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):
October 11, 2023
DENALI CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-41351 |
|
98-1659463 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 437 Madison Avenue |
|
|
| 27th Floor |
|
|
| New York, New York |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (646) 978-5180
Not Applicable
(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencements 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 Securities Exchange
Act of 1934:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share and one redeemable warrant |
|
DECAU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
DECA |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
DECAW |
|
The Nasdaq Stock Market LLC |
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 ☒
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.
Item 1.01. Entry into a Material Definitive Agreement.
On October 11, 2023, Denali Capital Acquisition Corp. (the “Company”)
issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $450,000
to FutureTech Capital LLC, a Delaware limited liability company (“FutureTech”). The Convertible Promissory Note was issued
with an initial principal balance of $50,000, with the remaining $400,000 drawable at the Company’s request and upon the consent
of FutureTech prior to the maturity of the Convertible Promissory Note. The Convertible Promissory Note matures upon the earlier of (i) the closing of the Company’s initial business
combination and (ii) the date of the liquidation of the Company. At the option of FutureTech, upon consummation of a business combination,
the Convertible Promissory Note may be converted in whole or in part into additional Class A ordinary shares of the Company, at a conversion
price of $10 per ordinary share (the “Conversion Shares”). The terms of the Conversion Shares will be identical to those
of the private placement shares that were issued to the Sponsor in connection with the Company’s initial public offering (the “IPO”).
In the event that the Company does not consummate a business combination, the Convertible Promissory Note will be repaid only from funds
held outside of the trust account established in connection with the IPO (the “Trust Account”) or will be forfeited, eliminated
or otherwise forgiven.
The foregoing description of the Convertible Promissory Note is only a summary and is qualified in its entirety by the Convertible Promissory
Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Convertible Promissory Note and related transactions set forth in Item 1.01 to this Current Report on Form
8-K, and Exhibit 10.1 filed herewith, are incorporated into this Item 2.03 by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 of this Current
Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 11, 2023, the shareholder of the Company
held an extraordinary general meeting of shareholders (the “Shareholder Meeting”) for the following purposes:
| (1) | to consider and vote upon a proposal to amend, by way of special
resolution, the amended and restated memorandum and articles of association of the Company (the “Extension Amendment Proposal”)
to extend the date by which the Company must: (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company and one or more businesses or entities (an “initial business combination”);
(ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii)
redeem 100% of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”),
included as part of the units sold in the Company’s IPO that was consummated on April 11, 2022 from October 11, 2023 (the “Termination
Date”) to July 11, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis for up
to nine (9) times by an additional one month each time, unless the closing of the Company’s initial business combination has occurred
(such applicable later date, the “Extended Date”), without the need for any further approval of the Company’s shareholders,
provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account for each such one-month extension
the lesser of (a) an aggregate of $50,000 or (b) $0.03 per public share that remains outstanding and is not redeemed prior to any such
one-month extension, unless the closing of the Company’s initial business combination has occurred, in exchange for a non-interest
bearing promissory note payable upon consummation of an initial business combination (the “Extension Amendment”); |
| (2) | to consider and vote upon a proposal to amend, by way of special
resolution, the amended and restated memorandum and articles of association of the Company (the “Founder Share Amendment Proposal”)
to permit for the issuance of Class A ordinary shares to holders of Class B ordinary shares upon the exercise of the right of a holder
of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), to convert such
holder’s Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to
the closing of an initial business combination at the election of the holder (the “Founder Share Amendment”); |
| (3) | to consider and vote upon a proposal to amend, by way of special
resolution, the amended and restated memorandum and articles of association of the Company (the “Redemption Limitation Amendment
Proposal,” and collectively with the Extension Amendment Proposal and Founder Share Amendment Proposal, the “Article Amendment
Proposals”) to eliminate the limitation that the Company may not redeem Public Shares (as defined therein) in an amount that would
cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”); and |
| (4) | to consider and vote upon a proposal to approve the adjournment
of the Shareholder Meeting to a later date or dates, if necessary (the “Adjournment Proposal”). |
As of the record date for the Shareholder Meeting,
there were 8,760,000 Class A ordinary shares and 2,062,500 Class B ordinary shares issued and outstanding. At the Shareholder Meeting,
there were 9,507,533 ordinary shares of the Company voted by proxy or in person, which constituted a quorum.
Set forth below are the final voting results for
each of the proposals presented at the Shareholder Meeting:
Extension Amendment Proposal
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 8,934,390 |
|
573,143 |
|
0 |
|
0 |
Accordingly,
the Extension Amendment Proposal was approved.
Founder
Share Amendment Proposal
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 8,934,389 |
|
573,144 |
|
0 |
|
0 |
Accordingly,
the Founder Share Amendment Proposal was approved.
Redemption
Limitation Amendment Proposal
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 8,934,390 |
|
573,143 |
|
0 |
|
0 |
Accordingly, the Redemption Limitation Amendment
Proposal was approved.
As there were sufficient votes to approve
the Extension Amendment Proposal, the Founder Share Amendment Proposal and the Redemption Limitation Amendment Proposal, the
Adjournment Proposal was not presented to the Company’s shareholders.
Effective upon the approval of the Article Amendment
Proposals, on October 11, 2023, the amended and restated memorandum and articles of association of the Company were amended pursuant to
the resolutions set forth as Annex A, Annex B and Annex C to the definitive proxy statement relating to the Shareholder Meeting filed
by the Company with the Securities and Exchange Commission on September 25, 2023, as amended on September 28, 2023. Copies of such amendments
to the amended and restated memorandum and articles of association of the Company are attached to this Current Report on Form 8-K as Exhibit
3.1 and incorporated herein by reference
Shareholders holding 3,712,171 public shares
(after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in
the Company’s trust account (the “Trust Account”). As a result, approximately $40.5 million (approximately $10.92
per share) will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 4,537,829 public
shares outstanding.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated into this Item 7.01 by reference is a copy of the press release issued by the Company on October 11, 2023
announcing the Meeting results.
The foregoing Exhibit 99.1 and the information
set forth therein is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall
they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
SIGNATURE
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.
| |
DENALI CAPITAL ACQUISITION CORP. |
| |
|
|
| Dated: October 11, 2023 |
By: |
/s/ Lei Huang |
| |
Name: |
Lei Huang |
| |
Title: |
Chief Executive Officer |
4
Exhibit 3.1
AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
DENALI CAPITAL ACQUISITION CORP.
(the “Company”)
RESOLVED, as a special resolution that the Company’s
Amended and Restated Memorandum and Articles of Association be amended by deleting Articles 49.7 and 49.8 in their entirety and replacing
them with the following:
49.7 In the event that the Company does
not consummate a Business Combination by October 11, 2023 (the “Termination Date”), or either (i) such earlier date as determined
by the Directors or (ii) such later time as the Members may approve in accordance with the Articles, the Company shall:
(a) cease all operations except for the
purpose of winding up;
(b) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public
Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further
liquidation distributions, if any); and
(c) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,
subject in each case to its obligations
under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or
any other provision of the Articles, without the need for any further approval of the Members, the Directors may, if requested by the
Sponsor and upon five days advance notice prior to the applicable deadline, extend the Termination Date by up to nine (9) times, each
by an additional one month (each, an “Extended Termination Date”), subject to the Sponsor, or its Affiliates or permitted
designees, depositing in proceeds into the Trust Account on or prior to the date of the applicable deadline, the lesser of (a) an aggregate
of US$50,000 or (b) US$0.03 per Public Share that remains outstanding and is not redeemed prior to any such one-month extension.
49.8 In the event that any amendment
is made to the Articles:
(a) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares
if the Company does not consummate a Business Combination on or before the Termination Date (or, if the Directors have resolved to extend
the period of time to consummate a Business Combination as described in Article 49.7, by the applicable Extended Termination Date); or
(b) with respect to any other provision
relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder,
Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such
amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then
issued and outstanding Public Shares.
RESOLVED, as a special resolution that, subject
to and conditional upon the approval of the replacement of Articles 49.7 and 49.8 of the Company’s Amended and Restated Memorandum
and Articles of Association immediately prior to the consideration of this resolution:
The Company’s Amended
and Restated Memorandum and Articles of Association be amended by deleting Articles 17.2 and 49.10 in their entirety and replacing them
with the following:
17.2 Class
B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”) at any
time before or concurrently with or immediately following the consummation of a Business Combination at the option of the holders thereof.
49.10 Except
in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17.2 where the holders of such
Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of
a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive
funds from the Trust Account; or
(b) vote
as a class with Public Shares on a Business Combination.
RESOLVED, as a special resolution that, effective immediately, the
Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) amending Article 49.2(b) by deleting the words:
“provide Members with the opportunity to have their
Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest
earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares, provided that
the Company shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001
prior to or upon consummation of such Business Combination. Such obligation to repurchase Shares is subject to the completion of the proposed
Business Combination to which it relates.”
and replacing them with the words:
“provide Members with the opportunity to have their
Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest
earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation
to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.”
(b) amending Article 49.4 by deleting the words:
“At a general meeting called for the purposes of approving
a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company
shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination
unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, or any greater
net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination.”
and replacing them with the words:
“At a general meeting called for
the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by
Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”
(c) amending Article 49.5 by deleting the words:
“The Company shall not redeem Public Shares that would
cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).
Exhibit 10.1
THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE
SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE.
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY
BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH
THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTE
| Total Principal Amount: up to $450,000 |
Dated as of October 11, 2023 |
| (as set forth on the Schedule of Borrowings attached hereto) |
|
FOR VALUE RECEIVED and subject to the terms and
conditions set forth herein, Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises
to pay to FutureTech Capital LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”),
the Total Principal Amount (as defined below), in lawful money of the United States of America,
on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available
funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance
with the provisions of this Note.
1. Principal.
The initial principal balance of this Note of $50,000 (the “Initial Principal Amount”), together with any funds
drawn down by the Maker following the date hereof pursuant to Section 2 below (together with the Initial Principal Amount, the “Total
Principal Amount”), shall be payable on the earlier of:
(i) the effective date of the consummation of the Maker’s initial merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (the “Business Combination”) or (ii) the date
that the winding up of the Maker is effective (such date, the “Maturity Date”), unless accelerated upon the occurrence
of an Event of Default (as defined below). Payee shall wire the Initial Principal Amount to Maker on or prior to the date hereof, according
to the wire instructions provided by Maker to Payee. Any balance under the Note may be prepaid at any time; provided, however,
that the Payee shall have a right to first convert such balance pursuant to Section 6 hereof upon notice of such prepayment. Under no
circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated
personally for any obligations or liabilities of the Maker hereunder. The Payee understands that if a Business Combination is not consummated,
this Note will be repaid solely to the extent that the Maker has funds available to it outside of its trust account established in connection
with its initial public offering of its securities (the “Trust Account” and such offering, the “IPO”),
and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated.
2. Drawdown.
Maker and Payee agree that, in addition to the Initial Principal Amount, Maker may request an additional aggregate amount of up to $400,000,
which may be drawn down in one or more tranches at any time prior to the Maturity Date upon the mutual agreement of Payee to fund such
additional amount (each a “Drawdown”). Payee shall fund each Drawdown as mutually agreed by Maker and Payee. Once an
amount is drawn down under this Note, it shall not be available for future Drawdowns even if prepaid. Except as set forth herein, no fees,
payments or other amounts shall be due to Payee in connection with, or as a result of, any request by Maker.
3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this
Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges, and finally to the reduction of the unpaid Total Principal Amount
of this Note.
4. Events
of Default. Each of the following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by the Maker to pay all or a portion of the Total Principal Amount due pursuant to this Note (to the extent such amount is payable in cash) within five business days of the Maturity Date and/or,
if applicable, failure by the Maker to perform its obligations with respect to the conversion of up to the Total Principal Amount of this Note, in whole or in part at the option of the Payee, into Private Placement Shares pursuant
to Section 6 hereof.
(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.
(c) Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
5. Remedies.
(a) Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Note
to be due immediately and payable, whereupon the unpaid Total Principal Amount of this Note,
and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.
(b) Upon
the occurrence of an Event of Default specified in Section 4(b) and Section 4(c) hereof, the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any
action on the part of the Payee.
6. Conversion.
(a) Optional
Conversion. Upon consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert up to
the Total Principal Amount of this Note, in whole or in part at the option of the Payee, into
Class A ordinary shares in the capital of the Maker (each, an “Ordinary Share”), at a conversion price of $10.00 per
Ordinary Share. The Ordinary Shares shall be identical to the private placement shares issued to the Sponsor at the time of the Maker’s
IPO (the “Private Placement Shares”). As promptly as reasonably practicable after notice by the Payee to the Maker
to convert the principal balance of this Note, in whole or in part, into Private Placement Shares, which notice, if given, must be given
at least five business days prior to the consummation of the Business Combination, and after the Payee’s surrender of this Note,
the Maker shall have issued and delivered to the Payee, without any charge to Payee, a share certificate or certificates (issued in the
name(s) requested by the Payee), or shall have made appropriate book-entry notation on the books and records of the Maker, in each case
for the number of Private Placement Shares of the Maker issuable upon the conversion of this Note. The conversion shall be deemed to have
been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive
the Private Placement Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Private Placement
Shares as of such date. Each such newly issued Private Placement Share shall include restricted legends that contemplates the same restrictions
as the Private Placement Shares that were issued in connection with the IPO.
(b) Fractional
Shares; Effect of Conversion. No fractional Private Placement Shares shall be issued upon conversion of this Note and the number of
Private Placement Shares deliverable will be rounded to the nearest whole number of Private Placement Shares, with one-half (0.5) or more
of a Private Placement Share being rounded upward. Upon conversion of this Note in full, this Note shall be cancelled and void without
further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this
Note.
7. Covenants
of the Maker. The Maker covenants that any Private Placement Shares issuable upon conversion of the Note, when so issued, will be
validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof.
8. Waivers.
The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee
under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold
upon any such writ in whole or in part in any order desired by the Payee.
9. Unconditional
Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of
the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and
shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to the Maker or affecting the Maker’s liability hereunder.
10. Notices.
All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address
designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party
or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted
shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation,
if sent by facsimile or electronic transmission, one business day after delivery to an overnight courier service or five days after mailing
if sent by mail.
11. Construction.
THIS NOTE SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.
12. Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust
Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any
kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby
agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises
as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises
based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based
upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks,
in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against
funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu
of it) to have any Claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.
14. Tax
Treatment. In each case for U.S. federal income tax and all other applicable tax purposes, the Maker and the Payee agree to treat
this Note as an equity interest in the Maker (and not as indebtedness), and shall take no contrary position on any tax return or before
any taxing authority (unless otherwise required by law). The Maker and the Payee shall reasonably cooperate to structure (i) any conversion
of this Note in connection with a Business Combination and (ii) any contribution, forfeiture or elimination of this Note pursuant to Section
1 hereof in a manner that is tax-efficient for the Maker and the Payee, taking into account the terms of any Business Combination.
15. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and
the Payee.
16. Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto without the prior written
consent of the other party hereto and any attempted assignment without the required consent shall be void.
17. Successors
and Assigns. Subject to the restrictions in Section 16 hereof, the rights and obligations of the parties hereunder is binding upon
and inures to the benefit of the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or
otherwise).
18. Acknowledgment.
The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale
in connection with, any distribution thereof in violation of applicable securities laws. The Payee understands that the acquisition of
this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able
to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests
in connection with this investment.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Maker, intending to be
legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
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Denali Capital Acquisition Corp. |
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By: |
/s/ Lei Huang |
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Name: |
Lei Huang |
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Title: |
Chief Executive Officer |
Agreed and Acknowledged as of the date first written above:
| FutureTech Capital LLC |
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| By: |
/s/ Yuquan Wang |
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| Name: |
Yuquan Wang |
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| Title: |
Chief Executive Officer |
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[Signature Page to Extension Convertible Promissory
Note]
SCHEDULE OF BORROWINGS
The following increases or decreases in this Promissory Note have been
made:
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Increase or Decrease |
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Amount
of decrease in
Principal Amount of this
Promissory Note |
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Amount
of increase in
Principal Amount of this
Promissory Note |
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Principal
Amount of this
Promissory Note
following such decrease
or increase |
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Exhibit 99.1
Denali Capital Acquisition Corp. Announces Shareholder
Approval of Extension of Deadline to Complete Business Combination
NEW YORK, NEW YORK, October 11, 2023 — Denali Capital
Acquisition Corp. (NASDAQ: DECA) (the “Company”) announced today that the Company’s shareholders voted in favor of approving
amendments to the Company’s amended and restated memorandum and articles of association (the “Articles”) to, amongst
other things, extend the date by which the Company must consummate an initial business combination from October 11, 2023 to July 11, 2024
by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional
one month each time (the “Extension”). The Company also announced today that an aggregate of $50,000 has been deposited into
the Company’s trust account to extend the period of time the Company has to consummate its initial business combination by an additional
month in accordance with the amended terms of the Articles.
A Current Report on Form 8-K disclosing the full voting results will
be filed with the U.S. Securities and Exchange Commission (the “SEC”).
About the Company
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.
Participants in the Solicitation
The Company, its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Extension. Information
regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC. Additional
information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description
of their direct and indirect interests are contained in the definitive proxy statement relating to the Shareholder Meeting (the “Definitive
Proxy Statement”).
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Additional Information and Where to Find It
On September 25, 2023, the Company filed the Definitive Proxy Statement
with the SEC in connection with its solicitation of proxies for the Shareholder Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other
documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by directing a request to the Company’s
proxy solicitor, Advantage Proxy, Inc., at P.O. Box 10904 Yakima, WA 98909, Toll-Free (877) 870-8565 or Collect (206) 870-8565, Email:
ksmith@advantageproxy.com.
Forward-Looking Statements
This press release includes forward looking statements that involve
risks and uncertainties. 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 most recent
annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. 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.
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