Denali Capital Acquisition Corp. Files 8-K with Material Agreements

TL;DR

DECA filed an 8-K on 7/10 detailing material agreements & financial obligations.

AI Summary

Denali Capital Acquisition Corp. (DECA) filed an 8-K on July 10, 2024, disclosing several material events. These include entering into a material definitive agreement, creating a direct financial obligation, amending its articles of incorporation, submitting matters to a vote of security holders, and providing Regulation FD disclosure. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial obligations for Denali Capital Acquisition Corp., which could impact its future operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and financial obligations, which inherently carry risks that need further investigation.

Key Numbers

• 11.50 — Exercise Price (Per share exercise price for DECA warrants)

Key Players & Entities

• Denali Capital Acquisition Corp. (company) — Filer of the 8-K
• 0001913577 (company) — Central Index Key for Denali Capital Acquisition Corp.
• DECA (company) — Ticker symbol for Denali Capital Acquisition Corp.
• 437 Madison Avenue, 27th Floor, New York, NY 10022 (location) — Business and mailing address for Denali Capital Acquisition Corp.
• July 10, 2024 (date) — Filing date of the 8-K

FAQ

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
• $180,000 — in the total principal amount of up to $180,000 to Denali Capital Global Investments LL
• $15,036 — ed with an initial principal balance of $15,036.74, with the remaining $164,963.26 draw
• $164,963.26 — lance of $15,036.74, with the remaining $164,963.26 drawable at the Company's request and u
• $10.00 — f the Company, at a conversion price of $10.00 per ordinary share (the "Conversion Sha
• $20,000 — nsion the lesser of (a) an aggregate of $20,000 or (b) $0.02 per public share that rema
• $0.02 — r of (a) an aggregate of $20,000 or (b) $0.02 per public share that remains outstandi
• $43,425,328.24 — ust Account. As a result, approximately $43,425,328.24 (approximately $11.47 per share) will b
• $11.47 — oximately $43,425,328.24 (approximately $11.47 per share) will be removed from the Tru

Filing Documents

• ea0209176-8k425_denali.htm (8-K) — 48KB
• ea020917601ex3-1_denali.htm (EX-3.1) — 5KB
• ea020917601ex10-1_denali.htm (EX-10.1) — 33KB
• ea020917601ex99-1_denali.htm (EX-99.1) — 8KB
• 0001213900-24-060537.txt ( ) — 342KB
• deca-20240710.xsd (EX-101.SCH) — 4KB
• deca-20240710_def.xml (EX-101.DEF) — 27KB
• deca-20240710_lab.xml (EX-101.LAB) — 37KB
• deca-20240710_pre.xml (EX-101.PRE) — 25KB
• ea0209176-8k425_denali_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On July 10, 2024, Denali Capital Acquisition Corp. (the "Company") issued a convertible promissory note (the "Convertible Promissory Note") in the total principal amount of up to $180,000 to Denali Capital Global Investments LLC, a Delaware limited liability company (the "Sponsor"). The Convertible Promissory Note was issued with an initial principal balance of $15,036.74, with the remaining $164,963.26 drawable at the Company's request and upon the consent of the Sponsor prior to the maturity of the Convertible Promissory Note. The Convertible Promissory Note matures upon the earlier of (i) the effective date of the consummation of the Company's initial business combination and (ii) the date of the liquidation of the Company. Any future drawdowns of the remaining $164,963.26 principal amount available under the convertible promissory note are expected to fund future one-month extensions as necessary to provide additional time for the Company to complete a business combination. At the option of the Sponsor, upon consummation of an initial business combination, the Convertible Promissory Note may be converted in whole or in part into additional Class A ordinary shares of the Company, at a conversion price of $10.00 per ordinary share (the "Conversion Shares"). The terms of the Conversion Shares will be identical to those of the private placement shares that were issued to the Sponsor in connection with the Company's initial public offering (the "IPO"). In the event that the Company does not consummate an initial business combination, the Convertible Promissory Note will be repaid only from funds held outside of the trust account established in connection with the IPO (the "Trust Account") or will be forfeited, eliminated or otherwise forgiven. No interest shall accrue on the unpaid principal balance of the Convertible Promissory Note. The foregoing description of the Convertible Promissory Note is only a summar

03. Creation of a Direct Financial

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The description of the Convertible Promissory Note and related transactions set forth in Item 1.01 to this Current Report on Form 8-K, and Exhibit 10.1 filed herewith, are incorporated into this Item 2.03 by reference.

03. Amendments to Articles

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein. 1

07. Submission of Matters

Item 5.07. Submission of Matters to a Vote of Security Holders. On July 10, 2024, the shareholder of the Company held an extraordinary general meeting of shareholders (the "Shareholder Meeting") for the following purposes: (1) to consider and vote upon a proposal to amend, by way of special resolution, the amended and restated memorandum and articles of association of the Company (the "Extension Amendment Proposal") to extend (the "extension") the date by which the Company must: (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (an "initial business combination"); (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the Company's Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), included as part of the units sold in the Company's IPO that was consummated on April 11, 2022 from July 11, 2024 to April 11, 2025, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine (9) times by an additional one month each time, unless the closing of the Company's initial business combination has occurred, without the need for any further approval of the Company's shareholders, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension the lesser of (a) an aggregate of $20,000 or (b) $0.02 per public share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of the Company's initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination; and (2) to consider and vote upon a proposal to approve the adjournment of the Shareholder Meeting to a la

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a copy of the press release issued by the Company on July 10, 2024, announcing the Meeting results. The foregoing Exhibit 99.1 and the information set forth therein is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amendment to Amended and Restated Memorandum and Articles of Association. 10.1 Convertible Promissory Note. 99.1 Press Release, dated July 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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: July 10, 2024 By: /s/ Lei Huang Name: Lei Huang Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR