Denali Capital SPAC to merge with Longevity Biomedical in deal valued at $128M, listing as LBIO

Semnur Pharmaceuticals, Inc.

Merger consideration of $128M payable in shares of New PubCo common stock at $10.00 per share.
Combined company will be named Longevity Biomedical, Inc.; common stock expected to list on Nasdaq under ticker LBIO.
Transaction includes concurrent acquisitions of Cerevast Medical, Aegeria Soft Tissue, and Novokera by Longevity.
Sponsor (Denali Capital Global Investments) and largest Longevity stockholder entered voting/support agreements.
Closing conditions include at least $30M unrestricted cash proceeds remaining after redemptions and expenses.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Semnur Pharmaceuticals, Inc. entered into Agreement and Plan of Merger with Longevity Biomedical, Inc., Denali SPAC Holdco, Inc., Denali SPAC Merger Sub, Inc., Longevity Merger Sub, Inc., and Bradford A. Zakes as seller representative (effective 2023-01-25).

Action: entry
Agreement: merger
Counterparty: Longevity Biomedical, Inc., Denali SPAC Holdco, Inc., Denali SPAC Merger Sub, Inc., Longevity Merger Sub, Inc., and Bradford A. Zakes as seller representative
Effective: 2023-01-25

Exact text from the filing

On January 25, 2023, Denali Capital Acquisition Corp., a Cayman Islands exempted company with limited liability (“ Denali ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Denali, Longevity Biomedical, Inc., a Delaware corporation (“ Company ”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“ New PubCo ”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“ Denali Merger Sub ”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“ Longevity Merger Sub ”), and Bradford A. Zakes, solely in the capacity as seller representative.

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Semnur Pharmaceuticals, Inc. filing history →

Source: SEC EDGAR

accession 0001575872-23-000144

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