DENALI CAPITAL ACQUISITION CORP. Item 1.01 Entry Into a Material Agreement
OnJanuary 25, 2023 ,Denali Capital Acquisition Corp. , aCayman Islands exempted company with limited liability (" Denali "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among Denali,Longevity Biomedical, Inc. , aDelaware corporation (" Company "),Denali SPAC Holdco, Inc. , aDelaware corporation and direct, wholly owned subsidiary of Denali (" NewPubCo "),Denali SPAC Merger Sub, Inc. , aDelaware corporation and direct, wholly owned subsidiary of New PubCo (" Denali Merger Sub "),Longevity Merger Sub, Inc. , aDelaware corporation and direct, wholly owned subsidiary of New PubCo (" Longevity Merger Sub "), andBradford A. Zakes , solely in the capacity as seller representative. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the " Business Combination " and together with the other transactions contemplated by the Merger Agreement, the " Transactions "), pursuant to which, among other things, immediately following the consummation of the Target Acquisitions (as defined below), (i)Denali Merger Sub will merge with and into Denali (the "Denali Merger "), with Denali as the surviving entity of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Company (the " Longevity Merger " and together with the Denali Merger, the " Mergers "), with Company as the surviving company of the Longevity Merger. Following the Mergers, each of Company and Denali will be a subsidiary of New PubCo, and NewPubCo will become a publicly traded company. At the closing of the Transactions (" Closing "), New PubCo will change its name toLongevity Biomedical, Inc. , and its common stock is expected to list on the NASDAQ Capital Market under the ticker symbol "LBIO."
The Business Combination is expected to be consummated after the required approval by the shareholders of Denali and the satisfaction of certain other conditions summarized below.
Merger Agreement
Consideration Paid to the Company - Company Transaction Consideration
The aggregate consideration ("
Merger Consideration
") to be paid to the holders of Company common stock, par value $0.0001 per
share ("
Company Common Stock
"), at the Closing will consist of a number of shares of common stock of New
PubCo ("
New PubCo Common Stock
") equal to (i) (A) $128,000,000 minus (B) the value of each outstanding option
(whether vested or unvested) and warrant to purchase Company Common Stock that
is converted into a New PubCo option or warrant, as applicable, in accordance
with the Merger Agreement, divided by (ii) $10.00 .
Effect of the Longevity Merger
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Longevity Merger (the " Longevity Effective Time "), by virtue of the Longevity Merger, (a) each share of Company Common Stock (including shares issued in connection with the Target Acquisitions and the conversion of certain Company indebtedness) outstanding immediately prior to the Longevity Effective Time (other than dissenting shares) will be converted into the right to receive a number of shares of New PubCo Common Stock equal to: (i) the aggregate Merger Consideration divided by (ii) the number of outstanding shares of Company Common Stock; and (b) each outstanding Company option or warrant to purchase Company Common Stock shall be converted into a New PubCo option or warrant, as applicable, to acquire the number of shares of New PubCo Common Stock calculated in accordance with the Merger Agreement.
Effect of the Denali Merger
On the terms and subject to the conditions set forth in the Merger Agreement, at
the effective time of the Denali Merger (the "
Denali Effective Time
" and together with the Longevity Effective Time, the "
Effective Time
"), by virtue of the Denali Merger:
(i) each ordinary share of Denali ("
Denali Ordinary Share
") issued and outstanding immediately prior to the Denali Effective Time (other
than Purchaser Excluded Shares (as defined below)) will be automatically
cancelled and converted into the right to receive one share of New PubCo Common
Stock;
(ii) each Denali Ordinary Share issued and outstanding immediately prior to the Denali Effective Time with respect to which a Denali shareholder has validly exercised its redemption rights (collectively, the " Redemption Shares ") will not be converted into and become a share of New PubCo Common Stock, and instead will at the Denali Effective Time be converted into the right to receive from Denali, in cash, an amount per share calculated in accordance with such shareholder's redemption rights; and
(iii) at the Denali Effective Time, by virtue of the assumption of the warrant agreement, dated as ofApril 6, 2022 , betweenDenali and VStock Transfer, LLC , aCalifornia limited liability company ("the " Warrant Agreement "), by New PubCo, each warrant of Denali that (a) was included as part of each unit issued by Denali in a private placement toDenali Capital Global Investments LLC , aCayman Islands limited liability company (the " Sponsor "), at the time of the consummation of the initial public offering (the " IPO ") of Purchaser Public Units (as defined in the Merger Agreement) entitling its holder to purchase one Class A ordinary share of Denali at a price of$11.50 per share (" Denali Private Warrants "); and (b) was included in as part of each unit issued in the IPO entitling its holder thereof to purchase one Class A ordinary share at a purchase price of$11.50 per share (" Denali Public Warrants " and collectively with the Denali Private Warrant, the " Denali Warrants ") that is outstanding immediately prior to the Denali Effective Time will automatically and irrevocably be modified to provide that such Denali Warrants will no longer entitle the holder thereof to purchase the number of Denali Ordinary Shares set forth therein and in substitution thereof such Denali Warrants will entitle the holder thereof to acquire such number of shares of New PubCo Common Stock per Denali Warrant that such holder was entitled to acquire pursuant to the terms and conditions of the Warrant Agreement. "
Purchaser Excluded Shares " means, without duplication, (i) the Redemption Shares, (ii) Denali Ordinary Shares (if any), that, at the Denali Effective Time, are held in the treasury of Denali, and (iii) Denali Ordinary Shares (if any), that are owned by the Company and its subsidiaries.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, standing, formation and authority, (ii) authorization to enter into the Merger Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial statements, (vi) real estate, (vii) litigation, (viii) material contracts, (ix) taxes, (x) intellectual property, (xi) absence of changes, (xii) environmental matters, (xiii) employee matters, (xiv) licenses and permits, (xv) compliance with laws, (xvi) regulatory matters, (xvii) benefit plans, (xviii) affiliate transactions, (xix) finders and brokers, and (xx) insurance. The representations and warranties of the parties contained in the Merger Agreement will terminate and be of no further force and effect as of the Closing.
Covenants
The Merger Agreement contains customary covenants of the parties, including,
among others, covenants providing for (i) the operation of Company businesses in
the ordinary course of business prior to consummation of the Transactions, (ii)
the parties' efforts to satisfy conditions to consummation of the Transactions,
(iii) prohibitions on discussions regarding alternative transactions, (iv) the
preparation and filing of a registration statement on Form S-4 (the "
Registration Statement
") in connection with the registration under the Securities Act of 1933, as
amended (the "
Securities Act
"), of the New PubCo Common Stock and warrants of New PubCo ("
New PubCo Warrants
") to be issued pursuant to the Merger Agreement, which will also contain a
prospectus and proxy statement for the purpose of soliciting proxies from
Denali's shareholders to vote in favor of certain matters (the "
Denali Shareholder Matters
"), (v) the protection of, and access to, confidential information of the
parties, (vi) New PubCo, Denali, and Company's efforts to obtain a listing of
the New PubCo Common Stock and New PubCo Warrants on NASDAQ and (vii) the
parties' efforts to obtain necessary approvals from
Governmental Authorities (as defined in the Merger Agreement)
.
Conditions to Closing
The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the Denali Shareholder Matters by Denali's shareholders (the " Required Denali Shareholder Approval "), (ii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iii) the Registration Statement having become effective, (iv) the shares of New PubCo Common Stock and New PubCo Warrants to be issued pursuant to the Merger Agreement having been approved for listing on NASDAQ, (v) Denali and New PubCo having received a fairness opinion from the Financial Advisor (as defined in the Merger Agreement), (vi) New PubCo having at least$5,000,001 of net tangible assets remaining after the Redemption (as defined in the Merger Agreement) and the private placement of New PubCo Common Stock pursuant to one or more subscription agreements, and (vii) customary bring-down conditions. Additionally, the . . .
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, 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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No Offer or Solicitation
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward Looking Statements
Certain statements included in this Current Report are not historical facts but
are forward-looking statements, including for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words such as
"believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "project," "forecast," "predict,"
"potential," "seem," "seek," "future," "outlook," "target," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, expectations related to the terms, satisfaction
of conditions precedent and timing of the Business Combination. These statements
are based on various assumptions, whether or not identified in this Current
Report, and on the current expectations of Denali's and Company's management and
are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of
Company. These forward-looking statements are subject to a number of risks and
uncertainties, including: changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the Business Combination, including the risk
that any required stockholder or regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the Business Combination;
failure to realize the anticipated benefits of the Business Combination; risks
relating to the uncertainty of the projected financial information with respect
to Company; risks and costs relating to the regulatory approvals and compliance
applicable to Company's products; Company's ability to obtain sufficient working
capital; Company's level of indebtedness; Company's ability to successfully and
timely acquire, develop, sell and expand its technology and products, and
otherwise implement its growth strategy; risks relating to Company's operations
and business, including information technology and cybersecurity risks; risks
related to the loss of requisite licenses; risks relating to potential
disruption of current plans, operations and infrastructure of Company as a
result of the announcement and consummation of the Business Combination; risks
that Company is unable to secure or protect its intellectual property; risks
that the combined company experiences difficulties managing its growth and
expanding operations; the ability to compete with existing or new companies that
could slow the development of Company's products or cause downward pressure on
prices, fewer customer orders, reduced margins, the inability to take advantage
of new business opportunities, and the loss of market share; the amount of
redemption requests made by Denali's shareholders; the impact of the COVID-19
pandemic; the ability to successfully select, execute or integrate future
acquisitions into the business, which could result in material adverse effects
to operations and financial conditions; and those factors discussed in the
sections entitled "Risk Factors" and "Special Note Regarding Forward-Looking
Statements" in Denali's Quarterly Report on Form 10-Q for the quarter ended
Important Information for Investors and Stockholders
The Business Combination will be submitted to shareholders of Denali for their
consideration and approval at a special meeting of shareholders.
Participants in the Solicitation
This Current Report is not a substitute for the Registration Statement or for
any other document that Denali or New PubCo may file with the
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