If You Invested in DENALI CAPITAL ACQ CP A (DNQAF)

DENALI CAPITAL ACQ CP A (traded under the symbol DNQAF on the OTCQB marketplace) historically referred to the securities of Denali Capital Acquisition Corp. In regulatory filings, Denali Capital Acquisition Corp. is described as a Cayman Islands exempted company that later underwent a domestication and business combination transaction with Semnur Pharmaceuticals, Inc.

According to a Form 8-K filed on September 26, 2025, Denali Capital Acquisition Corp. completed a domestication into Delaware and a merger transaction referred to as the Business Combination. In this transaction, Denali Merger Sub Inc., a wholly owned subsidiary of Denali, merged with and into Semnur Pharmaceuticals, Inc. ("Legacy Semnur"), with Legacy Semnur surviving as a wholly owned subsidiary of the post-transaction entity. Upon completion of the Business Combination, Denali changed its name to Semnur Pharmaceuticals, Inc.

The same Form 8-K explains that, in connection with the domestication, each issued and outstanding ordinary share of Denali converted into one share of common stock of the domesticated entity, and each warrant and unit of Denali converted into corresponding securities of the domesticated entity. The filing further notes that the combined company is referred to as "New Semnur" following the closing of the Business Combination.

Subsequent Form 8-K filings dated December 3, 2025, identify Semnur Pharmaceuticals, Inc. as the registrant and describe Denali Capital Acquisition Corp. as the former name or former address. These filings state that the company’s common stock and warrants are registered under the symbols SMNR and SMNRW, respectively, and that the securities trade on the OTCQB marketplace.

The December 3, 2025 Form 8-K includes a trading status note indicating that on April 16, 2025, the registrant’s securities were suspended from trading on The Nasdaq Capital Market and, on April 17, 2025, began trading on the OTCQB marketplace under the symbols DNQAF, DNQWF and DNQUF. In connection with the domestication and Business Combination, on September 23, 2025, the registrant’s securities began trading on the OTCQB marketplace under the symbols SMNR and SMNRW.

As a result, references to DNQAF stock relate to an earlier trading symbol for the securities of the entity that is now known, after domestication and the Business Combination, as Semnur Pharmaceuticals, Inc. For current information about the combined company’s securities, regulatory filings direct readers to the SMNR and SMNRW symbols on the OTCQB marketplace.

Corporate transformation and business combination

The September 26, 2025 Form 8-K describes the sequence of events that led to the transformation of Denali Capital Acquisition Corp. into Semnur Pharmaceuticals, Inc. Denali entered into an Agreement and Plan of Merger with Legacy Semnur and Denali Merger Sub Inc., which set out the terms of the domestication and merger. On September 22, 2025, Denali filed a notice of deregistration with the Cayman Islands Registrar of Companies and filed a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, completing the domestication under the name Denali Capital Acquisition Corp.

On the same date, the merger of Denali Merger Sub Inc. with and into Legacy Semnur was consummated, with Legacy Semnur becoming a wholly owned subsidiary of the domesticated entity. In connection with the closing of the Business Combination, Denali changed its name to Semnur Pharmaceuticals, Inc. The filing explains that, following the transaction, references to "New Semnur" and the "Company" refer to Semnur Pharmaceuticals, Inc. and its consolidated subsidiaries.

Trading symbols and marketplace information

Form 8-K filings dated September 26, 2025 and December 3, 2025 provide a consistent description of the trading history of the company’s securities. They state that the registrant’s securities were suspended from trading on The Nasdaq Capital Market on April 16, 2025. On April 17, 2025, the securities began trading on the OTCQB marketplace maintained by OTC Markets Group, Inc. under the symbols DNQAF, DNQWF and DNQUF.

The same filings further state that, in connection with the domestication and Business Combination, on September 23, 2025, the registrant’s securities began trading on the OTCQB marketplace under the symbols SMNR (for common stock) and SMNRW (for warrants). These disclosures indicate that DNQAF is a historical OTCQB symbol associated with the pre-Business Combination structure and that SMNR and SMNRW are the current symbols for the combined company’s common stock and warrants.

Registration statements and emerging growth company status

Semnur Pharmaceuticals, Inc. has filed registration statements on Form S-1 and Form S-1/A with the U.S. Securities and Exchange Commission. These filings describe the registration of shares of common stock and warrants, including shares issuable upon exercise of private placement warrants and public warrants originally sold in connection with the initial public offering of Denali Capital Acquisition Corp.

The S-1 and S-1/A filings identify Semnur Pharmaceuticals, Inc. as a non-accelerated filer, a smaller reporting company and an emerging growth company under SEC rules. The registration statements indicate that the company may offer securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as reflected by a checked box in the filings.

Warrants and related securities

The amended registration statement on Form S-1/A describes the issuance by Semnur Pharmaceuticals, Inc. of shares of common stock issuable upon the exercise of private placement warrants and public warrants that were originally sold in connection with the initial public offering of Denali Capital Acquisition Corp. The document explains that the company will receive proceeds from the exercise of these warrants, while the resale of certain shares by selling stockholders will not generate proceeds for the company.

The S-1/A also describes categories of selling stockholders, including sponsor shareholders, holders of private warrant shares, holders of shares referred to as Scilex Shares, and underwriter shares issued as part of a deferred underwriting discount arrangement. These disclosures provide context for how securities associated with the former Denali Capital Acquisition Corp. structure, including warrants linked to DNQAF and related symbols, are treated in the registration framework of Semnur Pharmaceuticals, Inc.

DNQAF as a historical symbol

Based on the SEC filings, DNQAF is best understood as a historical OTCQB trading symbol associated with the securities of the entity that is now Semnur Pharmaceuticals, Inc., following the domestication and Business Combination. Investors researching DNQAF stock are directed by the filings to recognize the corporate name change and to refer to the SMNR and SMNRW symbols for the current trading status of the company’s common stock and warrants on the OTCQB marketplace.