Semnur Pharmaceuticals, Inc. signed a letter of intent to acquire Denali Capital Acquisition Corp. (NasdaqGM:DECA) in a reverse merger transaction for approximately $2 billion on July 2, 2024. The business combination, which provides for a pre-transaction equity value of Semnur up to $2 billion, subject to adjustment based on third-party fairness opinion, with expected gross proceeds of up to $40 million depending on the number of SPAC shares that are redeemed prior to the completion of the business combination. The letter of intent contemplates the combined company changing its name to Semnur Pharmaceuticals, Inc. and being led by Scilex and Semnur?s current management team. Assuming the SPAC and Semnur enter into the proposed Merger Agreement in the near term, the parties anticipate seeking approval from the SPAC?s shareholders in the second half of 2024. Scilex is expected to be the majority holder of the combined company following completion of the proposed business combination.

Completion of the proposed transaction is subject to the negotiation of a definitive merger agreement, approval by the Denali Capital Acquisition Corp.'s and Scilex?s boards of directors, satisfaction of the conditions negotiated in the proposed Merger Agreement and approval of the proposed transaction by the Denali Capital Acquisition Corp.?s and Scilex?s shareholders.