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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Denali Capital Acquisition Corporation | NASDAQ:DECAU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.37 | 4.63% | 8.36 | 7.51 | 9.21 | 8.36 | 7.55 | 8.36 | 350 | 18:53:26 |
Cayman Islands |
98- 1659463 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
437 Madison Avenue, 27th Floor |
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New York, New York |
10022 |
|
(Address of principal executive offices) |
(Zip Code) |
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 |
DECAU |
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
DECA |
The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
DECAW |
The Nasdaq Stock Market LLC |
Large accelerated filer |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer |
x |
Smaller reporting company |
x |
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Emerging growth company |
x |
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· | our ability to select an appropriate target business or businesses; |
· | our ability to complete our initial business combination, including our recently announced proposed business combination with Longevity Biomedical, Inc. (“Longevity”) ; |
· | our expectations around the performance of the prospective target business or businesses; |
· | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
· | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
· | our potential ability to obtain additional financing to complete our initial business combination; |
· | our pool of prospective target businesses; |
· | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic, the ongoing military action with the country of Ukraine commenced by the Russian Federation and Belarus in February 2022, adverse changes in general economic industry and competitive conditions, or adverse changes in government regulation or prevailing market interest rates; |
· | the ability of our officers and directors to generate a number of potential business combination opportunities; |
· | our public securities’ potential liquidity and trading; |
· | the lack of a market for our securities; |
· | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
· | the trust account not being subject to claims of third parties; or |
· | our financial performance following our initial public offering. |
1 |
2 |
· | are fundamentally sound but are underperforming their potential; |
· | exhibit unrecognized value or other characteristics that we believe have been misevaluated by the marketplace; |
· | are at an inflection point where we believe we can drive improved financial performance; |
· | offer opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence; |
· | can benefit from our founders’ knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitability and rapidly scaling businesses; |
· | are valued attractively relative to their existing cash flows and potential for operational improvement; and |
· | offer an attractive potential return for our shareholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks. |
3 |
4 |
5 |
6 |
· | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
· | file proxy materials with the SEC. |
7 |
8 |
9 |
· | We are a recently incorporated blank check company incorporated as a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
· | Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” |
· | Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. |
10 |
· | If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
· | Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination. |
· | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
· | The ability of our shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
· | The ability of our shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
· | The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders. |
· | We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10. 30 per share (or $10.40 per share if we extend the period to consummate the business combination subject to our sponsor depositing additional funds into the trust account), or less than such amount in certain circumstances, and our warrants will expire worthless. |
· | If the net proceeds of the IPO and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate until April 11, 2023 (or by October 11, 2023, as applicable), it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
· | As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination. |
· | If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or Public Warrants . |
· | If a public shareholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
· | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
11 |
· | Our shareholders will not be entitled to protections normally afforded to investors of many other blank check companies. |
· | We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers. |
· | You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss. |
· | We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors. |
· | We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders. |
· | We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to inves tors and may make it more difficult to compare our performance with other public companies. |
· | The current economic downturn may lead to increased difficulty in completing our business combination. |
· |
· |
49 |
50 |
51 |
52 |
53 |
54 |
55 |
56 |
Name | Age | Title | ||
Lei Huang | 51 | Chief Executive Officer and Director | ||
You (“Patrick”) Sun | 35 | Chief Financial Officer | ||
Huifeng Chang | 57 | Director | ||
Jim Mao | 55 | Director | ||
Kevin Vassily | 56 | Director |
57 |
58 |
· | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
· | monitoring the independence of the independent registered public accounting firm; |
· | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
· | inquiring and discussing with management our compliance with applicable laws and regulations; |
59 |
· | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
· | appointing or replacing the independent registered public accounting firm; |
· | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
· | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
· | monitoring compliance on a quarterly basis and, if any non-compliance is identified, immediately taking all action necessary to rectify such non-compliance or otherwise causing compliance ; and |
· | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
60 |
· | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
· | each of our executive officers and directors; and |
· | all of our executive officers and directors as a group. |
Class B ordinary shares | Class A ordinary shares | |||||||||||||||
Name of Beneficial Owners (1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | ||||||||||||
Denali Capital Global Investments LLC (our sponsor) | 1,932,500 | 93.7 | % | 510,000 | (1) | 5.82 | % | |||||||||
Lei Huang | 50,000 | 2.4 | % | - | - | |||||||||||
You (“Patrick”) Sun | 20,000 | * | - | - | ||||||||||||
Huifeng Chang | 20,000 | * | - | - | ||||||||||||
Jim Mao | 20,000 | * | - | - | ||||||||||||
Kevin Vassily | 20,000 | * | - | - | ||||||||||||
All officers and directors as a group (5 individuals) | 130,000 | 6.3 | % | - | - | |||||||||||
Hudson Bay Capital Management LP | - | - | 500,000 | (2) | 5.71 | % | ||||||||||
Boothbay Fund Management, LLC | - | - | 470,000 | (3) | 5.37 | % | ||||||||||
Polar Asset Management Partners Inc. | - | - | 500,000 | (4) | 5.71 | % | ||||||||||
Mizuho Financial Group, Inc. | - | - | 493,672 | (5) | 5.64 | % | ||||||||||
Shaolin Capital Management LLC | - | - | 658,900 | (6) | 7.99 | % | ||||||||||
ATW SPAC Management LLC | - | - | 470,000 | (7) | 5.37 | % |
* | Less than one percent. |
(1) | 510,000 Private Placement Units, each Private Placement Unit consists of one Class A ordinary share and one warrant. |
(2) | This information is based solely on a Schedule 13G filed by Hudson Bay Capital Management LP and Sander Gerber (collectively, the “Hudson Reporting Persons”) with the SEC on February 7, 2023. The Hudson Reporting Persons have a shared voting power of 500,000 shares and shared dispositive power of 500,000 shares. The business address of such holder is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830. |
(3) | This information is based solely on a Schedule 13G filed by Boothbay Fund Management, LLC and Ari Glass (collectively, the “Boothbay Reporting Persons”) with the SEC on February 10, 2023. The Boothbay Reporting Persons have a shared voting power of 470,000 shares and shared dispositive power of 470,000 shares. The business address of such holder is 140 East 45th Street, 14th Floor, New York, NY 10017. |
(4) | This information is based solely on a Schedule 13G filed by Polar Asset Management Partners Inc. (“Polar”) with the SEC on February 10, 2023. Polar has sole voting power of 500,000 shares and sole dispositive power of 500,000 shares. The business address of such holder is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. |
(5) | This information is based solely on a Schedule 13G filed by Mizuho Financial Group, Inc. (“Mizuho”) with the SEC on February 10, 2023. Mizuho has sole voting power of 493,672 shares and sole dispositive power of 493,672 shares. The business address of such holder is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan. |
(6) | This information is based solely on a Schedule 13G filed by Shaolin Capital Management LLC (“Shaolin”) with the SEC on February 13, 2023. Shaolin has sole voting power of 658,900 shares and sole dispositive power of 658,900 shares. The business address of such holder is 230 NW 24th Street, Suite 603, Miami, FL 33127. |
(7) | This information is based solely on a Schedule 13G filed by ATW SPAC Management LLC, Antonio Ruiz-Gimenez, and Kerry Propper (collectively, the “ATW Reporting Persons”) with the SEC on February 14, 2023. The ATW Reporting Persons have a shared voting power of 470,000 shares and shared dispositive power of 470,000 shares. The business address of such holder is 17 State Street, Suite 2100, New York, NY 10004. |
61 |
62 |
63 |
(a) | The following documents are filed as part of this report: |
(1) | Financial Statements |
64 |
(2) | Financial Statements Schedules |
(3) | Exhibits |
65 |
F-1 |
F-2 |
ASSETS |
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Current Assets: |
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|
|
|
Cash |
|
$ |
819,747 |
|
Prepaid expenses |
|
|
88,089 |
|
Total Current Assets |
|
|
907,836 |
|
Investment held in T rust A ccount |
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|
85,371,600 |
|
Total Assets |
|
$ |
86,279,436 |
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|
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT |
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Current Liabilities: |
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|
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|
Accounts payable and accrued expenses |
|
$ |
1,291,641 |
|
Total Current Liabilities |
|
|
1,291,641 |
|
Deferred underwriter compensation |
|
|
2,887,500 |
|
Total Liabilities |
|
|
4,179,141 |
|
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|
|
|
Commitments and contingencies |
|
|
|
|
Class A ordinary shares subject to possible redemption; 8,250,000 shares |
|
|
85,371,600 |
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|
|
|
Shareholders’ Deficit: |
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|
|
|
Preference shares $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
|
|
— |
|
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 510,000 shares issued and outstanding (excluding 8,250,000 shares subject to possible redemption) |
|
|
51 |
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,062,500 shares issued and outstanding |
|
|
206 |
|
Additional paid-in capital |
|
|
— |
|
Accumulated deficit |
|
|
(3,271,562 |
) |
Total Shareholders’ Deficit |
|
|
(3,271,305 |
) |
T otal Liabilities, Temporary Equity and Shareholders’ Deficit |
|
$ |
86,279,436 |
|
F-3 |
From January 5, 2022 (inception) through December 31, 2022 | |||||
Formation and operating costs | $ | 1,640,990 | |||
Other (Income)/expenses | |||||
Income on T rust A ccount | (1,221,600 | ) | |||
Net Loss | $ | (419,390 | ) | ||
Weighted average shares outstanding of redeemable ordinary shares | 6,056,094 | ||||
Basic and diluted net income per share, ordinary shares | $ | 0.72 | |||
Weighted average shares outstanding of non-redeemable ordinary shares | 2,236,392 | ||||
Basic and diluted net loss per share, non-redeemable ordinary shares | $ | (2.14 | ) |
F-4 |
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Ordinary Shares |
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Additional |
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||||||||||||||||
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Class A |
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Class B |
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Paid-In |
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Accumulated |
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|||||||||||||
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Total |
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|||||||
Balance as of January 5, 2022 (inception) |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Issuance of Class B ordinary shares to Sponsor |
|
|
— |
|
|
|
— |
|
|
|
2,156,250 |
|
|
|
216 |
|
|
|
24,784 |
|
|
|
— |
|
|
|
25,000 |
|
Proceeds from sale of public units |
|
|
7,500,000 |
|
|
|
750 |
|
|
|
— |
|
|
|
— |
|
|
|
74,999,250 |
|
|
|
— |
|
|
|
75,000,000 |
|
Proceeds from sale of public units-over - allotment |
|
|
750,000 |
|
|
|
75 |
|
|
|
— |
|
|
|
— |
|
|
|
7,499,925 |
|
|
|
— |
|
|
|
7,500,000 |
|
Proceeds from sale of private placement units |
|
|
480,000 |
|
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
4,799,952 |
|
|
|
— |
|
|
|
4,800,000 |
|
Proceeds from sale of private placement units-over - allotment |
|
|
30,000 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
299,997 |
|
|
|
— |
|
|
|
300,000 |
|
Deferred underwriting fees payable at 3.5% of gross proceeds |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,887,500 |
) |
|
|
— |
|
|
|
(2,887,500 |
) |
Underwriters d iscount at 2% of gross proceeds |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,650,000 |
) |
|
|
— |
|
|
|
(1,650,000 |
) |
Other offering costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(567,815 |
) |
|
|
— |
|
|
|
(567,815 |
) |
Initial measurement of Class A ordinary shares subject to possible redemption under ASC 480-10-S99 against additional paid-in capital |
|
|
(8,250,000 |
) |
|
|
(825 |
) |
|
|
— |
|
|
|
— |
|
|
|
(72,525,774 |
) |
|
|
— |
|
|
|
(72,526,599 |
) |
Allocation of offering costs to Class A ordinary shares subject to possible redemption |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,488,135 |
|
|
|
— |
|
|
|
4,488,135 |
|
Remeasurement adjustment on Class A ordinary shares subject to possible redemption |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14,480,964 |
) |
|
|
(1,630,572 |
) |
|
|
(16,111,536 |
) |
Forfeiture of Class B ordinary shares |
|
|
— |
|
|
|
— |
|
|
|
(93,750 |
) |
|
|
(10 |
) |
|
|
10 |
|
|
|
— |
|
|
|
— |
|
Subsequent measurement of Class A ordinary shares subject to possible redemption (i nc earned on ome T rust A ccount) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
(1,221,600 |
) |
|
|
(1,221,600 |
) |
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(419,390 |
) |
|
|
(419,390 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2022 |
|
|
510,000 |
|
|
$ |
51 |
|
|
|
2,062,500 |
|
|
$ |
206 |
|
|
$ |
— |
|
|
$ |
(3,271,562 |
) |
|
$ |
(3,271,305 |
) |
F-5 |
Cash flows from operating activities: |
|
|
|
|
Net loss |
|
$ |
(419,390 |
) |
Formation costs paid by the related party |
|
|
11,343 |
|
Income on T rust A ccount |
|
|
(1,221,600 |
) |
Changes in current assets and liabilities: |
|
|
||
Prepaid expenses |
|
|
(88,089 |
) |
Accounts payable and accrued expenses |
|
|
1,291,641 |
|
Net cash used in operating activities |
|
|
(426,095 |
) |
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
Investment held in T rust A ccount |
|
|
(84,150,000 |
) |
Net cash used in investing activities |
|
|
(84,150,000 |
) |
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
Proceeds from issuance of promissory note to the related party |
|
|
80,000 |
|
Payment of promissory note to the related party |
|
|
(80,000 |
) |
Proceeds from the related party |
|
|
25,000 |
|
Payment to the related party |
|
|
(240,020 |
) |
Proceeds from issuance of private placement units, including over-allotment |
|
|
5,100,000 |
|
Proceeds from issuance of public units through public offering, including over-allotment |
|
|
82,500,000 |
|
Payment of offering costs |
|
|
(339,138 |
) |
Payment of underwriter’s discount |
|
|
(1,650,000 |
) |
Net cash provided by financing activities |
|
|
85,395,842 |
|
|
|
|
|
|
Net change in cash |
|
|
819,747 |
|
Cash at beginning of period |
|
|
0 |
|
Cash at end of period |
|
$ |
819,747 |
|
|
|
|
|
|
Supplemental information for non-cash financing activities: |
|
|
|
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
|
$ |
25,000 |
|
Deferred offering costs charged to additional paid-in capital |
|
$ |
567,815 |
|
Deferred offering cost settled through the related party payables |
|
$ |
203,677 |
|
Allocation of offering costs to Class A ordinary shares subject to redemption |
|
$ |
4,488,135 |
|
Reclassification of Class A ordinary shares subject to redemption |
|
$ |
72,526,599 |
|
Remeasurement adjustment on Class A ordinary shares subject to possible redemption |
|
$ |
16,111,536 |
|
Subsequent measurement of Class A ordinary shares subject to possible redemption (in come earned on T rust A ccount) |
|
$ |
1,221,600 |
|
Deferred underwriter’s fee charged to additional paid-in capital |
|
$ |
2,887,500 |
|
Forfeiture of Class B ordinary shares |
|
$ |
10 |
|
F-6 |
F-7 |
F-8 |
F-9 |
F-10 |
F-11 |
Gross proceeds from the IPO | $ | 82,500,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (9,973,401 | ) | ||
Allocation of offering costs related to redeemable shares | (4,488,135 | ) | ||
Plus: | ||||
Initial measurement of carrying value to redemption value | 16,111,536 | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption ( income earned on T rust A ccount) | 1,221,600 | |||
Ordinary shares subject to possible redemption – December | $ | 85,371,600 |
F-12 |
|
|
From January 5, 2022 (inception) through December 31, 2022 |
|
|
Net loss |
|
$ |
(419,390 |
) |
Income on Trust Account |
|
|
(1,221,600 |
) |
Remeasurement of temporary equity to redemption value |
|
|
(16,111,536 |
) |
Net loss including remeasurement of equity to redemption value |
|
$ |
(17,752,526 |
) |
|
|
From January 5, 2022 (inception) through December 31, 2022 |
|
|||||
|
|
Redeemable Shares |
|
|
Non- Redeemable Shares |
|
||
Basic and diluted net income/(loss) per share: |
|
|
|
|
|
|
|
|
Numerators: |
|
|
|
|
|
|
|
|
Allocation of net loss including accretion of temporary equity |
|
$ |
(12,964,866 |
) |
|
$ |
(4,787,660 |
) |
Income on Trust Account |
|
|
1,221,600 |
|
|
|
- |
|
Remeasurement of temporary equity to redemption value |
|
|
16,111,536 |
|
|
|
- |
|
Allocation of net income/(loss) |
|
$ |
4,368,270 |
|
|
$ |
(4,787,660 |
) |
|
|
|
|
|
|
|
|
|
Denominators: |
|
|
|
|
|
|
|
|
Weighted-average shares outstanding |
|
|
6,056,094 |
|
|
|
2,236,392 |
|
Basic and diluted net income/(loss) per share |
|
$ |
0.72 |
|
|
$ |
(2.14 |
) |
F-13 |
F-14 |
F-15 |
F-16 |
F-17 |
· | in whole and not in part; |
· | at a price of $0.01 per warrant; |
· | upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption period; and |
· | if, and only if, the last reported sale price of ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to ) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
F-18 |
|
|
As of December 31, 2022 |
|
|
Quoted Prices in Active Markets (Level 1) |
|
|
Significant Other Observable Inputs (Level 2) |
|
|
Significant Other Unobservable Inputs (Level 3) |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account |
|
$ |
85,371,600 |
|
|
|
85,371,600 |
|
|
|
- |
|
|
|
- |
|
F-19 |
* | Filed herewith |
** | Furnished herewith |
*** | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Denali Capital Acquisition Corp. agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
(1) | Filed as an exhibit to Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on March 22, 2022 (File No. 333-263123). |
(2) | Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on April 12, 2022 (File No. 001-41351). |
(3) | Filed as an exhibit to the Current Report on Form 8-K/A filed with the SEC on January 26, 2023 (File No. 001-41351). |
March 17, 2023 | Denali Capital Acquisition Corp. | |
By: | /s/ Lei Huang | |
Name: Lei Huang | ||
Title: Chief Executive Officer |
Signature | Title | Date | ||
/s/ Lei Huang | Chief Executive Officer and Director (Principal Executive Officer) | March 17, 2023 | ||
Lei Huang | ||||
/s/ You (“Patrick”) Sun | Chief Financial Officer (Principal Financial and Accounting Officer) | March 17, 2023 | ||
You (“Patrick”) Sun | ||||
/s/ Huifeng Chang | Director | March 17, 2023 | ||
Huifeng Chang | ||||
/s/ Jim Mao | Director | March 17, 2023 | ||
Jim Mao | ||||
/s/ Kevin Vassily | Director | March 17, 2023 | ||
Kevin Vassily |
1 Year Denali Capital Acquisition Chart |
1 Month Denali Capital Acquisition Chart |
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