Semnur Pharmaceuticals Inc美股招股说明书(2025-12-29版)

Up to 203,737,349 Shares of Common StockUp to 8,760,000 Shares of Common Stock Issuable Upon the Exercise of WarrantsUp to 510,000 Warrants This prospectus relates to the issuance by us of up to an aggregate of 8,760,000 shares of our common stock, par value $0.0001 per share(“Common Stock”), issuable upon the exercise of (i)510,000 private placement warrants (the “Private Warrants” and such shares issuable uponexercise, the “Private Warrant Shares”) originally sold in a private placement in connection with the initial public offering of Denali Capital AcquisitionCorp. (“Denali”) and (ii)8,250,000 public warrants (the “Public Warrants” and such shares issuable upon exercise, the “Public Warrant Shares”)originally sold to the public investors in connection with the initial public offering of Denali (the Public Warrants and the Private Warrants beingreferred to herein together as the “Warrants”). We will not receive the proceeds from the resale of the Private Warrant Shares or the Public WarrantShares hereunder; however, we will receive the proceeds from the exercise of any Private Warrants and the Public Warrants. This prospectus also relates to the offer and sale from time to time by: (a) the selling stockholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest)(collectively, the “Selling Stockholders”)of up to an aggregate of 203,737,349shares of our Common Stock (the “Resale Shares”), consisting of: (i) up to 2,072,500 shares of Common Stock (the “Sponsor Shares”) held by Jiandong “Peter” Xu, FutureTech Capital LLC (“FutureTech”)(such holdings of Jiandong “Peter” Xu and FutureTech were transferred to such parties by Denali Capital Global Investments LLC prior to theclosing of the Business Combination), Huifeng Chang, Lei Huang, Jim Mao, You “Patrick” Sun and Kevin Vassily that were issued onSeptember22, 2025 upon conversion of the same number of our former ordinary shares in connection with the Domestication and the BusinessCombination (each as defined below); (ii) up to 510,000 Private Warrant Shares; (iii) up to 188,554,849 shares of Common Stock (the “Scilex Shares”) held by Scilex Holding Company (“Scilex”) and certain of itssubsidiaries; (iv) up to 100,000 shares of Common Stock (the “Underwriter Shares”) issued to certain underwriters of the initial public offering of Denaliupon consummation of the Business Combination as part of a deferred underwriting discount pursuant to that certain Deferred DiscountAgreement, dated November20, 2023, by and among Denali, US Tiger Securities, Inc. (“US Tiger”) and D. Boral Capital, LLC (f/k/a EF HuttonLLC) (“D. Boral”), which such deferred discount was subsequently amended by the Satisfaction and Discharge Agreements Denali entered intowith each of US Tiger and D. Boral on September22, 2025 immediately prior to the consummation of the Business Combination; and (v) up to 12,500,000 shares of Common Stock (the “Biconomy Resale Shares”) held by Biconomy PTE.LTD; and (b) the selling warrantholder named in this prospectus (including such warrantholder’s permitted transferees, donees, pledgees and othersuccessors-in-interest) (collectively, the “Selling Warrantholders” and, together with the Selling Stockholders, the “Selling Securityholders”) of up to510,000 Private Warrants. On September22, 2025, we consummated the previously announced business combination (the “Business Combination”) pursuant to that certainAgreement and Plan of Merger, dated as of August30, 2024 (as amended, restated or supplemented from time to time, including by Amendment No.1to Agreement and Plan of Merger, dated as of April16, 2025 and Amendment No.2 to Agreement and Plan of Merger, dated as of July22, 2025) Table of Contents (the “Merger Agreement”), by and among us, Denali Merger Sub Inc., our then-wholly owned subsidiary (the “Merger Sub”), and the pre-BusinessCombination Semnur Pharmaceuticals, Inc. (now known as Semnur, Inc., “Legacy Semnur”). We are registering the issuance by us of up to 8,250,000shares of Common Stock upon the exercise of the Public Warrants as required under the terms of the Warrant Agreement, dated as of April6, 2022,between Denali Capital Acquisition Corp. (now known as Semnur Pharmaceuticals, Inc.), and VStock Transfer, LLC (“VStock”), as warrant agent,which governs the Public Warrants. We are also registering the resale of the Sponsor Shares, the Merger Shares, the Private Warrant Shares and thePrivate Warrants as required by that certain Amended and Restated Registration Rights Agreement by and among us, the Sponsors and certain otherstockholders, dated September22, 2025 (the “Registration Rights Agreement”). Our registration of the Resale Shares and the Private Warrants covered by this prospectus does not mean that the Selling Securityholders will offeror sell any of the Resale Shares or the Private Warrants. The Selling Securityholders may sell the Resale Shares and the Private Warran