UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023

☐



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition ~~period~~period______ from to

to______

Commission File No. 001-41351

DENALI CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction of

incorporation or organization)

98-1659463

(I.R.S. Employer

Identification No.)

437 Madison Avenue, 27th Floor

New York, New York 10022

(Address of Principal Executive Offices, including zip code)

(646) 978-5180|

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒



☐



Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (v232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒



☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐ 	Accelerated filer	☐ 
Non-accelerated filer	☒ 	Smaller reporting company	☒ 
		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.

☐



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes

☒



☐



As of ~~November~~May 1

, ~~2022,~~2023, there were 8,760,000 Class A ordinary shares, $0.0001 par value per share, and 2,062,500 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

~~Some~~This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the ~~statements contained in this report on Form 10‑Q (the “Quarterly Report”) may constitute “forward-looking statements” for purposes~~Securities Act of 1933 and Section 21E of the ~~federal securities laws.~~ Securities Exchange Act of 1934.

Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the ~~future.~~future, including with respect to our recently announced proposed business combination with Longevity (as defined below). In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form ~~10‑Q~~10-Q may include, for example, statements about:



our ability to select an appropriate target business or ~~businesses;~~businesses;


	 ·	our ability to complete our initial business ~~combination;~~combination, including our recently announced proposed business combination with Longevity Biomedical, Inc. (“Longevity”);


	 ·	our expectations around the performance of athe prospective target business or ~~businesses;~~businesses;


	 ·	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business ~~combination;~~combination;


	 ·	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business ~~combination;~~combination;


	 ·	our potential ability to obtain additional financing to complete our initial business ~~combination;~~combination;


	 ·	our pool of prospective target ~~businesses;~~businesses;


	 ·	our ability to consummate an initial business combination due to the uncertainty resulting from the ~~recent~~ COVID-19 pandemic, ~~or due to~~ the ongoing military action with the country of Ukraine commenced by the Russian Federation and Belarus in February 2022, ; adverse changes in general economic industry and competitive conditions, or adverse changes in government regulation or prevailing market interest rates;


	 ·	the ability of our officers and directors to generate a number of potential business combination ~~opportunities;~~opportunities;


	 ·	our public securities’ potential liquidity and ~~trading;~~trading;


	 ·	the lack of a market for our ~~securities;~~securities;


	 ·	the use of proceeds not held in the trust account or available to us from interest income on the trust account ~~balance;~~balance;


	 ·	the trust account not being subject to claims of third ~~parties;~~parties; or


	 ·	our financial performance following our initial public offering.

The forward-looking statements contained in this Quarterly Report on Form ~~10‑Q~~10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk ~~Factors”~~Factors,” elsewhere in this Quarterly Report on Form 10-Q and in our ~~Registration Statement on Form S-1 filed~~other filings with the Securities and Exchange Commission (the “SEC”), including in our Annual Report on ~~April 7, 2022,~~Form 10-K filed on March 17, 2023 and in our ~~Quarterly Report~~preliminary prospectus/proxy statement included in a Registration Statement on Form ~~10-Q for~~S-4 filed with the ~~quarterly period ended June 30, 2022, filed~~SEC (by Denali SPAC Holdco, Inc.) on March 29, 2023 relating to our proposed business combination with

~~the~~

~~Securities and Exchange Commission on August 12, 2022.~~ Longevity (the “Longevity Disclosure Statement”). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~rt I.~~

rt I. FINANCIAL INFORMATION

~~tem 1.~~

em 1.

CONSOLIDATED

FINANCIAL ~~STATEMENTS~~STATEMEN

~~DENALI~~DENALI CAPITAL ACQUISITION CORP.

UNAUDITED CONDENSED

CONSOLIDATED

BALANCE SHEET

AS OF ~~SEPTEMBER 30, 2022~~MARCH 31, 2023

	March 31, 2023 (Unaudited)			December 31, 2022
ASSETS
Current Assets:
Cash	$	579,350		$	819,747
Prepaid expenses		93,915			88,089
Total Current Assets		673,265			907,836
Investment held in Trust Account		86,284,246			85,371,600
Total Assets	$	86,957,511		$	86,279,436

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	2,978,818		$	1,291,641
Total Current Liabilities		2,978,818			1,291,641
Deferred underwriter compensation		2,887,500			2,887,500
Total Liabilities		5,866,318			4,179,141

Commitments and contingencies

Class A ordinary shares subject to possible redemption; 8,250,000 shares at redemption value of $10.46 and $10.35 per share as o f March 31, 2023, and December 31, 2022, respectively		86,284,246			85,371,600

Shareholders’ Deficit:
Preference shares $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 510,000 shares issued and outstanding (excluding 8,250,000 shares subject to possible redemption)		51			51
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,062,500 shares issued and outstanding		206			206
Additional paid-in capital		—			—
Accumulated deficit		(5,193,310	)		(3,271,562	)
Total Shareholders’ Deficit		(5,193,053	)		(3,271,305	)
T otal Liabilities, Temporary Equity and Shareholders’ Deficit	$	86,957,511		$	86,279,436

The accompanying notes are an integral part of these unaudited condensed

consolidated

financial statements.

ASSETS

Current Assets:

Cash

$
985,578

Prepaid expenses

132,427

Total Current Assets

1,118,005

Cash and Equivalents held in Trust Account

84,645,261

Total Assets

$
85,763,266

LIABILITIES
, TEMPORARY EQUITY
AND
SHAREHOLDERS’
DEFICIT

Current Liabilities:

Accounts Payable and accrued expenses

$
90,803

Total Current Liabilities

90,803

Deferred Underwriter Compensation

2,887,500

Total Liabilities

2,978,303

Commitments and contingencies

Class A
ordinary shares
subject to possible redemption
;
8,250,000 shares at $10.20 per share

84,645,261

Shareholders’

Deficit:

Preference shares $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

—

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 510,000 shares issued and outstanding (excluding 8,250,000 shares subject to possible redemption)

51

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,062,500 shares issued and outstanding

206

Additional paid-in capital

—

Accumulated deficit

(1,860,555
)
Total
Shareholders’
Deficit

(1,860,298
)
T
otal Liabilities, Temporary Equity and
Shareholders’

Deficit

$
85,763,266

DENALI CAPITAL ACQUISITION CORP.

UNAUDITED CONDENSED

CONSOLIDATED

STATEMENT

OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND FOR THE PERIOD FROM JANUARY 5, 2022 (INCEPTION) THROUGH MARCH 31, 2022

	Three M onths E nded March 31, 2023			From January 5, 2022 ( I nception) T hrough March 31, 2022

Formation and operating costs	$	1,921,748		$	11,343
Other (Income)/expenses
Income on Trust Account		(912,646	)		—
Net Loss	$	(1,009,102	)	$	(11,343	)

Weighted average shares outstanding of redeemable ordinary shares		8,250,000			—
Basic and diluted net loss per share, ordinary shares	$	(0.07	)	$	—
Weighted average shares outstanding of non-redeemable ordinary shares		2,572,500			1,242,733
Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.18	)	$	(0.01	)

The accompanying notes are an integral part of these unaudited condensed

consolidated

financial statements.

~~NALI~~DENALI CAPITAL ACQUISITION CORP.

UNAUDITED

CONDENSED CONSOLIDATED

STATEMENT

OF CHANGES IN SHAREHOLDERS’

(DEFICIT)

EQUITY

~~UNAUDITED CONDENSED STATEMENT OF OPERATIONS~~

~~FOR THE~~ THREE MONTHS ENDED ~~SEPTEMBER 30, 2022~~MARCH 31, 2023

	Ordinary Shares								Additional
	Class A				Class B				Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance as of December 31, 2022		510,000	$	51		2,062,500	$	206	$	—	$	(3,271,562	)	$	(3,271,305	)
Net Loss		—		—		—		—		—		(1,009,102	)		(1,009,102	)
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on trust account)		—		—		—		—		—		(912,646	)		(912,646	)
Balance as of March 31, 2023		510,000	$	51		2,062,500	$	206	$	—	$	(5,193,310	)	$	(5,193,053	)

~~AND FOR THE PERIOD~~

FROM JANUARY 5, 2022 (INCEPTION) THROUGH ~~SEPTEMBER 30,~~MARCH 31, 2022

	Ordinary Shares								Additional
	Class A				Class B				Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance as of January 5, 2022 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Issuance of Class B ordinary shares to Sponsor		—		—		2,156,250		216		24,784		—			25,000
Net Loss		—		—		—		—		—		(11,343	)		(11,343	)
Balance as of March 31, 202 2		—	$	—		2,156,250	$	216	$	24,784	$	(11,343	)	$	13,657

Three months ended

September 30, 2022

From January 5, 2022

(inception) through

September 30, 2022

Formation and operating costs

$
72,961

$
229,983

Other (Income)/expenses

Income on Trust Account

(380,429
)

(495,261
)
Net Income

$
(307,468
)

$
(265,278
)

Weighted average shares outstanding of redeemable
ordinary shares

8,250,000

5,305,762

Basic and diluted net income per share,
ordinary shares

$
0.04

$
0.93

Weighted average shares outstanding of non-redeemable
ordinary shares

2,572,500

2,121,441

Basic and diluted net (loss) per share, non-redeemable
ordinary shares

$
(0.01
)

$
(2.20
)

The accompanying notes are an integral part of these unaudited condensed

consolidated

financial statements.

~~NALI~~ENALI CAPITAL ACQUISITION CORP.

UNAUDITED CONDENSED

CONSOLIDATED

STATEMENT

OF ~~CHANGES IN~~

~~SHAREHOLDERS’~~

~~EQUITY/(DEFICIT)~~CASH FLOWS

FOR THE THREE MONTHS ENDED ~~SEPTEMBER 30, 2022~~

MARCH 31, 2023 AND FOR THE PERIOD FROM JANUARY 5, 2022 (INCEPTION) THROUGH ~~SEPTEMBER 30,~~MARCH 31, 2022

Class A Ordinary
Shares

Class B Ordinary
Shares

Additional
Paid-in

Accumulated

Total
Shareholder’s

Shares

Amount

Shares

Amount

Capital

Deficit

Equity/(Deficit)

Balance as of January 5, 2022 (inception)

—

$
—

—

$
—

$
—

$
—

$
—

Issuance of Class B ordinary shares to Sponsor

—

—

2,156,250

216

24,784

—

25,000

Net loss

—

—

—

—

—

(11,343
)

(11,343
)
Balance as of March 31, 2022

—

$
—

2,156,250

$
216

$
24,784

$
(11,343
)

$
13,657

Proceeds from sale of public units

7,500,000

$
750

—

$
—

$
74,999,250

$
—

$
75,000,000

Proceeds from sale of public units-over
-
allotment

750,000

75

—

—

7,499,925

—

7,500,000

Proceeds from sale of private placement units

480,000

48

—

—

4,799,952

—

4,800,000

Proceeds from sale of private placement units -over
-
allotment

30,000

3

—

—

299,997

—

300,000

Deferred underwriting fees payable @3.5% of gross proceeds

—

—

—

—

(2,887,500
)

—

(2,887,500
)
Underwriters Discount @2% of gross proceeds

—

—

—

—

(1,650,000
)

—

(1,650,000
)
Other deferred offering costs

—

—

—

—

(567,815
)

—

(567,815
)
Reclassification and
i
nitial measurement of Class A ordinary shares subject to possible redemption under ASC 480-10-S99 against additional paid-in capital

(8,250,000
)

(825
)

—

—

(72,525,774
)

—

(72,526,599
)
Allocation of offering costs to Class A ordinary shares subject to possible redemption

—

—

—

—

4,488,135

—

4,488,135

Remeasurement adjustment on class A ordinary shares subject to possible redemption

—

—

—

—

(14,480,964
)

(1,630,752
)

(16,111,536
)
Forfeiture of Class B ordinary shares

—

—

(93,750
)

(10
)

10

—

—

Net loss

—

—

—

—

—

(30,847
)

(30,847
)

Balance as of June 30, 2022

510,000

$
51

2,062,500

$
206

$
—

$
(1,672,762
)

$
(1,672,505
)
Subsequent measurement of
Class A ordinary shares
subject to possible redemption (interest earned on trust account)

—

—

—

—

—

(495,261
)

(495,261
)
Net
income

—

—

—

—

—

307,468

307,468

Balance as of September 30, 2022

510,000

$
51

2,062,500

$
206

$
—

$
(1,860,555
)

$
(1,860,298
)

	Three M onths E nded March 31, 2023			From January 5, 2022 ( I nception) T hrough March 31, 2022
Cash flows from operating activities:
Net loss	$	(1,009,102	)	$	(11,343	)
Formation costs paid by the related party		-			11,343
Income on Trust Account		(912,646	)		-
Changes in current assets and liabilities:
Prepaid expenses		(5,826	)		-
Accounts payable and accrued expenses		1,687,177			-
Net cash used in operating activities		(240,397	)		-

Cash flows from financing activities:
Proceeds from issuance of promissory note to the related party		-			80,000
Payment of offering costs		-			(63,433	)
Net cash provided by financing activities		-			16,567

Net change in cash		(240,397	)		16,567
Cash at beginning of period		819,747			-
Cash at end of period	$	579,350		$	16,567

Supplemental information for non-cash financing activities:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	-		$	25,000
Deferred offering cost settled through the related party payables	$	-		$	203,677
Deferred offering cost settled through the accrued liabilities	$	-		$	133,205
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on Trust Account)	$	912,646		$	-

The accompanying notes are an integral part of these unaudited condensed

consolidated

financial statements.

~~DENALI CAPITAL ACQUISITION CORP.~~

~~UNAUDITED CONDENSED STATEMENT OF CASH FLOWS~~

~~FOR THE PERIOD FROM JANUARY 5, 2022 (INCEPTION) THROUGH SEPTEMBER 30, 2022~~

Cash flows from operating activities:

Net income

$
265,278

Formation costs paid by related party

11,343

Income on Trust Account

(495,261
)
Changes in current assets and liabilities:

Prepaid expenses

(132,427
)
Accounts payable and accrued expenses

90,803

Net cash used in operating activities

(260,264
)

Cash flows from investing activities:

Investment held in Trust Account

(84,150,000
)
Net cash used in investing activities

(84,150,000
)

Cash flows from financing activities:

Proceeds from issuance of promissory note to related party

80,000

Payment of promissory note to related party

(80,000
)
Proceeds from related party

25,000

Payment to related party

(240,020
)
Proceeds from issuance of private placement units
, including over-allotment

5,100,000

Proceeds from issuance of public units through public offering
, including over-allotment

82,500,000

Payment of offering costs

(339,138
)
Payment of deferred underwriter's discount

(1,650,000
)
Net cash provided by financing activities

85,395,842

Net change in cash

985,578

Cash at beginning of period

—

Cash at end of period

$
985,578

Supplemental information for non-cash financing activities:

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

$
25,000

Deferred offering costs charged to additional paid-in capital

$
567,815

Deferred offering cost settled through related party

$
203,677

Allocation of offering costs to Class A ordinary shares subject to redemption

$
4,488,135

Reclassification of Class A ordinary shares subject to redemption

$
72,526,599

Remeasurement adjustment on

Class
A ordinary shares subject to possible redemption

$
16,111,536

Subsequent measurement of
Class A ordinary shares
subject to possible redemption (interest earned on trust account)

$
495,261

Deferred underwriter's fee charged to additional paid-in capital

$
2,887,500

Forfeiture of Class B ordinary shares

$
10

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~

~~DENALI~~

ENALI CAPITAL ACQUISITION CORP.

NOTES TO ~~UNAUDITED~~

CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

MARCH 31, 2023

(Unaudited)

~~FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2022~~

NOTE 1 - –

ORGANIZATION AND BUSINESS OPERATION

Denali Capital Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in the Cayman Islands on January 5, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage emerging growth company and, as such, the Company is subject to all of the risks associated with early stage emerging growth companies.

As of ~~September 30, 2022,~~March 31, 2023, the Company had not commenced any operations. All activity for the period from January 5, 2022 (inception) through ~~September 30, 2022~~March 31, 2023, relates to the Company’s ~~formation~~organizational activities, those necessary to prepare for and complete the initial public offering (“IPO”), ~~which is described below.~~identifying a target company for a business combination, and activities in connection with the proposed Longevity Business Combination. The Company ~~will~~does not expect to generate any operating revenues until after the completion of an initial Business ~~Combination, at the earliest.~~Combination. The Company ~~will generate~~is generating non-operating income in the form of ~~interest~~ income from the investment of

proceeds

derived from the IPO. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO became effective on April 6, 2022. On April 11, 2022, the Company consummated the IPO of 8,250,000 units (including over-allotment of 750,000 units) (“Public Units”). Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share (such shares included in the Public Units, the “Public Shares”), and one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Public Share at an exercise price of $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds of $82,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 510,000 units (including over-allotment of 30,000 units) (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit in a private placement generating gross proceeds of $5,100,000, which is described in Note 4. Transaction costs amounted to $5,105,315, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriters’ fees and $567,815 of other offering costs, and were all

initially

charged to

shareholders’

equity.

Trust Account

Following the consummation of the IPO on April 11, 2022, a total of $84,150,000 of the net proceeds from the IPO ~~including proceeds from~~and the sale of the Private Placement Units was deposited in a trust account (the “Trust Account”) ~~and will be~~ . The net proceeds were

invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund ~~investing solely in U.S. Treasuries~~ and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

Business Combination

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination (initially anticipated to be $10.20 per Public Unit, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from ~~Equity.”~~ Equity” (“ASC 480”).

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the “penny stock” rules of the Securities and Exchange Commission (the “SEC”)) either prior to or upon consummation of an initial Business Combination. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to the Business Combination. The Company ~~will have only~~initially had until April 11, 2023, 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination) to complete the initial Business Combination (the “Combination Period”). However, on April 11, 2023, the Company extended the Combination Period by

additional three months, from the current deadline of April 11, 2023 to July 11, 2023. If the Company is unable to complete the initial Business Combination within the Combination Period,

15 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company further extends the period of time to consummate a Business Combination),

the Company will: (i) cease all operations except for the purpose of winding up, (ii) 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 to pay the Company’s franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within ~~12 months from~~ the ~~closing of the IPO (or up to 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination).~~Combination Period.

The founder shares are designated as Class B ordinary shares (the ~~“Founder Shares”~~“founder shares”) and, except as described below, are identical to the Public Shares, and holders of ~~Founder Shares~~founder shares have the same shareholder rights as Public Shareholders, except that (i) prior to the Company’s initial Business Combination, only holders of the ~~Founder Shares~~founder shares have the right to vote on the appointment of directors, including in connection with the completion of the Company’s initial Business Combination, and holders of a majority of the ~~Founder Shares~~founder shares may remove a member of the board of directors

~~of the Company~~

for any reason, (ii) the ~~Founder Shares~~founder shares are subject to certain transfer restrictions, as described in more detail below, (iii) the Company’s initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their ~~Founder Shares~~founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination, (B) waive their redemption rights with respect to their ~~Founder Shares~~founder shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination ~~within 12~~by July 11, 2023, 15 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company further extends the period of time to consummate a Business Combination) and (C) waive their rights to liquidating distributions from the Trust Account with respect to their ~~Founder Shares~~founder shares if the Company fails to complete its initial Business Combination ~~within 12~~by July 11, 2023, 15 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company further extends the period of time to consummate a Business Combination) although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame, (iv) the ~~Founder Shares~~founder shares will automatically convert into Public Shares concurrently with or immediately following the consummation of the Company’s initial Business Combination, or earlier at the option of the holder thereof, and (v) the ~~Founder Shares~~founder shares are entitled to registration rights. If the Company submits its initial Business Combination to its Public Shareholders for a vote, the Sponsor and each member of the Company’s management team have agreed to vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s registered public accounting firm) for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of

(i) $10.20 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share

due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, ~~then~~ the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims.

On January 25, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Longevity Biomedical, Inc., a Delaware corporation (“Longevity”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“New PubCo”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Denali Merger Sub”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Longevity Merger Sub”), and Bradford A. Zakes, solely in the capacity as seller representative.

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Longevity Business Combination” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, immediately following the consummation of the acquisitions by Longevity of each of Cerevast Medical, Inc., Aegeria Soft Tissue LLC, and Novokera LLC, (i) Denali Merger Sub will merge with and into the Company (the “Denali Merger”), with the Company as the surviving entity of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Longevity (the “Longevity Merger”), with Longevity as the surviving company of the Longevity Merger. Following the Mergers, each of Longevity and the Company will be a subsidiary of New PubCo, and New PubCo will become a publicly traded company. At the closing of the Transactions (the “Closing”), New PubCo will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq Capital Market under the ticker symbol “LBIO.”

The consummation of the proposed Longevity Business Combination is subject to certain conditions as further described in the Merger Agreement.

Although there is no assurance that the Company will be able to successfully effect a Business Combination, the Business Combination is expected to be consummated after the required approval by the shareholders of the Company and the satisfaction of certain other conditions.

In connection with the execution of the Merger Agreement, the sole stockholder of Longevity (the “Voting Stockholder”) has entered into a Voting and Support Agreement (the “Longevity Support Agreement”), pursuant to which the Voting Stockholder has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Transactions. The Voting Stockholder holds sufficient shares of Longevity to cause the approval of the Transactions on behalf of Longevity.

In connection with the execution of the Merger Agreement, the Company, Longevity and the Sponsor have entered into a Voting and Support Agreement (the “Sponsor Support Agreement”). The Sponsor Support Agreement provides that the Sponsor agrees (i) to vote in favor of the proposed transactions contemplated by the Merger Agreement, (ii) to appear at the purchaser special meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the proposed transactions contemplated by the Merger Agreement, (iv) to not redeem any of the Company’s ordinary shares held by it that may be redeemed, and (v) to waive any adjustment to the conversion ratio set forth in the Company’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of the Company held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

In support of the Transactions, the Sponsor and FutureTech Capital LLC,

a Delaware limited liability company and an entity controlled by Yuquan Wang, the Chairman of the Board of Longevity

(the “Investor”), entered into a Sponsor Membership Interest Purchase Agreement dated November 8, 2022 (the “MIPA”). The

Investor currently holds notes payable from Longevity

in the aggregate principal amount of $2.45 million that are convertible into approximately 1.6 million shares

Longevity

common stock, and is also an affiliate of a significant group of stockholders of Cerevast Medical, Inc. Pursuant to the MIPA, the

Investor agreed to purchase 625,000 Class B units of membership interests in the Sponsor (“Sponsor Membership Units”) for a total purchase price of $5 million, $2 million of which has been paid in exchange for 250,000 Sponsor Membership Units as of the date of the Merger Agreement. Pursuant to the MIPA, the Investor has agreed to pay the $3 million balance of the purchase price for the remaining 375,000 Sponsor Membership Units no later than two business days prior to the closing of the Longevity Business Combination. Each Sponsor Membership Unit entitles

the

Investor to receive one Class B ordinary share held by the Sponsor, each of which will convert into one share of New PubCo common stock at the closing of the Longevity Business Combination. The Investor also agreed pursuant to the MIPA to pay any extension fees required to extend the time to close the Longevity Business Combination and to reimburse the Sponsor’s incurred expenses related to the Longevity Business Combination if the Longevity Business Combination does not close.

On January 26, 2023, the Company filed a Form 8-K/A with the SEC to report the Merger Agreement and other legal agreements relating to the Longevity Business Combination.

On March 29, 2023, Denali SPAC HoldCo

, Inc.

filed a Form S-4 with the SEC to register shares of its common stock that will be issued in connection with the business combination contemplated by the Merger Agreement.

On April 11, 2023, the parties to the Merger Agreement and the Sponsor entered into an Amendment to and Consent under the Merger Agreement (the “Amendment”). The Amendment provides for the consent from the Company and the Seller Representative to the execution and issuance of the Convertible Promissory Note (as defined below) by the Company and amends the Merger Agreement to provide that the repayment of such Convertible Promissory Note by the Company at the closing of the business combination will not be given effect when calculating the Minimum Cash Amount (as defined in the Merger Agreement) for purposes of the minimum cash closing condition.

On April 11, 2023, the Company issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $825,000 to the Sponsor. The Convertible Promissory Note was issued with an initial principal balance of $412,500, with the remaining $412,500 drawable at Denali’s request prior to the maturity of the Convertible Promissory Note. The Convertible Promissory Note bears an interest equivalent to the lowest short-term Applicable Federal Rate, and matures upon the earlier of (i) the closing of the Company’s initial business combination and (ii) the date of the liquidation of the Company. At the option of the Sponsor, upon consummation of a 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 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 IPO. In the event that we do not consummate a business combination, the Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

On April 12, 2023, the Company issued a press release announcing that it deposited $825,000

into the Trust Account,

50% of this amount being a loan from the Sponsor in the form of convertible promissory note,

in order to extend the period of time it has to consummate a business combination by an additional three months, from the current deadline of April 11, 2023 to July 11, 2023 (the “Extension”).

Liquidity, Capital Resources and Going Concern Consideration

heThe Company’s liquidity needs prior to the consummation of the

IPO had been satisfied through a payment from the Sponsor of

~~$25,000~~

~~(see~~ $25,000 (see Note 5) for the ~~Founder Shares~~founder shares and the loan under an unsecured promissory note

~~(the~~ (the “Promissory Note”)

from the Sponsor of up to

~~$400,000~~

~~(see~~ $400,000 (see Note 5) which was fully repaid on ~~December 31, 2021.~~April 12, 2022. Subsequent to the consummation of the

IPO

~~, the Company’s liquidity has been satisfied through the net proceeds from the consummation~~ and sale of the

~~IPO~~

~~and the~~

~~sale of~~ Private Placement Units on April 11, 2022, a total of $84,150,000 was placed in ~~a private placement to~~ the ~~Sponsor,~~

Trust Account, and we had $1,515,795 of cash held outside of the Trust ~~Account.~~ Account, after payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, the Company incurred $5,105,315 in transaction costs, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriting fees and $567,815 of other offering costs.

As of ~~September 30, 2022,~~March 31, 2023, the Company had marketable securities held in the Trust Account of

$86,284,246. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete the Business Combination. To the extent that the Company’s share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue the Company’s growth strategies.

As of March 31, 2023, the Company had cash of

~~$985,578~~

$579,350 outside of the Trust Account. If the Company does not complete the Longevity Business Combination, it intends to use the funds held outside the Trust Account primarily to identify and ~~working capital~~evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of ~~$1,027,202.~~prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

As described above, on

January 25, 2023, the Company entered into a Merger Agreement, by and among Longevity, New PubCo, Denali Merger Sub, Longevity Merger Sub, and Bradford A. Zakes, solely in the capacity as seller representative.

As of March 31, 2023, the Company had a working deficit of

$ 2,305,553. In ~~addition, in~~ order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the ~~Company’s~~ Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, ~~provide~~loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, it would repay such loaned amounts without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside of the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity, at a price of

~~, as defined below~~

~~(see Note 5).~~$10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of ~~September 30, 2022,~~March 31, 2023, there were no amounts outstanding under any Working Capital Loans.

On April 11, 2023, Denali issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $825,000 to the Sponsor. The Convertible Promissory Note was issued with an initial principal balance of $412,500, with the remaining $412,500 drawable at Denali’s request prior to the maturity of the Convertible Promissory Note.

Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the ~~earlier~~consummation of the ~~consummation~~initial Business Combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a ~~Business Combination or one year from~~

~~the date of this Quarterly Report~~

~~. Over this time period, the~~potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will

~~use funds in the Trust Account~~

be available to ~~pay~~

~~existing accounts payable,~~

~~identify and evaluate~~

~~prospective initial Business Combination candidates,~~

~~perform~~

~~due diligence~~it on ~~prospective target businesses,~~

~~pay~~

~~for travel expenditures~~

~~in connection with the identification and evaluation of prospective target businesses~~

~~select~~

~~the target business~~

~~with which to effectuate an initial Business Combination~~

~~, and~~

~~structure, negotiate and consummate~~

~~the Business Combination.~~commercially acceptable terms, if at all.

In ~~connection~~accordance with ~~the Company’s assessment of going concern considerations in accordance~~

~~with~~

~~FASB~~ ASC

Subtopic 205-40, ~~Presentation~~“Presentation of Financial Statements –- Going ~~Concern, management~~Concern”, the Company has ~~determined~~evaluated that there are certain conditions and events, considered in the ~~date for mandatory liquidation and dissolution, and the Company’s liquidity situation as discussed above, raises~~aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern through ~~April 6,~~July 11, 2023 ~~the scheduled liquidation date of~~(or by October 11, 2023, if the Company further extends the period of time to consummate a business combination), the date that the Company will be required to cease all operations, except for the purpose of winding up, if ~~it does not complete~~ a Business Combination ~~prior~~is not consummated. These consolidated financial statements do not include any adjustments relating to ~~such date.~~

the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these ~~unaudited condensed~~consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these ~~unaudited~~

condensed

consolidated financial statements.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of these ~~unaudited~~

condensed

consolidated financial statements.

The ~~unaudited condensed~~ financial statements contained within this report are presented on a consolidated basis and do not ~~include any adjustments that might result from~~disclose consolidating issuer financial information as would be required to be disclosed pursuant to Rule 3-10 of Regulation S-X promulgated by the ~~outcome of this uncertainty.~~Securities and Exchange Commission.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed

consolidated

financial statements have been prepared in accordance with

accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X

under the Securities ~~Act~~

.Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s ~~prospectus, which contains the initial audited financial statements and notes thereto for the period from January 5, 2022 (inception) to February 7, 2022, as~~report on Form 10-K filed with the SEC on March ~~1, 2022, and the Company’s report on Form 8-K, which contains the Company’s audited balance sheet and notes thereto~~17, 2023. The condensed consolidated Balance Sheet as of ~~April 11,~~December 31, 2022 aspresented in this Form 10-Q has been derived from the audited Balance Sheet filed ~~with~~in the ~~SEC on April 15, 2022.~~aforementioned Form 10-K. The interim results for the ~~period from January 5, 2022 (inception) to September 30, 2022~~

three months ended March 31, 2023 are

not necessarily indicative of the results to be expected for the

fiscal year

ending December 31, ~~2022~~2023 or for any future interim periods.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a ~~nonbinding~~non-binding advisory vote on executive compensation and

shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the ~~unaudited condensed~~

consolidated

financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

consolidated

financial statements and the reported amounts of income and expenses during the reporting period. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents on ~~September 30, 2022.~~

March 31, 2023

and December 31, 2022

~~Investments~~

Investment Held in Trust Account

The Company’s portfolio of ~~investments~~investment held in the Trust Account is comprised of ~~investments~~an investment in money market funds that invest in U.S. government securities and generally have a readily determinable fair ~~value, or a combination thereof.~~value. Gains and losses resulting from the change in fair value of these securities

~~and interest earned on investments held in the Trust Account~~ are

included in income on Trust Account in the accompanying ~~unaudited~~ condensed

consolidated

statements of operations. The estimated fair values of ~~investments~~investment held in the Trust Account are determined using available market information.

Offering Costs

Offering costs incurred during the three months ended June 30, 2022 were ~~$5,105,315~~$

5,105,315 consisting principally of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are related to the IPO and were

initially

charged to

~~shareh~~

~~lder~~

s’ shareholders’ equity upon the completion of the IPO. The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - “Expenses of ~~Offering~~

Offering”.

” The Company allocates offering costs between the Public Shares and Public Warrants (as defined below in Note 3) based on the relative fair values of the Public Shares and Public Warrants. Accordingly, $4,488,135 was allocated to the Public Shares and charged to temporary equity, and $617,180 was allocated to Public Warrants and charged to

shareholders’

equity/(deficit).

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the

condensed consolidated

balance sheet, primarily due to its short-term nature.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 ~~“Distinguishing Liabilities from Equity” (“ASC 480”)~~ and FASB ASC ~~815.~~815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for

the

8,250,000 Public Warrants (as defined in Note 3) and 510,000 Private

Placement

Warrants (as defined in Note 4) as equity-classified instruments.

~~The over~~

~~allotment liabilities during the period from January 5, 2022 to September 30, 2022 are not material to these financial statements.~~

Class A Ordinary Shares Subject to Possible Redemption

The Company ~~account~~

accounts for its Class A ordinary shares subject to possible redemption in accordance with ASC 480. Class A ordinary shares subject to mandatory redemption (if any) isare classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) isare classified as temporary equity. At all other times, ordinary shares are classified as

shareholders’

equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and

are

subject to the occurrence of uncertain future events. Accordingly, as of ~~September 30,~~March 31, 2023

and December 31, 2022

, 8,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the

shareholders’

~~equity~~ deficit section of the Company’s ~~unaudited~~

condensed ~~balance sheet.~~

consolidated

balance sheet

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional ~~paid~~

inpaid-in capital or accumulated deficit if additional ~~paid~~

inpaid-in capital equals to zero.

As of ~~September 30,~~March 31, 2023

and December 31, 2022

, the ordinary shares reflected in the ~~unaudited~~

condensed

consolidated balance ~~sheet~~sheets are reconciled in the following table:

Gross proceeds from the IPO	$	82,500,000
Less:

Proceeds allocated to Public Warrants		(9,973,401	)
Allocation of offering costs related to redeemable shares		(4,488,135	)

Plus:
Initial measurement of carrying value to redemption value		16,111,536
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on t rust a ccount)		1,221,600
Ordinary shares subject to possible redemption – December 31, 2022		85,371,600
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on t rust a ccount)		912,646
Ordinary shares subject to possible redemption – March 31, 2023	$	86,284,246

~~Gross proceeds~~

~~82,500,000~~

~~Less:~~

~~Proceeds allocated to Public Warrants~~

~~(9,973,401~~

)

~~Allocation of offering costs related to redeemable shares~~

~~(4,488,135~~

)

~~Plus:~~

~~Initial~~

~~measurement~~

~~of carrying value to redemption value~~

~~16,111,536~~

~~Subsequent measurement of Class A ordinary shares subject to possible redemption (interest earned on Trust Account)~~

~~495,261~~

~~Ordinary shares subject to possible redemption~~

~~84,645,261~~

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.

Net Income/(Loss) Per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per redeemable and non-redeemable ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding between the redeemable and non-redeemable shares during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of

93,750 ~~Founder Shares~~

founder shares that were forfeited

during the three months ended June 30, 2022,

due to the underwriters’ partial exercise of ~~the~~their over-allotment option. ~~Any~~In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less dividends paid. The Company then allocated the undistributed income (loss) based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Subsequent measurement adjustments recorded pursuant to ASC 480-10-S99-3A related to redeemable shares are treated in the same manner as dividends on non-redeemable shares. Class A ordinary shares are redeemable at a price determined by the Trust Account held by the Company. This redemption price is not considered a redemption at fair value. Accordingly, the adjustments to the carrying amount are reflected in the Earnings Per Share (“EPS”) using the two-class method. The Company has elected to apply the two-class method by treating the entire periodic adjustment to the carrying amount of the Class A ordinary shares subject to possible redemption like a dividend.

Based on the above, any remeasurement of ~~the accretion to~~ redemption value of the Class A ordinary shares subject to possible redemption ~~was~~is considered to be dividends paid to the Public Shareholders.

Warrants issued are contingently exercisable (i.e.,

on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO). For

~~Earnings Per Share (“EPS”)~~

~~purposes,~~ EPS purpose, the warrants are anti-dilutive since they would generally not be reflected in basic or diluted EPS until the contingency is resolved.

As of ~~September 30,~~March 31, 2023

and 2022

, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic earnings

(loss)

per ordinary share for the ~~periods~~

period

presented.

The net income (loss) per share presented in the ~~unaudited~~

condensed ~~statement~~

consolidated statements

of operations is based on the following:

Three months

ended September 30,

2022

From January 5,

2022 (inception)

through September 30,

2022

Net income

$
307,468

$
265,278

Interest earned on investment held in Trust Account

(380,429
)

(495,261
)
Accretion of temporary equity into redemption value

-

(16,111,536
)
Net loss including accretion of equity into redemption value

$
(72,961
)

$
(16,341,519
)

	Three M onths E nded March 31, 2023			For T he P eriod F rom January 5, 2022 ( I nception) T hrough March 31, 2022

Net loss	$	(1,009,102	)	$	(11,343	)
Income on Trust Account		(912,646	)		-
Net loss including remeasurement of equity to redemption value	$	(1,921,748	)	$	(11,343	)

	Three month s ended September 30, 2022						From January 5, 2022 (inception) through September 30, 2022						Three Months Ended March 31, 2023						For The Period From January 5, 2022 (Inception) Through March 31, 2022
	Redeemable Shares			Non- Redeemable Shares			Redeemable Shares			Non- Redeemable Shares			Redeemable Shares			Non- Redeemable Shares			Non- Redeemable Shares
Basic and diluted net income/(loss) per share:
Numerators:
Allocation of net loss including accretion of temporary equity	$	(55,618	)	$	(17,343	)	$	(11,673,872	)	$	(4,667,647	)	$	(1,464.950	)	$	(456,798	)	$	(11,343	)
Interest earned on investment held in Trust Account		380,429			-			495,261			-
Accretion of temporary equity to redemption value		-			-			16,111,536			-
Allocation of net income/(loss)	$	324,811		$	(17,343	)	$	4,932,925		$	(4,667,647	)
Income on Trust Account														912,646			-			-
Allocation of net loss													$	(552,304	)	$	(456,798	)	$	(11,343	)

Denominators:
Weighted-average shares outstanding		8,250,000			2,572,500			5,305,762			2,121,441			8,250,000			2,572,500			1,242,733
Basic and diluted net income/(loss) per share		0.04			(0.01	)		0.93			(2.20	)
Basic and diluted net loss per share													$	(0.07	)	$	(0.18	)	$	(0.01	)

1115

Income Taxes

The Company accounts for income taxes under FASB ASC 740,

~~“Income~~ “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial ~~statement~~statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial ~~statement~~statements and prescribes a recognition threshold and measurement process for financial ~~statement~~statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September 30,~~March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company determined that the Cayman Islands is the Company’s only major tax ~~jurisdiction.~~jurisdiction and the location of all members of management, sponsors, directors, any employees or assets to the extent employed is the United States.

The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

There is currently no taxation imposed on income by the Government of the Cayman Islands for the three months ended March 31, 2023 and for the period from January 5, 2022 (inception) through ~~September 30,~~March 31, 2022.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “

Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)

”, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has not adopted ASU 2020-06 yet and has not determined how applying it will impact the

condensed

consolidated financial statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s ~~unaudited condensed~~

consolidated

financial statements.

NOTE 3 - INITIAL PUBLIC OFFERING

On April 11, 2022, the Company ~~sold~~consummated the IPO of 8,250,000 Public Units, inclusive of 750,000 Public Units issued pursuant to the underwriters’ partial exercise of their over-allotment option. The Public Units were sold at a purchase price of $10.00 per Public Unit, generating gross proceeds of ~~$82,500,000 (including 750,000 Public Units pursuant to the underwriters’ partial exercise of the over-allotment option) related to the IPO.~~$82,500,000. Each Public Unit consists of one Public Share and one Public Warrant. Each Public Warrant entitles the holder thereof to purchase one Public Share at a price of $11.50 per ~~share, and only whole warrants are exercisable.~~share.

The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation (see Note 7).

1216

NOTE 4 - PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Company consummated a private placement and the Sponsor purchased an aggregate of 510,000 Private Placement Units (including 30,000 Private Placement Units pursuant to the underwriters’ partial exercise of the over-allotment option) at a price of $10.00 per Private Placement Unit, ~~for an aggregate purchase price~~generating gross proceeds to the Company of ~~$5,100,000, in a private placement.~~$5,100,000. Each whole Private Placement Unit consists of one Class A ordinary share (“Private Placement Shares”) and one warrant (“Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Certain of the proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account.

If the Company does not complete a Business Combination within 1215 months from the closing of the IPO (or up to 18 months from the closing of the IPO, if the Company extends the period of time to consummate a Business Combination), the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Company’s Class A ordinary shares (subject to the requirements of applicable law) and the Private Placement Units and all underlying securities will expire worthless. The Private Placement Units will not be transferable, assignable, or saleable until 30 days after the completion of an initial Business Combination, subject to certain exceptions.

NOTE 5 - RELATED PARTY TRANSACTIONS

Founder Shares

On February 3, 2022, the ~~Sponsor acquired~~Company issued an aggregate of 2,156,250 ~~Founder Shares~~of founder shares to the Sponsor in exchange for a payment of $25,000 ~~paid~~from the Sponsor for deferred offering ~~costs borne by~~costs. In March 2022, the ~~Sponsor.~~Sponsor transferred 20,000 founder shares to the Chief Financial Officer of the Company and 110,000 founder shares to

certain members of the Company’s board of directors. On May 23, 2022, 93,750 ~~Founder Shares~~founder shares were forfeited by the Sponsor as the underwriters did not exercise ~~the~~their over-allotment option on the remaining

375,000 Public Units (see Note 6)., resulting in the Sponsor holding a balance of

1,932,500 founder shares.

The ~~Founder Shares~~founder shares are identical to the Class A ordinary shares included in the units sold in the IPO, except that the ~~Founder Shares~~founder shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business ~~Combination.~~

Combination (see Note 7). Also,

the

~~ponsor~~ Sponsor and each member of

the

Company’s management team have entered into an agreement with

the Company,

, pursuant to which they have agreed to waive their redemption rights with respect to any

~~ounder~~

~~hares~~ founder shares and

~~ublic~~

~~hares~~ Public Shares held by them.

The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their ~~Founder Shares~~founder shares until the earlier of (A) one year after the completion of an initial Business Combination and (B) subsequent to the Company’s initial Business Combination,

(x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all Public Shareholders having the right to exchange their Public Shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor and the Company’s directors and executive officers with respect to any ~~Founder Shares.~~founder shares.

The sale of the founder shares to the Company’s Chief Financial Officer and to certain members of the Company’s board of directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 130,000 shares granted to the Company’s directors and executive officers was $1,005,964 or $7.74 per share. The founder shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the founder shares is recognized only when the performance condition is of

probable

occurrence under the applicable accounting literature in this circumstance. As of March 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founder shares times the fair value per share at the grant date (unless subsequently modified) less the amount initially received for the purchase of the founder shares.

Promissory Note - Related Party

On February 3, 2022, the Sponsor agreed to loan the Company up to $400,000 to be used for a portion of the expenses of the IPO. As of April 11, 2022, there was $80,000 outstanding under the Promissory Note. This loan was non-interest bearing, unsecured and due at the earlier of (i) September 30, 2022 or (ii) the closing of the IPO. On April 12, 2022, the loan was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account.

Due to the Related Party

The Sponsor paid certain formation, operating or offering costs on behalf of the Company. These amounts are due on demand and are non-interest bearing. During the period from January

, 2022

(inception)

through March 31, ~~2022,~~2023, the Sponsor paid $215,020 of formation, operating costs and offering costs on behalf of the Company. On April 12, 2022, the Company paid the Sponsor $160,020 and on April 14, 2022, the Company received

~~$25,000~~ $25,000 from the Sponsor. Subsequently on July 19, 2022, the Company fully paid $80,000 to the related party. As of ~~September 30,~~March 31, 2023

and D

cember

31, 2022

there were no amounts outstanding due to the related party.

Working Capital Loan

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, ~~loan~~provide the Company ~~funds as may be required (the “Working~~Working Capital ~~Loans”).~~Loans. If the Company completes a Business Combination, ~~the Company~~it would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. ~~Otherwise, the Working Capital Loans would be repaid only out of funds held outside of the Trust Account.~~ In the event that a Business Combination does not ~~complete,~~close the Company may use a portion of proceeds held outside of the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used ~~to repay the Working Capital Loans.~~for such repayment.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-business combination entity at a price of

~~$10.00~~ $10.00 per unit. The units would be identical to the Private Placement Units. As of ~~September 30,~~March 31, 2023

and D

cember

31, 2022

Working Capital Loans were ~~outstanding.~~outstanding (Refer to Note 9 for the “Convertible Promissory Note” entered into on April 11, 2023).

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the ~~Founder Shares,~~founder shares, Private Placement Shares and Private Placement Warrants, including any of those issued upon conversion

the Working Capital Loans (and any Private Placement Shares issuable upon the exercise of the Private Placement Warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on April 6, 2022. The holders of these securities are entitled to make up to three demands, excluding ~~short-form~~short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses of filing any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in part for 750,000 Public Units on April 11, 2022. On May 23, 2022, the underwriters decided not to exercise the over-allotment option on the remaining 375,000 Public Units

~~within the 45-day period.~~

The underwriters received a cash underwriting discount of $0.20 per Public Unit, or $1,650,000 in the aggregate, paid upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Public Unit, or $2,887,500 in the aggregate,

, which is included in the accompanying

condensed consolidated

balance ~~sheet.~~sheet

. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7 -

~~SHAREHOLDERS’~~

SHAREHOLDER’S DEFICIT

Preference shares

- The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~September 30,~~March 31, 2023

and D

cember

31, 2022

there were no preference shares issued orand outstanding.

Class A Ordinary Shares -

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of ~~September 30,~~March 31, 2023

and D

cember

31, 2022

there were 510,000 Class A ordinary shares issued and outstanding, excluding 8,250,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares

- The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of ~~September 30,~~March 31, 2023

and D

cember

31, 2022

there were 2,062,500 Class B ordinary shares issued and outstanding. On May 23, 2022

93,750 Class B ordinary shares were forfeited as the underwriters did not exercise the over-allotment option on the remaining 375,000 Public Units.

Prior to the Company’s initial Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors and holders of a majority of the Company’s Class B ordinary shares may remove a member of the board of directors

~~of the Company~~

for any reason. In addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least ~~two thirds~~two-thirds of the votes of all ordinary shares voted at a general meeting), holders of ~~Founder Shares~~founder shares will have ten votes for every ~~Founder Share~~founder share and holders of Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, the Company’s initial

shareholders

will be able to approve any such proposal without the vote of any other shareholder.

The Class B ordinary shares will automatically convert into Class A ordinary shares on the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all ~~Founder Shares~~founder shares will equal, in the aggregate, on an ~~as- converted~~as-converted basis, approximately 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of the Working Capital Loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Warrants

All warrants (Public Warrants and Private ~~Warrants~~

)Warrants) will become exercisable at $11.50 per share, subject to adjustment, on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the ~~IPO;~~IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors

~~of the Company~~

and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any ~~Founder Shares~~founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value or the Newly Issued Price and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value or the Newly Issued Price.

1519

The Company ishas not ~~registering~~registered the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and it will use commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are ~~redeemed; provided, that~~redeemed. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

·

in whole and not in ~~part;~~part;

·

at a price of $0.01 per ~~warrant;~~warrant;

·

upon a minimum of 30 days’ prior written notice of redemption, which is referred to as the 30-day redemption ~~period;~~period; and

·

if, and only if, the last reported sale price of ordinary shares equals or exceeds $16.50 per share (as adjusted for ~~share splits, share dividends, reorganizations, recapitalizations, and~~adjustments to the ~~like)~~number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless a registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the warrants for redemption as described above, its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s shareholders of issuing the maximum number of ordinary shares issuable upon the exercise of the Company’s warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the ~~average~~ volume weighted average ~~last reported sale~~ price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

NOTE 8 - FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following ~~table~~tables presents information about the Company’s assets that are measured at fair value on a recurring basis as of ~~September 30,~~March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

	As of September 30, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		As of March 31, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investment held in Trust Account	$	84,645,261		84,645,261		-		-	$	86,284,246	$	86,284,246		-		-

	As of December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investment held in Trust Account	$	85,371,600	$	85,371,600		-		-

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through ~~November 15, 2022, which was~~ the date these ~~unaudited~~ condensed consolidated financial statements were ~~available for issuance~~issued and determined that there were no significant unrecognized events through that ~~date.~~date other than those noted below.

On April 12, 2023,

through a unanimous written resolution of the Board of Directors approved on April 11, 2023,

the Company issued a press release announcing that it deposited $825,000 into the Trust Account

, 50% of this amount being a loan from the Sponsor in the form of convertible promissory note as mentioned above,

in order to extend the period of time it has to consummate a business combination by an additional three months, from the current deadline of April 11, 2023 to July 11, 2023 (the “Extension”).

1721

tem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

I~~tem 2.~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

References in this ~~Quarterly Report~~report (the “Quarterly Report”) to ~~“we,~~the “Company,” “our,” “us” or ~~the “Company”~~“we” refer to Denali Capital Acquisition Corp. ~~References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Denali Capital~~

~~Global Investment LLC~~

. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the

consolidated

financial statements and the notes related thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form ~~10‑~~10

‐

Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are ~~forward- looking~~forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (“IPO”) filed with the SEC on April 7, 2022,

~~, and in its Quarterly~~ the Annual Report on Form ~~10-Q for the quarterly period ended June 30, 2022,~~10-K filed with the SEC on ~~August 12, 2022~~

.March 17, 2023, and the preliminary prospectus/proxy statement included in a Registration Statement on Form S-4 filed with the SEC by Denali SPAC Holdco, Inc. on March 29, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at

www.sec.gov

. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated ~~in the~~as a Cayman Islands exempted company on January 5, 2022 (inception) ~~formed~~, for the purpose of effecting an initial business combination. While we will not be limited to a ~~merger, share exchange, asset~~particular industry or geographic region in our identification and acquisition ~~share purchase, reorganization or similar~~of a target company, we intend to focus on technology, consumer and hospitality and will not complete our initial business combination with ~~one~~a target that is headquartered in China (including Hong Kong and Macau) or ~~more businesses (a “Business Combination”)~~conducts a majority of its business in China (including Hong Kong and Macau). We intend to effectuate our ~~Business Combination~~initial business combination using cash ~~derived~~ from the proceeds of our ~~initial public offering (“IPO”)~~IPO and the sale of units ~~(the “Private~~in the Private Placement ~~Units”) in a private placement (the “Private Placement”)~~ to the ~~Company’s founder and~~ sponsor, ~~Denali Capital Global Investments LLC (the “Sponsor”),~~ additional shares, debt or a combination of cash, ~~shares~~equity and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a ~~Business Combination~~business combination will be successful.

Recent Developments

On January 25, 2023, we entered into a Merger Agreement, by and among Longevity, New PubCo, Denali Merger Sub, Longevity Merger Sub, and Bradford A. Zakes, solely in the capacity as seller representative.

Pursuant to the Merger Agreement, the parties thereto will enter into the Transactions, pursuant to which, among other things, immediately following the consummation of the acquisitions by Longevity of each of Cerevast Medical, Inc., Aegeria Soft Tissue LLC, and Novokera LLC, (i) Denali Merger Sub will merge with and into Denali, with Denali as the surviving entity of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Longevity, with Longevity as the surviving company of the Longevity Merger. Following the Mergers, each of Longevity and Denali will be a subsidiary of New PubCo, and New PubCo will become a publicly traded company. At Closing, New PubCo will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq Capital Market under the ticker symbol “LBIO.”

On March 29, 2023 , Denali SPAC Holdco Inc

. filed a Registration Statement on Form S-4 (as may be amended or supplemented from time to time, the “Form S-4” or the “Registration Statement”) with the SEC, which includes a preliminary proxy statement and a prospectus in connection with the proposed Transactions.

For more information about the Merger Agreement and the proposed Longevity Business Combination, see our Current Report on Form 8-K/A filed with the SEC on January 26, 2023 and Form S-4 filed with the SEC on March 29, 2023. Unless specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed Transactions and does not contain the risks associated with the proposed transactions. Such risks and effects relating to the proposed transactions are included in the Form S-4 filed with the SEC on March 29, 2023, relating to our proposed business combination with Longevity.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from January 5, 2022 (inception) through ~~September 30, 2022~~March 31, 2023, were organizational activities, ~~and~~ those necessary to prepare for and complete the IPO, ~~described below.~~and, subsequent to the IPO, identifying a target company for a business combination and activities in connection with the proposed Longevity Business Combination. We do not expect to generate any operating revenues until after the completion of our initial ~~Business Combination.~~business combination. We ~~expect to generate~~are generating non-operating income in the form of interest income on marketable securities held after the IPO. We ~~expect that we~~have incurred and will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a ~~Business Combination.~~

For the three months ended September 30, 2022, we had net income of $307,468, which consists of interest earned on investment held in the Trust Account, as defined below, of $380,429 partially offset by $72,961 of formation and operating costs.business combination.

For the ~~period from January 5, 2022 (inception) through September 30, 2022,~~three months ended March 31, 2023, we had a net ~~income~~loss of ~~$265,278,~~$1,009,102 which primarily consists of ~~interest~~formation and operating expenses of $1,921,748, partially offset by income earned on investment held in the Trust Account of ~~$495,261 partially offset by $229,983 of formation and operating costs.~~$912,646.

For the period from January 5, 2022 (inception) through ~~September 30,~~March 31, 2022, we had ~~an increase~~a net loss of $11,343, which consisted of formation and operating costs.

For the three months ended March 31, 2023, we had a decrease in cash ~~flows~~ of ~~$985,578~~$240,397 resulting from net cash used in operating activities of ~~$260,264, net cash used in investing activities of $84,150,000 and net cash provided by financing activities of $85,395,842.~~$240,397.

Cash Flows from Operating Activities

For the ~~period from January 5, 2022 (inception) through September 30, 2022,~~three months ended March 31, 2023, net cash used in ~~operations~~operating activities was

~~$260,264~~ $240,397, primarily due to net ~~income~~loss of ~~$265,278~~$1,009,102 for the period and the changes in current assets and liabilities of ~~$(41,624),~~$1,681,351 due to prepaid expenses of ~~$(132,427)~~$(5,826) and accounts payable and accrued expenses of ~~$90,803.~~$1,687,177. In addition, net cash used in operating activities includes ~~adjustments~~income on the Trust Account of $912,646.

For the period from January 5, 2022 (inception) to ~~reconcile~~March 31, 2022, net ~~income~~cash used in operating activities was $0, primarily due to net loss of $11,343 for the period which resulted from formation and operating costs paid by related ~~party of $11,343 and income on Trust Account of $495,261.~~party.

Cash Flows from ~~Investing~~Financing Activities

For the three months ended March 31, 2023, net cash provided by financing activities was $0.

For the period from January 5, 2022 (inception) through ~~September 30, 2022, net cash used in investing activities was $84,150,000 due to investment held in Trust Account.~~

~~Cash Flows from Financing Activities~~

~~- For the period from January 5, 2022 (inception) through September 30,~~March 31, 2022, net cash provided by financing activities was ~~$85,395,842~~$16,567, primarily due to proceeds from issuance of ~~promissory note~~the Promissory Note to the related party of $80,000 ~~proceeds from related party of~~

~~$25,000, proceeds from issuance of private placement units of $5,100,000, proceeds from issuance of public units through public offering of~~

~~$82,500,000, payment of promissory note to related party of $80,000, payment to related party of $240,020,~~and payment of offering costs of ~~$339,138 and payment of underwriter’s discount of $1,650,000.~~$63,433.

Liquidity and Capital Resources

Our liquidity needs prior to the consummation of the IPO were satisfied through a payment from the ~~Sponsor~~sponsor and the loan under an unsecured promissory note from the ~~Sponsor~~sponsor of up to ~~$400,000.~~$400,000 (the “Promissory Note”).

On April 11, 2022, we consummated the IPO of 8,250,000 ~~units (“Public Units”),~~Units, inclusive of 750,000 ~~Public~~ Units ~~sold~~issued pursuant to the partial exercise by the underwriters ~~upon the underwriters’ election to partially exercise~~of their over-allotment option. Each Public Unit consists of one Class A ordinary share, $0.0001 par value per share (such shares included in the Public Units, the “Public Shares”), and one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Public Share at an exercise price of $11.50 per share. The ~~Public~~ Units were sold at a price of $10.00 per ~~Public~~ Unit, generating gross proceeds of $82,500,000. Simultaneously with the closing of the IPO, we consummated the sale of 510,000 Private Placement Units, inclusive of 30,000 Private Placement Units sold to the ~~Sponsor~~sponsor pursuant to the underwriters’ ~~election to partially~~partial exercise of their over-allotment option. Each whole Private Placement Unit consists of one Class A ordinary share ~~(“Private Placement Shares”)~~ and one warrant, ~~(“Private Warrants”),~~ each whole ~~Private Warrant~~warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. The Private Placement Units were sold at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,100,000.

Following the closing of the IPO and sale of the Private Placement Units on April 11, 2022, a total of $84,150,000 was placed in ~~a U.S.-based trust account maintained by Wilmington~~the Trust ~~National Association, acting as trustee (the “Trust Account”),~~Account, and we had $1,515,795 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, we incurred $5,105,315 in transaction costs, consisting of $1,650,000 of underwriting fees, $2,887,500 of deferred underwriting fees and $567,815 of other offering costs.

~~Deferred offering costs consist of legal, accounting, and underwriting fees and other costs incurred through the balance sheet date that are directly related to the IPO.~~

As of ~~September 30, 2022,~~March 31, 2023, we had ~~marketable securities~~investment held in the Trust Account of ~~$84,645,261.~~$86,284,246. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account ~~excluding deferred underwriting commissions,~~(less income taxes payable), to complete our ~~Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any.~~business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a ~~Business Combination,~~business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2023, we had cash of $579,350 outside of the Trust Account. If we do not complete the Longevity Business Combination, we intend to use the funds held outside of the Trust Account primarily to ~~primarily~~ identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a ~~Business Combination.~~business combination.

On January 25, 2023, we entered into the Merger Agreement, by and among Longevity, New PubCo, Denali Merger Sub, Longevity Merger Sub, and Bradford A. Zakes, solely in the capacity as seller representative.

On March 29, 2023, Denali SPAC HoldCo filed a Form S-4 with the SEC to register shares of its common stock that will be issued in connection with the business combination contemplated by the Merger Agreement.

As of March 31, 2023, we had a working capital deficit of $ 2,305,553. In order to fund working capital deficiencies or finance transaction costs in connection with a ~~Business Combination,~~business combination, our ~~Sponsor~~sponsor or an affiliate of our ~~Sponsor~~sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be ~~required.~~required (the “Working Capital Loans”). If ~~the Company completes~~we complete the initial ~~Business Combination, it~~business combination, we would repay such loaned ~~amounts.~~amounts or convert them into equity securities as described below. In the event that the initial ~~Business Combination~~business combination does not close, ~~the Company~~we may use a portion of the working capital held outside of the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity, at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside of the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment.

As of September 30, 2022, we had cash of $985,578 and working capital of $1,027,202. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, provide us funds as may be required (the “Working Capital Loans”). As of September 30, 2022,March 31, 2023, there were no amounts outstanding under any Working Capital Loans.

Accordingly, the accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the initial Business Combination.

Based on the foregoing, management believes that ~~the Company~~we will not have sufficient working capital and borrowing capacity to meet ~~its~~our needs through the ~~earlier~~consummation of the ~~consummation~~initial business combination. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a ~~Business Combination or one year from~~potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

In accordance with Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements - Going Concern”, the ~~date of this filing.~~

~~These factors, among others,~~Company has evaluated that there are certain conditions and events, considered in the aggregate, that raise substantial doubt about ~~our~~the Company’s ability to continue as a going ~~concern.~~

~~Over this time period,~~concern through July 11, 2023 (or by October 11, 2023, if the Company will use these funds to pay existing accounts payable, identify and evaluate prospective initial Business Combination candidates, perform due diligence on prospective target businesses, pay for travel expenditures in connection with the identification and evaluation of prospective target businesses, select the target business with which to effectuate an initial Business Combination, and structure, negotiate and consummate the Business Combination. In case the Company is unable to consummate the initial Business Combination by April 6, 2023, it will seek to extend the combination period up to 18 months from the date of the IPO by resolution of the board of directors of the Company. In order to extend the time available for the Company to consummate an initial Business Combination for an additional three months, the Sponsor or its affiliates or designees must deposit into the Trust Account $825,000, (or $0.1 per share) or up to an aggregate of $1,500,000, or ($0.20) per share, on or prior to the date of the deadline. The Company will issue a press release announcing each extension at least three days prior to the deadline. In addition, it will issue a press release the day after the deadline, announcing whether the funds have been timely deposited. The Sponsor and its affiliates or designees are obligated to fund the Trust Account in order to extend the time for us to complete our initial Business Combination, but the Sponsor will not be obligated to extend such time. In addition to the foregoing arrangements, the Company may extendfurther extends the period of time to consummate ~~an initial Business Combination by~~ a ~~shareholder vote~~business combination), the date that the Company will be required to ~~amend our amended and restated memorandum and articles~~cease all operations, except for the purpose of ~~association (“Shareholder Extension Period”).~~winding up, if a business combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a ~~Business Combination~~business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial ~~Business Combination.~~business combination. Moreover, we may need to obtain additional financing either to complete our ~~Business Combination~~business combination or because we become obligated to redeem a significant number of our ~~Public Shares~~public shares upon completion of our ~~Business Combination,~~business combination, in which case we may issue additional securities or incur debt in connection with such ~~Business Combination.~~business combination.

Off-Balance Sheet ~~Financing~~ Arrangements

We have no obligations, assets or liabilities, ~~that~~which would be considered off-balance sheet arrangements as of ~~September 30,~~March 31, 2023 and December 31, 2022. We do not participate in transactions that create relationships with ~~unconsolidated~~ entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

2024

Other Contractual Obligations

Registration Rights

The holders of our ~~Class B ordinary~~founder shares, ~~initially issued to our Sponsor in a private placement prior to the IPO (the “Founder Shares”),~~ Private Placement Shares and Private Placement Warrants, including any of those issued upon conversion of any Working Capital Loans (and any Private Placement Shares issuable upon the exercise of the Private Placement Warrants that may be issued upon conversion of any Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement signed on April 6, 2022. The holders of these securities are entitled to make up to three demands, excluding short form demands, that ~~the Company~~we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our initial ~~Business Combination~~business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. ~~The Company~~We will bear the costs and expenses of filing any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the date of IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in part for 750,000 Public Units on April 11, 2022. On May 23, 2022, the underwriters decided not to exercise the over-allotment option on the remaining 375,000 Public Units.

The underwriters received a cash underwriting discount of $0.20 per ~~Public~~ Unit, or $1,650,000 in the aggregate, paid upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.35 per ~~Public~~ Unit, or $2,887,500 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that ~~the Company completes~~we complete a ~~Business Combination,~~business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

~~Basis of Presentation~~

The ~~accompanying unaudited condensed~~preparation of consolidated financial statements ~~are presented~~and related disclosures in conformity with U.S. GAAP requires management to make estimates and ~~pursuant~~assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Please refer to the ~~rules and regulations of the SEC.~~

~~Emerging Growth Company Status~~

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Class A Ordinary Shares Subject to Possible Redemption~~

~~The Company will account for its Class A ordinary shares subject to possible redemption in accordance with the guidance in the Financial~~Critical Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares will feature certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022, 8,250,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equityPolicies section of the Company’s ~~unaudited condensed balance sheet.~~

~~The Company recognizes~~Annual Report on Form 10-K filed with the SEC on March 17, 2023. There have been no changes ~~in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares~~ to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

~~Warrants~~

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under FASB ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

those policies.

~~Net Income/(Loss) Per Ordinary Share~~

The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 93,750 Founder Shares that were forfeited due to the underwriters’ partial exercise of the over-allotment option. Any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. Warrants issued are contingently exercisable (i.e., on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO). For Earnings Per Share (“EPS”) purposes, the warrants are anti-dilutive since they would generally not be reflected in basic or diluted EPS until the contingency is resolved. As of September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted profit (loss) per ordinary share is the same as basic earnings per ordinary share for the periods presented.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)”, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective January 1, 2024, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has not adopted ASU 2020-06 yet and has not determined how applying it will impact the condensed consolidated financial statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on ~~the Company’s~~our consolidated financial statements.

tem 3.

Quantitative and Qualitative Disclosures About Market Risk

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~As of September 30, 2022, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the~~The net proceeds of our IPO ~~including amounts~~and the Private Placement held in the Trust Account ~~have been~~are invested in ~~certain~~ U.S. government securities with a maturity of 185 days or less or in ~~certain~~ money market funds ~~that~~meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest ~~solely~~only in direct U.S. ~~treasuries.~~government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

tem 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~CONTROLS AND PROCEDURES~~

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Evaluation of Disclosure Controls and Procedures~~

As required by Rules ~~13a‑15~~13a-15f and ~~15d‑15~~15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September 30, 2022.~~March 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules ~~13a‑15(e)~~13a-15 (e) and ~~15d‑15(e)~~15d-15 (e) under the Exchange Act) were effective.

Changes in Internal Control ~~Over~~over Financial Reporting

During the ~~most recently completed fiscal~~ quarter ended March 31, 2023, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

P~~art II.~~

art II. OTHER INFORMATION

tem 1.

LEGAL PROCEEDINGS.

None.

I~~tem 1A.~~

tem 1A. Risk Factors.

~~RISK FACTORS.~~

Factors that could cause our actual results to differ materially from those in this ~~Quarterly~~Quarter Report are any of the risks ~~described~~contained in our ~~final prospectus~~registration statement on Form S-1 (File No. 263123) filed in connection with our IPO, our Annual Report on Form 10-K for the annual period ended December 31, 2022, and the Registration Statement on Form S-4 by Denali SPAC Holdco, Inc., relating to our ~~IPO~~proposed business combination with Longevity (File No. 333-270917), as filed with the SEC on ~~April 7,~~March 17, 2023 and March 29, 2023, respectively.

As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the annual period ended December 31, 2022, and ~~in other filings~~the Registration Statement on Form S-4 by Denali SPAC Holdco, Inc., relating to our proposed business combination with Longevity (File No. 333-270917), as filed with the SEC ~~as described below. Any of these factors could result in a significant or material adverse effect~~ on ~~our results of operations or financial condition. We~~March 17, 2023 and March 29, 2023, respectively. However, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Additional risk factors not currently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in (i) our final prospectus for our IPO filed with the SEC on April 7, 2022, and (ii) our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 12, 2022. except for the following:

Changes in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, investments and results of operations, and our ability to negotiate and complete our initial Business Combination.

We are subject to laws and regulations, and interpretations and applications of such laws and regulations enacted by national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we will be required to comply with certain SEC and other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations,

~~interpretations~~

and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, investments and results of operations, and our ability to negotiate and complete an initial business combination. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business and results of operations, and our ability to negotiate and complete an initial business combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; changing the treatment of financial projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and a proposed safe harbor for SPACs under the Investment Company Act of 1940, as amended (including certain time limits to announce and consummate a business combination) (the “Investment Company Act”). These proposed rules, if adopted, whether in the form proposed or in revised form, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

~~The current economic downturn may lead to increased difficulty in completing our initial business combination.~~

Our ability to consummate our initial Business Combination may depend, in part, on worldwide economic conditions. In recent months, we have observed increased economic uncertainty in the United States and abroad. Impacts of such economic weakness include:

●

~~falling overall demand for goods and services, leading to reduced profitability;~~

●

~~reduced credit availability;~~

●

~~higher borrowing costs;~~

●

~~reduced liquidity;~~

●

~~volatility in credit, equity and foreign exchange markets; and~~

●

~~bankruptcies.~~

These developments could lead to inflation, higher interest rates, and uncertainty about business continuity, which may adversely affect the business of our potential target businesses and create difficulties in obtaining debt or equity financing for our initial Business Combination, as well as leading to an increase in the number of Public Shareholders exercising redemption rights in connection therewith.

~~Recent volatility in capital markets may affect our ability to obtain financing for our initial Business Combination through sales of ordinary shares or issuance of indebtedness.~~

With uncertainty in the capital markets and other factors, financing for our initial Business Combination may not be available on terms favorable to us or at all. If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our ordinary shares. Any debt financing secured by us could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may limit the operations and growth of the surviving company of our initial Business Combination. If we are unable to obtain adequate financing or financing on terms satisfactory to us, we could face significant limitations on our ability to complete our initial Business Combination.

Military conflict in Ukraine or elsewhere may lead to increased and price volatility for publicly traded securities, which could make it more difficult for us to consummate an initial Business Combination.

Military conflict in Ukraine or elsewhere may lead to increased and price volatility for publicly traded securities, including ours, and to other national, regional and international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial Business Combination on acceptable commercial terms or at all.

There may be significant competition for us to find an attractive target for an initial Business Combination. This could increase the costs associated with completing our initial Business Combination and may result in our inability to find a suitable target for our initial Business Combination.

In recent years, the number of SPACs that have been formed has increased substantially. Many companies have entered into business combinations with SPACs, and there are still many SPACs seeking targets for their initial business combination, as well as additional SPACs currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target for an initial Business Combination.

In addition, because there are a large number of SPACs seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find a suitable target for and/or complete our initial Business Combination and may result in our inability to consummate an initial Business Combination on terms favorable to our investors altogether.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial Business Combination and instead to liquidate the Company.

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its IPO registration statement. A company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO registration statement.

Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours that does not complete its business combination within 24 months after the effective date of the IPO registration statement.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 12-month anniversary of the effective date of the Registration Statement, instruct Wilmington Trust, National Association, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial Business Combination or liquidation of the Company. Following such movement of funds, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 12-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 12-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

~~There is substantial doubt about our ability to continue as a “going concern.”~~

In connection with the Company’s assessment of going concern considerations under applicable accounting standards, management has determined that our possible need for additional financing to enable us to negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date the financial statements included elsewhere in this Quarterly Report were issued. In case the Company is unable to consummate the initial Business Combination by April 6, 2023, it will seek to extend the combination period up to 18 months from the date of the IPO.

tem 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 3, 2022, the Sponsor acquired 2,156,250 Founder Shares for an aggregate purchase price of $25,000. The issuance of such Founder Shares to the Sponsor was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

None.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 510,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,100,000.

The Private Placement Shares sold as part of the Private Placement Units are identical to the Public Shares sold as part of the Public Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

A total of $84,150,000, comprised of $80,850,000 of the proceeds from the IPO, and $3,300,000 of the proceeds from the Private Placement, were placed in a U.S.-based trust account maintained by Wilmington Trust, acting as trustee.

~~For a description of the use of the proceeds generated in the Private Placement, see Part I, Item 2 of this Form 10‑Q.~~

tem 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

tem 4.

MINE SAFETY DISCLOSURES.

Not applicable.

tem 5.

OTHER INFORMATION.

None.

2726

tem 6.

EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form ~~10‑~~10‐Q.

No.		Description of Exhibit
31.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules ~~13a‑~~13a‐14(a) and ~~15d‑~~15d‐14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules ~~13a‑~~13a‐14(a) and ~~15d‑~~15d‐14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1***		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2***		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document.
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH**		XBRL Taxonomy Extension Schema Document.
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Incorporated herein by reference as indicated.

Filed herein.

***

Furnished herein.

P~~art III.~~

art III. SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~November~~May 15, ~~2022~~2023	DENALI CAPITAL ACQUISITION CORP.

	By:	/s/ Lei Huang
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ You “Patrick” Sun
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

	Page
Part I. FINANCIAL INFORMATION	24
Item 1. CONSOLIDATED FINANCIAL STATEMENTS - DENALI CAPITAL ACQUISITION CORP.	24
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1822
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2325
Item 4. CONTROLS AND PROCEDURES	2325
Part II. OTHER INFORMATION	2426
Item 1. LEGAL PROCEEDINGS.	2426
Item 1A. RISK FACTORS	2426
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	2726
Item 3. DEFAULTS UPON SENIOR SECURITIES.	2726
Item 4. MINE SAFETY DISCLOSURES.	2726
Item 5. OTHER INFORMATION	2726
Item 6. EXHIBITS.	2827
Part III. SIGNATURES	28