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 CORRESP

 Denali Capital Acquisition Corp.
 April 21, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Life Sciences 100 F Street, NE
 Washington, D.C. 20549 Attn: Franklin Wyman, Angela Connell,
Jessica Dickerson, Joe McCann

 Re:
 Denali Capital Acquisition Corp.
 Semnur Pharmaceuticals, Inc.
 Registration Statement on Form S-4
 Filed November 6, 2024
 File No. 333-283019
 Ladies and Gentlemen: Denali
Capital Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), files herewith Amendment No. 1 (“ Amendment No. 1 ”) to the above-referenced registration statement on Form S-4 filed on November 6, 2024 (the “ Registration Statement ”). Set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the “ Staff ”) with respect to the Registration Statement contained in the Staff’s letter dated December 11, 2024 (the “ Comment Letter ”).
 For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page
references in the responses set forth below refer to page numbers in Amendment No. 1. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in Amendment No. 1.
 Cover Page

 1.
 Please revise the prospectus cover page to include disclosure highlighting the number and each type of
security being registered, including disclosure as to how you arrived at the number of securities being registered. In this regard, we note from the header on the prospectus cover page that you are registering 262,684,337 shares of common stock,
524,622 units, 6,000,000 shares of Series A Preferred Stock, and 8,760,000 warrants of New Semnur.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on pages ii-iii of the
prospectus cover page of Amendment No. 1 to include the requested disclosure.

 U.S. Securities and Exchange Commission
 April 21, 2025

 2.
 On page i, you state that holders of Denali Class A Ordinary Shares will be asked to approve and
adopt the Merger Agreement. With reference to the disclosure on page 46, please revise your disclosure to clarify that holders of Denali Class A Ordinary Shares and holders of Denali Class B Ordinary Shares, voting together as a single
class, will be asked to approve and adopt the Merger Agreement, or otherwise advise.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on page i of the cover page of
Amendment No. 1 in response to the Staff’s comment.

 3.
 Please revise the sponsor compensation disclosure on pages iii and iv to also include any compensation
received or to be received by the directors and officers of Denali, as well as the Denali underwriters. Refer to Item 1604(a)(3) of Regulation S-K. Please make similar revisions as appropriate in the sponsor
compensation disclosure on pages 42-43 and 86.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on pages v-vii of the cover page
and pages 48-50 and 206-207 of Amendment No. 1 in response to the Staff’s comment.

 4.
 We note your disclosure on page ii and throughout the prospectus that, from and after the Effective Time,
and for so long as Scilex beneficially owns any shares of New Semnur Series A Preferred Stock, Scilex will have the right, but not the obligation, to designate each director to be nominated, elected or appointed to the New Semnur Board. However, we
further note your disclosure elsewhere in the prospectus that, upon and following consummation of your initial business combination, the Sponsor will be entitled to nominate three individuals for appointment to the board of directors as long as the
Sponsor holds any securities covered by an April 6, 2022 registration rights agreement. Please revise your disclosures throughout the prospectus as appropriate to clarify who will have the right to designate and/or nominate directors to the New
Semnur Board. Response : The Company respectfully advises the Staff that it has revised the
disclosure on pages 352 and 399 of Amendment No. 1 in response to the Staff’s comment.

 5.
 Please revise the table on page iii, and elsewhere as applicable, to clarify the postcombination holdings
of Scilex Holding Company. In this regard, it should be clear that Scilex will own nearly all of Semnur’s equity securities following the combination and that this stake will not be held by multiple stockholders.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on pages iii and v of the cover
page and pages 12, 15-16, 58, 153 and 210 of Amendment No. 1 in response to the Staff’s comment.

 6.
 We note your disclosure on page viii that Denali intends to list the New Semnur Common Stock and warrants
on the Nasdaq Capital Market upon completion of the Business Combination. Please disclose here whether completion of the Business Combination is contingent on this listing approval.
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 U.S. Securities and Exchange Commission
 April 21, 2025
 Response : The Company respectfully advises the Staff that it has
revised the disclosure on page xiii of the cover page of Amendment No. 1 in response to the Staff’s comment.

 7.
 On page viii, you disclose that the Denali Board determined that it is advisable to consummate the
Business Combination. Please also disclose, if true, that the Board determined the Business Combination was in the best interests of Denali and its shareholders. In this regard, we note a similar statement on pages 47 and 175. Refer to Item
1604(a)(1) and Item 1606(a) of Regulation S-K.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on page xiii of the cover page
of Amendment No. 1 in response to the Staff’s comment.

 8.
 Please revise the prospectus cover page to include the information required by Item 1604(a)(2) of
Regulation S-K. Please make similar revisions to the summary of the proxy statement in accordance with Item 1604(b)(5).
 Response : The Company respectfully advises the Staff that it has revised the disclosure on pages x-xii of the cover page
and pages 51-52 of Amendment No. 1 in response to the Staff’s comment. About this Proxy Statement/Prospectus, page viii

 9.
 You state that the prospectus is with respect to the Denali Class A Ordinary Shares to be issued to
Semnur’s stockholders under the Merger Agreement. However, the prospectus cover page refers to shares of common stock, units, shares of Series A Preferred Stock, and warrants. Please revise your disclosures as appropriate.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on
page viii under the section titled “About this Proxy Statement/Prospectus” of Amendment No. 1 in response to the Staff’s comment.
 Questions and Answers about the Business Combination and the Meeting
 Questions and Answers about the Business Combination, page 7

 10.
 Please revise the disclosure on pages 7-8 to include a new
Q&A that explains the reason(s) why Scilex is conducting the Business Combination and related transactions, as well as its plans for Semnur in the short term and the long term. For instance, please explain here, and in the Background section,
why Scilex determined to retain 96% or greater of Semnur’s equity as opposed to spinning-off all of the Semnur equity. With reference to the potential 10% stock dividend referenced on page 13 and the
Oramed debt, revise to discuss whether Scilex plans to distribute additional Semnur stock to its shareholders and, as applicable, the factors that will determine the timing and size of such distributions. Also explain why Scilex is opting to merge
Semnur with a SPAC given the amount of proceeds currently in the Trust Account and the prospects for additional redemptions.
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 U.S. Securities and Exchange Commission
 April 21, 2025
 Response : The Company respectfully advises the Staff that it has
revised the disclosure on pages 8, 9 and 175 of Amendment No. 1 in response to the Staff’s comment.

 11.
 With reference to your disclosures on pages 110, 298 and 304, please add a new Q&A that discusses
Scilex’s continued operational and voting control over Semnur following the Business Combination as well as Semnur’s reliance on funding and services provided by Scilex. Highlight the risk that the interests of Scilex and certain officers
and directors who jointly serve as officers/directors at Scilex and Semnur may not be aligned with those of other Semnur stockholders and this could lead to actions that may not be in the best interests of Semnur stockholders.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on
pages 19-21 of Amendment No. 1 in response to the Staff’s comment. What equity stake will current Denali shareholders and Semnur
stockholders hold..., page 10

 12.
 We note your disclosure in the second paragraph that the ownership percentage with respect to New Semnur
after the closing of the Business Combination does not take into account the potential dilutive effect of several different securities, including the Public Warrants, the Denali Class A Ordinary Shares and Public Warrants underlying the Public
Units, and the Denali Private Placement Shares and Denali Private Placement Warrants underlying the Denali Private Placement Units. Please tell us why you have excluded these from the ownership percentage post-closing, particularly the Denali
Class A Ordinary Shares underlying the Public Units and the Denali Private Placement Shares underlying the Denali Private Placement Units.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on page iii of the cover page
and pages 12-14, 58, 153-154 and 210-212 of Amendment No. 1 in response to the Staff’s comment. Did the Denali Board obtain a third-party
valuation or fairness opinion in determining whether to proceed with the Business Combination?, page 14

 13.
 We note the disclosure here and on the cover page highlighting the $2.5 billion valuation of Semnur.
To the extent that you highlight this valuation, please revise to provide balance and context by also disclosing the current market capitalization for Semnur’s parent company, Scilex Holdings.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on page ii of the cover page and
pages 8, 16, 47, 141, 175, 209 and 271 of Amendment No. 1 in response to the Staff’s comment. Summary of the Proxy Statement
 Semnur Pharmaceuticals, Inc., page 29
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 U.S. Securities and Exchange Commission
 April 21, 2025

 14.
 In the second paragraph, you state that SP-102 has been granted
fast track designation by the FDA. We note similar disclosure on pages 262 and 263. When discussing the fast track designation, please also disclose that such designation may not lead to a faster development or regulatory review process and that it
does not increase the likelihood that SP-102 will receive marketing approval.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on pages 35, 287, 289 and
326 of Amendment No. 1 in response to the Staff’s comment. Summary of the Proxy Statement
 The Meeting Record Date; Outstanding Shares;
Shareholders Entitled to Vote, page 46

 15.
 You state that each holder of Denali Ordinary Shares is entitled to one vote per share on each proposal.
However, on page 355, you state that, in a vote to continue Denali in a jurisdiction outside the Cayman Islands, holders of the Denali Class B Ordinary Shares will have ten votes for every Denali Class B Ordinary Share. Please revise your
disclosures to reconcile this apparent inconsistency with respect to the Domestication Proposal.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on page iv of the cover page and
pages 23, 24, 56, 57, 166, 167, 228, 229, 380, 382, 385 and 386 of Amendment No. 1 in response to the Staff’s comment. Proposal 1 - The
Business Combination Proposal Background of the Business Combination, page 154

 16.
 Please revise the Background section so that it also presents similar information from Scilex’s
perspective. Response : The Company respectfully advises the Staff that it has revised the
disclosure on page 172 of Amendment No. 1 in response to the Staff’s comment.

 17.
 We note that you previously received shareholder approval for a different proposed business combination
and subsequently terminated the related merger agreement shortly before entering into the merger agreement for the now proposed Business Combination. Please briefly describe the reasons for the termination of the prior merger agreement and clarify
when you first began discussions with Semnur. In this regard, we note you disclose that Henry Ji, Ph.D., the Executive Chairperson of Semnur, met your Chief Executive Officer at your principal executive offices on May 30, 2024 to discuss a
potential business combination between Semnur and Denali. However, it is unclear how the parties were introduced and what prompted this meeting.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on pages 171 and 172 of
Amendment No. 1 in response to the Staff’s comment.
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 U.S. Securities and Exchange Commission
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 Opinion of CB Capital, page 160

 18.
 Disclose the instructions received by the financial advisor from DECA or the Sponsor, including any
limitations imposed by DECA or the Sponsor on the scope of the activities conducted by the financial advisor in connection with the financial opinion. Refer to Item 1607(b)(6) of Regulation S-K.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on
pages 176-177 of Amendment No. 1 in response to the Staff’s comment.

 19.
 Please revise to explain the criteria that CB Capital used to identify these companies so that it is
clear why these companies were deemed comparable to Semnur and why other companies were not selected. Based on the information provided, we note that all of the companies selected are commercial stage companies. Please explain why CB Capital did not
choose one or more pre-commercial stage companies for purposes of its valuation analysis. From your revised disclosure, it should be clear how CB Pharma came to select some of the largest pharmaceutical
companies (by revenues, profits and market capitalization) in the world (e.g., Eli Lily, Pfizer, AbbVie, Amgen, etc.) as companies that are comparable to Semnur.
 Response : The Company respectfully advises the Staff that it has revised the disclosure on pages 181-182 of Amendment
No. 1 in response to the Staff’s comment.

 20.
 Please revise to discuss whether Denali’s board reviewed the list of comparable companies selected
by CB Capital and agreed that these companies are comparable to Semnur. Response : The Company
respectfully advises the Staff that it has revised the disclosure on page 182 of Amendment No. 1 in response to the Staff’s comment.

 21.
 We note that the financial opinion filed as Exhibit 99.4 includes language that the opinion letter is
“provided to DECA for its sole use in considering the proposed Transaction” and that the letter “is not to be used for any other purpose” without the prior written consent of the financial advisor. Please remove these statements.
Alternatively, disclose the legal basis for DECA’s and the financial advisor’s belief that shareholders cannot rely on the opinion to bring state law actions, including a description of any state law authorities on such a defense. If no
such authority exists, please disclose that this issue will be resolved by a court, resolution of this issue will have no effect on the rights and responsibilities of DECA’s board under state law, and the