conversion of a promissory note.