Announcement • Sep 23
Semnur Pharmaceuticals, Inc. completed the acquisition of Denali Capital Acquisition Corp. (NasdaqGM:DECA) from a group of shareholders in a reverse merger transaction.
Semnur Pharmaceuticals, Inc. signed a letter of intent to acquire Denali Capital Acquisition Corp. (NasdaqGM:DECA) from a group of shareholders in a reverse merger transaction for approximately $2.3 billion on July 2, 2024. Semnur Pharmaceuticals, Inc. entered into an agreement to acquire Denali Capital Acquisition Corp. from Huifeng Chang, Lei Huang, Jim Mao, You Sun, Kevin Vassily, Denali Capital Global Investments LLC and others in a reverse merger transaction for approximately $2.2 billion on August 30, 2024. The business combination, which provides for a pre-transaction equity value of Semnur up to $2.5 billion, subject to adjustment based on third-party fairness opinion, with expected gross proceeds of up to $40 million depending on the number of SPAC shares that are redeemed prior to the completion of the business combination. As of July 23, 2025 exchange ratio has been revised from 1.25 to 1. The letter of intent contemplates the combined company changing its name to Semnur Pharmaceuticals, Inc. and being led by Scilex and Semnur’s current management team. Assuming the SPAC and Semnur enter into the proposed Merger Agreement in the near term, the parties anticipate seeking approval from the SPAC’s shareholders in the second half of 2024. Scilex is expected to be the majority holder of the combined company following completion of the proposed business combination. Upon closing of the transaction, the combined company will be renamed Semnur Pharmaceuticals, Inc., and its common stock and warrants are expected to be listed on Nasdaq under the ticker symbols “SMNR” and “SMNRW”, respectively. As on June 12,2025,Denali Capital Acquisition Corp has deposited into the Company’s trust account an aggregate of $874.78 to fund the one-month extension from June 11, 2025 to July 11, 2025. On July 11, 2025, Denali Capital Acquisition Corp. deposited $874.78 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of July 11, 2025 to August 11, 2025.
The transaction has been unanimously approved by board of directors of both parties. Completion of the proposed transaction is subject to the negotiation of a definitive merger agreement, approval by the Denali Capital Acquisition Corp.'s and Scilex’s boards of directors, satisfaction of the conditions negotiated in the proposed Merger Agreement and approval of the proposed transaction by the Denali Capital Acquisition Corp.’s, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, any applicable regulatory approval, the registration statement and proxy statement/prospectus to be filed by Denali relating to the Merger Agreement and the Business Combination, New Semnur Common Shares and New Semnur Warrants remaining listed on The Nasdaq Stock Market LLC and Scilex’s shareholders. On September 11, 2024, Denali Capital Acquisition Corp. deposited into the Company’s trust account an aggregate of $15,063.74 to fund the one-month extension from September 11, 2024, to October 11, 2024. As of October 11, 2024, Denali Capital deposited $15,036.74 into the Trust Account in order to extend the period of time it has to consummate a business combination by one month, from the current deadline of October 11, 2024 to November 11, 2024. The Business Combination is expected to close during the first quarter of 2025. On October 16, 2024, Scilex Holding Company announced that the transaction is expected to occur by the end of fourth quarter of 2024 or the first quarter of 2025. As on January 8, 2025, Denali deposited $15,163.74 into the trust account in order to extend the period of time to consummate a business combination from January 11, 2025 to February 11, 2025. As on February 11, 2025, Denali deposited $15,063.74 into the trust account in order to extend the period of time to consummate a business combination from February 11, 2025 to March 11, 2025. As on March 11, 2025, Denali Capital Acquisition Corp. (NASDAQ: DECA) (the “Company”) announced today that it has deposited into the Company’s trust account (the “Trust Account”) an aggregate of $15,063.74 to fund the one-month extension from March 11, 2025 to April 11, 2025. As of April 14, 2025 Denali Capital announced that on April 11, 2025, the Company's shareholders voted in favor of approving amendments to the Company's amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination from April 11, 2025 to December 11, 2025 by electing to extend the date to consummate an initial business combination on a monthly basis for up to eight times by an additional one month each time. As of August 13, 2025 Denali will hold an extraordinary general meeting of shareholders at 9:00 a.m., Eastern Time on Wednesday, September 3, 2025 to approve, among other things, the proposed Business Combination.
As of September 3, 2025, shareholders of Denali Capital approved the transaction.
Advantage Proxy, Inc. is acting as proxy solicitor for Denali Capital Acquisition Corp. Jeff Hartlin, Elizabeth Razzano and Lucas Rachuba of Paul Hastings acted as legal advisor to Semnur Pharmaceuticals. Michael J. Blankenship of Winston & Strawn LLP acted as legal advisor to Denali Capital Acquisition. C.B. Capital Partners, Inc. acted as financial advisor and fairness opinion provider to Denali Capital. C.B. Capital Partners, Inc. received $35,000 for their opinion services. Vstock Transfer, LLC acted as transfer agent to Denali Capital. Moss Adams LLP acted as accountant to Moss Adams. Marcum LLP acted as accountant to Denali Capital.
Semnur Pharmaceuticals, Inc. completed the acquisition of Denali Capital Acquisition Corp. (NasdaqGM:DECA) from a group of shareholders in a reverse merger transaction on September 22, 2025. The combined company will operate as “Semnur Pharmaceuticals, Inc.” and its shares of common stock and warrants are expected to continue trading on the OTC Markets under the ticker symbols “SMNR” and “SMNRW”, respectively. Scilex (together with its affiliates) owns approximately 87.5% of Semnur common stock post Business Combination.