Denali Capital Acquisition Corp. entered in a material definitive agreement for the private placement of a convertible promissory note at an issue price of $825,000 for gross proceeds of $825,000 on July 11, 2023. The transaction included participation from new lender, FutureTech Capital LLC.

The note bears an 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 the company. At the option of the lender, upon consummation of a business combination, the note may be converted in whole or in part into additional class A ordinary shares of the company, at a conversion price of $10 per ordinary share. The terms of the conversion shares will be identical to those of the private placement shares that were issued in connection with the company's initial public offering.