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August 2, 2023
Jiandong (Peter) Xu
President
Denali SPAC Holdco, Inc.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:Denali SPAC Holdco, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed July 13, 2023
File No. 333-270917
Dear Jiandong (Peter) Xu:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 16, 2023 letter.
Amendment No. 2 to the Registration Statement on Form S-4
Cover Page
1.We note your response to prior comment 2. You state here that Holdco's common stock is
expected to be listed on Nasdaq. Please revise to clarify whether it is a condition to
closing that Holdco's common stock is listed on Nasdaq.
Interests of Denali's Directors and Executive Officers in the Business Combination, page 16
2.We note your response to prior comment 4 and your disclosure that "in consideration of
the interests" the Denali Board and officers engaged an independent investment bank to
provide a fairness opinion "of the Merger Consideration to Denali and its unaffiliated
ordinary shareholders from a financial point of view." Please revise to also clarify how the

 FirstName LastNameJiandong (Peter) Xu
 Comapany NameDenali SPAC Holdco, Inc.
 August 2, 2023 Page 2
 FirstName LastName
Jiandong (Peter) Xu
Denali SPAC Holdco, Inc.
August 2, 2023
Page 2
board considered those conflicts in negotiating and recommending the business
combination.
Risk Factors
The Business Combination is subject to the satisfaction or waiver of certain conditions, which
may not be satisfied or waived on a timely, page 31
3.We note your response to comment 2 and reissue the comment in part. We note your
revised disclosure on pages xvi, 6 and 101. Please also make corresponding revisions to
your risk factor disclosure here.
Background of the Business Combination, page 130
4.We note your response to comment 9 and your revised disclosure on pages 130 and 131
discussing that the initial financial projections for Longevity included a fourth entity that
was later agreed to be excluded from the business combination. We also note that in the
initial C&E Agreements with Cerevast,  Aegeria and Novokera filed as Exhibits 2.3, 2.5
and 2.7, respectively, there are references to a fourth C&E Agreement that was
simultaneously entered into between Longevity and Wicab Technology (Beijing) Co., Ltd
(“Wicab China”), a Chinese limited liability company. Please revise your disclosure in the
Background section to clarify whether Longevity also entered into a C&E Agreement with
Wicab China and when such agreement was terminated. Please discuss whether at the
time you focused your search on Longevity in October 2022, Longevity planned to
acquire four entities, including Wicab China, and then discuss when and on what basis the
decision was made by Denali and Longevity to exclude Wicab China from the business
combination.
5.We note your response to comment 6 and your revised disclosure on page 134 stating
that "[o]n June 21, 2023, Longevity engaged Maxim Group LLC to act as placement agent
for a potential PIPE transaction" and that "Maxim is engaged in initial diligence as of the
date of this filing." With respect to the potential PIPE transaction, please update your
disclosures throughout and disclose all material terms of any placement agent agreement
or other agreement you have in place with the Maxim Group LLC, and file the
agreement as an exhibit to the registration statement or, alternatively, provide your
analysis supporting your belief that such filing is not required. Refer to Item 601(b)(10) of
Regulation S-K.
6.We note risk factor disclosure on page 31 noting that at the time of this filing, there is no
commitment for the proposed additional financing from the PIPE Investment and there is
no assurance that Holdco will enter into subscriptions for the PIPE Investment on the
described terms or at all.  Please update or provide us analysis explaining why including
the current disclosures regarding a potential PIPE Investment is appropriate.

 FirstName LastNameJiandong (Peter) Xu
 Comapany NameDenali SPAC Holdco, Inc.
 August 2, 2023 Page 3
 FirstName LastName
Jiandong (Peter) Xu
Denali SPAC Holdco, Inc.
August 2, 2023
Page 3
Projected Financial Information, page 135
7.We note your response to comment 10 and reissue the comment in part. We also note your
disclosure that you believed the ten-year time period provides an analysis of the potential
performance of each product candidate "assuming its approval by the FDA." Please revise
your disclosure to address the reasonableness of ten-year projections for revenues related
to products which are currently in clinical stage and have not yet received FDA approval.
8.We note your response to comment 11 and reissue the comment in part. Please expand
your disclosures to provide additional information surrounding the material assumptions
and estimates underlying the financial projections to provide investors with sufficient
information to evaluate the projected financial information. Please address the following:

•For each product candidate, disclose the underlying projections. Identify the specific
projected market adoption rates in each sales territory to help provide additional
insight into the range in these rates underlying the revenue projections. Explain how
the market adoption rates in each territory were determined.
•For each product candidate, disclose the basis for the number of treatable cases.
•Disclose whether management considered obtaining updated projections.
Denali Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments, page 191
9.We note your disclosure here that on July 11, 2023, you issued a new convertible
promissory note in the total principal amount of $825,000 to FutureTech Capital.  Please
revise your disclosure throughout the registration statement, as appropriate, such as in the
ownership table on page 12 or in your disclosure on page 20, to reflect the issuance of this
additional convertible promissory note. Please also update the schedule of promissory
notes in Exhibit 10.17 to reflect this promissory note.
Information About Longevity
Target Acquisitions, page 205
10.We note your revised disclosure here that “[t]he consummation of each Target Acquisition
is conditioned upon the satisfaction or waiver of certain closing conditions including
amongst other items, (i) the closing of each of the other Target Acquisitions and (ii) the
closing of a business combination with a valuation of not less than $128 million and
minimum cash at closing of $30 million.” Please clarify whether and by whom each of
these identified closing conditions may be waived. Please also revise your risk factors to
discuss any risks related to waiver of these conditions such as risks related to waiver of
the condition that the consummation of each Target Acquisition is condition on the
closing of each of the other Target Acquisitions.

 FirstName LastNameJiandong (Peter) Xu
 Comapany NameDenali SPAC Holdco, Inc.
 August 2, 2023 Page 4
 FirstName LastName
Jiandong (Peter) Xu
Denali SPAC Holdco, Inc.
August 2, 2023
Page 4
General
11.We note your response to comment 16 and your revised disclosure stating that
Mr. Yuquan Wang is a Chinese national. To the extent that one or more of your officers
and/or directors are located in China or Hong Kong, please include a separate
Enforceability of Civil Liabilities section for the discussion of the enforcement risks
related to civil liabilities due to your officers and directors being located in China or Hong
Kong.  Please identify each officer and/or director located in China or Hong Kong and
disclose that it will be more difficult to enforce liabilities and enforce judgments on those
individuals.  For example, revise to discuss more specifically the limitations on investors
being able to effect service of process and enforce civil liabilities in China, lack of
reciprocity and treaties, and cost and time constraints.  Also, please disclose these risks in
a separate risk factor, which should contain disclosures consistent with the separate
Enforceability of Civil Liabilities section.
12.Please revise the cover page of your proxy statement/prospectus to clearly disclose the
number of securities being registered on this registration statement.  See Item 501(b) of
Regulation S-K.
            You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Ansart at 202-551-4511 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Andy Tucker