SecProbe.io

CORRESP
1
filename1.htm

    SIDLEY AUSTIN LLP

    787 Seventh Avenue

    New York, New NY 10019

    +1 212 839 5300

    +1 212 839 5599

    AMERICA ● ASIA PACIFIC
    ● EUROPE

July 13, 2023

VIA EDGAR SUBMISSION

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.

Amendment No. 2 to Registration Statement on Form S-4

Filed May 31, 2023

File No. 333-270917

Ladies and Gentlemen:

On behalf of Denali SPAC Holdco, Inc. (the “Company”),
we transmit herewith Amendment No. 2 (“Amendment No. 2”) 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 June 16, 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.

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. 2, unless
otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 2.

Amendment No. 2 to Registration Statement on Form S-4

Q: Questions and Answers, page xiv

 1. Include a separate Question and Answer to highlight that Longevity was recently formed, currently has no significant assets and
that the closings of the acquisitions are subject to the completion of this Business Combination.

Response: The Company acknowledges the Staff’s
comment and has made changes on page xv of Amendment No. 2.

U.S. Securities and Exchange Commission

July 13, 2023

 Page 2

Q: Is the completion of the Merger subject to any conditions?,
page xv

 2. We note your response to comment 1 and reissue the comment in part. You state that “the terms of the Merger Agreement provide
that each of Denali and Longevity may waive any of the conditions to Closing in the Merger Agreement that are provided for their respective
benefit, subject to compliance with applicable law and the Cayman Constitutional Documents.” Please revise your disclosure on page
6, and elsewhere throughout the registration statement, as appropriate, to clarify with greater specificity for each closing condition
whether it may be waived and by which party. As examples, revise to clarify if Longevity’s acquisitions and the listing approval
from Nasdaq are waivable conditions.

Response: The Company acknowledges the Staff’s
comment and has made changes on pages xvi, 6 and 101 of Amendment No. 2.

Q: What are the material U.S. federal income tax consequences
as a result of the Business Combination?, page xvi

 3. We note your response to comment 2 and reissue the comment. The tax opinion should address and express a conclusion for each material
federal tax consequence. 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.
Additionally, with reference to your disclosure on pages 43 concerning your likely status as a PFIC, please note that counsel’s
opinion should consider this PFIC status and also address whether the merger qualifies or does not qualify as a “reorganization”
within the meaning of Section 368 of the Code. For additional guidance concerning assumptions and opinions subject to uncertainty, refer
to Staff Legal Bulletin No. 19 (Oct. 14, 2011).

Response: The Company acknowledges the Staff’s
comment regarding the tax opinion, and respectfully refers the Staff to the disclosure on page 177 under the heading “—Material
U.S. Federal Income Tax Consequences —U.S. Holders — The Denali Merger” that provides that subject to the limitations,
exceptions, and qualifications described in the Registration Statement and in the opinion filed as Exhibit 8.1 to the Registration Statement,
and based on customary tax representations to be obtained from the Company, Holdco and Longevity, it is the opinion of Sidley Austin LLP,
counsel to the Company, that the Denali Merger should, when taken together with the related transactions in the Business Combination,
qualify as a transaction described in Section 351 of the Code for U.S. federal income tax purposes. The Company has modified the existing
disclosure on page 181 to describe the degree of uncertainty in the opinion.

While the Company acknowledges that the Registration
Statement states that Sidley Austin LLP is unable to opine as to whether the Denali Merger also qualifies as a “reorganization”
under Section 368(a) of the Code (a “Reorganization”), (i) as clarified on page 178 of the Registration Statement, whether
the Denali Merger qualifies as a Reorganization does not affect the availability of tax-deferral for U.S. holders of Denali Ordinary Shares,
though it does affect the taxation of U.S. holders of Denali Public Warrants, (ii) the Registration Statement currently includes a paragraph
under the heading “—Material U.S. Federal Income Tax Consequences — U.S. Holders — The Denali Merger” describing
the factual and legal uncertainty regarding the qualification of the Denali Merger as a Reorganization, and (iii) the Registration Statement
currently includes a paragraph under the heading “—Material U.S. Federal Income Tax Consequences — U.S. Holders —
U.S. Holders Exchanging Denali Public Warrants in the Denali Merger” describing the tax consequences to U.S. holders of Denali Public
Warrants if the Denali Merger does not qualify as a Reorganization and a related risk factor.

The Company acknowledges the Staff’s
comment regarding status as a PFIC, and respectfully refers the Staff to the existing disclosure beginning on page 180 under the
heading “—Material U.S. Federal Income Tax Consequences — U.S. Holders — Passive Foreign Investment Company
Status” and the related risk factor on pages 42 and 43 that describes the tax consequences to U.S. holders of PFIC status in
the cases where the Denali Merger qualifies as a Reorganization or a Section 351 Exchange. The Company also notes the references to
the PFIC disclosure in the discussions of the tax consequences to U.S. holders of Denali Ordinary Shares and Denali Public Warrants
in the Denali Merger.

U.S. Securities and Exchange Commission

July 13, 2023

 Page 3

Q. Summary of the Proxy Statement/Prospectus

Interests of Denali’s Directors and Executive Officers in the Business Combination, page 16

 4. We note your response to comment 11 and reissue the comment. In your revised disclosure, you state that “[t]he Denali Board
was aware of and considered these interests to the extent such interests existed at the time, among other matters, in reaching the determination
to approve the terms of the Business Combination and in recommending to Denali’s shareholders that they vote to approve the Business
Combination.” While this disclosure states that the Board did consider these conflicts of interests, it does not clarify how they
considered those conflicts in negotiating and recommending the business combination. Please revise.

Response: The Company acknowledges the Staff’s
comment and has made changes on page 17 of Amendment No. 2.

Q. Unaudited Pro Forma Condensed Combined Financial Information

Other Financing and Reorganization Events, page 90

 5. We note your disclosure that Holdco is currently pursing a PIPE financing in order to raise additional capital in an amount sufficient
to ensure the Minimum Cash Condition is satisfied at Closing. We also note that there is no commitment for the additional financing from
the PIPE Investment but management believes it is probable that the estimated $37 million needed to meet the Minimum Cash Condition will
be raised. Please address the following:

 ● Revise to disclose why you believe the PIPE Financing is probable and the impact to this transaction if the funds are not raised.

 ● Explain to us your basis for including these funds in your pro forma financial information considering there is no commitment.

 ● Explain how the Unaudited Pro Forma Condensed Combined Balance Sheet at March 31, 2023 on page 96 that includes the $37 million
PIPE Investment meets the Minimum Cash Condition of at least $30 million in the Maximum Redemption Scenario.

Response: The Company acknowledges the Staff’s
comment and has made changes on page 90 of Amendment No. 2.

In response to the second bullet regarding the
Company’s basis for including the funds in the pro forma financial information without a commitment, the Company determined
that the estimated PIPE was important to allow the reader of the pro forma financial information to understand the financial
position of the Company under the maximum redemption scenario, which the Company believes is a likely scenario. In addition, the
Merger Agreement between Denali and Longevity has a closing condition of $30 million minimum cash available to fund the balance
sheet. It is also a closing condition of the Contribution and Exchange Agreements between Longevity and each of Aegeria, Cerevast
and Novokera, respectively. Even though this closing condition may be waived, Article XIV of the Merger Agreement provides that all
parties will use their commercially reasonable efforts to obtain commitments from a PIPE before closing and the parties are
currently actively pursuing the PIPE, as disclosed on pages 131 through 134 of Amendment No. 2. While no commitments have been
received as of yet, the parties anticipate receiving commitments for the PIPE financing prior to requesting the Registration
Statement being declared effective and further updating the Registration Statement in a future amendment to reflect the terms of
such financing. Further, because the Company will not know the level of redemptions until after the proxy has been mailed, the
Company believes it will be necessary to raise PIPE subscriptions before mailing the proxy statement in an amount sufficient to
satisfy the minimum cash condition across all levels of redemptions, otherwise the transaction is unlikely to close. Given the
need to raise sufficient proceeds upfront before knowing the actual redemption levels, the Company believes receiving commitments
for the PIPE financing are probable, otherwise the transaction would not occur without them, and should be included based on
Regulation S-X Article 11-01(a)(8).

U.S. Securities and Exchange Commission

July 13, 2023

 Page 4

In response to the final bullet, the Unaudited Pro
Forma Condensed Combined Balance Sheet at March 31, 2023 meets the Minimum Cash Condition of at least $30 million in the Maximum Redemption
Scenario because the Unaudited Pro Forma Condensed Combined Balance Sheet at March 31, 2023 reflects the payment of debt and member payables
that will be paid immediately following the closing of the transaction with the $30 million minimum cash balance. The payment of the debt
and member payables has been included in the Unaudited Pro Forma Condensed Combined Balance Sheet at March 31, 2023 due to the significance
of the payments and the anticipated timing that they will be paid immediately following the closing. The Company respectfully refers the
Staff to the disclosure on page 101 of Amendment No. 2, which notes that the repayment of these debt and member payable amounts will not
impact the satisfaction of the Minimum Cash Condition in accordance with the terms of the Merger Agreement.

Background of the Business Combination, page 126

 6. We note your response to comment 19 and your revised disclosure throughout the “Background of the Business Combination”
section and we reissue the comment in part. We also note that in your response to comment 27 you state that “all valuations or other
material information provided to potential PIPE investors has been publicly disclosed,” however, you do not discuss any negotiation
or marketing process for the Proposed PIPE transaction here. Please revise the Background section to detail the negotiations concerning
key aspects of the Proposed PIPE transaction, including the negotiation and marketing processes. Each proposal (preliminary or otherwise)
and counterproposal concerning a material transaction term of the Proposed PIPE transaction should be described and the proposing party
identified.

Response: The Company acknowledges the Staff’s
comment and has made changes on pages 131,  133, and 134 of Amendment No. 2.

 7. We note your response to comment 20 and your revised disclosure, in particular on pages 130-131, discussing how the equity valuation
evolved from $150 million to $128 million. We also note that you discuss briefly on page 132 the press release and investor presentation
that were made public on January 26, 2023 following execution of the Merger Agreement. In this press release and the investor presentation,
you state that the “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” Please revise your disclosure to address the basis of this equity
valuation and explain the discrepancy between this equity valuation as announced on January 26, 2023 and the equity valuation of $128
million.

Response: The Company acknowledges the Staff’s
comment and has made changes on page 134 of Amendment No. 2.

 8. We note your response to comment 24 and your revised disclosure on page 127 and reissue the comment in part. Please revise your
disclosure to explain how and when the management team proceeded from seventeen targets down to seven targets, including an explanation
for why ten companies were eliminated as potential targets. In addition, please revise your disclosure with respect to Company A to clarify
why the company was eliminated as a potential target. Your disclosure in this section should provide shareholders with an understanding
of why other target companies were not ultimately chosen as business combination partners.

Response: The Company acknowledges the Staff’s
comment and has made changes on pages 128 and 129 of Amendment No. 2.

U.S. Securities and Exchange Commission

July 13, 2023

 Page 5

 9. We note your response to comment 26 and your revised disclosure on page 129 that on October 12, 2022, “senior management
of Longevity provided Denali with an overview of the structure of the projection information and where to find the assumptions within
the file provided.” Please revise to clarify what is meant here by “the structure of the projection information” and
whether specific financial projections were provided at this time. Please also clarify whether this projection information and the assumptions
provided on October 12, 2022 were materially changed at later points during the discussion. For example, we note you state that target
projection models were discussed also on December 1, 2022.

Response: The Company acknowledges the Staff’s
comment and has made changes on pages 130 and 131 of Amendment No. 2.

Projected Financial Information, page 133

 10. We note your disclosure on page 134 that “[t]he projections presented below are for a ten- year period which was selected
in order to show projections of potential future revenues for all product candidates.” Revise to disclose whether, and if so, why,
the Board and Management considered these projections reasonable considering the clinical stage operations of the target companies and
the extended period of the projections. In this regard, address the reasonableness of ten-year projections for revenues related to products
whic