Longevity Biomedical, Inc. executed a letter of intent to acquire Denali Capital Acquisition Corp. (NasdaqGM:DECA) from Denali Capital Global Investments LLC and others in a reverse merger transaction on October 13, 2022. Longevity Biomedical, Inc. entered into an agreement to acquire Denali Capital Acquisition Corp. from Denali Capital Global Investments LLC and others for approximately $130 million in a reverse merger transaction on January 25, 2023. The merger agreement states the total value of the Business Combination (ie. pro forma combined Longevity) is $128 million, which will be settled in approximately 11,255,871 shares of Holdco common stock and approximately 1,624,454 warrants and options to acquire Holdco common stock. The shares underlying the outstanding Longevity options and warrants are to be converted into a new Holdco option or warrant. The Combined Company may seek a $30 million pre-transaction PIPE that is expected to close concurrently with the closing of the transaction. Following the Mergers, each of Longevity Biomedical, Inc. and Denali will be a subsidiary of New PubCo, and New PubCo will become a publicly traded company. Upon closing of the transaction, it is anticipated that Denali?s public shareholders would retain an ownership interest of approximately 34.9% of the Combined Company, the sponsors, officers, directors and other holders of Denali founder shares and private shares will retain an ownership interest of approximately 10.9% of the Combined Company, and the Longevity stockholders will own approximately 54.2% of the Combined Company. Upon closing of the transaction pursuant to the agreement, the combined company will operate as Longevity Biomedical, Inc. and is expected to list on Nasdaq under the ticker symbol ?LBIO.?

The transaction will require the approval of the shareholders of Denali and Longevity, the Registration Statement having become effective, 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, New PubCo having at least $5,000,001 of net tangible assets remaining after the Redemption, at the closing, the aggregate cash proceeds available to fund the balance sheet of Holdco shall be at least $30,000,000, Denali shall have received written resignations, effective as of the closing, of each of the directors and officers of Longevity and the private placement of New PubCo Common Stock pursuant to one or more subscription agreements, the closing of the acquisitions of Cerevast Medical, Inc., Aegeria Soft Tissue, LLC, and Novokera, LLC, execution of Registration Rights Agreement, indemnification agreements, Lock-Up Agreements, all consent required from any third person and is subject to other customary closing conditions including the receipt of certain SEC regulatory approvals. The board of directors of each of Denali and Longevity unanimously approved the transaction. Denali Board unanimously recommends that shareholders vote for the merger. The closing is expected to occur in Q2 2023. On August 29, 2023, Longevity agreed to irrevocably and unconditionally waive such Minimum Cash Condition. As per filling on July 13, 2023, Denali Capital Acquisition Corp. announced that an aggregate of $0.825 million has been deposited into the Denali Capital's trust account to further extend the period of time the Denali Capital has to consummate its initial business combination by an additional three months, from the current deadline of July 11, 2023 to October 11, 2023. This is the second of the two three-month extensions permitted under the Denali Capital Acquisition's governing documents. Denali Capital?s shareholders voted in favor of approving to extend the date by which the Company must consummate an initial business combination from October 11, 2023 to July 11, 2024. As of October 20, 2023, the Business Combination is expected to be completed in 2023. As of December 11, 2023, Denali Capital Acquisition Corp. announced today that an aggregate of $50,000 has been deposited into the Company's trust account to further extend the period of time the Company has to consummate its business combination by an additional month from December 11, 2023 to January 11, 2024 in accordance with the amended terms of the Company's amended and restated memorandum and articles of association. As of January 10, 2024, shareholders of Denali Capital Acquisition has been approved the merger. As of January 11, 2024, Denali Capital Acquisition extended the period of time to consummate its business combination by an additional month from January 11, 2024 to February 11, 2024. As of February 9, 2024, Denali Capital Acquisition Corp. announced today that an aggregate of $50,000 has been deposited into the Company's trust account to further extend the period of time the Company has to consummate its business combination by an additional month from February 11, 2024 to March 11, 2024. As of May 10, 2024, the company have extended its expected closing by an additional month from May 11, 2024, to June 11, 2024. As of June 11, 2024, Denali Capital Acquisition Corp. (NASDAQ: DECA) announced today that an aggregate of $50,000 has been deposited into the Company?s trust account to further extend the period of time the Company has to consummate its business combination by an additional month from June 11, 2024 to July 11, 2024.

US Tiger Securities, Inc. is acting as business combination advisor to Denali. David Ni, James W. Lowe, Stacy Crosnicker, Edward W. Sharon, Torrey Cope, Donielle McCutcheon, Sona De, Cathryn Le Regulski, Angela T. Richards, Joshua T. Hofheimer and Joshua G. DuClos of Sidley Austin LLP acting as legal advisors and due diligence provider to Denali. Andrew M. Tucker and Jeffrey H. Perry of Nelson Mullins Riley & Scarborough LLP acting as legal advisor and due diligence provider to Longevity. Newbridge Securities Corporation acted as financial advisor and provided a fairness opinion to the Denali Board. VStock Transfer, LLC and Continental Stock Transfer & Trust Company acted as transfer agent to Denali. As compensation for Newbridge?s services in connection with the rendering of its opinion to the Denali Board, Denali agreed to pay Newbridge a fee of $90,000. $20,000 of the fee was paid upon commencement of the engagement, $35,000 of the fee was paid upon delivery of the opinion and the remaining $35,000 is payable upon consummation of the Business Combination. Advantage Proxy, Inc. acted as proxy solicitor to Denali and will receive a fee of $8,500, plus associated disbursements.

Longevity Biomedical, Inc. terminated the letter of intent to acquire Denali Capital Acquisition Corp. (NasdaqGM:DECA) from Denali Capital Global Investments LLC and others in a reverse merger transaction on June 26, 2024.