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    SEC Form 4 filed by Large owner Denali Capital Global Investments Llc

    9/16/24 10:05:57 AM ET
    $DECA
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    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Denali Capital Global Investments LLC

    (Last) (First) (Middle)
    C/O DENALI CAPITAL ACQUISITION CORP.
    437 MADISON AVENUE, 27TH FLOOR

    (Street)
    NEW YORK NY 10022

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Denali Capital Acquisition Corp. [ DECA ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    08/30/2024
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Class B Ordinary Shares (1) 08/30/2024 S(2) 500,000 (1) (1) Class B Ordinary Shares 500,000 (2) 1,432,500 D
    Explanation of Responses:
    1. The Class B ordinary shares will automatically convert into Class A Ordinary Shares, par value $0.0001 per share ("Class A Ordinary Shares"), of the Issuer concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.
    2. On August 30, 2024, (i) the Issuer, Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc. ("Semnur"), a Delaware corporation and wholly owned subsidiary of Scilex Holding Company ("Scilex") entered into an agreement and plan of merger and (ii) the Reporting Person and Scilex entered into a Sponsor Interest Purchase Agreement (the "SIPA"). Pursuant to the SIPA, Scilex agreed to purchase 500,000 Class B ordinary shares of the Issuer held by the Reporting Person for aggregate consideration of (i) $2,000,000 (the "Cash Consideration") and (ii) 300,000 shares of common stock, par value $0.0001 per share, of Scilex (the "Scilex Shares"). Pursuant to the SIPA, Scilex paid the Cash Consideration to the Reporting Person on August 30, 2024 and has agreed to issue the Scilex Shares to the Reporting Person contingent upon and following the occurrence of the effective time of the Merger.
    /s/ Jiandong Xu, Manager and Controlling Member of Denali Capital Global Investments LLC 09/16/2024
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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