The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED April 21, 2025

261,976,239 SHARES OF COMMON STOCK, 524,622 UNITS

You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of Denali Capital Acquisition Corp., a Cayman Islands exempted company (“Denali”), at the offices of US Tiger Securities, Inc. located at 437 Madison Avenue, 27th Floor, New York, New York 10022, at         Eastern Time, on        , 2025.

Denali is a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, which we refer to as a “target business.” Holders of Class A ordinary shares, par value $0.0001 per share, of Denali (“Denali Class A Ordinary Shares”) and holders of Class B ordinary shares, par value $0.0001 per share, of Denali (“Denali Class B Ordinary Shares”), voting together as a single class, will be asked to approve and adopt the Agreement and Plan of Merger, dated as of August 30, 2024 (as it may be amended or restated from time to time in accordance with its terms, including by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 16, 2025, (the “Merger Agreement Amendment”), the “Merger Agreement”), by and among Denali, Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali (the “Merger Sub”), and Semnur Pharmaceuticals, Inc., a Delaware corporation (“Semnur”) and a wholly owned subsidiary of Scilex Holding Company (“Scilex”), and the other related proposals described in the proxy statement/prospectus. Copies of the Merger Agreement and the Merger Agreement Amendment are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively.

Stock”), and (b) one-tenth of one share of New Semnur Common Stock and (iii) subject to the approval of the Option Exchange Proposal, each option to purchase Semnur Common Stock that is outstanding as of immediately prior to the Effective Time will be exchanged for a number of options exercisable for newly issued shares of New Semnur Common Stock based upon the Exchange Ratio. The total consideration to be received by holders of Semnur Common Stock and, subject to the approval of the Option Exchange Proposal, Semnur options, at the Closing will be newly issued shares of New Semnur Common Stock with an aggregate value equal to $2.5 billion (the “Merger Consideration”). The Merger Consideration was determined based on the valuation range provided in the opinion of CB Capital Partners, Inc. (“CB Capital”). As disclosed elsewhere in this proxy statement/prospectus, Semnur is a wholly owned subsidiary of Scilex. Holders of Denali Ordinary Shares and other potential investors should be aware that the current market capitalization of Semnur’s parent company, Scilex, is approximately $41.8 million, as of April 18, 2025. As more fully described elsewhere in this proxy statement/prospectus, the maximum number of shares of New Semnur Series A Preferred Stock and New Semnur Common Stock to be issued to the holders of Semnur Preferred Stock at the Closing shall not exceed 6,000,000 and 600,000, respectively, such newly issued shares being collectively referred to herein as the “Preferred Consideration”.

The New Semnur Series A Preferred Stock will be issued only to Scilex (as the sole holder of Semnur Preferred Stock) upon the closing of the Business Combination and will have rights, preferences and privileges that are senior, or in addition, to the rights, preferences and privileges of the holders of New Semnur Common Stock, including the right to receive, in the event of a change of control, liquidation dissolution or winding up of New Semnur, a preference amount out of the assets available for distribution to stockholders before any distribution can be made to holders of New Semnur Common Stock. Further, pursuant to the terms of the Stockholder Agreement entered into between Denali and Scilex, from and after the Effective Time, and for so long as Scilex beneficially owns any shares of New Semnur Series A Preferred Stock, among other things, Scilex shall have the right, but not the obligation, to designate each director to be nominated, elected or appointed to the New Semnur Board. The Stockholder Agreement also provides that New Semnur will be prohibited from taking certain actions without the consent of Scilex. For more information on the terms of the New Semnur Preferred Stock, see the section titled “Description of New Semnur Securities —  New Semnur Preferred Stock Following the Business Combination” and the section titled “Certain Relationships and Related Party Transactions — Certain Transactions of Denali — Stockholder Agreement with Scilex.”

On August 30, 2024, Denali Capital Global Investments LLC (the “Sponsor”) and Scilex entered into a sponsor interest purchase agreement (the “Sponsor Interest Purchase Agreement”), pursuant to which Scilex purchased 500,000 Denali Class B Ordinary Shares (the “Purchased Interests”), that were then-held by the Sponsor. The aggregate consideration for the purchase and sale of the Purchased Interests is as follows: (i) $2,000,000 (the “Cash Consideration”) and (ii) 300,000 shares of common stock, par value $0.0001 per share, of Scilex (the “Scilex Shares”). Pursuant to the Sponsor Interest Purchase Agreement, Scilex paid the Cash Consideration and has agreed to issue the Scilex Shares to the Sponsor contingent upon and following the occurrence of the Effective Time. The Purchased Interests will convert automatically, on a one-for-one basis, into one share of New Semnur Common Stock at the effective time of the Domestication pursuant to the terms of the Merger Agreement.

This proxy statement/prospectus relates to the registration of: (i) 261,976,239 shares of New Semnur Common Stock, which consists of (a) 2,091,617 shares issuable in exchange for all outstanding Denali Ordinary Shares in connection with the Domestication, (b) 250,600,000 shares, the maximum number of shares that may be issued in connection with the Business Combination to Scilex and, assuming approval of the Option Exchange Proposal, holders of outstanding options to purchase shares of Semnur Common Stock, (c) 8,235,378 shares issuable upon exercise of public warrants to purchase New Semnur Common Stock, (d) 524,622 shares underlying a corresponding number of Public Units and Denali Private Placement Units (combined) and (e) 524,622 shares issuable upon exercise of Public Warrants and Denali Private Placement Warrants underlying a corresponding number of Public Units and Denali Private Placement Units, respectively (combined); (ii) 524,622 units, which consists of 14,662 Public Units and 510,000 Denali Private Placement Units; (iii) 6,000,000 shares of Series A

Preferred Stock, the maximum number of shares that may be issued to Scilex upon consummation of the Business Combination; and (iv) 8,760,000 New Semnur Warrants issuable in the Business Combination in exchange for (a) 8,235,378 Public Warrants and (b) 524,622 warrants underlying the corresponding number of Public Units and Denali Private Placement Units (combined).

It is anticipated that, upon the closing of the Business Combination, if none of the 43,739 Denali Class A Ordinary Shares (which includes 14,622 shares underlying the Public Units) currently issued and outstanding and subject to redemption have been redeemed, Denali’s public shareholders will retain an ownership interest of less than 0.1% in New Semnur, the Sponsor and the holders of founder shares (collectively, the “Initial Shareholders”) will retain an ownership interest of approximately 0.7% in New Semnur, and Scilex, the controlling stockholder of Semnur, will own approximately (i) 92.4% of New Semnur in the form of New Semnur Common Stock (without taking into account the dilutive impact of the Scilex Dividend described elsewhere in this proxy statement/prospectus) and (ii) 2.8% of New Semnur in the form of New Semnur Series A Preferred Stock, which will give Scilex 95.2% of the voting power of New Semnur’s capital stock. If all of the 43,739 Denali Class A Ordinary Shares (which includes 14,622 shares underlying the Public Units) currently issued and outstanding and subject to redemption have been redeemed, Denali’s public shareholders would not own any shares of New Semnur Common Stock, the Initial Shareholders will retain an ownership interest of approximately 0.7% in New Semnur, and Scilex will own approximately (i) 92.4% of New Semnur in the form of shares of New Semnur Common Stock (without taking into account the dilutive impact of the Scilex Dividend described elsewhere in this proxy statement/prospectus) and (ii) 2.8% of New Semnur in the form of shares of New Semnur Series A Preferred Stock, which will give Scilex 95.2% of the voting power of New Semnur’s capital stock. In each redemption scenario, Scilex will be the single largest stockholder of New Semnur following the completion of the Business Combination and will directly own nearly all of the New Semnur voting securities expected to be outstanding immediately following the completion of the Business Combination.

The foregoing ownership percentages with respect to New Semnur do not take into account the potential dilutive effect of all of the Public Warrants, the Public Warrants underlying the Public Units, the Denali Private Placement Warrants underlying the Denali Private Placement Units, and shares that may be issued upon exercise of options to acquire shares of New Semnur Common Stock that may be issued to Semnur option holders in connection with the Business Combination (assuming approval of the Option Exchange Proposal) because it is unknown whether such warrants and stock options will ever be exercised for shares of New Semnur Common Stock. For additional information regarding the potential dilutive effect of such securities, see the section titled “Questions and Answers About the Business Combination and the Meeting — What are the possible sources and the extent of dilution that public shareholders who elect no to redeem their shares will experience in connection with the Business Combination?”. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the Denali public shareholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.” For additional information regarding the Scilex Dividend, see the section titled “Questions and Answers About the Business Combination and the Meeting — What is the impact of Scilex’s previously announced dividend of its ownership interest in Semnur on Denali’s shareholders?”.

The following summarizes the pro forma ownership of New Semnur Common Stock immediately following the Business Combination, under the following redemption scenarios: no additional redemptions, 25% redemptions, 50% redemptions, 75% redemptions, and maximum redemptions. For a more detailed description of such redemption scenarios, see “Proposal 1 — The Business Combination Proposal — Total Shares of Common Stock and Preferred Stock Outstanding Upon Consummation of the Business Combination.”

Stockholders will experience additional dilution to the extent New Semnur issues additional shares of New Semnur Common Stock after the closing of the Business Combination. With respect to the Public Warrants, such warrants are not redeemable when Denali public shareholders exercise their redemption rights with respect to the Denali Class A Ordinary Shares. Each redemption scenario assumes there will be (a) 8,235,378 Public Warrants outstanding, (b) 14,622 warrants to purchase New Semnur Common Stock underlying a corresponding number of Public Units outstanding, (c) 510,000 warrants to purchase New Semnur Common Stock underlying a corresponding number of Denali Private Placement Units outstanding, and (d) 50,000,000 options to acquire shares of New Semnur Common Stock that may be issued to Semnur option holders in connection with the Business Combination (assuming approval of the Option Exchange Proposal). For additional information regarding the dilutive effect of the foregoing securities referenced in this footnote, see the section titled “Questions and Answers About the Business Combination and the Meeting — Questions and Answers About the Business Combination — What are the possible sources and the extent of dilution that public shareholders who elect not to redeem their shares will experience in connection with the Business Combination?”.

After the completion of the Business Combination, Scilex (Semnur’s controlling stockholder) will continue to control a majority of the voting power for the election of directors. Depending on the number of Denali Class A Ordinary Shares that are redeemed in connection with the Business Combination, we anticipate that Scilex will own approximately 92.4% of the outstanding common stock of New Semnur (without taking into account the dilutive impact of the Scilex Dividend described elsewhere in this proxy statement/prospectus). As a result, New Semnur will be a “controlled company” within the meaning of the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and may elect not to comply with certain corporate governance standards. While New Semnur does not presently intend to rely on these exemptions, New Semnur may opt to utilize these exemptions in the future as long as it remains a controlled company.

Compensation Received or to be Received by, and Securities Issued or to be Issued to, the Sponsor and its Affiliates

Denali’s sponsor is Denali Capital Global Investments LLC, a Cayman Islands limited liability company formed by Jiandong (Peter) Xu. The Sponsor initially purchased 2,156,250 Denali Class B Ordinary Shares for $25,000 (approximately $0.012 per share). On May 23, 2022, the Sponsor forfeited 93,750 Denali Class B Ordinary Shares in connection with the partial exercise of the underwriters’ over-allotment option. The Sponsor currently holds 1,432,500 Denali Class B Ordinary Shares. The Sponsor also currently holds 510,000 private placement units (the “Denali Private Placement Units”), acquired at a price of $10.00 per Denali Private Placement Unit for an aggregate investment of $5,100,000 at the time of the IPO, which will separate automatically into its component parts, comprised of 510,000 shares of New Semnur Common Stock and 510,000 New Semnur Warrants upon consummation of the Business Combination. In addition, at the option of the Sponsor, upon consummation of the Business Combination, the outstanding amounts payable under the convertible promissory note dated April 11, 2023 by and between Denali and the Sponsor (the “Sponsor Convertible Promissory Note”) and the convertible promissory note dated July 11, 2023 by and between Denali and the Sponsor (the “Sponsor Extension Convertible Promissory Note”) may be converted in whole or in part into Class A Ordinary Shares of Denali at a conversion price of $10 per share (the “Conversion Shares”), which would then become shares of New Semnur Common Stock at the Effective Time on a one-for-one basis.

Compensation Received or to be Received by, and Securities Issued or to be Issued to, the Denali Underwriters

Pursuant to the Deferred Discount Agreement, the Denali Underwriters have agreed to receive $866,250 of the aggregate $2,887,500 Deferred Discount owed to them upon the closing of the Business Combination in the form of 86,625 shares of common stock of Holdco (the “Common Stock Consideration”). Upon the terms of the Deferred Discount Agreement, the Common Stock Consideration will be issued at the Closing and the remaining $2,021,250 of the aggregate Deferred Discount owed will remain payable at the Closing in cash in accordance with the terms of the Underwriting Agreement.

It is expected that the Denali Underwriters will enter into an amended and restated Deferred Discount Agreement under significantly the same terms as the Deferred Discount Agreement, under which the Denali Underwriters will receive shares of New Semnur Common Stock for the Common Stock Consideration.

Compensation Received or to be Received by, and Securities Issued or to be Issued to, the Directors and Officers of Denali

Prior to the consummation of the IPO, the Sponsor assigned 50,000 Denali Class B Ordinary Shares to Lei Huang, the Chief Executive Officer of Denali and director, 20,000 Denali Class B Ordinary Shares to You Sun, the Chief Financial Officer of Denali, and 20,000 Denali Class B Ordinary Shares to each of Huifeng Chang, Jim Mao and Kevin Vassily, each a director of Denali, for no consideration.

At Closing, pursuant to the Merger Agreement, New Semnur will use cash from the Trust Account (as defined below) to pay Denali transaction expenses and to reimburse or pay Sponsor for any outstanding loans or other obligations of Denali or New Semnur to Sponsor. Denali currently estimates that the total amount payable for Denali transaction expenses and any outstanding loans or other obligations of Denali to Sponsor is approximately $7.1 million, inclusive of the $1,423,237 principal balance under the Working Capital Loans, as of December 31, 2024. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Denali Class A Ordinary Shares, at a price of $10.00 per share, upon consummation of the Business Combination. The shares would be identical to the Denali Private Placement Shares underlying the Denali Private Placement Units that the Sponsor purchased on April 6, 2022. The retention of shares by Sponsor and its affiliates and the reimbursements payable to Sponsor at Closing will not result in a material dilution of the

Material Financing Transactions in connection with the Business Combination

Since the IPO, the following material financing transactions have occurred or will occur in connection with the consummation of the Business Combination.

Working Capital Loans

As of December 31, 2024, $1,423,237 was outstanding under the Working Capital Loans in the form of the Sponsor Convertible Promissory Note and the Sponsor Extension Convertible Promissory Note.

On April 11, 2023, Denali issued the Sponsor Convertible Promissory Note in the total principal amount of up to $825,000 to the Sponsor (the “Initial Principal Amount”). The Sponsor Convertible Promissory Note was issued with an initial principal balance of $412,500, with the remaining $412,500 drawable at Denali’s request prior to the maturity of the Sponsor Convertible Promissory Note. The Sponsor Convertible

Promissory Note bears interest equivalent to the lowest short-term Applicable Federal Rate and matures upon the earlier of (i) the closing of Denali’s initial business combination and (ii) the date of the liquidation of Denali. On December 29, 2023, Denali and the Sponsor agreed that, in addition to the Initial Principal Amount, Denali may request an additional aggregate amount of up to $157,500, which may be drawn down in one or more tranches at any time prior to the maturity date of the Sponsor Convertible Promissory Note, raising the total limit up to $1,000,000. On April 2, 2024, Denali and Sponsor agreed that, in addition to the Initial Principal Amount, Denali may request an additional aggregate amount of up to $186,800, which may be drawn down in one or more tranches at any time prior to the maturity date raising the total limit up to $1,200,000. On January 27, 2025, Denali and Sponsor agreed that, in addition to the Initial Principal Amount, Denali may request an additional aggregate amount of up to $591,800, which may be drawn down in one or more tranches at any time prior to the maturity date raising the total limit up to $2,000,000.

On July 10, 2024, Denali issued the Sponsor Extension Convertible Promissory Note in the total principal amount of up to $180,000 the Sponsor. The Sponsor Extension Convertible Promissory Note was issued with an initial principal balance of $15,037, with the remaining $164,963 drawable at Denali’s request and upon the consent of the Sponsor prior to the maturity of the Sponsor Extension Convertible Promissory Note. The Sponsor Extension Convertible Promissory Note matures upon the earlier of (i) the effective date of the consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. No interest shall accrue on the unpaid principal balance of the Sponsor Extension Convertible Promissory Note.

At the option of the Sponsor, upon consummation of a business combination, the Sponsor Convertible Promissory Note and the Sponsor Extension Convertible Promissory Note may be converted in whole or in part into the Conversion Shares. The terms of the Conversion Shares will be identical to those of the Denali Private Placement Shares underlying the Denali Private Placement Units issued to the Sponsor in connection with the IPO. Any conversion in connection with the Working Capital Loans would not have a material dilutive effect on non-converting shareholders. In the event that Denali does not consummate a business combination, the Sponsor Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

FutureTech Notes

On July 11, 2023, Denali issued a convertible promissory note (the “FutureTech Convertible Promissory Note”) in the total principal amount of $825,000 to FutureTech to extend the period of time Denali has to consummate a business combination from July 11, 2023 to October 11, 2023. On October 11, 2023, Denali issued another convertible promissory note in the total principal amount of up to $450,000 to FutureTech (the “Second FutureTech Convertible Promissory Note”). The Second FutureTech Convertible Promissory Note was issued with an initial principal balance of $50,000, with the remaining $400,000 drawable at Denali’s request and upon the consent of FutureTech prior to the maturity of the Second FutureTech Convertible Promissory Note. $400,000 of such amount has been utilized to fund the required payment in order to extend the period of time to consummate a business combination from October 11, 2023 to July 11, 2024. As of December 31, 2024, there was an amount of $1,275,000 outstanding in the form of the convertible promissory notes issued to FutureTech.

Each of the FutureTech Convertible Promissory Note and Second FutureTech Convertible Promissory Note bears interest equivalent to the lowest short-term Applicable Federal Rate and matures upon the earlier of (i) the closing of the Company’s initial business combination and (ii) the date of the liquidation of the Company. At the option of FutureTech, upon consummation of a business combination, the FutureTech Convertible Promissory Note and the Second FutureTech Convertible Promissory Note may be converted in whole or in part into Conversion Shares. The terms of the Conversion Shares will be identical to those of the Denali Private Placement Shares. Any conversion in connection with the FutureTech Convertible Promissory Note and the Second FutureTech Convertible Promissory Note would not have a material dilutive effect on non-converting shareholders. In the event that the Company does not consummate a

business combination, the FutureTech Convertible Promissory Note and the Second FutureTech Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

The Scilex Note

On August 9, 2024, Denali issued a convertible promissory note in the total principal amount of up to $180,000 to Scilex (the “Scilex Convertible Promissory Note”). The Scilex Convertible Promissory Note was issued with an initial principal balance of $15,037, with the remaining $164,963 drawable at Denali’s request and upon the consent of Scilex prior to the maturity of the Scilex Convertible Promissory Note. The Scilex Convertible Promissory Note matures upon the earlier of (i) the effective date of the consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. At the option of Scilex, upon consummation of a business combination, the Scilex Convertible Promissory Note may be converted in whole or in part into Conversion Shares. The terms of the Conversion Shares will be identical to those of the Denali Private Placement Shares. Any conversion in connection with the Scilex Convertible Promissory Note would not have a material dilutive effect on non-converting shareholders. In the event that the Company does not consummate a business combination, the Scilex Convertible Promissory Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

As of December 31, 2024, Scilex has deposited an aggregate of $75,292, drawn down from the Scilex Convertible Promissory Note, to the Trust Account to extend the time the Company has to consummate an initial business combination to January 11, 2025.

On January 6, 2025, February 11, 2025 and March 11, 2025, Scilex deposited an aggregate of $45,191 drawn down from the Scilex Convertible Promissory Note to the Trust Account to extend the time the Company has to consummate an initial business combination to April 11, 2025.

On April 11, 2025, following the approval by Denali’s shareholders of the Third Extension Amendment Proposal (as defined below) at the Third Extension Meeting (as defined below), Scilex deposited $874.78 drawn down from the Scilex Convertible Promissory Note to the Trust Account to extend the time the Company has to consummate an initial business combination to May 11, 2025. The Company has the option to extend on a monthly basis up to December 11, 2025.

Following the delisting from Nasdaq, the Public Units, Denali Class A Ordinary Shares and Public Warrants commenced trading on the OTC Markets under the symbols “DNQUF,” “DNQAF” and “DNQWF,” respectively. As a result, we may face significant material adverse consequences, including:

Additionally, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because Denali’s securities were delisted from Nasdaq, the Public Units, Denali Class A

Ordinary Shares and Public Warrants do not qualify as covered securities under the Securities Act and we are subject to regulation in each state in which we offer our securities. Please see “Denali received a written notice from Nasdaq that it is not in compliance with the MVLS Rule, requiring Denali to maintain a minimum MVLS of $50.0 million, and the Total Assets Rule, requiring Denali to maintain total assets and total revenue of at least $50.0 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years, for continued listing on the Nasdaq Global Market. As such, there can be no assurance that New Semnur’s securities will be approved for listing on Nasdaq, or if approved, will continue to be so listed following the closing of the Business Combination, or that New Semnur will be able to comply with the continued listing standards of Nasdaq. Denali’s securities may not continue to be listed on Nasdaq in the future, which could limit investors’ ability to make transactions in Denali’s securities and subject Denali to additional trading restrictions.”

Denali intends to list the New Semnur Common Stock and warrants on the Nasdaq Capital Market under the symbol “SMNR” and “SMNRW,” respectively, upon the completion of the Business Combination. It is a condition of the consummation of the Business Combination that the New Semnur Common Stock and New Semnur Warrants after the Domestication and prior to the Effective Time remain listed or quoted on the applicable Stock Exchange through the Effective Time, the listing application for the listing of the New Semnur Common Stock and New Semnur Warrants following the Effective Time have been approved by Nasdaq or other Stock Exchange, and as of the Closing Date, Denali shall not have received any written notice from the applicable Stock Exchange that it has failed or would reasonably be expected to fail to meet such Stock Exchange’s continued listing requirements as of immediately following the Closing. There can be no assurance such listing condition will be met or that Denali will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties. New Semnur will not have units traded following the completion of the Business Combination.

On        , 2025, the record date for the Meeting of shareholders, the last sale price of Denali Class A Ordinary Shares was $       .

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 69.

The Denali Board obtained an opinion from CB Capital that the Business Combination was fair, from a financial point of view. See the section titled “Proposal 1 — The Business Combination Proposal — Opinion of CB Capital” and the opinion attached to the proxy statement/prospectus as Annex H. After careful consideration of the terms and conditions of the Merger Agreement, the Denali Board has determined that the Business Combination and the transactions contemplated thereby are fair to, and in the best interests of, Denali and its shareholders. The Denali Board recommends that Denali’s shareholders vote “FOR” the approval of each of the proposals described in this proxy statement/prospectus.

This proxy statement/prospectus is dated       , 2025, and is first being mailed to shareholders of Denali on or about       , 2025.

To Be Held on        , 2025

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “Meeting”) of Denali Capital Acquisition Corp. (“Denali,” “we,” “our,” or “us”), will be held at       , Eastern time, on       ,        , 2025, at the offices of US Tiger Securities, Inc. located at 437 Madison Avenue, 27th Floor, New York, New York 10022. You are cordially invited to attend the Meeting for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions:

Under the Merger Agreement, the approval of each of the Business Combination Proposal, the Domestication Proposal, the Charter Approval Proposal, the Bylaws Approval Proposal, the Director Election Proposal, the Nasdaq Proposal and the Option Exchange Proposal is a condition to the consummation of the Business Combination. The approval of each Condition Precedent Proposal is conditioned on the approval of all of the other Condition Precedent Proposals. It is important for you to note that if our shareholders do not approve of the Condition Precedent Proposals, the Business Combination may not be consummated. If Denali does not consummate the Business Combination and fails to complete an initial business combination by December 11, 2025, Denali will be required to dissolve and liquidate. Denali has the option to extend the deadline to complete the Business Combination beyond December 11, 2025. This extension would require approval by Denali’s shareholders through a proxy vote.

Approval of the Business Combination Proposal, the Director Election Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Option Exchange Proposal and the Adjournment Proposal will each require an ordinary resolution under Cayman Islands law, being the affirmative vote of the majority of the Denali Ordinary Shares present in person or represented by proxy and entitled to vote there on and who vote at the Meeting or any adjournment or postponement thereof. In accordance with the Current Denali Charter, prior to the consummation of the Business Combination, only the holders of Denali Class B Ordinary Shares are entitled to vote on the Director Election Proposal.

Approval of the Domestication Proposal, the Charter Approval Proposal and the Bylaws Approval Proposal will each require a special resolution under Cayman Islands law, being the affirmative vote of two-thirds (2/3) of Denali Ordinary Shares present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting or any adjournment or postponement thereof. Solely in connection with the Domestication Proposal, holders of the Denali Class B Ordinary Shares will have ten votes per share and holders of Denali Class A Ordinary Shares will have one vote per share. For the remaining Condition Precedent Proposals and the Adjournment Proposal, holders of the Denali Ordinary Shares will have one vote per share.

As of        , 2025, there were 2,616,239 Denali Ordinary Shares issued and outstanding and entitled to vote. Only Denali’s shareholders who hold Denali Ordinary Shares of record as of the close of business on        , 2025 are entitled to vote at the Meeting or any adjournment or postponement of the Meeting. This proxy statement/prospectus is first being mailed to Denali’s shareholders on or about        , 2025.

Investing in Denali’s securities involves a high degree of risk. See “Risk Factors” beginning on page 69 for a discussion of information that should be considered in connection with an investment in Denali’s securities.

If you have any questions or need assistance voting your Denali Ordinary Shares, please contact Advantage Proxy, Inc., our proxy solicitor, by calling (877) 870-8565, or call collect at (206) 870-8565 or by emailing ksmith@advantageproxy.com.

The accompanying proxy statement/prospectus is dated        , 2025 and is first being mailed to shareholders on or about        , 2025.

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Denali, without charge, by written request to Denali at Denali Capital Acquisition Corp., 437 Madison Avenue, 27th Floor, New York, New York 10022, or by telephone request at (646) 978-5180; or from Advantage Proxy, Inc., Denali’s proxy solicitor, by calling (877) 870-8565 or call collect at (206) 870-8565, or by emailing ksmith@advantageproxy.com; or from the SEC through the SEC website at the address provided above.

In order for Denali’s shareholders to receive timely delivery of the documents in advance of the Meeting to be held on        , 2025, you must request the information no later than        , 2025 (five business days prior to the date of the Meeting).

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Denali, constitutes a prospectus of Denali under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Semnur Common Stock, shares of New Semnur Series A Preferred Stock, New Semnur Warrants and New Semnur Units to be issued to Semnur’s stockholders under the Merger Agreement. This document also constitutes a proxy statement of Denali under Section 14(a) of the Exchange Act.

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of Denali and/or Semnur and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Business of Semnur” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Semnur.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

Accordingly, forward-looking statements should not be relied upon as representing Denali’s views as of any subsequent date. Denali does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

Scilex’s management believes that Scilex’s current market capitalization, as of April 18, 2025, of approximately $41.8 million does not reflect the intrinsic value of Semnur. As discussed elsewhere in this proxy statement/prospectus, CB Capital, Denali’s financial advisor, has estimated the value of Semnur’s assets to be between $2.001 billion to $2.554 billion. Scilex’s low market capitalization, together with the volatility of its stock price and existing levels of debt, make it difficult for Scilex to attract investors and obtain the financing necessary to develop and commercialize SP-102.

Scilex believes that establishing Semnur as a stand-alone company through the Business Combination will highlight its underlying fundamentals and future growth potential. Specifically, Scilex believes SP-102 could potentially benefit from a first-to-market advantage if it can be demonstrated to reduce or delay the need for expensive and potentially risky interventions, such as spinal surgery, while also decreasing the use of opioids. Based on Semnur management’s internal analysis of the results of a study commissioned by Semnur with Syneos Health (with respect to the SP-102 market), the U.S. ESI Market for SP-102 is expected to have an average annual market growth rate of 3.6% through 2027, with SP-102 potentially experiencing significant utilization after its expected launch in 2027. As a result, Scilex believes that Semnur will be better able to directly attract investors and obtain the financing necessary to develop and commercialize SP-102, without the overhang from Scilex’s debt, stock volatility and low market capitalization.

Scilex chose to merge with Denali because, despite the proceeds currently in the Trust Account and the prospects for additional redemptions that may entirely deplete such account, it views the Business Combination as the quickest path for Semnur to achieve its short-term plans. Specifically, merging with Denali will enable Semnur to become a stand-alone public company that is potentially able to raise capital to support its ongoing cash requirements to carry out necessary clinical trials and execute on its business plans based on Semnur’s value, without the overhang from Scilex’s debt, stock volatility and low market capitalization. This approach will potentially allow Semnur to raise capital more efficiently, facilitating the completion of its clinical trials in order to achieve the launch and commercialization of SP-102.

Scilex’s long-term plan for Semnur is to expand Semnur’s product candidates and develop a product portfolio by developing or acquiring non-opioid therapeutics that complement Semnur’s current and future product candidates and future product portfolio and leverage Semnur’s existing research and development infrastructure to continuously evaluate opportunities to develop non-opioid therapeutics for pain management indications that are not adequately served with existing treatment options. The expansion plans for Semnur include investing in both early and late-stage research programs to develop Semnur’s pipeline and capabilities by selectively acquiring differentiated technologies, investing in technologies to prepare for commercialization, and evaluating strategic partnerships to improve patient experience or enable greater patient access. Additionally, Scilex plans to pursue strategic partnerships and collaborations to enhance the value of Semnur’s pipeline and platform technologies, while also in-licensing non-opioid therapeutics that complement Semnur’s product portfolio.

Scilex determined to retain a significant amount of New Semnur’s voting securities in order to allow time for the execution of its plans to position Semnur for long-term success. This approach aims to maximize value for both Scilex stockholders and New Semnur stockholders before rewarding them with tangible benefits, such as dividend distributions or the benefits of other strategic transactions. As Semnur grows and these longer-term plans unfold, Scilex may determine to make additional distributions of New Semnur Common Stock to its stockholders. The payment of any future dividends or other distributions to Scilex stockholders in the form of New Semnur Common Stock will be dependent upon Scilex’s revenues and earnings, if any, capital requirements, tax implications to Scilex and its stockholders, and general financial condition and any such dividend or distribution will be within the discretion of Scilex’s board of directors, including as to timing, size and method of distribution subject to any consent rights of the holder of the Oramed Note and the holders of the Tranche B Senior Secured Convertible Notes issued by Scilex on October 8, 2024, or any other indebtedness of Scilex.

Pursuant to the terms of the Debt Exchange Agreement, effective as of immediately prior to, and contingent upon, the closing of the Business Combination, Scilex has elected to contribute the Outstanding Indebtedness to Semnur in exchange for the issuance by Semnur to Scilex of that number of shares of Semnur Preferred Stock (subject to adjustment for recapitalizations, stock splits, stock dividends and similar transactions) (the “Exchange Shares” and such transaction, the “Contribution”) that is equal to (i) the Aggregate Outstanding Amount plus the amount that is equal to 10% of the Aggregate Outstanding Amount divided by (ii) $11.00 (rounded up to the nearest whole share); provided, that in no event shall the Aggregate Outstanding Amount exceed $60,000,000.

Assuming that the Aggregate Outstanding Amount was $49,433,467 (the amount outstanding as of December 31, 2024), then based on the preceding paragraph, the aggregate number of shares of Semnur Preferred Stock issued to Scilex prior to the Effective Time pursuant to the Debt Exchange Agreement would be 4,943,347 shares. At the Effective Time such shares would be exchanged for 4,943,347 shares of New Semnur Series A Preferred Stock and 494,335 shares of New Semnur Common Stock. The Aggregate Outstanding Amount as of Closing will be exchanged for equity, regardless of the amount of Denali Class A Ordinary Shares that are redeemed in connection with the Business Combination.

The New Semnur Series A Preferred Stock will be issued only to Scilex (as the sole holder of Semnur Preferred Stock) upon the closing of the Business Combination and is not convertible into shares of New Semnur Common Stock. However, the holders of New Semnur Series A Preferred Stock will have rights, preferences and privileges that are senior, or in addition, to the rights, preferences and privileges of the holders of New Semnur Common Stock, including the right to receive, in the event of a change of control, liquidation dissolution or winding up of New Semnur, a preference amount out of the assets available for distribution to stockholders before any distribution can be made to holders of New Semnur Common Stock. The preference amount is $10.00 per share (subject to adjustment as set forth in the New Semnur Certificate of Designations). If the New Semnur Board declares or pays a dividend on the New Semnur Common Stock, the holders of the New Semnur Series A Preferred Stock will participate, on a deemed as-converted-to-common stock basis, in such dividend with the holders of New Semnur Common Stock.

If all of the 43,739 Denali Class A Ordinary Shares (which includes 14,622 shares underlying the Public Units) currently outstanding have been redeemed, Denali’s public shareholders would not own any shares of New Semnur Common Stock, the Initial Shareholders will retain an ownership interest of approximately 0.7% in New Semnur, and Scilex will own approximately (i) 92.4% of New Semnur in the form of shares of New Semnur Common Stock (without taking into account the dilutive impact of the Scilex Dividend described elsewhere in this proxy statement/prospectus) and (ii) 2.8% of New Semnur in the form of shares of New Semnur Series A Preferred Stock, which will give Scilex 95.2% of the voting power of New Semnur’s capital stock. In each redemption scenario, Scilex will be the single largest stockholder of New Semnur following the completion of the Business Combination and will directly own nearly all of the New Semnur voting securities expected to be outstanding immediately following the completion of the Business Combination. For additional information regarding the Scilex Dividend, see the section titled “Questions and Answers About the Business Combination and the Meeting — Questions and Answers About the

The foregoing ownership percentages with respect to New Semnur do not take into account the potential dilutive effect of all of the Public Warrants, the Public Warrants underlying the Public Units, the Denali Private Placement Warrants underlying the Denali Private Placement Units, and shares that may be issued upon exercise of options to acquire shares of New Semnur Common Stock that may be issued to Semnur option holders in connection with the Business Combination (assuming approval of the Option Exchange Proposal) because it is unknown whether such warrants and stock options will ever be exercised for shares of New Semnur Common Stock. For additional information regarding the potential dilutive effect of such securities, see the question immediately below titled “What are the possible sources and the extent of dilution that public shareholders who elect not to redeem their shares will experience in connection with the Business Combination?”. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the Denali public shareholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.”

For purposes of the table below:

Interim Redemption Scenarios (25%, 50% and 75%): These scenarios assume that public shareholders holding approximately 10,935, 21,870, and 32,805 Denali Class A Ordinary Shares, respectively, will exercise their redemption rights upon consummation of the Business Combination.

Maximum Redemption Scenario: This scenario assumes that public shareholders holding all 29,117 Denali Class A Ordinary Shares issued and outstanding and subject to redemption will exercise their redemption rights upon consummation of the Business Combination.