Denali Capital Acquisition Corp. Terminates Material Agreement
Ticker: SMNRW · Form: 8-K · Filed: Jun 27, 2024 · CIK: 1913577
| Field | Detail |
|---|---|
| Company | Denali Capital Acquisition Corp. (SMNRW) |
| Form Type | 8-K |
| Filed Date | Jun 27, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0001, $11.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: termination, agreement, spac
Related Tickers: DECA
TL;DR
Denali Capital Acquisition Corp. (DECA) terminated a key deal. Big implications ahead.
AI Summary
Denali Capital Acquisition Corp. announced on June 26, 2024, the termination of a material definitive agreement. The company, incorporated in the Cayman Islands, filed this 8-K report to disclose this event. No specific details regarding the agreement or the counterparty were provided in this filing.
Why It Matters
The termination of a material definitive agreement can significantly impact a company's strategic direction and financial outlook, potentially affecting its ability to execute its business plan.
Risk Assessment
Risk Level: medium — Termination of a material definitive agreement introduces uncertainty regarding the company's future operations and strategic partnerships.
Key Numbers
- 11.50 — Warrant Exercise Price (This is the price at which warrants can be exercised for ordinary shares.)
Key Players & Entities
- Denali Capital Acquisition Corp. (company) — Registrant
- June 26, 2024 (date) — Date of earliest event reported
- Cayman Islands (jurisdiction) — State or Other Jurisdiction of Incorporation
- 001-41351 (identifier) — SEC File Number
FAQ
What was the material definitive agreement that was terminated?
The filing does not specify the details of the material definitive agreement that was terminated.
Who was the counterparty to the terminated agreement?
The filing does not disclose the identity of the other party involved in the terminated agreement.
What is the effective date of the termination?
The earliest event reported is dated June 26, 2024, which is also the date of the report.
What are the implications of this termination for Denali Capital Acquisition Corp.?
The filing does not provide specific details on the implications, but the termination of a material agreement typically affects strategic plans and financial performance.
Are there any financial details related to the termination?
This filing does not contain specific financial details or consequences stemming from the termination of the agreement.
Filing Stats: 982 words · 4 min read · ~3 pages · Grade level 11.5 · Accepted 2024-06-27 14:42:14
Key Financial Figures
- $0.0001 — LC Class A ordinary shares, par value $0.0001 per share DECA The NASDAQ Stock Mar
- $11.50 — ordinary share at an exercise price of $11.50 per share DECAW The NASDAQ Stock Ma
Filing Documents
- ea0208645-8k_denali.htm (8-K) — 39KB
- ea020864501ex10-1_denali.htm (EX-10.1) — 11KB
- ea020864501ex99-1_denali.htm (EX-99.1) — 3KB
- 0001213900-24-056571.txt ( ) — 283KB
- deca-20240626.xsd (EX-101.SCH) — 4KB
- deca-20240626_def.xml (EX-101.DEF) — 27KB
- deca-20240626_lab.xml (EX-101.LAB) — 37KB
- deca-20240626_pre.xml (EX-101.PRE) — 25KB
- ea0208645-8k_denali_htm.xml (XML) — 7KB
02 Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement As previously reported on January 25, 2023, Denali Capital Acquisition Corp. ("Denali"), a Cayman Islands exempted company with limited liability, filed with the Securities and Exchange Commission (the " SEC "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among Denali, Longevity Biomedical, Inc., a Delaware corporation (" Company "), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (" New PubCo "), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (" Denali Merger Sub "), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (" Longevity Merger Sub "), and Bradford A. Zakes, solely in the capacity as seller representative. On June 26, 2024, pursuant to Section 11.1(a) of the Merger Agreement, the parties entered into a termination agreement (the " Termination Agreement ") pursuant to which the Merger Agreement was terminated effective as of the date of the Termination Agreement. Denali and its sponsor intend to seek alternative ways to consummate an initial business combination. As a result of the Termination Agreement, the Merger Agreement will be of no further force and effect (other than certain customary limited provisions that survive the termination pursuant to the terms of the Merger Agreement) and ancillary agreements entered into in connection with the Merger Agreement will also automatically terminate in accordance with their respective terms. As a result of the termination of the Merger Agreement, New PubCo intends to withdraw its registration statement on Form S-4, as amended, initially filed with the SEC on March 29, 2023. The foregoing descriptions of the Merger Agreement and the Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Merger Agreement, which was pre
01. Financial Statement and Exhibits
Item 9.01. Financial Statement and Exhibits. (d) Exhibits. The Exhibit Index is incorporated by reference herein. ******* 1 EXHIBIT INDEX Exhibit No. Description 10.1 Termination Agreement, dated as of June 26, 2024, by and among Denali Capital Acquisition Corp., Longevity Biomedical, Inc. and Bradford A. Zakes, as seller representative. 99.1 Press Release, dated June 27, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DENALI CAPITAL ACQUISITION CORP. Date: June 27, 2024 By: /s/ Lei Huang Name: Lei Huang Title: Chief Executive Officer 3