Type 425 Denali Capital Acquisiti Filed by: Denali SPAC Holdco, Inc.
AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d)
THE SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest occasion reported): November 17, 2023
Denali Capital Acquisition Corp.
identify of registrant as laid out in its constitution)
437 Madison Avenue, twenty seventh Ground,
New York, New York 10022
of principal government workplace) (zip code)
phone quantity, together with space code: (646) 978-5180
identify or former deal with, if modified since final report)
the suitable field under if the Type 8-Ok submitting is meant to concurrently fulfill the submitting obligation of the registrant beneath
any of the next provisions (see Basic Instruction A.2. under):
communications pursuant to Rule 425 beneath the Securities Act (17 CFR 230.425)
materials pursuant to Rule 14a-12 beneath the Alternate Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) beneath the Alternate Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) beneath the Alternate Act (17 CFR 240.13e-4(c))
registered pursuant to Part 12(b) of the Act:
of every class
|Buying and selling
|Models, every consisting of 1 Class A atypical share and one redeemable warrant||DECAY||The Nasdaq Inventory Market LLC|
|Class A atypical shares, par worth $0.0001 per share||DECA||The Nasdaq Inventory Market LLC|
|Warrants, every complete warrant exercisable for one Class A atypical share at an train worth of $11.50 per share||DECAW||The Nasdaq Inventory Market LLC|
by verify mark whether or not the registrant is an rising development firm as outlined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Alternate Act of 1934 (§240.12b-2 of this chapter).
development firm ☒
an rising development firm, point out by verify mark if the registrant has elected to not use the prolonged transition interval for complying
with any new or revised monetary accounting requirements offered pursuant to Part 13(a) of the Alternate Act. ☐
1.01. Entry right into a Materials Definitive Settlement.
and Restated Subscription Settlement
beforehand disclosed, on August 23, 2023, Denali SPAC Holdco, Inc., (“Holdco”), a direct, wholly owned subsidiary
of Denali Capital Acquisition Corp., a Cayman Islands exempted firm with restricted legal responsibility (“Denali”), entered
right into a Subscription Settlement (the “Preliminary Subscription Settlement”) with FutureTech Capital LLC (the “Investor”),
pursuant to which, amongst different issues, the Investor agreed to subscribe for and buy, and Holdco agreed to difficulty and promote to the
Investor, 1,800,000 shares of Holdco’s Collection A Convertible Most well-liked Inventory, par worth $0.0001 per share (the “Most well-liked
Inventory”), at a purchase order worth equal to $10.00 per share in reference to a financing effort associated to the proposed enterprise
mixture (the “Enterprise Mixture”) to be effected pursuant to the Settlement and Plan of Merger, dated as of
January 25, 2023 (as amended by the Modification to and Consent beneath the Settlement and Plan of Merger, dated as of April 11, 2023, collectively,
the “Merger Settlement”), by and amongst Denali, Longevity Biomedical, Inc., a Delaware company (“Longevity”),
HoldCo, Denali SPAC Merger Sub, Inc., a Delaware company and direct, wholly owned subsidiary of Holdco, Longevity Merger Sub, Inc.,
a Delaware company and direct, wholly owned subsidiary of Holdco, and Bradford A. Zakes, solely within the capability as vendor consultant.
November 17, 2023, Holdco and the Investor amended and restated the Preliminary Subscription Settlement (as amended and restated, the “Amended
and Restated Subscription Settlement”) to, amongst different issues, scale back the combination variety of shares of Most well-liked Inventory to be
bought by the Investor from 1,800,000 shares to 1,300,000 shares, at a purchase order worth of $10.00 per share of Most well-liked Inventory, and
present that the Investor will obtain two warrants for every share of the Most well-liked Inventory bought, with every warrant being exercisable
for a interval of 5 years that commences upon the six-month anniversary of the Closing, for one share of Holdco Frequent Inventory at an train
worth of $8.00 per share.
foregoing descriptions of the Amended and Restated Subscription Settlement and the transactions contemplated thereby are solely summaries
and don’t purport to be full, and are certified of their entirety by reference to the total textual content of such devices, a replica of which
is hooked up to this Present Report on Type 8-Ok as Exhibit 10.1, respectively, and integrated herein by reference.
Low cost Settlement
April 6, 2022, in reference to Denali’s preliminary public providing, Denali entered into an underwriting settlement (the “Underwriting
Settlement”) with US Tiger Securities, Inc. (“US Tiger”) and EF Hutton, division of Benchmark Investments,
LLC, as representatives of the a number of underwriters named therein (“EF Hutton”, and along with US Tiger, the “Representatives”),
pursuant to which Denali agreed to pay to the underwriters an mixture money quantity of $2,887,500 as a deferred low cost (the “Deferred
Low cost”) upon the consummation of Denali’s preliminary enterprise mixture.
November 20, 2023, Denali entered right into a letter settlement by and amongst Denali, Holdco, EF Hutton, US Tiger and Craig-Hallum Capital
Group LLC (the “Deferred Low cost Settlement”), pursuant to which the Representatives have agreed to obtain $866,250
of the combination $2,887,500 Deferred Low cost owed to them upon the closing of the Enterprise Mixture with Longevity (the “Closing”)
within the type of 86,625 shares of Holdco’s widespread inventory, par worth $0.0001 (the “Frequent Inventory Consideration”).
Upon the phrases of the Deferred Low cost Settlement, the Frequent Inventory Consideration will probably be issued on the Closing and the remaining $2,021,250
of the combination Deferred Low cost owed will stay payable on the Closing in money in accordance with the phrases of the Underwriting Settlement.
As well as, the Deferred Low cost Settlement supplies the Representatives with sure customary registration rights to the Frequent Inventory
Consideration following the Closing. The Deferred Low cost Settlement will terminate within the occasion that Denali doesn’t consummate the
Closing of the Enterprise Mixture with Longevity.
foregoing descriptions of the Deferred Low cost Settlement and the transactions contemplated thereby are solely summaries and don’t purport
to be full, and are certified of their entirety by reference to the total textual content of such devices, a replica of which is hooked up to
this Present Report on Type 8-Ok as Exhibit 10.2, respectively, and integrated herein by reference.
8.01 Different Occasions.
of Closing Situation
to the Merger Settlement, the events thereto agreed that their respective obligations to consummate the Enterprise Mixture are topic
to the satisfaction or written waiver by Denali and Longevity of the situation that upon the Closing, Holdco shall have web tangible
belongings of not less than $5,000,001. On November 17, 2023, the events agreed to irrevocably waive such situation.
9.01 Monetary Statements and Reveals.
|10.1||Amended and Restated Subscription Settlement, dated as of November 17, 2023, by and between Denali SPAC Holdco, Inc. and FutureTech Capital LLC.|
|10.2||Deferred Low cost Settlement, dated as of November 20, 2023, by and amongst Denali Capital Acquisition Corp., Denali SPAC Holdco, Inc., US Tiger Securities, Inc., EF Hutton, division of Benchmark Investments, LLC and Craig-Hallum Capital Group LLC|
|104||Cowl Web page Interactive Knowledge File (formatted as Inline XBRL)|
to the necessities of the Securities Alternate Act of 1934, the registrant has duly induced this report back to be signed on its behalf by
the undersigned hereunto duly licensed.
|DENALI CAPITAL ACQUISITION CORP.|
|By:||/s/ Lei Huang|
|Title:||Chief Govt Officer|
November 20, 2023
ATTACHMENTS / EXHIBITS
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT, DATED AS OF NOVEMBER 17, 2023, BY AND BETWEEN DENALI SPAC HOLDCO, INC. AND FUTURETECH CAPITAL LLC
DEFERRED DISCOUNT AGREEMENT, DATED AS OF NOVEMBER (20), 2023, BY AND AMONG DENALI CAPITAL ACQUISITION CORP., DENALI SPAC HOLDCO, INC., US TIGER SECURITIES, INC., EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AND CRAIG-HALLUM CAPITAL GROUP LLC