8-K: Denali Shareholders Approve Semnur Merger, Domestication

Denali Capital Acquisition Corp. shareholders overwhelmingly approved the business combination with Semnur Pharmaceuticals, Inc., including domestication to Delaware and related governance changes.

Summary

• Shareholders approved the Agreement and Plan of Merger with Semnur Pharmaceuticals, Inc., dated August 30, 2024, and amended on April 16, 2025, and July 22, 2025.
• The domestication of Denali from the Cayman Islands to the State of Delaware as a corporation, including the adoption of the Amended and Restated Certificate of Incorporation and Bylaws of Semnur Pharmaceuticals, Inc., was approved.
• The proposed amended and restated certificate of incorporation and bylaws of the Company, effective upon domestication, were approved.
• Advisory proposals related to governance provisions in the Proposed Charter were approved, including increasing authorized capital stock to 785,000,000 shares and provisions for board size determination.
• The election of Jaisim Shah, Henry Ji, Ph.D., Jay Chun, M.D., Ph.D., Dorman Followwill, and Yue Alexander Wu, Ph.D. to the New Semnur board of directors was approved.
• The issuance of more than 20% of Denali's issued and outstanding ordinary shares in connection with the business combination was approved.
• The conversion of outstanding Semnur options into options to purchase common stock of New Semnur was approved.
• A total of 2,461,469 shares, representing approximately 94.08% of shares entitled to vote, constituted a quorum at the extraordinary general meeting held on September 3, 2025.

Sentiment

Score: 9

Explanation: The overwhelming shareholder approval for all proposals, including the business combination and domestication, indicates strong confidence and significantly de-risks the transaction, setting a positive trajectory for the combined entity.

Positives

• All proposals related to the business combination with Semnur Pharmaceuticals, Inc. received overwhelming shareholder approval, indicating strong support for the merger.
• The approval of domestication to Delaware streamlines the corporate structure and aligns with U.S. regulatory frameworks.
• The election of a new board of directors for New Semnur provides clear leadership for the combined entity moving forward.
• The approval of the issuance of shares and conversion of options facilitates the completion of the business combination.

Future Outlook

The overwhelming approval of all proposals by shareholders paves the way for the successful consummation of the business combination with Semnur Pharmaceuticals, Inc., the domestication to Delaware, and the establishment of the new corporate governance structure for the combined entity, Semnur Pharmaceuticals, Inc.

Management Comments

• Lei Huang, Chief Executive Officer of Denali Capital Acquisition Corp., duly signed the report on behalf of the registrant.

Industry Context

This filing represents a critical step in the lifecycle of a Special Purpose Acquisition Company (SPAC), where shareholder approval for a proposed business combination is secured. The successful vote indicates a positive progression towards the de-SPAC transaction, allowing the target company, Semnur Pharmaceuticals, Inc., to become a publicly traded entity.

Comparison to Industry Standards

• The shareholder approval process for this business combination aligns with standard practices for SPAC mergers, where a majority vote is required for key proposals such as the merger agreement, domestication, and governance changes.
• The high percentage of shares present and voting in favor (e.g., 94.08% quorum, unanimous or near-unanimous votes for most proposals) is indicative of strong institutional and retail investor alignment, often seen in successful SPAC transactions nearing completion.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The overwhelming approval of the merger and related proposals indicates a positive outlook for the value of their investment in the combined entity.
• Employees: Semnur Pharmaceuticals, Inc. employees will become part of a publicly traded company, potentially impacting compensation structures and opportunities.
• Future Investors: The approved governance provisions, particularly those post-Scilex Trigger Event, will define the future control and amendment mechanisms of the company, which could influence investment decisions.

Next Steps

• Consummation of the business combination with Semnur Pharmaceuticals, Inc.
• Effectiveness of the domestication from the Cayman Islands to Delaware.
• The Amended and Restated Certificate of Incorporation and Bylaws of Semnur Pharmaceuticals, Inc. becoming effective under Delaware law.
• The newly elected board of directors for New Semnur taking office upon consummation of the business combination.

Key Dates

Recommendation

The successful and overwhelming shareholder approval of all proposals, including the business combination with Semnur Pharmaceuticals, Inc. and the domestication, significantly de-risks the transaction. This clear path forward for the combined entity, now operating as Semnur Pharmaceuticals, Inc. under a new governance structure, suggests a strong positive catalyst for the stock. Investors can now anticipate the closing of the merger and focus on the operational performance of the new company.

Keywords

SPAC, Merger, Business Combination, Shareholder Vote, Domestication, Semnur Pharmaceuticals, Denali Capital Acquisition Corp, Corporate Governance