Denali Capital Acquisition Corp. (now Semnur Pharmaceuticals) delays June 10-Q

Denali Capital Acquisition Corp. filed a Form 12b-25 notification of late filing on August 14, 2025, for its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The notice was filed under the name Denali Capital Acquisition Corp. It was signed by Lei Huang, the chief executive officer, who is the contact for the notice. The company is a Cayman Islands blank-check company with offices at 437 Madison Avenue in New York.

Why the report is late

The company says it cannot file the quarterly report by the prescribed date of August 14, 2025 without unreasonable effort or expense. It cites a delay in completing its financial statements and other disclosures in the report. The notice says the company is still compiling the information needed for the quarter ended June 30, 2025.

The company checked the box saying it expects to file the report no later than the fifth calendar day after the prescribed filing date. The notice does not say what the information still missing is, or why the delay happened.

What the company answered

On the notice's required questions, the company answered yes to whether all other required periodic reports for the preceding 12 months had been filed. It answered no to whether it expects a significant change in results of operations from the corresponding period of the prior year. The notice itself is not a quarterly report, so it gives no results for the quarter. Because the company reports that its other periodic reports were filed, the delay concerns this one quarterly report rather than a missed annual or earlier report.

The shell company and its trust

The company's annual report, filed April 2, 2025, describes it as a blank-check company that has neither engaged in operations nor generated revenue. It calls itself a shell company, with nominal assets that consist almost entirely of cash. It completed an initial public offering on April 11, 2022 of 8,250,000 units at $10.00 per unit, for gross proceeds of $82,500,000. A total of $84,150,000 of the net proceeds from the offering and the private placement was deposited in a trust account with Wilmington Trust, National Association.

At an extension meeting on October 11, 2023, shareholders holding 3,712,171 public shares redeemed them. That removed about $40.5 million from the trust, or about $10.92 per share. After the redemptions, 4,537,829 public shares remained outstanding. The annual report says the company extended its deadline by one-month periods, each funded by a deposit into the trust.

The merger history

The company signed a merger agreement with Longevity Biomedical, Inc. on January 25, 2023. Shareholders approved that business combination on January 9, 2024, but the parties terminated the agreement on June 26, 2024. The company withdrew its Form S-4 registration statement on August 9, 2024.

On July 2, 2024, the company announced a letter of intent with Semnur, a wholly owned subsidiary of Scilex Holding Company, for a potential business combination. The annual report describes that arrangement as a letter of intent.

What the notice leaves open

The notice gives no date for the quarterly report and no figures for the quarter. It does not say whether the delay affects the trust account, the Semnur arrangement or the company's deadline to complete a business combination. The company says it expects to file within the five-day window, but the notice itself cannot show whether that happened. Investors who rely on the quarterly report for the trust balance and the status of the Semnur arrangement will have to wait for it.

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