Denali SPAC Holdco, Inc.
437 Madison Avenue, 27th Floor
New York, New York 10022
December 12, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Jessica Ansart |
| Lauren Nguyen |
| RE: | Denali SPAC Holdco, Inc. (the “Company”) | |
| Registration Statement on Form S-4 (the “Registration Statement”) | ||
| File No. 333-270917 | ||
Ladies and Gentlemen:
The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the above-referenced Registration Statement such that the Registration Statement will become effective as of 4:30 P.M. Eastern time on December 14, 2023, or as soon thereafter as practicable.
Please contact Adam Marshall of Nelson Mullins Riley & Scarborough LLP at (404) 322-6709 or John Stribling of Sidley Austin LLP at (713) 495-4673 with any questions regarding the foregoing and to confirm the effectiveness of the Registration Statement.
| Very truly yours, | ||
| DENALI SPAC HOLDCO, INC. | ||
| By: | /s/ Jiandong (Peter) Xu | |
| Name: | Jiandong (Peter) Xu | |
| Title: | President | |
