Correspondence 0001013762-25-002305 from Semnur Pharmaceuticals, Inc. (SMNR)
Semnur Pharmaceuticals, Inc.
Date: March 25, 2025 · CIK: 0001913577 · Accession: 0001013762-25-002305
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41351
Referenced dates: March 25, 2025
Letter
Division of Corporation Finance Office of Life Sciences Attention: Jason Drory Re: Denali Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed March 20, 2025 File No. 001-41351
Dear Mr. Drory and Mr. Gorsky:
Denali Capital Acquisition Corp. (the "Company") hereby provides a response to the comment issued by the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Staff") in a letter dated March 25, 2025 regarding the Company's Preliminary Proxy Statement on Schedule 14A filed on March 20, 2025. Contemporaneously, we are filing a revised Preliminary Proxy Statement on Schedule 14A via Edgar (the "Amended Proxy Statement").
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 noncompliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Global Market.
Response: In response to the Staff's comment, the Company has revised its disclosures on pages 2, 3, 16, 17, 18 and 19 of the Amended Proxy Statement.
******
If you have any questions, please do not hesitate to call our counsel, Mike Blankenship, Esq., of Winston & Strawn LLP, at (713) 651-2678.
Very truly yours,
By:
/s/ Lei Huang
Show Raw Text
CORRESP 1 filename1.htm Denali Capital Acquisition Corp. 437 Madison Avenue, 27 th Floor New York, New York 10022 March 25, 2025 Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Jason Drory Joshua Gorsky Re: Denali Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed March 20, 2025 File No. 001-41351 Dear Mr. Drory and Mr. Gorsky: Denali Capital Acquisition Corp. (the "Company") hereby provides a response to the comment issued by the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Staff") in a letter dated March 25, 2025 regarding the Company's Preliminary Proxy Statement on Schedule 14A filed on March 20, 2025. Contemporaneously, we are filing a revised Preliminary Proxy Statement on Schedule 14A via Edgar (the "Amended Proxy Statement"). 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 noncompliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Global Market. Response: In response to the Staff's comment, the Company has revised its disclosures on pages 2, 3, 16, 17, 18 and 19 of the Amended Proxy Statement. ****** If you have any questions, please do not hesitate to call our counsel, Mike Blankenship, Esq., of Winston & Strawn LLP, at (713) 651-2678. Very truly yours, By: /s/ Lei Huang Lei Huang Chief Executive Officer cc: Mike Blankenship, Esq. Winston & Strawn LLP