UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 10, 2024
DENALI CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-41351 |
|
98-1659463 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
437 Madison Avenue
27th Floor
New York, New York |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (646) 978-5180
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Units,
each consisting of one Class A ordinary share and one redeemable warrant |
|
DECAU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
DECA |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DECAW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 summary and is qualified in its entirety by the Convertible Promissory Note, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.
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.
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 later date or dates, if necessary
(the “Adjournment Proposal”). |
As of the record
date for the Shareholder Meeting, there were 5,047,829 Class A ordinary shares and 2,062,500 Class B ordinary shares issued and
outstanding. At the Shareholder Meeting, there were 4,100,706 ordinary shares of the Company voted by proxy or in person, which
constituted a quorum.
Set forth below are the
final voting results for each of the proposals presented at the Shareholder Meeting:
Extension Amendment Proposal
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 3,548,277 |
|
552,429 |
|
0 |
|
0 |
Accordingly, the Extension Amendment Proposal was
approved.
As there were sufficient votes to approve the Extension
Amendment Proposal, the Adjournment Proposal was not presented to the Company’s shareholders.
Effective upon the approval of the Extension Amendment
Proposal, on July 10, 2024, the amended and restated memorandum and articles of association of the Company was amended pursuant to the
resolutions set forth as Annex A to the definitive proxy statement relating to the Shareholder Meeting filed by the Company with the Securities
and Exchange Commission on June 28, 2024. Copies of such amendment to the amended and restated memorandum and articles of association
of the Company are attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Shareholders holding 3,785,992 public shares
exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately
$43,425,328.24 (approximately $11.47 per share) will be removed from the Trust Account to pay such holders. Following redemptions, the
Company will have 751,837 public shares outstanding.
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.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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
Exhibit 3.1
AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
DENALI CAPITAL ACQUISITION CORP.
RESOLVED, as a special resolution that the Company’s
Amended and Restated Memorandum and Articles of Association be amended by deleting Article 49.7 in its entirety and replacing it with
the following:
49.7 In the event that the Company does
not consummate a Business Combination by July 11, 2024 (the “Termination Date”), or either (i) such earlier date
as determined by the Directors or (ii) such later time as the Members may approve in accordance with the Articles, the Company shall:
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business
days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes
payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption
will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions,
if any); and |
| (c) | as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under
Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or any other
provision of the Articles, without the need for any further approval of the Members, the Directors may, if requested by the Sponsor and
upon five days advance notice prior to the applicable deadline, extend the Termination Date by up to nine (9) times, each by
an additional one month (each, an “Extended Termination Date”), subject to the Sponsor, or its Affiliates or permitted designees,
depositing in proceeds into the Trust Account on or prior to the date of the applicable deadline, the lesser of (a) an aggregate
of US$20,000 or (b) US$0.02 per Public Share that remains outstanding and is not redeemed prior to any such one-month extension.
Exhibit 10.1
THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”)
AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTE
| Total Principal Amount: up to $180,000 |
Dated as of July 10, 2024 (as set forth on the Schedule of Borrowings attached hereto) |
FOR VALUE RECEIVED and subject to the
terms and conditions set forth herein, Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Maker”),
promises to pay to Denali Capital Global Investments LLC, a Delaware limited liability company, or its registered assigns or successors
in interest (the “Payee”), the Total Principal Amount (as defined below), in lawful money of the United States of America,
on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available
funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.
1. Principal.
The initial principal balance of this Note of $15,036.74 (the “Initial Principal Amount”), together with any funds
drawn down by the Maker following the date hereof pursuant to Section 2 below (together with the Initial Principal Amount, the “Total
Principal Amount”), shall be payable on the earlier of: (i) the effective date of the consummation of the Maker’s initial
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
or entities (the “Business Combination”) or (ii) the date that the winding up of the Maker is effective (such date,
the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Payee shall
wire the Initial Principal Amount to Maker on or prior to the date hereof, according to the wire instructions provided by Maker to Payee.
Any balance under the Note may be prepaid at any time; provided, however, that the Payee shall have a right to first convert
such balance pursuant to Section 6 hereof upon notice of such prepayment. Under no circumstances shall any individual, including but not
limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of
the Maker hereunder. The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent
that the Maker has funds available to it outside of its trust account established in connection with its initial public offering of its
securities (the “Trust Account” and such offering, the “IPO”), and that all other amounts will be
contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated.
2. Drawdown.
Maker and Payee agree that, in addition to the Initial Principal Amount, Maker may request an additional aggregate amount of up to $164,963.26,
which may be drawn down in one or more tranches at any time prior to the Maturity Date upon the mutual agreement of Payee to fund such
additional amount (each a “Drawdown”). Payee shall fund each Drawdown as mutually agreed by Maker and Payee. Once an
amount is drawn down under this Note, it shall not be available for future Drawdowns even if prepaid. Except as set forth herein, no fees,
payments or other amounts shall be due to Payee in connection with, or as a result of, any request by Maker.
3. Interest.
No interest shall accrue on the unpaid balance of this Note.
4. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges, and finally to
the reduction of the unpaid Total Principal Amount of this Note.
5. Events
of Default. Each of the following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by the Maker to pay all or a portion of the Total Principal Amount due pursuant to this Note (to
the extent such amount is payable in cash) within five business days of the Maturity Date and/or, if applicable, failure by the Maker
to perform its obligations with respect to the conversion of up to the Total Principal Amount of this Note, in whole or in part at the
option of the Payee, into Private Placement Shares pursuant to Section 6 hereof.
(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-
up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.
6.
Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note
to be due immediately and payable, whereupon the unpaid Total Principal Amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Section 4(b) and Section 4(c) hereof, the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of the Payee.
7.
Conversion.
(a) Optional
Conversion. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert up to
the Total Principal Amount of this Note, in whole or in part at the option of the Payee, into Class A ordinary shares in the capital of
the Maker (each, an “Ordinary Share”), at a conversion price of $10.00 per Ordinary Share. The Ordinary Shares shall
be identical to the private placement shares issued to the Sponsor at the time of the Maker’s IPO (the “Private Placement
Shares”). As promptly as reasonably practicable after notice by the Payee to the Maker to convert the principal balance of this
Note, in whole or in part, into Private Placement Shares, which notice, if given, must be given at least five business days prior to the
consummation of the Business Combination, and after the Payee’s surrender of this Note, the Maker shall have issued and delivered
to the Payee, without any charge to Payee, a share certificate or certificates (issued in the name(s) requested by the Payee), or shall
have made appropriate book- entry notation on the books and records of the Maker, in each case for the number of Private Placement Shares
of the Maker issuable upon the conversion of this Note. The conversion shall be deemed to have been made immediately prior to the close
of business on the date of the surrender of this Note and the person or persons entitled to receive the Private Placement Shares upon
such conversion shall be treated for all purposes as the record holder or holders of such Private Placement Shares as of such date. Each
such newly issued Private Placement Share shall include restricted legends that contemplates the same restrictions as the Private Placement
Shares that were issued in connection with the IPO.
(b) Fractional
Shares; Effect of Conversion. No fractional Private Placement Shares shall be issued upon conversion of this Note and the number of
Private Placement Shares deliverable will be rounded to the nearest whole number of Private Placement Shares, with one-half (0.5) or more
of a Private Placement Share being rounded upward. Upon conversion of this Note in full, this Note shall be cancelled and void without
further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this
Note.
8. Covenants
of the Maker. The Maker covenants that any Private Placement Shares issuable upon conversion of the Note, when so issued, will be
validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.
9. Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.
10. Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of
the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to the Maker or affecting the Maker’s liability hereunder.
11. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one business day after delivery to an overnight courier service or five days after mailing
if sent by mail.
12. Construction.
THIS NOTE SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.
13. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
14. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby
agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises
as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises
based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based
upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks,
in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against
funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu
of it) to have any Claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.
15. Tax Treatment. In each case for
U.S. federal income tax and all other applicable tax purposes, the Maker and the Payee agree to treat this Note as an equity
interest in the Maker (and not as indebtedness), and shall take no contrary position on any tax return or before any taxing
authority (unless otherwise required by law). The Maker and the Payee shall reasonably cooperate to structure (i) any conversion of
this Note in connection with a Business Combination and (ii) any contribution, forfeiture or elimination of this Note pursuant to
Section 1 hereof in a manner that is tax-efficient for the Maker and the Payee, taking into account the terms of any Business
Combination.
16. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.
17. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto without the prior written
consent of the other party hereto and any attempted assignment without the required consent shall be void.
18. Successors
and Assigns. Subject to the restrictions in Section 16 hereof, the rights and obligations of the parties hereunder is binding upon
and inures to the benefit of the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or
otherwise).
19. Acknowledgment.
The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof in violation of applicable securities laws. The Payee understands that the acquisition of
this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able
to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests
in connection with this investment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| |
Denali Capital
Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Lei Huang |
| |
Name: |
Lei Huang |
| |
Title: |
Chief Executive Officer |
Agreed and Acknowledged as of the date first written above:
| Denali Capital
Global Investments, LLC |
|
| |
|
|
| By: |
/s/ Jiandong
Xu |
|
| Name: |
Jiandong Xu |
|
| Title: |
Manager |
|
[Signature Page to Extension Convertible Promissory Note]
SCHEDULE OF BORROWINGS
The following increases or decreases in this Promissory Note
have been made:
| Date of Increase or Decrease | |
Amount of decrease in Principal Amount of this Promissory Note | |
Amount of increase in Principal Amount of this Promissory Note | |
Principal Amount of this Promissory Note following such decrease or increase |
| | |
| |
| |
|
Exhibit 99.1
Denali Capital Acquisition Corp. Announces Shareholder
Approval of Extension of Deadline to Complete Business Combination
NEW YORK, NEW YORK, July 10, 2024 (GLOBE NEWSWIRE) -- Denali
Capital Acquisition Corp. (NASDAQ: DECA) (the “Company”) announced today that the Company’s shareholders voted in favor
of approving amendments to the Company’s amended and restated memorandum and articles of association (the “Articles”)
to extend the date by which the Company must consummate an initial business combination 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 times by an additional one month each
time (the “Extension”).
The Company also announced today that it has deposited into the Company’s
trust account (the “Trust Account”) an aggregate of $15,063.74, representing the lesser of (a) $20,000 or (b) $0.02 per
public share that remains outstanding and is not redeemed prior to the one-month extension, to fund the one-month extension from July
11, 2024, to August 11, 2024. This deposit was funded via a convertible promissory note with a principal amount of up to $180,000 issued
by the Company to the Sponsor, which bears no interest and is repayable on the earlier of the effective date of the consummation of the
Company’s initial business combination and the date of the liquidation of the Company. Upon the closing of a business combination,
the note is convertible, at the Sponsor’s discretion, into the Company’s Class A ordinary shares at a conversion price of
$10.00 per share. 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.
A Current Report on Form 8-K disclosing the full voting results
will be filed with the U.S. Securities and Exchange Commission (the “SEC”).
About the Company
Denali Capital Acquisition Corp. is a blank
check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization, or similar business combination with one or more businesses or entities.
Participants in the Solicitation
The Company, its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Extension. Information
regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC. Additional
information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description
of their direct and indirect interests are contained in the definitive proxy statement relating to the Shareholder Meeting (the “Definitive
Proxy Statement”).
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Additional Information and Where to Find It
On June 28, 2024, the Company filed the Definitive Proxy Statement
with the SEC in connection with its solicitation of proxies for the Shareholder Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other
documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by directing a request to the Company’s
proxy solicitor, Advantage Proxy, Inc., at P.O. Box 10904 Yakima, WA 98909, Toll-Free (877) 870-8565 or Collect (206) 870-8565, Email:
ksmith@advantageproxy.com.
Forward-Looking Statements
This press release includes forward looking statements that involve
risks and uncertainties. Forward-looking statements are subject to numerous conditions, risks and changes in circumstances, many of which
are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s most
recent annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based.
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