UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of a Material Definitive Agreement
As previously reported on January 25, 2023, Denali Capital Acquisition Corp. (“Denali”), a Cayman Islands exempted company with limited liability, filed with the Securities and Exchange Commission (the “SEC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Denali, Longevity Biomedical, Inc., a Delaware corporation (“Company”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“New PubCo”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Denali Merger Sub”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“Longevity Merger Sub”), and Bradford A. Zakes, solely in the capacity as seller representative.
On June 26, 2024, pursuant to Section 11.1(a) of the Merger Agreement, the parties entered into a termination agreement (the “Termination Agreement”) pursuant to which the Merger Agreement was terminated effective as of the date of the Termination Agreement. Denali and its sponsor intend to seek alternative ways to consummate an initial business combination.
As a result of the Termination Agreement, the Merger Agreement will be of no further force and effect (other than certain customary limited provisions that survive the termination pursuant to the terms of the Merger Agreement) and ancillary agreements entered into in connection with the Merger Agreement will also automatically terminate in accordance with their respective terms. As a result of the termination of the Merger Agreement, New PubCo intends to withdraw its registration statement on Form S-4, as amended, initially filed with the SEC on March 29, 2023.
The foregoing descriptions of the Merger Agreement and the Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) by Denali on January 25, 2023, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On June 27, 2024, Denali issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Denali under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated as of June 26, 2024, by and among Denali Capital Acquisition Corp., Longevity Biomedical, Inc. and Bradford A. Zakes, as seller representative. | |
| 99.1 | Press Release, dated June 27, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DENALI CAPITAL ACQUISITION CORP. | ||
| Date: June 27, 2024 | By: | /s/ Lei Huang |
| Name: | Lei Huang | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Execution Version
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this “Termination Agreement”) is entered into as of June 25, 2024, by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company with limited liability (“Purchaser”), and Longevity Biomedical, Inc., a Delaware corporation (the “Company”).
WHEREAS, reference is made to that certain Agreement and Plan of Merger, dated as of January 25, 2023 (as amended, the “Merger Agreement”), made by and among Purchaser, the Company, Denali SPAC Holdco, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Purchaser (“Holdco”), Denali SPAC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco, Longevity Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco, and Bradford A. Zakes, solely in the capacity as Seller Representative thereunder (the “Seller Representative”);
WHEREAS, Section 11.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Closing by the mutual written consent of Purchaser and the Company; and
WHEREAS, Purchaser and the Company have mutually consented to the termination of the Merger Agreement and the resulting abandonment of the transactions contemplated thereby, as of the date of this Termination Agreement and desire to enter into this Termination Agreement as their mutual written consent.
NOW, THEREFORE, in consideration of the mutual agreement set forth herein and intending to be legally bound, Purchaser and the Company hereby agree as follows:
1. Definitions. Capitalized terms used, but not otherwise defined herein, shall have the meaning ascribed to them in the Merger Agreement.
2. Termination of Merger Agreement. The Merger Agreement is hereby terminated as of the date of this Termination Agreement in accordance with Section 11.1(a) of the Merger Agreement, with the force and effect of such termination as set forth in Section 11.2 of the Merger Agreement. Each of Purchaser, the Company, and the Seller Representative (on behalf of itself and the Company Stockholders) hereby fully and unconditionally releases and forever discharges each of the other parties to the Merger Agreement and their respective Affiliates and equityholders from any and all claims, actions, losses, liabilities or other rights (whether known or unknown, accrued or unaccrued) arising from or relating to the Merger Agreement, except for claims, actions, losses, liabilities or other rights arising from or relating to the sections of the Merger Agreement surviving termination thereof pursuant to Section 11.2 of the Merger Agreement. Such termination and release is without any termination fee, penalty or other liability.
3. Counterparts; Electronic Delivery. This Termination Agreement may be executed and delivered (including by facsimile or portable document format (.pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery by email to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.
4. Governing Law. This Termination Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State.
[Signature Page Follows]
IN WITNESS WHEREOF, each of Purchaser and the Company has executed and delivered to the other party this Termination Agreement as of the date first written above.
| DENALI CAPITAL ACQUISITION CORP. | |||
| By: | /s/ Lei Huang | ||
| Name: | Lei Huang | ||
| Title: | CEO | ||
| LONGEVITY BIOMEDIAL, INC. | |||
| By: | /s/ Bradford A. Zakes | ||
| Name: | Bradford A. Zakes | ||
| Title: | President & CEO | ||
| BRADFORD A. ZAKES, solely in the capacity as Seller Representative | |||
| By: | /s/ Bradford A. Zakes | ||
| Bradford A. Zakes | |||
[Signature Page to Termination Agreement]
Exhibit 99.1
Denali Capital Acquisition Corp. and Longevity Biomedical, Inc. Mutually Agreed to Terminate the Business Combination
NEW YORK, June 27, 2024 -- Denali Capital Acquisition Corp. (NASDAQ: DECA) (“Denali” or the “Company”) announced today that Denali and Longevity Biomedical, Inc. have mutually agreed to terminate their previously announced business combination agreement (the “Business Combination Agreement”). The Company and its sponsor intend to seek alternative ways to consummate an initial business combination.
About Denali Capital Acquisition Corp.
Denali Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release includes forward looking statements that involve risks and uncertainties. Forward looking statements are subject to numerous conditions, risks and changes in circumstances, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s prospectus for its initial public offering filed with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.