United States securities and exchange commission logo
November 2, 2023
Jiandong (Peter) Xu
President
Denali SPAC Holdco, Inc.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re: Denali SPAC Holdco,
Inc.
Amendment No. 4 to
Registration Statement on Form S-4
Filed October 20,
2023
File No. 333-270917
Dear Jiandong (Peter) Xu:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 15,
2023 letter.
Amendment No. 4 to Registration Statement on Form S-4, Filed October 20,
2023
Shareholder Proposal No. 1 - The Business Combination Proposal
Projected Financial Information, page 139
1. We note your response
to prior comment 4 and your disclosure on page 140 where you
state that "those
utilizing the information could add their own risk adjustment for success
of FDA approval.
Typically, the earlier the product is in the development cycle, the lower
the probability of
success compared to products that are further along in the development
cycle." Please revise
these statements so as to not (i) indirectly disclaim liability for
statements in your
registration statement and (ii) create any potential implication that
because your product
candidates are in clinical trials they are more likely to be approved
and note the risks
involved in assuming all of your product candidates will be approved.
Please also revise to
address the reliability of the projections related to the later years
presented.
Jiandong (Peter) Xu
Denali SPAC Holdco, Inc.
November 2, 2023
Page 2
Shareholder Proposal No. 5 - The Non-Binding Governance Proposals
Proposal No. 5F: Delaware as Exclusive Forum, page 171
2. We note your response to prior comment 7. On page I-6 you state that the
federal district
courts of the United States shall be the exclusive forum for the
resolution of any complaint
asserting a cause of action arising under the Securities Act of 1933, as
amended.
Elsewhere in the registration statement, such as on page 171, you state
that the United
States District Court for the District of Delaware will be the exclusive
forum for the
resolution of any complaint asserting a cause of action arising under the
Securities Act of
1933. Further, on page 173 you state that "the Court of Chancery of the
State of Delaware
(or, if the Court of Chancery does not have jurisdiction, another state
court located within
the State of Delaware or, if no court located within the State of
Delaware has jurisdiction,
the federal district court for the District of Delaware), to the fullest
extent permitted by
law, will be the sole and exclusive forum for the types of actions or
proceedings under
Delaware statutory or common law for the resolution of any complaint
asserting a cause
of action arising under the Securities Act." Please reconcile these
disclosures.
Please contact Jeanne Bennett at 202-551-3606 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with
any other
questions.
Sincerely,
FirstName LastNameJiandong (Peter) Xu Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameDenali SPAC Holdco, Inc.
Services
November 2, 2023 Page 2
cc: Andy Tucker
FirstName LastName