Denali Capital Acquisition Corp-A美股招股说明书(2025-08-13版)

Dear Shareholders: You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of Denali Capital Acquisition Corp., a Cayman Islands exemptedcompany (“Denali”), at the offices of US Tiger Securities, Inc. located at 437 Madison Avenue, 27th Floor, New York, New York 10022, at 9:00 a.m.Eastern Time, on Wednesday, September3, 2025. Denali is a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase,recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.”Holders of ClassA ordinary shares, par value $0.0001 per share, of Denali (“Denali ClassA Ordinary Shares”) and holders of Class B ordinary shares,par value $0.0001 per share, of Denali (“Denali Class B Ordinary Shares”), voting together as a single class, will be asked to approve and adopt theAgreement and Plan of Merger, dated as of August30, 2024 (as it may be amended or restated from time to time in accordance with its terms, includingby Amendment No. 1 to Agreement and Plan of Merger, dated as of April 16, 2025, (“Amendment No. 1 to Merger Agreement”) and Amendment No. 2to Agreement and Plan of Merger, dated as of July22, 2025, (“Amendment No. 2 to Merger Agreement”), the “Merger Agreement”), by and amongDenali, Denali Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Denali (the “Merger Sub”), and Semnur Pharmaceuticals,Inc., a Delaware corporation (“Semnur”) and a majority owned subsidiary of Scilex Holding Company (“Scilex”), and the other related proposalsdescribed in the proxy statement/prospectus. Copies of the Merger Agreement, Amendment No.1 to Merger Agreement and Amendment No. 2 toMerger Agreement are attached to this proxy statement/prospectus asAnnex A-1,Annex A-2andAnnex A-3, respectively. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i)prior to the Effective Time (as defined in the proxystatement/prospectus), Denali will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing anddomesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”) and (ii)at the Effective Time, and followingthe Domestication, Merger Sub will merge with and into Semnur (the “Business Combination”), with Semnur continuing as the surviving entity and awholly owned subsidiary of Denali. In connection with the consummation of the Business Combination, Denali will be renamed as “SemnurPharmaceuticals, Inc.” and Semnur will be renamed as Semnur, Inc. In this document, we use the term “New Semnur” to refer to Denali aftercompletion of the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, (i)each outstanding share of Semnur Common Stock as of immediately prior to the Effective Time (other thanshares held by Semnur or its subsidiaries or shares the holders of which exercise dissenters’ rights of appraisal) will be automatically converted into theright to receive a number of newly issued shares of common stock of Denali (following the Domestication), par value $0.0001 per share (“New SemnurCommon Stock”), equal to the Exchange Ratio (as defined in the Merger Agreement), (ii) each outstanding share of Semnur Preferred Stock as ofimmediately prior to the Effective Time of the Business Combination will be automatically converted into the right to receive (a)one share of Series APreferred Stock of Denali (following the Domestication), par value $0.0001 per share (the “New Semnur Series A Preferred Table of Contents Stock”), and(b)one-tenthof one share of New Semnur Common Stock and (iii)subject to the approval of the Option Exchange Proposal, each option topurchase Semnur Common Stock that is outstanding as of immediately prior to the Effective Time will be exchanged for a number of optionsexercisable for newly issued shares of New Semnur Common Stock based upon the Exchange Ratio. The total consideration to be received by holders ofSemnur Common Stock and, subject to the approval of the Option Exchange Proposal, Semnur options, at the Closing will be newly issued shares ofNew Semnur Common Stock with an aggregate value, as of the date of the Merger Agreement, equal to $2.5billion (the “Merger Consideration”), assuch amount may be adjusted in respect of any shares of Semnur Common Stock and options to purchase shares of Semnur Common Stock issued priorto closing of the Business Combination pursuant to the terms of the Merger Agreement. The Merger Consideration was determined based on thevaluation range provided in the opinion of CB Capital Partners, Inc. (“CB Capital”). As disclosed elsewhere in this proxy statement/prospectus, Semnuris a majority owned subsidiary of Scilex. Holders of Denali Ordinary Shares and other potential investors should be aware that the current marketcapit