CORRESP Filing
Semnur Pharmaceuticals, Inc.
Date: July 23, 2025 · CIK: 0001913577 · Accession: 0001193125-25-163409
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283019
Referenced dates: July 16, 2025
Letter
Re: Denali Capital Acquisition Corp. Semnur Pharmaceuticals, Inc. Amendment No. 3 to Registration Statement on Form S-4 Filed July 2, 2025 File No. 333-283019 Ladies and Gentlemen: Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), files herewith Amendment No. 4 (“ Amendment No. 4 ”) to the above-referenced registration statement on Form S-4 filed on November 6, 2024, as previously amended by Amendment No. 1 filed on April 21, 2025, by Amendment No. 2 filed on June 11, 2025 and by Amendment No. 3 filed on July 2, 2025 (the “ Registration Statement ”). Set forth below is the Company’s response to the comment 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 July 16, 2025 (the “ Comment Letter ”). For ease of reference, the comment contained in the Comment Letter is printed below and is followed by the Company’s response. The page reference in the response set forth below refers to the page number in Amendment No. 4. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in Amendment No. 4. Amendment No. 3 to Registration Statement on Form S-4 Business of Semnur Clinical Development Overview Interpreting Clinical Meaningfulness of SP-102…, page 304
Denali Capital Acquisition Corp. July 23, 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
1. We note your response to prior comment 3. Please remove the statement in the penultimate paragraph of this section stating that safety assessments demonstrate that SP-102 was “safe” for both single and repeat injections, as safety determinations are solely within the authority of the FDA and comparable foreign regulatory authorities. Response : The Company respectfully advises the Staff that it has removed the referenced statement on page 305 of Amendment No. 4 in response to the Staff’s comment. * * *
U.S. Securities and Exchange Commission July 23, 2025 Please do not hesitate to contact Michael Blankenship of Winston & Strawn LLP at (713) 651-2678 with any questions or comments regarding this letter.
Sincerely,
By:
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CORRESP 1 filename1.htm CORRESP Denali Capital Acquisition Corp. July 23, 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. Amendment No. 3 to Registration Statement on Form S-4 Filed July 2, 2025 File No. 333-283019 Ladies and Gentlemen: Denali Capital Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), files herewith Amendment No. 4 (“ Amendment No. 4 ”) to the above-referenced registration statement on Form S-4 filed on November 6, 2024, as previously amended by Amendment No. 1 filed on April 21, 2025, by Amendment No. 2 filed on June 11, 2025 and by Amendment No. 3 filed on July 2, 2025 (the “ Registration Statement ”). Set forth below is the Company’s response to the comment 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 July 16, 2025 (the “ Comment Letter ”). For ease of reference, the comment contained in the Comment Letter is printed below and is followed by the Company’s response. The page reference in the response set forth below refers to the page number in Amendment No. 4. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in Amendment No. 4. Amendment No. 3 to Registration Statement on Form S-4 Business of Semnur Clinical Development Overview Interpreting Clinical Meaningfulness of SP-102…, page 304 1. We note your response to prior comment 3. Please remove the statement in the penultimate paragraph of this section stating that safety assessments demonstrate that SP-102 was “safe” for both single and repeat injections, as safety determinations are solely within the authority of the FDA and comparable foreign regulatory authorities. Response : The Company respectfully advises the Staff that it has removed the referenced statement on page 305 of Amendment No. 4 in response to the Staff’s comment. * * * 1 U.S. Securities and Exchange Commission July 23, 2025 Please do not hesitate to contact Michael Blankenship of Winston & Strawn LLP at (713) 651-2678 with any questions or comments regarding this letter. Sincerely, By: /s/ Lei Huang Lei Huang Chief Executive Officer cc: Michael Blankenship, Winston & Strawn LLP Jeff Hartlin, Paul Hastings LLP Elizabeth Razzano, Paul Hastings LLP Jaisim Shah, Chief Executive Officer and President, Semnur Pharmaceuticals, Inc. 2