December 11, 2024

Lei Huang
Chief Executive Officer
Denali Capital Acquisition Corp.
437 Madison Avenue , 27th Floor
New York, NY 10022

Jaisim Shah
Chief Executive Officer and President
Semnur Pharmaceuticals, Inc.
960 San Antonio Road
Palo Alto, CA 94303

       Re: Denali Capital Acquisition Corp.
           Registration Statement on Form S-4
           Filed November 6, 2024
           File No. 333-283019
Dear Lei Huang and Jaisim Shah:

       We have reviewed your registration statement and have the following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4 filed November 6, 2024
Cover Page

1.     Please revise the prospectus cover page to include disclosure
highlighting the number
       and each type of security being registered, including disclosure as to
how you arrived
       at the number of securities being registered. In this regard, we note
from the header on
       the prospectus cover page that you are registering 262,684,337 shares of
common
       stock, 524,622 units, 6,000,000 shares of Series A Preferred Stock, and
8,760,000
       warrants of New Semnur.
 December 11, 2024
Page 2

2.     On page i, you state that holders of Denali Class A Ordinary Shares will
be asked to
       approve and adopt the Merger Agreement. With reference to the disclosure
on page
       46, please revise your disclosure to clarify that holders of Denali
Class A Ordinary
       Shares and holders of Denali Class B Ordinary Shares, voting together as
a single
       class, will be asked to approve and adopt the Merger Agreement, or
otherwise advise.
3.     Please revise the sponsor compensation disclosure on pages iii and iv to
also include
       any compensation received or to be received by the directors and
officers of Denali, as
       well as the Denali underwriters. Refer to Item 1604(a)(3) of Regulation
S-K. Please
       make similar revisions as appropriate in the sponsor compensation
disclosure on
       pages 42-43 and 86.
4.     We note your disclosure on page ii and throughout the prospectus that,
from and after
       the Effective Time, and for so long as Scilex beneficially owns any
shares of New
       Semnur Series A Preferred Stock, Scilex will have the right, but not the
obligation, to
       designate each director to be nominated, elected or appointed to the New
Semnur
       Board. However, we further note your disclosure elsewhere in the
prospectus that,
       upon and following consummation of your initial business combination,
the Sponsor
       will be entitled to nominate three individuals for appointment to the
board of directors
       as long as the Sponsor holds any securities covered by an April 6, 2022
registration
       rights agreement. Please revise your disclosures throughout the
prospectus as
       appropriate to clarify who will have the right to designate and/or
nominate directors to
       the New Semnur Board.
5.     Please revise the table on page iii, and elsewhere as applicable, to
clarify the post-
       combination holdings of Scilex Holding Company. In this regard, it
should be clear
       that Scilex will own nearly all of Semnur   s equity securities
following the
       combination and that this stake will not be held by multiple
stockholders.
6.     We note your disclosure on page viii that Denali intends to list the New
Semnur
       Common Stock and warrants on the Nasdaq Capital Market upon completion
of the
       Business Combination. Please disclose here whether completion of the
Business
       Combination is contingent on this listing approval.
7.     On page viii, you disclose that the Denali Board determined that it is
advisable to
       consummate the Business Combination. Please also disclose, if true, that
the Board
       determined the Business Combination was in the best interests of Denali
and its
       shareholders. In this regard, we note a similar statement on pages 47
and 175. Refer to
       Item 1604(a)(1) and Item 1606(a) of Regulation S-K.
8.     Please revise the prospectus cover page to include the information
required by Item
       1604(a)(2) of Regulation S-K. Please make similar revisions to the
summary of the
       proxy statement in accordance with Item 1604(b)(5).
About this Proxy Statement/Prospectus, page viii

9.     You state that the prospectus is with respect to the Denali Class A
Ordinary Shares to
       be issued to Semnur   s stockholders under the Merger Agreement.
However, the
       prospectus cover page refers to shares of common stock, units, shares of
Series A
       Preferred Stock, and warrants. Please revise your disclosures as
appropriate.
 December 11, 2024
Page 3

Questions and Answers about the Business Combination and the Meeting
Questions and Answers about the Business Combination, page 7

10.    Please revise the disclosure on pages 7-8 to include a new Q&A that
explains the
       reason(s) why Scilex is conducting the Business Combination and related
       transactions, as well as its plans for Semnur in the short term and the
long term. For
       instance, please explain here, and in the Background section, why Scilex
determined
       to retain 96% or greater of Semnur   s equity as opposed to spining-off
all of the
       Semnur equity. With reference to the potential 10% stock dividend
referenced on page
       13 and the Oramed debt, revise to discuss whether Scilex plans to
distribute additional
       Semnur stock to its shareholders and, as applicable, the factors that
will determine the
       timing and size of such distributions. Also explain why Scilex is opting
to merge
       Semnur with a SPAC given the amount of proceeds currently in the Trust
Account
       and the prospects for additional redemptions.
11.    With reference to your disclosures on pages 110, 298 and 304, please add
a new Q&A
       that discusses Scilex   s continued operational and voting control over
Semnur
       following the Business Combination as well as Semnur   s reliance on
funding and
       services provided by Scilex. Highlight the risk that the interests of
Scilex and certain
       officers and directors who jointly serve as officers/directors at Scilex
and Semnur may
       not be aligned with those of other Semnur stockholders and this could
lead to actions
       that may not be in the best interests of Semnur stockholders.
What equity stake will current Denali shareholders and Semnur stockholders
hold..., page 10

12.    We note your disclosure in the second paragraph that the ownership
percentage with
       respect to New Semnur after the closing of the Business Combination does
not take
       into account the potential dilutive effect of several different
securities, including the
       Public Warrants, the Denali Class A Ordinary Shares and Public Warrants
underlying
       the Public Units, and the Denali Private Placement Shares and Denali
Private
       Placement Warrants underlying the Denali Private Placement Units. Please
tell us why
       you have excluded these from the ownership percentage post-closing,
particularly the
       Denali Class A Ordinary Shares underlying the Public Units and the
Denali Private
       Placement Shares underlying the Denali Private Placement Units.
Did the Denali Board obtain a third-party valuation or fairness opinion in
determining
whether to proceed with the Business Combination?, page 14

13.    We note the disclosure here and on the cover page highlighting the $2.5
billion
       valuation of Semnur. To the extent that you highlight this valuation,
please revise to
       provide balance and context by also disclosing the current market
capitalization for
       Semnur   s parent company, Scilex Holdings.
Summary of the Proxy Statement
Semnur Pharmaceuticals, Inc., page 29

14.    In the second paragraph, you state that SP-102 has been granted fast
track designation
       by the FDA. We note similar disclosure on pages 262 and 263. When
discussing the
       fast track designation, please also disclose that such designation may
not lead to a
       faster development or regulatory review process and that it does not
increase the
 December 11, 2024
Page 4

       likelihood that SP-102 will receive marketing approval.
Summary of the Proxy Statement
The Meeting
Record Date; Outstanding Shares; Shareholders Entitled to Vote, page 46

15.    You state that each holder of Denali Ordinary Shares is entitled to one
vote per share
       on each proposal. However, on page 355, you state that, in a vote to
continue Denali
       in a jurisdiction outside the Cayman Islands, holders of the Denali
Class B Ordinary
       Shares will have ten votes for every Denali Class B Ordinary Share.
Please revise
       your disclosures to reconcile this apparent inconsistency with respect
to the
       Domestication Proposal.
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 154

16.    Please revise the Background section so that it also presents similar
information from
       Scilex   s perspective.
17.    We note that you previously received shareholder approval for a
different proposed
       business combination and subsequently terminated the related merger
agreement
       shortly before entering into the merger agreement for the now proposed
Business
       Combination. Please briefly describe the reasons for the termination of
the prior
       merger agreement and clarify when you first began discussions with
Semnur. In this
       regard, we note you disclose that Henry Ji, Ph.D., the Executive
Chairperson of
       Semnur, met your Chief Executive Officer at your principal executive
offices on May
       30, 2024 to discuss a potential business combination between Semnur and
Denali.
       However, it is unclear how the parties were introduced and what prompted
this
       meeting.
Opinion of CB Capital, page 160

18.    Disclose the instructions received by the financial advisor from DECA or
the Sponsor,
       including any limitations imposed by DECA or the Sponsor on the scope of
the
       activities conducted by the financial advisor in connection with the
financial opinion.
       Refer to Item 1607(b)(6) of Regulation S-K.
19.    Please revise to explain the criteria that CB Capital used to identify
these companies
       so that it is clear why these companies were deemed comparable to Semnur
and why
       other companies were not selected. Based on the information provided, we
note that
       all of the companies selected are commercial stage companies. Please
explain why CB
       Capital did not choose one or more pre-commercial stage companies for
purposes of
       its valuation analysis. From your revised disclosure, it should be clear
how CB
       Pharma came to select some of the largest pharmaceutical companies (by
revenues,
       profits and market capitalization) in the world (e.g., Eli Lily, Pfizer,
AbbVie, Amgen,
       etc.) as companies that are comparable to Semnur.
20.    Please revise to discuss whether Denali's board reviewed the list of
comparable
       companies selected by CB Capital and agreed that these companies are
comparable to
       Semnur.
21.    We note that the financial opinion filed as Exhibit 99.4 includes
language that the
 December 11, 2024
Page 5

       opinion letter is "provided to DECA for its sole use in considering the
proposed
       Transaction" and that the letter "is not to be used for any other
purpose" without the
       prior written consent of the financial advisor. Please remove these
statements.
       Alternatively, disclose the legal basis for DECA   s and the financial
advisor   s belief
       that shareholders cannot rely on the opinion to bring state law actions,
including a
       description of any state law authorities on such a defense. If no such
authority exists,
       please disclose that this issue will be resolved by a court, resolution
of this issue will
       have no effect on the rights and responsibilities of DECA   s board
under state law, and
       the availability or non-availability of these defense has no effect on
the rights and
       responsibilities of either the financial advisor or DECA   s board under
the federal
       securities laws.
22.    We note the disclosure on page 162 that CB Capital assumed that the
projections
       relating to Semnur   s asset portfolio were reasonably prepared based on
assumptions
       reflecting the best currently available estimates and good-faith
judgments of Denali   s
       management as to the most likely future performance of Semnur   s asset
portfolio and
       that Denali   s management did not have any information or belief that
would make any
       such projections incomplete or misleading. Please revise where
appropriate to disclose
       whether Denali   s management determined that Semnur   s base case
projections
       represented the most likely future performance for Semnur.
23.    Please file the consent of your financial advisor to be named in the
registration
       statement and to the filing of the fairness opinion as an exhibit to the
registration
       statement. Refer to Section 7 of the Securities Act and Securities Act
Rule 436.
Certain Semnur Projected Financial Information, page 175

24.    We note that the Semnur Management Projections were prepared in August
2024 by
       Semnur's management with respect to Semnur as a standalone company.
       Please disclose whether or not Semnur has affirmed to Denali that its
projections
       continue to reflect the view of Semnur's management about its future
performance and
       ensure that such disclosure remains updated through the effectiveness of
this
       registration statement. Refer to Item1609(c) of Regulation S-X.
25.    Given that the Semnur Managment Projections differ from historical
operating trends
       and the extended forecast period, please expand your disclosure to
address why the
       change in trends is appropriate or the assumptions are reasonable.
Please also address
       the following:
           Explain the assumptions underlying Semnur's expectation that SP-102
will receive
           regulatory approval in the first half of 2027 and the milestones
that will need to be
           satisfied in order for SP-102 to achieve this timeline. Describe and
quantify the
           nature and timing of additional clinical, regulatory and
commercialization
           activities necessary to successfully launch SP-102. In this regard,
we note that
           Scilex issued a press release on November 2, 2023 announcing that
FDA provided
           guidance regarding preclinical and clinical data needed prior to an
NDA filing and
           that as a result, an open-label multi-center safety and efficacy
trial enrolling
           approximately 700 patients was planned for the first half of 2024.
Clarify the
           status of this trial and whether it is reflected in the Semnur
projections.
           Provide quantification of the significant assumptions underlying
Semnur's
 December 11, 2024
Page 6

           revenue projections, including price per unit, annual growth rate
and market share
           penetration, under the base case and best-case scenarios for each
year presented.
            More clearly explain Semnur's assumptions around the current and
future
           competitive landscape and why they do not expect revenues to be
materiality
           impacted by the loss of patent exclusivity in 2036. Reconcile this
outlook with
           the competition disclosure provided on page 277.
             Describe the risk that the expectations of unusually high and
sustained future
           growth may be unrealistic, given the assumptions as to future
events, and may
           have resulted in inflated valuation conclusions.
             Provide quantification of the significant assumptions underlying
Semnur's gross
           profit projections, including cost of sales, future milestone and
royalty payments
           under the August 2013 Shah Assignment Agreement and March 2019
Semnur
           Merger Agreement, for each period presented.
             To the extent feasible, provide a breakdown of projected operating
expenses by
           major category and identify key factors driving material
period-to-period changes
           in each expense category.
             Confirm that all associated costs have been included in Semnur   s
financial
           projections, including any costs to finance additional clinical,
regulatory and
           commercial activities.
Semnur Management Projections - Base Case Projection, page 177

26.    We refer to page 142 of Scilex Holdings   s Form S-4, filed on
10/26/2022, which
       relates to a prior SPAC merger involving Scilex. We note that Scilex   s
management in
       2021 projected that SP-102 would be commercialized in 2022 and would
achieve
       revenues of $1.167 billion in its tenth year of commercialization
(2031). By contrast,
       Scilex management   s August 2024 projections now reflect SP-102   s
       commercialization in 2027, revenues of $4.875 billion in 2031, and
revenues of $5.91
       billion in SP-102   s tenth year of commercialization (2036). With a
view to
       disclosure, please explain the reason(s) for the significant changes to
Scilex
       management   s projections for SP-102.
27.    We note several references here and throughout the proxy
statement/prospectus to
       Syneos Health, which you note on page 177 was party to a consulting
agreement with
       Semnur. Please file the written consent of Syneos Health as an exhibit
to the
       registration statement. Refer to Section 7 of the Securities Act and
Securities Act Rule
       436.
Proposal 3 - The Charter Approval Proposal
Reasons for the Approval of the Charter Approval Proposal, page 209

28.    We note that one of the reasons for the Charter Approval Proposal is to
provide a
       greater number of authorized shares of capital stock for Denali to have
sufficient
       shares to issue to the Semnur stockholders in the Business Combination.
Please
       disclose how many additional authorized shares are needed to complete
the Business
       Combination.
 December 11, 2024
Page 7
Business of Semnur
Our Company, page 262

29.   In the last paragraph on page 262, you state that you completed a pivotal
Phase 3
      study with final results received in March 2022, which results reflected
achievement
      of primary and secondary endpoints. Please disclose whether you have
pursued any
      additional development of SP-102 since that time and what, if any, next
steps you
      have planned for SP-102. In this regard, we note your disclosure on pages
73 and 99
      indicates that FDA staff has disagreed that your Phase 3 CLEAR trial will
be
      sufficient to support a 505(b)(2) NDA submission and issued guidance
requiring you
      to conduct an additional clinical study for the purpose of collecting
additional safety
      data before submitting the NDA. Please revise to discuss in greater
detail the
      disagreement with FDA, including the availability of the 505(b)(2)
pathway, the
      guidance you received, and when you received it. In this regard, we note
Scilex   s
      November 2, 2023 press release announced a Positive Type C Meeting with
FDA and
      discussed Scilex   s plan to commence an open-label multi-center safety
and efficacy
      trial in the first half of 2024 in which it would seek to enroll
approximately 700
      patients with moderate-to-severe Lumbosacral Radicular Pain (LRP).
Our Strategy, page 263

30.   In the last paragraph on page 263, you state that you expect efficacy of
SP-102 to last
      up to approximately 100 days and that you expect SP-102 to have proven
safety based
      on data from your preclinical and clinical trials. Please revise the
disclosure, and any
      similar disclosures located elsewhere in the prospectus, so that you are
not stating or
      implying that the product candidate is safe or effective, or that it will
be determined to
      be safe or effective, as such determinations are solely within the
authority of the FDA.
31.   In the third bullet point on page 264, you state that a principal element
of your
      strategy is to leverage the robust and integrated commercial
infrastructure and other
      functions of your parent company, Scilex, to commercialize your current
and future
      product candidates, if approved. Please revise your disclosure to clarify
the potential
      impact of the Business Combination on this aspect of your strategy,
particularly after
      the conclusion of any transition period. In this regard, we note your
disclosure on page
      298 that, in connection with the Business Combination, you intend to
enter into a
      transition services agreement with Scilex that would be in place for two
years. Please
      make similar revisions to your sales and marketing disclosure on page 275
as
      appropriate.
Our Solution, page 267

32.   We note your statement in the first full paragraph on page 268 regarding
your
      expected commercial launch of SP-102 in 2027. Please revise your
disclosure to
      clarify that there is no guarantee that you will be able to commence a
commercial
      launch of SP-102 in 2027 or ever, as any such launch would be subject to
regulatory
      approval, which you may not receive. Please make similar revisions
throughout the
      proxy statement/prospectus as appropriate.
 December 11, 2024
Page 8
Material Agreements
Shah Assignment Agreement, page 279

33.    Please disclose whether your Chief Executive Officer, Jaisim Shah, has
any direct or
       indirect material interest in the Shah Assignment Agreement and, to the
extent
       applicable, provide the information required by Item 404 of Regulation
S-K in the
       section of the proxy statement/prospectus regarding certain
relationships and related
       party transactions. Refer to Item 18(a)(7)(iii) of Form S-4.
Intellectual Property, page 280

34.    We note your disclosure that, with respect to SP-102, your patents and
patent
       applications include formulations and methods of treatment. Please
clarify whether
       you own or in-license these patents and patent applications. For
example, clarify
       whether these patents and patent applications are the subject(s) of the
Shah
       Assignment Agreement.
Liquidity and Capital Resources, page 304

35.    With reference to the pro forma balance sheet information presented on
page 314,
       please discuss expected Semnur   s cash position following the merger
and include a
       quantitative discussion of Semnur   s funding requirements for the next
twelve months.
       To the extent that Semnur does not have sufficient cash to fund its
operations for
       twelve months and/or there is material uncertainty regarding the costs
of the clinical
       work that may need to be performed during the twelve month period
following the
       merger, please discuss.
Unaudited Pro forma Condensed Combined Financial Information, page 310

36.    We note your disclosure on page 319 that Scilex will provide certain
services to New
       Semnur to support operations but that you have not provided autonomous
entity
       adjustments in your pro forma financial statements for any such
agreements as they
       have not yet been executed nor are the terms for such agreements
specified. Please
       address the following:
           Clarify whether you expect the terms of such agreements to be
specified prior to
           the completion of the Business Combination.
           Clarify at what point you intend to include any related autonomous
entity
           adjustments in your pro forma financial statements.
           Explain how your current pro forma presentation absent these
adjustments
           complies with Article 11-01(a)(7) of Regulation S-X.
Semnur's Executive Compensation
2023 Compensation Arrangements with Current Executive Officers, page 333

37.    We note your statement that Henry Ji, Ph.D. and Jaisim Shah are the only
two
       executive officers who provided services to Semnur during 2023. We
further note
       your statement that, as Semnur is a wholly-owned subsidiary of Scilex
and executives
       of Scilex are required to provide services to Scilex   s subsidiaries,
neither of these
       officers received any cash or equity compensation for services rendered
to Semnur
       during 2023. Please tell us how these officers split their time between
Semnur and
 December 11, 2024
Page 9

       Scilex and provide us with your legal analysis for not allocating any of
the
       compensation they received from Scilex to the executive compensation
disclosure
       required by Item 402 for Semnur. Refer to Section 217.08 of the
Regulation S-K
       Compliance and Disclosure Interpretations, available on our website.
Please provide a
       similar analysis for Stephen Ma as we note that you anticipate Stephen
Ma will serve
       as New Semnur   s Chief Financial Officer following the closing of the
Business
       Combination. Refer to Item 18(a)(7)(ii) of Form S-4.
Directors and Executive Officers of New Semnur after the Business Combination
Executive Officers and Directors after the Business Combination, page 339

38.    We note that you anticipate the executive officers of New Semnur will be
Jaisim
       Shah, Henry Ji, Ph.D., and Stephen Ma. Please clarify whether these
officers will also
       retain their employment with Scilex and, if so, how they will allocate
their time
       between the two entities.
39.    Please provide the disclosures required by Item 401(f)(1) of Regulation
S-K. Refer to
       Item 18(a)(7)(i) of Form S-4. In this regard, we note the involvement of
Jaisim Shah
       and Dr. Henry Ji with Sorrento Therapeutics, Inc., which commenced
voluntary
       bankruptcy proceedings in 2023. In addition, to the extent such
proceedings, or
       proceedings arising therefrom, could have a material impact on you, the
Business
       Combination, or New Semnur, please include appropriate risk factor
disclosure
       regarding the same.
Semnur Pharmaceuticals, Inc. - Notes to Financial Statements
Note 1. Nature of Operations and Basis of Presentation
Basis of Presentation - Carve-Out Method, page F-60

40.    You disclose that the financial statements of Semnur Pharmaceuticals
have been
       prepared on a carve-out basis and extracted from the accounting records
of Scilex.
       We note that Scilex filed a 4.01 Form 8-K/A on November 22, 2024
announcing the
       dismissal of EY and disclosed a reportable condition pursuant to Item
304(a)(1)(v) of
       Regulation S-K. Such disclosure indicated that EY advised the Scilex
Audit
       Committee that information had come to EY   s attention that if further
investigated
       may materially impact the fairness or reliability of the financial
statements issued or
       to be issued for the second and third quarters, or cause EY to be
unwilling to rely on
       management   s representations or be associated with the registrant   s
financial
       statements, and at the time of EY   s dismissal on November 19, 2024,
such
       investigation was not complete. We further note that the dismissal of EY
resulted in a
       delay in timely filing Scilex's Form 10-Q for the quarter ended
September 30, 2024,
       a Nasdaq delisting notice and potential violation of certain debt
covenants, including
       on the Oramed Note to which Semnur is a guarantor. Please explain the
impact that
       this has or will have on the carve-out financial statements of Semnur
       Pharmaceuticals. Please also explain your consideration of providing
appropriate risk
       factor disclosure.
General

41.    Please provide the disclosures required by Item 305 of Regulation S-K
for each of
       Denali and Semnur. Refer to Item 14(j) and Item 17(b)(10) of Form S-4.
 December 11, 2024
Page 10

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact Franklin Wyman at 202-551-3660 or Angela Connell at
202-551-3426
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Dickerson at 202-551-8013 or Joe McCann at
202-551-6262
with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Life
Sciences
cc:   Michael Blankenship, Esq.
      Elizabeth Razzano, Esq.