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April 25, 2023
Jiandong (Peter) Xu
President
Denali SPAC Holdco, Inc.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:Denali SPAC Holdco, Inc.
Registration Statement on Form S-4
Filed March 29, 2023
File No. 333-270917
Dear Jiandong (Peter) Xu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers
Q: Is the completion of the Merger subject to any conditions?, page xv
1.Please identify the closing conditions that are subject to waiver here and in your
disclosure on page 5. Please also revise your risk factor on page 38, as applicable, to
address material risks that are subject to waiver.
Q: What are the material U.S. federal income tax consequences as a result of the Business
Combination?, page xvi
2.We note your disclosure here as well as elsewhere throughout the registration statement
such as on page 165 that counsel is unable to provide an opinion regarding the treatment
of the merger as a tax-free reorganization. However, you still state in the registration

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 Comapany NameDenali SPAC Holdco, Inc.
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Denali SPAC Holdco, Inc.
April 25, 2023
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statement that the merger is intended to qualify as a "reorganization" within the meaning
of Section 368(a) of the Code. As such, your disclosure makes representations as to
probable material tax consequences. Please note that your tax opinion may be conditioned
or may be qualified by any facts that are unknown and that give rise to doubt regarding the
conclusion, so long as such conditions and qualifications are adequately described in the
filing. See Item 601(b)(8) of Regulation S-K. Whenever there is significant doubt about
the tax consequences of the transaction, it is permissible for the tax opinion to use
“should” or "more likely than not" rather than “will,” but counsel providing the opinion
must explain why it cannot give a “will” opinion and describe the degree of uncertainty in
the opinion. For guidance, please refer to Section III.C.4 of Staff Legal Bulletin No. 19
(Oct. 14, 2011). Please revise your disclosure here and throughout the prospectus
accordingly. If you are unable to revise the tax opinion because there is significant
uncertainty relating to the conclusion, then revise to focus your disclosure on the
possibility that the merger is likely to be a taxable event for U.S. holders and explain why.
Q: What equity stake will current Denali shareholders and Existing Longevity Equityholders
hold in Holdco immediately after the consummation, page xix
3.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
Summary of the Proxy Statement/Prospectus
Cerevast Medical, Inc., page 3
4.Your statement that Cerevast is developing "first-in-class" therapeutic solutions implies
the likelihood of regulatory approval and comparisons to other therapeutic solutions.
Please remove the "first-in-class" reference here and throughout the registration statement
as the statement is speculative in light of the regulatory status of Cerevast's therapeutic
solutions.
The Parties to the Business Combination, page 3
5.For each of the target entities, including Longevity, Aegeria, Cerevast and Novokera,
please revise your discussion here to provide additional and balanced disclosure on the
current state of operations, including with reference to the specific products in
development by each entity and the current state of clinical trials for those products,
including that trials for LBI-001 and LBI-201 are currently on hold, and to identify the
material licensing agreements each entity depends upon for its current operations as well
as to disclose each entity's history of net losses.
The Denali Board's Reasons for the Business Combination, page 6
6.Some of the factors you list appear conclusory in nature or generically stated. Please
revise each factor to provide insight into and context for how the factor supports the
board’s recommendation. For example, disclose what in the due diligence and in the

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 Comapany NameDenali SPAC Holdco, Inc.
 April 25, 2023 Page 3
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Denali SPAC Holdco, Inc.
April 25, 2023
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historical financial metrics of Longevity and the targets as well as the
unaudited prospective financial information specifically supported the recommendation.
Also, ensure that you address all material factorshere as you do on pages 135-137,
including the consideration of certain potentially material negative factors the Board
considered.
Redemption Rights, page 11
7. We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Interests of Denali's Directors and Executive Officers in the Business Combination, page 13
8.We note your disclosure on page 23 that Denali's executive officers and directors,
including the Sponsor and other entities affiliated with Denali and the Sponsor, are
entitled to reimbursement of certain out-of-pocket expenses, but will not have a claim
against the Trust Account for reimbursement of these expenses if Denali fails to
consummate a business combination. Please revise to include here the current value
of out-of-pocket expenses for which the aforementioned parties are awaiting
reimbursement. We also note your disclosure here that there are certain unpaid expenses
that have been incurred by the Sponsor and Denali's officers and directors and their
affiliates in connection with the administrative services agreements. Please clarify whether
these agreements covered out-of-pocket expenses and revise your disclosure on page 23 or
elsewhere, as appropriate, to disclose the material terms of these agreements.
9.Please revise your disclosure here and throughout the registration statement as appropriate
so that it highlights all material interests in the transaction held by the sponsor and the
company’s officers and directors. This could include fiduciary or contractual obligations
to other entities as well as any interest in, or affiliation with, the target company. For
example, we note your disclosure on page 267 that Bradford A. Zakes and Brenda Sparks
will be eligible for transaction bonuses only upon closing of the business combination as
well as your disclosure on page 279 that Yuquan Wang, Executive Chairman of the
Board, has an interest in the promissory notes issued by Longevity to FutureTech Partners.
10.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
11.Please revise the conflicts of interest discussion on pages 13 through 17 and elsewhere
throughout the registration statement, as appropriate, to clarify how the board considered
those conflicts in negotiating and recommending the business combination.
Interests of Longevity's and the Targets' Directors and Executive Officers in the Business
Combination, page 17
12.We note your disclosure that FutureTech Capital, LLC and the Sponsor entered into a
Sponsor Membership Interests Purchase Agreement on November 8, 2022. Please revise

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 Comapany NameDenali SPAC Holdco, Inc.
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Denali SPAC Holdco, Inc.
April 25, 2023
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your discussion to disclose the approximate dollar value of FutureTech Capital's interest
in the target based on the transaction value and recent trading prices as compared to the
price paid.
The exercise price of the Denali Warrants is subject to potential adjustment in the event Denali
issues additional ordinary shares, page 34
13.We understand the sponsor will receive additional securities pursuant to an anti-dilution
adjustment based on the company's additional financing activities. We also note your
disclosure on page 86 that "management believes it is probable that the estimated
$36,218,000 needed to meet the Minimum Cash Condition will be raised through a PIPE
Financing."  Please quantify the number and value of securities the sponsor will receive.
In addition, disclose the ownership percentages in the company before and after the
additional financing to highlight dilution to public stockholders. If you are unable to
provide these disclosures on the basis of the amount of the Proposed PIPE Financing,
please explain why you cannot yet provide these disclosures.
We have a history of net losses, and we expect to continue to incur losses for the foreseeable
future, page 47
14.Please revise this risk factor to remove the reference to you "successfully"
commercializing some of your product candidates as you currently do not commercialize
any product candidates nor have you in the past.
Unaudited Pro Forma Condensed Combined Financial Information
Other Financing and Reorganization Events, page 85
15.We note that you are currently pursuing a PIPE financing. When known, please highlight
material differences in the terms and price of securities issued at the time of the IPO as
compared to private placements contemplated at the time of the business combination.
Please also disclose if the SPAC's sponsors, directors, officers or their affiliates will
participate in the private placement. Furthermore, if the financing will include convertible
securities, please revise your disclosure to discuss the key terms of any convertible
securities and to disclose the potential impact of those securities on non-redeeming
shareholders.
Unaudited Pro Forma Condensed Combined Financial Information
Expected Accounting Treatment of Longevity's Acquisition of the Targets, page 86
16.We note the disclosure that Cerevast was determined to be the accounting acquirer of the
Target Acquisitions because, among other things, their shareholders will have the largest
minority voting interest and Cerevast senior management will comprise a majority of the
Longevity senior management. Please provide us more details and your analysis of how
you concluded Cerevast is the accounting acquirer consistent with the guidance in
paragraphs of ASC 805-10-55-10 to 55-15.

 FirstName LastNameJiandong (Peter) Xu
 Comapany NameDenali SPAC Holdco, Inc.
 April 25, 2023 Page 5
 FirstName LastNameJiandong (Peter) Xu
Denali SPAC Holdco, Inc.
April 25, 2023
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Unaudited Pro Forma Condensed Combined Longevity Balance Sheet, page 89
17.Please revise to disclose how you determined the adjustment of $9,251,252 in Note 3(A).
In addition, disclose how you determined the fair value of the new debt of $8,651,403
discussed in Note 3.

Note 2 - Target Acquisitions Peliminary Estimated Purchase Price Allocoaion, page 93
18.Please revise to clarify how you determined $10 per share as the estimated fair value of
the Longevity common stock in arriving at the purchase price for the Aegeria and
Novokera assets acquisitions.

Shareholder Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 120
19.Please revise the Background section to detail the negotiations concerning key aspects of
the business combination and related transactions, including, without limitation, the scope
and valuation of Longevity's business, the merger consideration and the structure of the
transaction (including the negotiation and marketing processes for the Proposed PIPE
transaction). Each proposal (preliminary or otherwise) and counterproposal concerning a
material transaction term made between September 23, 2022 and January 25, 2023 should
be described and the proposing party identified. In this regard, we note that the
Background section as written discusses in general terms the topical areas discussed by
the parties during the four months of negotiations and some of the final terms they
mutually agreed upon but does so without any indication of how those terms evolved
during the course of the discussions/negotiations.
20.Expand your disclosure to explain how the valuation of Longevity changed throughout the
negotiations process. As examples, you disclosed that on October 12, 2022, Messrs. Zakes
and Stever, representing Longevity, Mr. Lei Huang and Mr. Peter Xu from Denali,
representatives from US Tiger and representatives from FutureTech discussed potential
valuation and the pro forma capitalization of the post-merger combined company and that
on November 8, 2022, Longevity’s CEO, Mr. Bradford A. Zakes, had a videoconference
with Mr. Peter Xu, Mr. Ying Shan, and representatives of US Tiger Securities to discuss
Longevity’s valuation. We further note that Longevity's January 26, 2023 press release
referred to a pro forma equity valuation of approximately $236.2 million of the Combined
Company, assuming no redemptions of Denali public shares by Denali’s public
shareholders.
21.Please revise the disclosure on page 120 to clarify whether prior to the consummation of
Denali's initial public offering, either Denali or anyone acting on its behalf contacted any
prospective target business or had any substantive discussions with respect to a transaction
with Denali.

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 Comapany NameDenali SPAC Holdco, Inc.
 April 25, 2023 Page 6
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Denali SPAC Holdco, Inc.
April 25, 2023
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22.We note that US Tiger Securities performed additional services after the IPO and part of
the IPO underwriting fee was deferred and conditioned on completion of a business
combination. We also note your disclosure on page xxiv and elsewhere that the deferred
underwriting fee "is only payable upon the completion of the Business
Combination." Please clarify whether this is the only fee payable to US Tiger Securities
that is contingent on completion of the business combination. To the extent there are
additional fees, please quantify the aggregate fees payable to US Tiger Securities that are
contingent on completion of the business combination.
23.We note that on September 23, 2022, representatives of FutureTech Capital LLC met with
Denali's CEO and during this meeting, FutureTech representatives introduced Longevity
to Denali. Please describe when and by whom FutureTech and Denali were first
introduced to each other.
24.We note that Denali's management team identified over seventeen potential target
companies, made contact with representatives of seventeen such potential targets, entered
into non-disclosure agreements with respect to seven such potential targets and
sent binding LOIs to two targets, including to Longevity. Please revise your disclosure to
clarify how many potential targets were initially identified and to explain how and when
the management team proceeded from over seventeen targets to seventeen targets and then
down to seven targets and eventually to the final two targets, including an explanation for
why the companies were eliminated as potential targets at each stage. Your disclosure in
this section should provide shareholders with an understanding of why other target
companies were not ultimately chosen as business combination partners.
25.In the event that the Sponsor has other SPACs in the process of searching for a target
company, please revise to disclose whether