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    Amendment: SEC Form SC 13G/A filed by Denali Capital Acquisition Corp.

    11/14/24 2:35:09 PM ET
    $DECA
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    SC 13G/A 1 meteora_deca093024a1.htm



     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549

     

    SCHEDULE 13G/A

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)*



    Denali Capital Acquisition Corp.

    (Name of Issuer)

     

    Class A ordinary shares, par value $0.0001 per share

    (Title of Class of Securities)

     

    G6256B106

    (CUSIP Number)

     

     

    September 30, 2024
    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    x Rule 13d-1(b)

    o Rule 13d-1(c)

    o Rule 13d-1(d)

     

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     


     

    CUSIP No.  G6256B106
     SCHEDULE 13G/A
    Page 2 of 8 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Meteora Capital, LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) o
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    0
    6
    SHARED VOTING POWER
     
    598,172*
    7
    SOLE DISPOSITIVE POWER
     
    0
    8
    SHARED DISPOSITIVE POWER
     
    598,172*
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    598,172*
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    79.54% *
    12
    TYPE OF REPORTING PERSON
     
    IA

    * Meteora Capital, LLC held 598,172 through a redemption of shares available to public shareholders where 3,785,992 shares were redeemed. Prior to the redemption Meteora Capital, LLC owned 11.6% of the outstanding float.

     


     

    CUSIP No.  G6256B106
     SCHEDULE 13G/A
    Page 3 of 8 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Vik Mittal
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) o
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    0
    6
    SHARED VOTING POWER
     
    598,172*
    7
    SOLE DISPOSITIVE POWER
     
    0
    8
    SHARED DISPOSITIVE POWER
     
    598,172*
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    598,172*
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    79.54%*
    12
    TYPE OF REPORTING PERSON
     
    IN

    * Meteora Capital, LLC held 598,172 through a redemption of shares available to public shareholders where 3,785,992 shares were redeemed. Prior to the redemption Meteora Capital, LLC owned 11.6% of the outstanding float.

     


     

     

    CUSIP No. G6256B106
     SCHEDULE 13G/A
    Page 4 of 8 Pages

     

    Item 1.(a) Name of Issuer

    Denali Capital Acquisition Corp.

    Item 1.(b) Address of Issuer’s Principal Executive Offices

    437 Madison Avenue, 27th Floor

    New York, New York 10022

    Item 2.(a) Names of Person Filing:

    This statement is filed by:

     

    (i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”); and

     

    (ii) Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the Common Stock held by the Meteora Funds.

     

    The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

     

    The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

      

    Item 2.(b) Address of Principal Business Office or, if none, Residence:

    The address of the principal business office for each of the Reporting Persons is:

     

    1200 N Federal Hwy, #200, Boca Raton FL 33432

      

    Item 2.(c) Citizenship:

    Meteora Capital is a Delaware limited liability company. Vik Mittal is a United States citizen.

      

    Item 2.(d) Title of Class of Securities

    Class A ordinary shares, par value $0.0001 per share (the “Common Stock”)

     

    Item 2.(e) CUSIP No.:

    G6256B106

     

    CUSIP No.  G6256B106
     SCHEDULE 13G/A
    Page 5 of 8 Pages

     

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

      (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
      (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
      (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
      (g) x A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
      (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
      (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
      (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
      (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
           

     

    CUSIP No. G6256B106
     SCHEDULE 13G/A
    Page 6 of 8 Pages

     

     

    Item 4. Ownership

    The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

    Meteora Capital, LLC held 600,815 through a redemption of shares available to public shareholders where 3,785,992 shares were redeemed. Prior to the redemption Meteora Capital, LLC owned 11.6% of the outstanding float.

    Item 5. Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

    Item 6. Ownership of More Than Five Percent on Behalf of Another Person

    Not Applicable.

    Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

    Not Applicable.

    Item 8. Identification and Classification of Members of the Group

    Not Applicable.

    Item 9. Notice of Dissolution of Group 

    Not Applicable.

    Item 10. Certification

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     
    CUSIP No. G6256B106
     SCHEDULE 13G/A
    Page 7 of 8 Pages

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: November 14, 2024

     

     

     

     

    Meteora Capital, LLC

           
      By:  /s/ Vik Mittal
        Vik Mittal | Managing Member
           
     

    Vik Mittal

           
      By:  /s/ Vik Mittal
        Vik Mittal
           

     

     
    CUSIP No. G6256B106
     SCHEDULE 13G/A
    Page 8 of 8 Pages

     

    Exhibit I

     

    JOINT FILING STATEMENT

     

    PURSUANT TO RULE 13d-1(k)

     

    The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

     

    Dated: November 14, 2024

     

     

    Meteora Capital, LLC

           
      By:  /s/ Vik Mittal
        Vik Mittal | Managing Member
           
     

    Vik Mittal

           
      By:  /s/ Vik Mittal
        Vik Mittal
           
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