SEC Comment Letter 0000000000-25-003177 to Semnur Pharmaceuticals, Inc. (SMNR)
Semnur Pharmaceuticals, Inc.
Date: March 25, 2025 · CIK: 0001913577 · Accession: 0000000000-25-003177
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41351
Letter
Re: Denali Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed March 20, 2025 File No. 001-41351 Dear Lei Huang:
March 25, 2025
Lei Huang Chief Executive Officer Denali Capital Acquisition Corp. 437 Madison Avenue, 27th Floor New York, NY 10022
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A General
1. We note that you are seeking to extend your termination date to December 11, 2025, a date which is 44 months from your initial public offering. We also note that you are listed on The Nasdaq Global Market and that Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline to December 11, 2025 does not comply with this rule, or advise, and to disclose the risks of your non- compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Global Market. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. March 25, 2025 Page 2
Please contact Jason Drory at 202-551-8342 or Joshua Gorsky at 202-551-7836 with any other questions.
Sincerely,
Division of Corporation
Finance
Office of Life Sciences
cc: Michael Blankenship, Esq.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 25, 2025 Lei Huang Chief Executive Officer Denali Capital Acquisition Corp. 437 Madison Avenue, 27th Floor New York, NY 10022 Re: Denali Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed March 20, 2025 File No. 001-41351 Dear Lei Huang: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1. We note that you are seeking to extend your termination date to December 11, 2025, a date which is 44 months from your initial public offering. We also note that you are listed on The Nasdaq Global Market and that Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline to December 11, 2025 does not comply with this rule, or advise, and to disclose the risks of your non- compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Global Market. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. March 25, 2025 Page 2 Please contact Jason Drory at 202-551-8342 or Joshua Gorsky at 202-551-7836 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Michael Blankenship, Esq. </TEXT> </DOCUMENT>