8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2022

Denali Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

(646) 978-5180

(

Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act :

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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On May 26, 2022, Denali Capital Acquisition Corp. (the “Company”) announced that holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and warrants included in the Units commencing on May 31, 2022 (which date is the next succeeding business day following May 28, 2022, the 52nd day following April 6, 2022, the date of the Company’s prospectus in connection with its initial public offering). Each Unit consists of one Class A ordinary share and one redeemable warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “DECAU”. Any underlying Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “DECA” and “DECAW,” respectively. No fractional warrants will be issued upon separation of the Units, and only whole warrants will trade. Holders of Units will need to have their brokers contact the Company’s transfer agent, VStock Transfer, LLC, in order to separate the holders’ Units into Class A ordinary shares and warrants. A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Denali **** Capital Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing May 31, 2022.

NEW YORK, May 26, 2022 /PRNewswire/ -- Denali Capital Acquisition Corp. (NASDAQ: DECAU) (“Denali” or the "Company") announced today that, commencing May 31, 2022, holders of units (the “Units”) sold in the Company's initial public offering (“IPO”) of 8,250,000 Units, may elect to separately trade the Class A ordinary shares and warrants included in the Units. Each Unit consists of one Class A ordinary share and one redeemable warrant to purchase one Class A ordinary share. Any underlying Class A ordinary shares and warrants that are separated will trade on The Nasdaq Global Market ("NASDAQ") under the symbols "DECA" and "DECAW". Any Units not separated will continue to trade on NASDAQ under the symbol "DECAU."  No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact VStock Transfer, LLC, the Company's transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.

The Units were initially offered by the Company in an underwritten offering. US Tiger Securities, Inc. and EF Hutton, division of Benchmark Investments, LLC acted as the joint book running managers. Craig-Hallum Capital Group LLC acted as qualified independent underwriter.

About Denali Capital Acquisition Corp.

Denali Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.

Forward-Looking Statements

This press release includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward looking statements. Forward looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the "Risk Factors" section of the Company's registration statement, as amended from time to time, and prospectus for the offering filed with the SEC. Such forward-looking statements include the separate trading on NASDAQ of the Company’s Class A ordinary shares and warrants underlying the Units and the Company’s search for an initial business combination. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.