SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 11, 2022
Denali Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| | | | |
(State or other jurisdiction | | | | |
| | | | |
|
437 Madison Avenue, 27th Floor, New York, New York | | |
(Address of principal executive offices) | | |
(
Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act.
| | | | |
Units, consisting of one Class A Ordinary Share, and one Warrant | | | | The Nasdaq Stock Market LLC |
| | | | |
Class A Ordinary Shares, par value $0.0001 per share | | | | The Nasdaq Stock Market LLC |
| | | | |
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
x
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.
On April 11, 2022, Denali Capital Acquisition Corp. (the “Compasny”) consummated an initial public offering (the “IPO”) of 8,250,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Shares”), and one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $82,500,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 510,000 Units (the “Private Placement Units”) to the Company’s sponsor, Denali Capital Global Investments LLC, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,100,000 (together with the gross proceeds from the IPO, the “Offering Proceeds”). Certain of the proceeds from the IPO together with certain of the proceeds from the Private Placement, $84,150,000 in the aggregate, were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Wilmington Trust, National Association acting as trustee. Except for the withdrawal from interest earned on the Offering Proceeds in the trust account to fund franchise and income taxes payable and up to $100,000 of interest to pay dissolution expenses, or upon the redemption by public shareholders of Class A Ordinary Shares in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the trust account will be released until the earlier of the completion of the Company’s initial business combination or the redemption of 100% of the Class A Ordinary Shares included in the Units and issued by the Company in the IPO if the Company is unable to consummate an initial business combination within 12 months from the closing of the IPO (which may be extended under certain circumstances).
An audited balance sheet as of April 11, 2022 reflecting receipt of the Offering Proceeds has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| | Financial Statements and Exhibits. |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Denali Capital Acquisition Corp. | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
