DENALI CAPITAL ACQUISITION CORP. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
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 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Amendment to and Consent under the Agreement and Plan of Merger, by
and among Denali Capital Global Investments LLC , Denali SPAC Holdco,
Inc. , Denali Capital Acquisition Corp. , Denali SPAC Merger Sub, Inc. ,
Longevity Biomedical, Inc. , Longevity Merger Sub, Inc. , and Bradford
A. Zakes (in his capacity as Seller Representative), dated April 11,
2023
10.1 Convertible Promissory Note to Denali Capital Global Investments LLC
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
No Offer or Solicitation
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward Looking Statements
Certain statements included in this Current Report are not historical facts but
are forward-looking statements, including for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "project," "forecast," "predict,"
"potential," "seem," "seek," "future," "outlook," "target," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, expectations related to the terms, satisfaction
of conditions precedent and timing of the Business Combination. These statements
are based on various assumptions, whether or not identified in this Current
Report, and on the current expectations of Denali's and Company's management and
are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of
Company. These forward-looking statements are subject to a number of risks and
uncertainties, including: changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the Business Combination, including the risk
that any required stockholder or regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the Business Combination;
failure to realize the anticipated benefits of the Business Combination; risks
relating to the uncertainty of the projected financial information with respect
to Company; risks and costs relating to the regulatory approvals and compliance
applicable to Company's products; Company's ability to obtain sufficient working
capital; Company's level of indebtedness; Company's ability to successfully and
timely acquire, develop, sell and expand its technology and products, and
otherwise implement its growth strategy; risks relating to Company's operations
and business, including information technology and cybersecurity risks; risks
related to the loss of requisite licenses; risks relating to potential
disruption of current plans, operations and infrastructure of Company as a
result of the announcement and consummation of the Business Combination; risks
that Company is unable to secure or protect its intellectual property; risks
that the combined company experiences difficulties managing its growth and
expanding operations; the ability to compete with existing or new companies that
could slow the development of Company's products or cause downward pressure on
prices, fewer customer orders, reduced margins, the inability to take advantage
of new business opportunities, and the loss of market share; the amount of
redemption requests made by Denali's shareholders; the impact of the COVID-19
pandemic; the ability to successfully select, execute or integrate future
acquisitions into the business, which could result in material adverse effects
to operations and financial conditions; and those factors discussed in the
sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in Denali's Annual Report on Form 10-K for the year ended
Important Information for Investors and Stockholders
The Business Combination will be submitted to shareholders of Denali for their
consideration and approval at a special meeting of shareholders.
Participants in the Solicitation
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