Denali Capital (now Semnur Pharmaceuticals) extends SPAC deadline to August 11, 2025

Denali Capital Acquisition Corp., a Cayman Islands blank-check company, reported in a Form 8-K dated July 11, 2025 that it had deposited $874.78 into its trust account. The deposit extends the period the company has to complete a business combination by one month, from July 11, 2025 to August 11, 2025. The company's Chief Executive Officer, Lei Huang, signed the report. The filing lists the company's units under the symbol DNQUF on the Pink market, its Class A ordinary shares under DNQAF on the OTCQB, and its warrants under DNQWF on the OTCQB.

Why the deadline keeps moving

The company's annual report, filed April 2, 2025, describes it as a shell company with no operations and no revenue, and with nominal assets consisting 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 placed 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.

A second extension meeting, held July 10, 2024, moved the deadline to April 11, 2025 and allowed monthly extensions of up to nine times, each with a deposit into the trust. The July 11, 2025 deposit is one of those monthly payments. Under the articles, the sponsor or its affiliates or designees must make each deposit, and the amount is the lesser of $50,000 and $0.03 per public share that remains outstanding and is not redeemed before the extension. The July 11 filing gives the deposit as $874.78 and does not say how that figure was calculated or how many public shares remain.

The earlier merger

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 then filed a registration withdrawal on Form RW on August 9, 2024 to withdraw its Form S-4.

The Semnur transaction

On July 2, 2024, the company announced a letter of intent with Semnur Pharmaceuticals, Inc., a wholly owned subsidiary of Scilex Holding Company, for a potential business combination. The company's later filings say it signed an agreement and plan of merger with Semnur and Denali Merger Sub Inc. dated August 30, 2024, which was amended on April 16, 2025. Under it, Merger Sub will merge into Semnur, which will survive as a wholly owned subsidiary of the company.

The July 11 filing itself does not describe the terms of that merger agreement, and it does not state a closing date. Its cover page checks the box for written communications under Rule 425, which covers communications about a business combination.

What the filing leaves open

The July 11 8-K is a notice of the monthly deposit and says nothing about the Semnur merger's progress. It also does not give the trust balance after the deposit. It does not say what happens to the trust if the company does not complete a business combination by August 11, 2025. It also does not say whether the company expects to make more monthly extensions.

The company's units, shares and warrants no longer trade on Nasdaq, according to the symbols and markets the filing lists.

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