UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive Proxy Statement |
| ☒ |
Definitive Additional Materials |
| ☐ |
Soliciting Material Pursuant to Section 240.14a-12 |
DENALI CAPITAL ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☐ |
Fee paid previously with preliminary materials. |
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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): December 29, 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) |
|
(IRS
Employer
Identification
No.) |
437
Madison Avenue, 27th Floor,
New
York, New York 10022
(Address
of principal executive office) (zip code)
Registrant’s
telephone number, including area code: (646) 978-5180
N/A
(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 (see General Instruction A.2. below):
| ☒ |
Written communications 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-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:
| 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
8.01. Other Events
On
December 29, 2023, Denali Capital Acquisition Corp. (“Denali”) issued a press release announcing that the extraordinary
general meeting (the “Shareholder Meeting”) originally scheduled for Thursday, January 4, 2024 at 9:00 AM, Eastern Time,
is being postponed to Tuesday, January 9, 2024 at 9:00 AM, Eastern Time (the “Postponement”). There is no change to the
physical location, the record date, the purpose or any of the proposals to be acted upon at the Shareholder Meeting. Shareholders may also now attend the Shareholder Meeting virtually, as further described below.
As
a result of the Postponement, the Shareholder Meeting will now be held at 9:00 AM, Eastern Time, on January 9, 2024. The Shareholder
Meeting will still be held at the offices of US Tiger Securities, Inc. located at 437 Madison Avenue, 27th Floor, New York, New York
10022 and virtually via live webcast. Shareholders will be able to attend the Shareholder Meeting online, vote their shares and submit
any questions during the Shareholder Meeting by visiting www.virtualshareholdermeeting.com/DECA2024SM. Also, as a result of this change,
Denali has extended the deadline for delivery of redemption requests from Denali’s shareholders from 5:00 PM, Eastern
Time, on January 2, 2024, to 5:00 PM, Eastern Time, on January 5, 2024.
Denali plans to continue to solicit proxies from shareholders during the period prior to the Shareholder Meeting. Only holders of record
of Class A ordinary shares and Class B ordinary shares as of the close of business on December 14, 2023, the record date for the Shareholder
Meeting, are entitled to vote at the Shareholder Meeting or any adjournment thereof.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Participants
in the Solicitation
Denali,
its directors and certain of its respective executive officers and other members of management and employees may be considered
participants in the solicitation of proxies with respect to the Shareholder Meeting. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the proxy solicitation of the shareholders of Denali 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”).
Additional
Information and Where To Find It
On
December 15, 2023, Denali filed the Definitive Proxy Statement with the SEC in connection with its solicitation of proxies for the
Shareholder Meeting. INVESTORS AND SECURITY HOLDERS OF DENALI ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS DENALI 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 Denali’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 10904, Yakima, WA
98909, Toll-Free: (877) 870-8565, Collect: (206) 870-8565, Email: ksmith@advantageproxy.com.
Cautionary
Statement Regarding Forward Looking Statements
This
communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of
words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar
expressions. Such statements may include, but are not limited to, statements regarding the date of the Shareholder Meeting. These
statements are based on current expectations on the date of this communication and involve a number of risks and uncertainties that
may cause actual results to differ significantly. Denali does not assume any obligation to update or revise any such
forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance
on forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description
of Exhibits |
| 99.1 |
|
Press Release, dated December 29, 2023 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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: December 29, 2023 |
By: |
/s/
Lei Huang |
| |
Name: |
Lei
Huang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Denali Capital Acquisition Corp. Announces Postponement
of
Extraordinary General Meeting
From Thursday, January 4, 2024 to Tuesday, January 9, 2024
NEW YORK, NEW YORK, December 29, 2023
– Denali Capital Acquisition Corp. (Nasdaq: DECA) (the “Company”) announced today that its previously
announced extraordinary general meeting (the “Shareholder Meeting”) originally scheduled for Thursday, January 4, 2024,
at 9:00 AM, Eastern Time, is being postponed to Tuesday, January 9, 2024, at 9:00 AM, Eastern Time (the “Postponement”).
There is no change to the physical location, the record date, the purpose or any of the proposals to be acted upon at the
Shareholder Meeting. Shareholders may also now attend the Shareholder Meeting virtually, as further described below.
As a result of the Postponement, the Shareholder Meeting will now be
held at 9:00 AM, Eastern Time, on January 9, 2024. The Shareholder Meeting will still be held at the offices of US Tiger Securities, Inc.
located at 437 Madison Avenue, 27th Floor, New York, New York 10022 and virtually via live webcast. Shareholders will be able to attend
the Shareholder Meeting online, vote their shares and submit any questions during the Shareholder Meeting by visiting www.virtualshareholdermeeting.com/DECA2024SM.
Also, as a result of this change, the Company has extended the deadline for delivery of redemption requests from the Company’s shareholders
from 5:00 PM, Eastern Time, on January 2, 2024, to 5:00 PM, Eastern Time, on January 5, 2024.
If any shareholders have questions or need assistance in connection
with the Shareholder Meeting, please contact the Company’s proxy solicitor, Advantage Proxy, Inc., P.O. Box 10904, Yakima, WA 98909,
Toll-Free: (877) 870-8565, Collect: (206) 870-8565, Email: ksmith@advantageproxy.com.
The Company plans to continue to solicit proxies from shareholders
during the period prior to the Shareholder Meeting. Only holders of record of Class A ordinary shares and Class B ordinary shares as of
the close of business on December 14, 2023, the record date for the Shareholder Meeting, are entitled to vote at the Shareholder Meeting
or any adjournment thereof.
About the Company
Denali Capital Acquisition Corp. is a blank check company formed 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.
Participants in the Solicitation
The Company, its directors and certain of
its respective executive officers and other members of management and employees may be considered participants in the solicitation
of proxies with respect to the Shareholder Meeting. Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the proxy solicitation of the shareholders of the Company 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”).
Additional Information and Where To Find It
On December 15, 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., P.O. Box 10904, Yakima, WA 98909, Toll-Free: (877) 870-8565, Collect: (206) 870-8565, Email: ksmith@advantageproxy.com.
Cautionary Statement Regarding Forward Looking Statements
This communication includes “forward-looking statements”
within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these
forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,”
“plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,”
or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Shareholder Meeting.
These statements are based on current expectations on the date of this communication and involve a number of risks and uncertainties that
may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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