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    SIDLEY AUSTIN LLP

787 Seventh Avenue

New York, New NY 10019

+1 212 839 5300

+1 212 839 5599

AMERICA ● ASIA PACIFIC ● EUROPE

June 7, 2023

VIA EDGAR SUBMISSION AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

  Attn:
  Jeanne Bennett

Brian Cascio

Jessica Ansart

Lauren Nguyen

    Re:
    Denali SPAC Holdco, Inc.

    Registration Statement on Form S-4
 Filed March 29, 2023
 File No. 333-270917

Ladies and Gentlemen:

On May 31, 2023, Denali SPAC Holdco, Inc.
(the “Company”), filed Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement
on Form S-4 (the “Registration Statement”) via the Commission’s EDGAR system. In this letter, we respond to the
comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
 “Commission”) contained in the Staff’s letter dated April 25, 2023 (the “Letter”). For ease of reference,
the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font
type. Concurrently with the filing of Amendment No. 1, a letter responding to the comments contained in the Letter was inadvertently
transmitted to the Staff under an incorrect CIK number. We are hereby re-submitting this letter solely for the purpose of filing under
the Company's correct CIK number. Our responses included in this letter remain unchanged.

The responses below follow the sequentially numbered
comments from the Letter. All page references in the responses set forth below refer to page numbers in Amendment
No. 1, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such
terms in Amendment No. 1.

U.S. Securities and Exchange Commission

June 7, 2023

Page 2

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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on pages xvi and 6 of Amendment No. 1. The
Company also respectfully directs the Staff’s attention to the risk factor on pages 31 and 32 of Amendment No. 1, which
addresses the material risks that are subject to waiver and advises the Staff that it has deleted the risk factor on page 38 of the
Registration Statement as it is duplicative of such risk factor.

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
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.

Response:
 The Company respectfully acknowledges the Staff’s comment. With regard to the Staff’s comment, Sidley Austin LLP
(“Sidley”) does not intend to specifically issue an opinion as to the likelihood that the Denali Merger qualifies as a reorganization
within the meaning of Section 368(a) of the Code due to a number of factual and legal uncertainties described on page 176
of Amendment No. 1 and reproduced below (similar language is set forth on pages xvi and 43 of Amendment No. 1):

U.S. Securities and Exchange Commission

June 7, 2023

Page 3

There are significant factual and legal uncertainties
as to whether the Denali Merger also qualifies as a reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”),
including that the assets of Denali are only investment-type assets and that it cannot be determined until following the closing of the
Business Combination whether Holdco will continue a significant line of Denali’s historic business or use a significant portion
of Denali’s historic business assets. To qualify as a Reorganization, a transaction must satisfy certain requirements, including,
among others, that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Denali Merger, its
corporate parent) continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired
corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business,
in each case, within the meaning of Treasury Regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly
on how the above rules apply in the case of an acquisition of a corporation with only investment-type assets, such as Denali, the
qualification of the Denali Merger as a Reorganization is not free from doubt and the IRS or a court could take a different position.
Moreover, qualification of the Denali Merger as a Reorganization is based on facts which will not be known until the closing of the Business
Combination. As a result, Sidley Austin LLP is unable to opine as to whether the Denali Merger constitutes a Reorganization.

Please note that although Sidley is not providing an opinion regarding
whether the Denali Merger qualifies as a reorganization under Section 368(a), the Exhibit 8.1 Opinion will cover the potential
U.S. tax consequences under both scenarios where either the Denali Merger does or does not qualify as a reorganization under Section 368(a) (due
to the fact that the tax disclosure describes the U.S. tax consequences under both scenarios).

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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on pages xix, xx, xxvii, 12, 152 and 153 of Amendment
No. 1.

U.S. Securities and Exchange Commission

June 7, 2023

Page 4

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.

Response:
The Company acknowledges the Staff’s comment and has removed the language from pages 3 and 274 of Amendment No. 1.

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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on pages 3 and 4 of Amendment No. 1.

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 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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on pages 8, 9, 10, 144 and 145 of Amendment No. 1.

U.S. Securities and Exchange Commission

June 7, 2023

Page 5

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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on pages v, xxi, 15 and 151 of Amendment No. 1.

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.

Response:
 The Company acknowledges the Staff’s comment and advises the Staff that none of Denali’s executive officers, directors,
Sponsor or other entities affiliated with Denali and the Sponsor are currently awaiting reimbursement for out-of-pocket expenses and that
Denali is not party to any administrative services agreement, which disclosure was made in error. The Company has made changes on pages 16
and 147 of Amendment No. 1.

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.

Response:
 The Company acknowledges the Staff’s comment and advises the Staff that the material interests of Mr. Zakes, Ms. Sparks,
and Mr. Wang in the transaction are disclosed under the caption “Interests of Longevity’s and the Targets’ Directors
and Executive Officers in the Business Combination” contained in Amendment No. 1, which the Company respectfully submits is
the appropriate location for such discussion. The Company also advises the Staff that there are no other material interests in the transaction,
except for those already described in the Registration Statement.

U.S. Securities and Exchange Commission

June 7, 2023

Page 6

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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on pages 17 and 148 of Amendment No. 1.

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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on pages 16 and 147 of Amendment No. 1.

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 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.

Response:
 The Company acknowledges the Staff’s comment and has made changes on page 20 of Amendment No. 1.

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.

U.S. Securities and Exchange Commission

June 7, 2023

Page 7

Response:
 The Company acknowledges the Staff’s comment and advises the Staff that the Company is unable to determine whether or
not the anti-dilution adjustment will be triggered, and, if triggered, the resulting adjustment to the exercise prices, until after consummation
of the Business Combination. The anti-dilution provision will be triggered only upon certain conditions more fully described on pages 37
and 305-307 of Amendment No. 1, one of which is the requirement that the volume weighted average trading price of Denali’s
ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Business Combination is consummated.
Further, if triggered, the resulting adjustment to the exercise prices can only be determined once such volume weighted average trading
price is known.

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