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    Sidley
                                            Austin LLP

    787 Seventh Avenue

    New York, NY 10019

    +1 212 839 5300

    +1 212 839 5599 Fax

    AMERICA
    • ASIA PACIFIC •
    EUROPE

October 20, 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

  Margaret Schwartz

  Lauren Nguyen

    Re:
    Denali
    SPAC Holdco, Inc.

    Amendment No. 3 to Registration Statement on Form S-4

    Filed September 1, 2023

    File No. 333-270917

Ladies and Gentlemen:

On behalf of Denali SPAC Holdco, Inc. (the
 “Company”), we transmit herewith Amendment No. 4 (“Amendment No. 4”) 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 September 15, 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. 4, unless otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such
terms in Amendment No. 4.

Page 2

Amendment No. 3 to Registration Statement on Form S-4,
Filed September 1, 2023

Summary of the Proxy Statement/Prospectus

Related Agreements, page 10

1. We note your disclosure
                                            concerning the FutureTech Subscription Agreement on page 11, where you state that “FutureTech
                                            Capital agreed to subscribe and purchase 1,800,000 shares of Series A Convertible Preferred
                                            Stock, at a price of $10 per share. Each such Series A Convertible Preferred Stock shall
                                            be convertible, after the original issue date, at the option of the holder, into that number
                                            of shares of Holdco Common Stock.” Please revise to describe the conversion price mechanics
                                            here and elsewhere as appropriate. We note that you state on page 93 that “[t]he
                                            Preferred Stock converts at the option of the holder into Holdco Common Stock at a price
                                            (the “Conversion Price”) based on the lower of (a) $8 per share (based on
                                            the $10.85 closing price of Denali Class A Ordinary Shares as of August 17, 2023)
                                            and (b) the product of (x) the average of the historical twenty (20) day volume
                                            weighted average price (“VWAP”) for the twenty (20) consecutive trading days
                                            ending on and including the date of conversion, multiplied by (y) 80% (i.e., applying
                                            a discount of 20%). However, in no event will the Conversion Price be less than $5 per share.”

Response:
The Company acknowledges the Staff’s comment and has made changes on pages 11, 21, 104 and 131.

Risk Factors

Risks Related to Longevity’s Business

The acquisitions of the Targets by Longevity are conditioned,
in part, on the satisfaction or waiver of certain closing conditions..., page 62

2. We note this risk factor
                                            added in response to prior comment 10. Please revise to state that it is possible that none
                                            of the Target Acquisitions close and the risks associated with such result.

Response:
The Company acknowledges the Staff’s comment and has made changes on page 62.

Shareholder Proposal No. 1 - The Business Combination Proposal

Background of the Business Combination, page 130

3. We note your response to prior
                                            comment 4 and reissue in part. Please revise to discuss when and on what basis the decision
                                            was made by Denali and Longevity to exclude Wicab China from the business combination.

Response:
The Company acknowledges the Staff’s comment and has made changes on pages 133 and 134.

Page 3

Projected Financial Information, page 137

4. We note your response to
                                            prior comment 7 and your disclosure on page 137 that “the Projections assume that
                                            all product candidates receive regulatory approval and there is significant risk that any
                                            one or all of Longevity’s product candidates may not receive such approval....”
                                            Please revise to explain how you arrived at the probability of regulatory approval for the
                                            products, the process undertaken to formulate these assumptions and why you believe the assumptions
                                            are reasonable given that the clinical trials have not been completed. Include in your revisions
                                            a discussion of the factors that management and the Board considered, if any, in determining
                                            whether the assumptions were reasonable, particularly in light of the length of the forecasts
                                            and the fact that the target acquisition companies have no approved products yet. Specifically,
                                            address the reliability of the projections related to the later years presented.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure in the section titled “Projected Financial
Information”, which begins on page 139, generally to address the Staff’s comment. The Company also respectfully notes
that it has reorganized how the information in this section has been presented, in order to provide additional clarity to readers and
specifically highlight relevant risks and uncertainties that shareholders should consider when viewing the Projections. Please see the
section titled “Board Consideration of the Projections” on page 140 for a discussion of the factors that management
and the Board considered in relation to the Projections.

5. We note your response to prior comment 8, which we reissue in part. We note that you did
                                       not provide the underlying projections for each product candidate. Please revise to explain how
                                       the parties considered the information for each product candidate without specific underlying
                                       projections. We also note that you did not identify the specific projected market adoption rates
                                       in each sales territory for LB-001, LB-101 and LB-201. Please revise to provide this information
                                       or advise.

Response:
The Company acknowledges the Staff’s comment and has made changes on pages 142, 143 and 144. The Company respectfully
notes to the Staff that it has revised the disclosure to disclose the Projections by product candidate and to clarify that the market
adoption rates assumed and previously disclosed for LBI-001, LBI-101 and LBI-201 are applicable to each sales territory and to specifically
disclose such territories for each product candidate.

Discounted Cash Flow Analysis, page 148

6. We note the disclosure
                                            that the management team of Longevity assumed an April 2023 closing of the Business
                                            Combination in projecting U.S. FDA approval for the lead pipeline candidates. Given the passage
                                            of time, disclose whether management has reconsidered the projected timeframes of obtaining
                                            FDA approval for the pipeline candidates.

Page 4

Response:
The Company acknowledges the Staff’s comment and has made changes on page 140 and throughout the section titled
 “Projected Financial Information” more generally to address the Staff’s comment. Further, the Company respectfully
notes, as disclosed in the Registration Statement on page 140, that the Company is disclosing the Projections solely to provide
shareholders with access to information that was made available to the Denali Board in connection with its consideration of the Business
Combination and that such disclosure is made solely with respect to the Projections at the time they were prepared and disclosed to the
Denali Board and has included disclosure about the risks, uncertainties and limitations inherent to the Projections.

Shareholder Proposal No. 5 - The Non-Binding Governance
Proposals

Proposal No. 5F: Delaware as Exclusive Forum, page 168

7. On
                                            page 168 you state that the Proposed Certificate of Incorporation will require certain
                                            claims, including derivative actions, to be brought exclusively in the Court of Chancery
                                            of the State of Delaware or, if such court does not have subject matter jurisdiction thereof,
                                            the federal district court of the State of Delaware. On page 169 you state that “the
                                            exclusive forum provision in the Proposed Certificate of Incorporation will not apply to
                                            suits brought to enforce any duty or liability created by the Exchange Act or any other claim
                                            for which the federal courts have exclusive jurisdiction.” In the description on page 333,
                                            however, you do not include this statement from page 169. Revise the disclosure on page 333
                                            to reconcile and clarify whether the federal district court of the State of Delaware specifically
                                            would be the exclusive forum for Exchange Act claims given derivative actions can be brought
                                            under the Exchange Act.

Response:
The Company acknowledges the Staff’s comment and has made changes on pages 171, 172, 326 and 336.

Exhibits

8. Please
                                            file the Certificate of Designation as an exhibit pursuant to Item 601(b)(3) of Regulation
                                            S-K.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has filed the Certificate of Designation
as Exhibit 4.3 to the Registration Statement.

General

 9. We
                                            note your response to prior comment 11, which we reissue in part. Please revise to discuss
                                            more specifically the limitations on investors being able to effect service of process and,
                                            with respect to effective service of process and enforcing civil liabilities in China more
                                            generally, the cost and time constraints that may be involved. Additionally, we note that
                                            your disclosure is based on Mr. Wang’s nationality. Please revise to disclose
                                            where Mr. Wang resides and any related risks associated with that jurisdiction. Ensure
                                            your disclosure covers all directors and officers that reside outside of the United States,
                                            not just those that are nationals of countries other than the United States.

Page 5

Response:
The Company acknowledges the Staff’s comment and has made changes on pages 51 and 339.

If you have any questions regarding the foregoing
or Amendment No. 4, please contact the undersigned at (212) 839-5430.

    Sincerely,

    /s/ David Ni

    David Ni

    Sidley Austin LLP

 cc: Jiandong (Peter) Xu, Denali SPAC Holdco, Inc.

                                            Joshua G. Duclos, Sidley Austin LLP

                                            Andrew M. Tucker, Nelson Mullins Riley & Scarborough LLP