SEC Comment Letter 0000000000-23-013201 to Denali SPAC Holdco, Inc. (CIK 0001964657)
Denali SPAC Holdco, Inc. (CIK 0001964657)
Date: Dec. 4, 2023 · CIK: 0001964657 · Accession: 0000000000-23-013201
AI Filing Summary & Sentiment
File numbers found in text: 333-270917
Letter
United States securities and exchange commission logo December 4, 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. 5 to Registration Statement on Form S-4 Filed November 22, 2023 File No. 333-270917 Dear Jiandong (Peter) Xu: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 2, 2023 letter. Amendment No. 5 to Registration Statement on Form S-4 General 1.We note your disclosure that in a shareholders’ meeting held on October 11, 2023, Denali Capital Acquisition Corp. resolved to eliminate the net tangible assets limitation that the Company may not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001. Denali Capital Acquisition Corp. disclosed in the proxy statement filed on September 25, 2023 that it believes that it may rely on another exclusion from “penny stock” rules, which relates to it being listed on the Nasdaq Stock Market (Rule 3a51-1(a)(2)), to not be deemed a penny stock issuer. In this context, please discuss the risks that Holdco’s common stock and warrants may not be approved for initial listing on Nasdaq or the shares may be delisted from Nasdaq, or tell us why you believe this does not present a material risk.
FirstName LastNameJiandong (Peter) Xu Comapany NameDenali SPAC Holdco, Inc. December 4, 2023 Page 2 FirstName LastName Jiandong (Peter) Xu Denali SPAC Holdco, Inc. December 4, 2023 Page 2 Please 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
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United States securities and exchange commission logo
December 4, 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. 5 to Registration Statement on Form S-4
Filed November 22, 2023
File No. 333-270917
Dear Jiandong (Peter) Xu:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 2, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4
General
1.We note your disclosure that in a shareholders’ meeting held on October 11, 2023, Denali
Capital Acquisition Corp. resolved to eliminate the net tangible assets limitation that the
Company may not redeem Public Shares in an amount that would cause the Company’s
net tangible assets to be less than $5,000,001. Denali Capital Acquisition Corp. disclosed
in the proxy statement filed on September 25, 2023 that it believes that it may rely on
another exclusion from “penny stock” rules, which relates to it being listed on the Nasdaq
Stock Market (Rule 3a51-1(a)(2)), to not be deemed a penny stock issuer. In this context,
please discuss the risks that Holdco’s common stock and warrants may not be approved
for initial listing on Nasdaq or the shares may be delisted from Nasdaq, or tell us why you
believe this does not present a material risk.
FirstName LastNameJiandong (Peter) Xu
Comapany NameDenali SPAC Holdco, Inc.
December 4, 2023 Page 2
FirstName LastName
Jiandong (Peter) Xu
Denali SPAC Holdco, Inc.
December 4, 2023
Page 2
Please 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