SC 13G/A: Denali Capital Acquisition Corp.

AI Summary

SC 13G/A filing by Denali Capital Acquisition Corp..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class o

Filing Documents

• ea0214609-13ga1denalicap_den.htm (SC 13G/A) — 56KB
• 0001213900-24-078797.txt ( ) — 58KB

(a) Name of Issuer

Item 1(a) Name of Issuer: Denali Capital Acquisition Corp. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices

Item 1(b) Address of Issuer’s Principal Executive Offices: 437 Madison Avenue, 27th Floor New York, NY 10022 United States

(a) Name of Person Filing

Item 2(a) Name of Person Filing: This statement on Schedule 13G (“Statement”) is filed on behalf of each of the following persons (collectively, the “Reporting Persons”) by: (i) Denali Capital Global Investments LLC (the “Sponsor”), which serves as the sponsor to the Issuer; and (ii) Jiandong Xu (“Mr. Xu”), who serves as the manager and controlling member of the Sponsor. This Statement relates to the Class A Ordinary Shares (as defined herein) held directly by the Sponsor and which the Sponsor has the right to acquire upon conversion of Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”). Mr. Xu, as the controlling member of the Sponsor, may be deemed to beneficially own the Class A Ordinary Shares directly beneficially owned by the Sponsor.

(b) Address of Principal Business Office or, if None, Residence

Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the business office of the Sponsor and Mr. Xu is: c/o Denali Capital Acquisition Corp. 437 Madison Avenue, 27th Floor New York, NY 10022 United States

(c) Citizenship

Item 2(c) Citizenship: The Sponsor is a company organized under the laws of the Cayman Islands. Mr. Xu is a citizen of the United States of America.

(d) Title and Class of Securities

Item 2(d) Title and Class of Securities: Class A Ordinary Shares, $0.0001 par value per share (“Class A Ordinary Shares”)

(e) CUSIP No

Item 2(e) CUSIP No.: G6256B106 Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Page 4 of 7

Ownership

Item 4. Ownership (a) Amount beneficially owned: As of August 30, 2024, each of the Reporting Persons may be deemed the beneficial owner of 1,942,500 Class A Ordinary Shares. This amount includes: (i) 510,000 Class A Ordinary Shares underlying units that were acquired by the Sponsor in a private placement effected concurrently with the closing of the Issuer’s initial public offering (“Private Placement Units”); and (ii) 1,432,500 Class B Ordinary Shares held directly by the Sponsor, which will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the Issuer’s initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. This amount excludes Class A Ordinary Shares that the Reporting Persons could acquire upon exercise of warrants underlying the Private Placement Units, because such warrants are not exercisable until the later of (i) twelve (12) months from the April 6, 2022 closing of the Issuer’s initial public offering, and (ii) thirty (30) days after the completion of the Issuer’s initial business combination, and accordingly the Reporting Persons do not currently have the right to exercise the warrants. (b) Percent of class: As of August 30, 2024, the Reporting Persons may be deemed the beneficial owners of approximately 65.6% of the Class A Ordinary Shares outstanding. This percentage is based on the sum of: (i) 751,837 Class A Ordinary Shares outstanding as of August 19, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024; and (ii) the 1,432,500 Class A Ordinary Shares issuable to the Reporting Persons upon conversion of the 1,432,500 Class B Ordinary Shares held directly by the Sponsor, which Class A Ordinary Shares have been added to the total Class A Ordinary Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. (c

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. This Item 5 is not applicable.

Ownership of more than Five Percent on Behalf of Another Person

Item 6. Ownership of more than Five Percent on Behalf of Another Person. This Item 6 is not applicable. Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. This Item 7 is not applicable.

Identification and classification of members of the group

Item 8. Identification and classification of members of the group. This Item 8 is not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. This Item 9 is not applicable.

Certifications

Item 10. Certifications. This Item 10 is not applicable. Page 5 of 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 16, 2024 DENALI CAPITAL GLOBAL INVESTMENTS LLC By: /s/ Jiandong Xu Name: Jiandong Xu Title: Manager JIANDONG XU /s/ Jiandong Xu Page 6 of 7 EXHIBIT INDEX Ex. Page No. 1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of the Schedule 13G filed by the Reporting Persons on May 16, 2023) Page 7 of 7

View Full Filing

View this SC 13G/A filing on SEC EDGAR