Denali Capital Acquisition Corp. enters merger agreement with Longevity Biomedical

Semnur Pharmaceuticals, Inc.

Denali entered into a merger agreement with Longevity Biomedical, Inc. on Jan 25, 2023, with a total enterprise value of $128 million.
Under the merger, Denali SPAC Holdco will become New PubCo, renamed Longevity Biomedical, expected to list on NASDAQ under ticker LBIO.
The transaction requires approval by Denali shareholders and other conditions, including net tangible assets of at least $5,000,001 after redemptions.
Sponsor and Investor FutureTech Capital agreed to purchase 625,000 Class B units for $5 million, with $2 million already paid.

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, solely in the capacity as seller representative valued at $128,000,000 (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, solely in the capacity as seller representative
Value: $128,000,000
Effective: 2023-01-25

Exact text from the filing

On January 25, 2023, 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 0001575872-23-000150

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