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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

November 21, 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. 4 to Registration Statement on Form S-4

Filed October 20, 2023

File No. 333-270917

Ladies and Gentlemen:

On behalf of Denali SPAC Holdco, Inc. (the “Company”),
we transmit herewith Amendment No. 5 (“Amendment No. 5”) 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 November 2, 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. 5, unless
otherwise noted herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 5.

Page 2

Amendment No. 4 to Registration Statement on Form S-4, Filed
October 20, 2023

Shareholder Proposal No. 1 - The Business Combination Proposal

Projected Financial Information, page 139

 1. We note your response to prior comment 4 and your disclosure on page 140 where you state that “those utilizing the information
could add their own risk adjustment for success of FDA approval. Typically, the earlier the product is in the development cycle, the lower
the probability of success compared to products that are further along in the development cycle.” Please revise these statements
so as to not (i) indirectly disclaim liability for statements in your registration statement and (ii) create any potential implication
that because your product candidates are in clinical trials they are more likely to be approved and note the risks involved in assuming
all of your product candidates will be approved. Please also revise to address the reliability of the projections related to the later
years presented.

Response: The Company acknowledges the Staff’s
comment and has made changes on pages 142 and 143.

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

Proposal No. 5F: Delaware as Exclusive Forum, page 171

 2. We note your response to prior comment 7. On page I-6 you state that the federal district courts of the United States shall be
the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
Elsewhere in the registration statement, such as on page 171, you state that the United States District Court for the District of Delaware
will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.
Further, on page 173 you state that “the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have
jurisdiction, another state court located within the State of Delaware or, if no court located within the State of Delaware has jurisdiction,
the federal district court for the District of Delaware), to the fullest extent permitted by law, will be the sole and exclusive forum
for the types of actions or proceedings under Delaware statutory or common law for the resolution of any complaint asserting a cause of
action arising under the Securities Act.” Please reconcile these disclosures.

Response: The Company acknowledges the Staff’s
comment and has made changes on pages 53, 176 and I-6.

If you have any questions regarding the foregoing
or Amendment No. 5, 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