Ownership Submission
|
FORM 4
|
|
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
1. Name and Address of Reporting Person *
|
|
Xu Jiandong
|
|
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
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
|
(Last)
|
(First)
|
(Middle)
|
|
C/O DENALI CAPITAL ACQUISITION CORP. , 437 MADISON AVENUE, 27TH FLOOR
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
(Street)
|
|
NEW YORK
|
NY
|
10022
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
|
6. Individual or Join/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
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
|
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
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
|
8. Price of Derivative Security
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
11. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
Xu Jiandong
C/O DENALI CAPITAL ACQUISITION CORP.
437 MADISON AVENUE, 27TH FLOOR
NEW YORK, NY10022
|
|
X
|
|
|
Signatures
|
/s/ Jiandong Xu
|
2024-09-16
|
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
|
(*)
|
If the form is filed by more than one reporting person, see Instruction 5(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).
|
|
(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.
|
|
(3)
|
These Class B ordinary shares are held directly by the Sponsor. The Reporting Person is the manager and controlling member of the Sponsor and, as such, may be deemed to beneficially own the ordinary shares held directly by the Sponsor. The Reporting Person disclaims any beneficial ownership of the ordinary shares held directly by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
