AsTable filedof with the U.S. Securities and Exchange Commission on February 28, 2022Contents

Registration No. 333-

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~~UNITED STATES~~filed

with the U.S. Securities and Exchange Commission on October 21, 2025

~~SECURITIES AND~~Registration ~~EXCHANGE COMMISSION~~No. 333-

~~Washington,~~UNITED ~~D.C.~~STATES ~~20549~~

~~FORM S-1~~SECURITIES AND EXCHANGE COMMISSION

~~REGISTRATION STATEMENT~~Washington, D.C. 20549

~~UNDER THE~~FORM ~~SECURITIES~~S-1 ~~ACT OF 1933~~

~~Denali~~REGISTRATION ~~Capital~~STATEMENT ~~Acquisition Corp.~~

~~(Exact~~UNDER ~~name of registrant as specified in its charter)~~

Cayman Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

THE SECURITIES ACT OF 1933

~~437~~Semnur ~~Madison Avenue~~Pharmaceuticals, ~~27th~~Inc. ~~Floor~~

~~New York, New York 10022 Telephone: 646-978-5180~~ (~~Address,~~Exact ~~including~~name ~~zip code, and telephone number, including area code,~~ of registrant’s ~~principal~~as ~~executive~~specified ~~offices~~in its charter)

Lei Huang


Delaware	2836	98-1659463
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

	960 San Antonio Road, Palo Alto, CA 94303 (650) 516-4310

~~Chief~~(Address, ~~Executive~~including ~~Officer~~zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Denali~~Jaisim ~~Capital~~Shah ~~Acquisition Corp.~~

~~437~~Chief ~~Madison~~Executive ~~Avenue,~~Officer ~~27th Floor~~

~~New~~960 ~~York,~~San ~~New~~Antonio ~~York 10022 Telephone: 646-978-5180 (Name~~Road, ~~address, including zip code, and telephone number, including area code, of agent for service)~~

Palo Alto,

~~Copies:~~CA

94303

~~David Ni Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Telephone:~~ (~~212~~650) ~~839~~ 516-~~5900~~4310 ~~Michael J. Blankenship Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, Texas 77002 Telephone: (713) 651-2600~~

~~Approximate~~(Name, ~~date~~address, ofincluding ~~commencement~~zip ofcode, ~~proposed~~and ~~sale~~telephone tonumber, ~~the~~including ~~public: As~~area ~~soon~~code, ~~as practicable after the effective date~~ of ~~this~~agent ~~registration~~for ~~statement.~~service)

IfCopies ~~any of the securities being registered on this Form are~~ to ~~be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box~~: ¨

IfJeffrey ~~this~~T. ~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~Hartlin, ~~please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~Esq. ¨

IfElizabeth ~~this~~A. ~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Razzano, ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~Esq. ¨

IfPaul ~~this~~Hastings ~~Form is~~LLP a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

~~Indicate~~1117 ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company~~S. ~~See~~California ~~the~~Avenue ~~definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.~~

~~Large~~Palo ~~accelerated~~Alto, ~~filer~~CA ¨94304 ~~Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company x~~

IfApproximate andate ~~emerging~~of ~~growth~~commencement ~~company,~~of ~~indicate~~proposed bysale ~~check mark if the registrant has elected not~~ to ~~use~~ the ~~extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨~~public

: As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

~~The~~If ~~Registrant hereby amends~~ this ~~Registration~~Form ~~Statement~~is ~~on such~~filed ~~date or dates as may be necessary~~ to ~~delay~~register ~~its~~additional ~~effective~~securities ~~date~~for ~~until~~an ~~the~~offering ~~Registrant~~pursuant ~~shall~~to ~~file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section~~Rule 8462(ab) ofunder the Securities ~~Act~~ ~~of 1933~~Act, asplease ~~amended,~~check orthe ~~until~~following ~~the~~box ~~Registration~~and ~~Statement~~list ~~shall~~the ~~become~~Securities ~~effective~~Act onregistration ~~such~~statement ~~date~~number asof the ~~Securities~~earlier ~~and~~effective ~~Exchange Commission,~~registration ~~acting~~statement ~~pursuant~~for tothe ~~said~~same ~~Section 8(a), may determine~~offering. ☐

~~The~~If ~~information in~~ this ~~preliminary~~Form ~~prospectus~~ is ~~not~~a ~~complete~~post-effective ~~and~~amendment ~~may~~filed bepursuant ~~changed.~~to WeRule 462(c) ~~may~~under ~~not~~the ~~sell~~Securities ~~these~~Act, ~~securities~~check ~~until~~ the ~~registration~~following ~~statement~~box ~~filed~~and ~~with~~list the Securities ~~and~~ ~~Exchange~~Act ~~Commission~~registration isstatement ~~effective.~~number ~~This~~of ~~preliminary~~the ~~prospectus~~earlier iseffective ~~not~~registration anstatement ~~offer~~for ~~to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where~~ the ~~offer~~same ~~or sale is not permitted~~offering. ☐

~~SUBJECT~~If TOthis ~~COMPLETION, DATED~~Form is a post-effective amendment filed pursuant to Rule ~~FEBRUARY~~462(d) 28under the Securities Act, ~~2022~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~PRELIMINARY~~Indicate ~~PROSPECTUS~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Denali~~Large ~~Capital~~accelerated ~~Acquisition~~filer ~~Corp.~~☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

~~$75~~If an emerging growth company,~~000,000~~ indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

7The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933,~~500~~ as amended,~~000 Units~~ or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

DenaliTable Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we will not complete our initial business combination with a target that is headquartered in China (including Hong Kong and Macau) or conducts a majority of its business in China (including Hong Kong and Macau).Contents

~~This~~The isinformation anin ~~initial~~this ~~public~~preliminary ~~offering~~prospectus ofis ~~our~~not ~~securities. Each~~complete ~~unit~~and ~~has~~may anbe ~~offering price of $10~~changed.00 ~~and~~These ~~consists~~securities ofmay ~~one~~not ~~Class A~~be ~~ordinary~~sold ~~share~~until ~~and~~the ~~one-half~~registration ofstatement ~~one~~filed ~~redeemable~~with ~~warrant. Each whole warrant entitles~~ the ~~holder thereof to purchase one Class A ordinary share at a price of $11~~U.50S. ~~per~~Securities ~~share, subject to adjustment, terms~~ and ~~limitations~~Exchange asCommission ~~described~~is ~~herein~~effective. ~~Only~~This ~~whole~~preliminary ~~warrants~~prospectus ~~are~~is ~~exercisable.~~not Noan ~~fractional~~offer ~~warrants~~to ~~will~~sell bethese ~~issued upon~~securities ~~separation of the units~~ and ~~only~~it ~~whole~~is ~~warrants~~not ~~will~~soliciting ~~trade.~~an ~~The~~offer ~~warrants~~to ~~will~~buy ~~become~~these ~~exercisable~~securities onin ~~the~~any ~~later~~jurisdiction ofwhere ~~30 days after~~ the ~~completion~~offer ~~of our initial business combination~~ or 15sale ~~months~~is ~~from~~not ~~the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation~~permitted. ~~The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,125,000 additional units to cover over-allotments, if any.~~

WePRELIMINARY ~~will~~— ~~provide~~SUBJECT ~~our~~TO ~~public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination~~COMPLETION, ~~subject~~ toDATED ~~the~~October ~~limitations as described herein. If we have not consummated an initial business combination within 15 months from the closing of this offering (or (i) up to~~ 21 ~~months from the closing of this offering~~, if2025 we extend the period of time to consummate a business combination subject to our sponsor depositing additional funds into the trust account, or (ii) during any shareholder approved extension period, as described in more detail in this prospectus), we will redeem 100% of the public shares, subject to applicable law and certain conditions as described herein.

~~Our~~PRELIMINARY ~~sponsor,~~PROSPECTUS Denali Capital Global Investments LLC, has agreed to purchase 330,000 private placement units, at a price of $10.00 per unit (or 352,500 private placement units if the underwriters exercise their over-allotment option in full), in a private placement to occur concurrently with the closing of this offering. Each private placement unit will be identical to the units sold in this offering, except as described in this prospectus. We refer to these units as the private placement units throughout this prospectus.

~~Our~~SEMNUR ~~initial shareholders~~PHARMACEUTICALS, which include our sponsor, currently own 2,156,250 Class B ordinary shares, up to 281,250 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercisedINC. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors.

~~Currently,~~Up ~~there is no public market for our securities. We intend~~ to ~~apply to have our units listed on the Nasdaq Global Market (“Nasdaq”)~~203, under the symbol “DECAU.” We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect that the Class A ordinary shares and warrants comprising the units will begin separate trading on Nasdaq under the symbols “DECA” and “DECAW737,”349 ~~respectively,~~Shares ~~on the 52nd day following the date~~ of ~~this~~Common ~~prospectus~~Stock (or, if such date is not a business day, the following business day) unless the representatives (defined below) inform us of their decision to permit earlier separate trading and we have satisfied certain conditions.

WeUp ~~are~~to an8,760,000 ~~“emerging~~Shares ~~growth~~of ~~company” under~~Common ~~applicable~~Stock ~~federal~~Issuable ~~securities~~Upon ~~laws~~the ~~and~~Exercise ~~will~~of beWarrants ~~subject to reduced public company reporting requirements.~~

~~Investing~~Up in our securities involves a high degree of risk. See “Risk Factors” beginning on page 34 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to ~~protections~~510,000 ~~normally~~Warrants ~~afforded to investors in Rule 419 blank check offerings.~~

~~Neither~~This prospectus relates to the ~~Securities~~issuance by us of up to an aggregate of 8,760,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), issuable upon the exercise of (i) 510,000 private placement warrants (the “Private Warrants” and ~~Exchange~~such ~~Commission~~ shares issuable upon exercise, the “Private Warrant Shares”) originally sold in a private placement in connection with the initial public offering of Denali Capital Acquisition Corp. (“Denali”) and (ii) 8,250,000 public warrants (the “~~SEC~~Public Warrants” and such shares issuable upon exercise, the “Public Warrant Shares”) ~~nor~~originally ~~any~~sold ~~state~~to ~~securities~~the ~~commission~~public ~~has~~investors ~~approved~~in orconnection ~~disapproved~~with the initial public offering of ~~these~~Denali ~~securities~~(the orPublic ~~determined~~Warrants ifand ~~this prospectus~~the isPrivate ~~truthful~~Warrants orbeing ~~complete~~referred to herein together as the “Warrants”). ~~Any~~We ~~representation~~will tonot receive the ~~contrary~~proceeds isfrom athe ~~criminal~~resale ~~offense~~of the Private Warrant Shares or the Public Warrant Shares hereunder; however, we will receive the proceeds from the exercise of any Private Warrants and the Public Warrants.

	Per Unit		Total
Public offering price	$	10.00	$	75,000,000
Underwriting discounts and commissions(1)	$	0.55	$	4,125,000
Proceeds, before expenses, to us	$	9.45	$	70,875,000

This prospectus also relates to the offer and sale from time to time by:

(1a) ~~Includes (i) $0.35 per unit, or $2,625,000 in~~ the ~~aggregate~~selling ~~(or~~stockholders ~~$3,018,750~~named in ~~the~~this ~~aggregate~~prospectus if the over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States, as described herein, and (~~ii)~~including ~~$0.20~~their ~~per~~permitted ~~unit~~transferees, ~~or $1~~donees,~~500,000~~ inpledgees the aggregate (or $1,725,000 in the aggregate if the over-allotment option is exercised in full), payable to the underwriters upon the closing of this offering. The amounts in the trust account will be released to the underwriters only upon the consummation of an initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $75,000,000, or $86,250,000 if the underwriters’ oversuccessors-~~allotment option is exercised~~ in ~~full ($10.00 per unit in either case~~-interest), ~~will be deposited into a U.S. based trust account with Wilmington Trust, National Association acting as trustee, after deducting $1,500,000~~ (~~or $1~~collectively,~~725,000~~ if the ~~underwriters~~“Selling ~~exercise their over-allotment option in full~~Stockholders”) ~~in underwriting discounts and commissions payable upon the closing~~ of ~~this~~up ~~offering~~to ~~and~~ an aggregate of $1203,~~800~~737,~~000~~349 shares toof ~~pay~~our ~~fees~~Common ~~and~~Stock ~~expenses in connection with~~ (the ~~closing~~“Resale ofShares”), ~~this~~consisting ~~offering and for working capital following the closing~~ of: ~~this offering.~~

US(i) ~~Tiger~~up ~~Securities,~~to ~~Inc.~~2,072,500 asshares ~~a representative to the underwriters~~ of ~~this~~Common ~~offering~~Stock ~~and~~(the a“Sponsor ~~member~~Shares”) ofheld ~~the~~by ~~Financial~~Jiandong ~~Industry~~“Peter” ~~Regulatory Authority~~Xu, orFutureTech ~~FINRA, is an affiliate of Denali~~ Capital ~~Acquisition~~LLC ~~Corp.~~(“FutureTech”) ~~due~~(such toholdings ~~Lei~~of ~~Huang~~Jiandong ~~serving~~“Peter” asXu ~~chief~~and ~~executive~~FutureTech ~~officer~~were oftransferred ~~both~~to USsuch ~~Tiger~~parties ~~Securities,~~by ~~Inc. and~~ Denali Capital ~~Acquisition~~Global ~~Corp.~~Investments ~~Therefore,~~LLC USprior ~~Tiger Securities, Inc. will be deemed~~ to ~~have~~the aclosing ~~“conflict~~ of ~~interest” within~~ the ~~meaning~~Business ofCombination), ~~FINRA~~Huifeng ~~Rule~~Chang, ~~5121.~~Lei ~~Accordingly~~Huang, ~~this~~Jim ~~offering will be made in compliance with the applicable provisions of FINRA Rule 5121~~Mao, ~~which~~You ~~requires that a~~ “~~qualified independent underwriter,~~Patrick” asSun ~~defined by the FINRA rules, participate in the preparation of the registration statement~~ and ~~exercise~~Kevin ~~the~~Vassily ~~usual standards of due diligence with respect to the registration statement~~ that anwere ~~underwriter~~issued ~~would exercise~~ on ~~its~~September 22, ~~own~~2025 ~~behalf.~~upon EFconversion ~~Hutton, division~~ of ~~Benchmark~~the ~~Investments,~~same ~~LLC~~number ~~(previously known as Kingswood Capital Markets, division~~ of ~~Benchmark~~our ~~Investments,~~former ~~Inc.)~~ordinary ~~(“EF~~shares ~~Hutton”)~~in isconnection ~~acting~~with as the ~~qualified~~Domestication ~~independent underwriter~~ and ~~will~~the ~~not~~Business ~~receive~~Combination ~~any~~(each ~~additional fees for serving~~ as ~~qualified~~defined ~~independent~~below); ~~underwriter. US Tiger and EF Hutton are collectively referred to as the “representatives” in this prospectus.~~

~~The~~(ii) ~~underwriters~~up ~~are offering the units for sale on a firm commitment basis. The underwriters expect~~ to ~~deliver~~510,000 ~~the~~Private ~~units~~Warrant toShares; ~~the purchasers on or about , 2022.~~

~~Joint~~(iii) ~~Book-Running~~up ~~Manager~~to ~~Joint~~188,554,849 ~~Book-Running~~shares ~~Manager~~of ~~Tiger~~Common ~~Brokers~~Stock EF(the ~~Hutton~~“Scilex ~~division~~Shares”) held by Scilex Holding Company (“Scilex”) and certain of ~~Benchmark~~its ~~Investments,~~subsidiaries; ~~LLC~~

~~The~~(iv) ~~date~~up to 100,000 shares of ~~this~~Common ~~prospectus~~Stock is (the “Underwriter Shares”) issued to certain underwriters of the initial public offering of Denali upon consummation of the Business Combination as part of a deferred underwriting discount pursuant to that certain Deferred Discount Agreement, ~~2022~~ dated November 20, 2023, by and among Denali, US Tiger Securities, Inc. (“US Tiger”) and D. Boral Capital, LLC (f/k/a EF Hutton LLC) (“D. Boral”), which such deferred discount was subsequently amended by the Satisfaction and Discharge Agreements Denali entered into with each of US Tiger and D. Boral on September 22, 2025 immediately prior to the consummation of the Business Combination; and

We(v) ~~are~~up ~~responsible for the information contained in this prospectus. We have not authorized anyone~~ to ~~provide you with different information~~12,500,000 ~~and~~shares ~~neither~~of weCommon ~~nor~~Stock (the ~~underwriters~~“Biconomy ~~take~~Resale ~~any~~Shares”) ~~responsibility for~~held ~~any~~by ~~other~~Biconomy ~~information others may give to you~~PTE.LTD; ~~We are not,~~ and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

~~TABLE~~(b) OFthe ~~CONTENTS~~selling warrantholder named in this prospectus (including such warrantholder’s permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Warrantholders” and, together with the Selling Stockholders, the “Selling Securityholders”) of up to 510,000 Private Warrants.

	Page
SUMMARY	1
RISK FACTORS	34
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY	77
USE OF PROCEEDS	78
DIVIDEND POLICY	81
DILUTION	82
CAPITALIZATION	84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	85
PROPOSED BUSINESS	91
MANAGEMENT	118
PRINCIPAL SHAREHOLDERS	127
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	129
DESCRIPTION OF SECURITIES	131
TAXATION	152
UNDERWRITING (CONFLICT OF INTEREST)	163
LEGAL MATTERS	174
EXPERTS	174
WHERE YOU CAN FIND ADDITIONAL INFORMATION	174
INDEX TO FINANCIAL STATEMENTS	F-1

On September 22, 2025, we consummated the previously announced business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of August 30, 2024 (as amended, restated or supplemented from time to time, including by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 16, 2025 and Amendment No. 2 to Agreement and Plan of Merger, dated as of July 22, 2025)

Until , 2022,Table allof dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.Contents

i (the “Merger Agreement”), by and among us, Denali Merger Sub Inc., our then-wholly owned subsidiary (the “Merger Sub”), and the pre-Business Combination Semnur Pharmaceuticals, Inc. (now known as Semnur, Inc., “Legacy Semnur”). We are registering the issuance by us of up to 8,250,000 shares of Common Stock upon the exercise of the Public Warrants as required under the terms of the Warrant Agreement, dated as of April 6, 2022, between Denali Capital Acquisition Corp. (now known as Semnur Pharmaceuticals, Inc.), and VStock Transfer, LLC (“VStock”), as warrant agent, which governs the Public Warrants. We are also registering the resale of the Sponsor Shares, the Merger Shares, the Private Warrant Shares and the Private Warrants as required by that certain Amended and Restated Registration Rights Agreement by and among us, the Sponsors and certain other stockholders, dated September 22, 2025 (the “Registration Rights Agreement”).

~~SUMMARY~~Our registration of the Resale Shares and the Private Warrants covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Resale Shares or the Private Warrants. The Selling Securityholders may sell the Resale Shares and the Private Warrants covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the Selling Securityholders, you should refer to the section of this prospectus titled “Plan of Distribution” beginning on page 194 of this prospectus. We will receive the proceeds from any exercise of the Warrants for cash, but will not receive any of the proceeds from the resale of the Resale Shares or the Private Warrants sold by the Selling Securityholders.

~~This~~No ~~summary~~underwriter ~~only~~or ~~highlights~~other person has been engaged to facilitate the ~~more~~sale ~~detailed information~~of ~~appearing~~the ~~elsewhere~~shares of our Common Stock or the Warrants in ~~this~~these ~~prospectus~~offerings. AsThe ~~this~~Selling isSecurityholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) ~~summary~~of the Securities Act of 1933, itas ~~does~~amended ~~not~~(the ~~contain~~“Securities ~~all~~Act”) of the ~~information~~Resale ~~that~~Shares ~~you~~and ~~should consider~~the inPrivate ~~making~~Warrants anthat ~~investment~~they ~~decision.~~are ~~You~~offering ~~should~~pursuant ~~read~~to this ~~entire~~ prospectus. ~~carefully~~We will bear all costs, ~~including~~expenses and fees in connection with the ~~information~~registration ~~under~~of ~~“Risk Factors”~~the ~~and~~shares of our ~~financial~~Common ~~statements~~Stock and ~~the~~Warrants ~~related~~hereunder. ~~notes~~The ~~included~~Selling ~~elsewhere~~Securityholders inwill ~~this~~bear ~~prospectus~~all commissions and discounts, ~~before~~if ~~investing~~any, attributable to their respective sales of the Resale Shares and the Private Warrants.

~~Unless~~Our ~~otherwise~~Common ~~stated~~Stock inand ~~this~~Public ~~prospectus~~Warrants or trade on the ~~context~~Pink ~~otherwise~~Limited ~~requires~~Market of the OTC Markets Group, ~~references~~Inc. ~~to:~~under the symbols “SMNR” and “SMNRW”, respectively. On October 17, 2025, the last reported sales price per share of our Common Stock was $9.00. On October 17, 2025, the last reported sales price per warrant of our Public Warrants was $0.20.

We are an “~~amended~~emerging ~~and~~growth ~~restated~~company” ~~memorandum~~as ~~and~~that ~~articles of~~term ~~association”~~is ~~are~~used toin the ~~amended~~Jumpstart ~~and~~Our ~~restated~~Business ~~memorandum~~Startups Act of 2012 (the “JOBS Act”) and, ~~articles~~as ofsuch, ~~association~~we ~~that~~have ~~the~~elected to comply with certain reduced public company ~~will~~reporting ~~adopt~~requirements ~~prior to~~for this prospectus and future filings with the ~~consummation~~Securities ofand ~~this~~Exchange ~~offering;~~Commission.

~~“Companies~~We ~~Act”~~may ~~are~~amend toor ~~the~~supplement ~~Companies Act~~this ~~(As~~prospectus ~~Revised)~~from oftime ~~the~~to ~~Cayman~~time ~~Islands~~by filing amendments or supplements as required. You should read this prospectus, together with additional information described under the ~~same~~heading ~~may~~“Where beYou ~~amended~~Can ~~from~~Find ~~time~~More toInformation”, ~~time;~~and any amendments or supplements carefully before you invest in any of our securities.

INVESTING IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “~~directors~~RISK FACTORS” ~~are~~BEGINNING toON ~~our~~PAGE ~~current~~14 ~~directors and~~OF ~~director~~THIS ~~nominees;~~PROSPECTUS.

~~“equity-linked~~Neither ~~securities”~~the ~~are~~Securities ~~to any~~and ~~debt~~Exchange orCommission ~~equity~~nor ~~securities~~any ~~that~~state ~~are~~securities ~~convertible,~~commission ~~exercisable~~has approved or ~~exchangeable~~disapproved ~~for~~of ~~our~~these ~~Class A~~securities ~~ordinary~~or ~~shares~~passed ~~issued~~upon ~~in a~~the ~~financing~~accuracy ~~transaction~~or inadequacy ~~connection~~of ~~with~~this ~~our~~prospectus. ~~initial~~Any ~~business~~representation ~~combination,~~to ~~including~~the ~~but~~contrary ~~not~~is ~~limited to~~ a ~~private~~criminal ~~placement~~offense. ~~of such securities;~~

~~“founder~~The ~~shares”~~date ~~are~~of ~~to our Class B ordinary shares initially issued to our sponsor in a private placement prior to~~ this ~~offering~~prospectus ~~and~~is , ~~the~~2025 ~~Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination;~~

“initialTable shareholders” are to our sponsor and any other holders of our founder shares immediately prior to this offering;Contents

~~“letter~~TABLE ~~agreement”~~OF ~~refers~~CONTENTS ~~to the letter agreement with our sponsor, officers and directors, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;~~

“management” or our “management team” are to our officers and directors;


	PAGE
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
FREQUENTLY USED TERMS		4
PROSPECTUS SUMMARY		7
THE OFFERING		12
RISK FACTORS		14
USE OF PROCEEDS		91
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		92
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		100
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		116
BUSINESS		128
EXECUTIVE AND DIRECTOR COMPENSATION		169
DIRECTORS AND EXECUTIVE OFFICERS		177
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		190
SELLING SECURITYHOLDERS		192
PLAN OF DISTRIBUTION		194
DESCRIPTION OF SECURITIES		198
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		210
LEGAL MATTERS		217
EXPERTS		217
TRANSFER AGENT AND REGISTRAR		218
WHERE YOU CAN FIND MORE INFORMATION		218
INDEX TO FINANCIAL STATEMENTS		F-1

~~“ordinary~~i ~~shares” are to our Class A ordinary shares and our Class B ordinary shares;~~

“privateTable placement shares” are the 330,000 Class A ordinary shares (or 352,500 Class A ordinary shares if the underwriters exercise their over-allotment option in full) included within the private placement units being purchased separately by our sponsor in the private placement simultaneously with the closing of this offering;Contents

~~“private~~ABOUT ~~placement~~THIS ~~units”~~PROSPECTUS ~~are to the units issued to our sponsor in a private placement simultaneously with the closing of this offering;~~

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “~~private~~SEC”) ~~placement~~using ~~warrants~~the “shelf” ~~are~~registration ~~to redeemable~~process. ~~warrants~~Under tothis ~~purchase~~shelf anregistration ~~aggregate~~process, ofthe ~~165~~Selling Securityholders may,~~000~~ from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of ~~our~~the ~~Class A~~securities ~~ordinary~~offered ~~shares~~by ~~(or~~them ~~176,250~~described in this prospectus. This prospectus also relates to the issuance by us of the shares ifof Common Stock issuable upon the ~~underwriters~~ exercise ~~their~~of ~~over-allotment~~the ~~option~~Warrants. inWe ~~full)~~will ~~included~~not ~~within~~receive any proceeds from the ~~private~~sale ~~placement~~of ~~units~~shares ~~being~~of ~~purchased~~Common ~~separately~~Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by ~~our~~us ~~sponsor in~~upon the ~~private~~exercise ~~placement;~~of the Warrants for cash.

~~“public~~Neither ~~shares”~~we ~~are~~nor the Selling Securityholders have authorized anyone to ~~our~~provide ~~Class A ordinary~~you ~~shares~~with ~~sold~~any asinformation ~~part~~or ofto ~~the~~make ~~units~~any representations other than those contained in this ~~offering~~prospectus ~~(whether~~or ~~they~~any ~~are~~applicable ~~purchased~~prospectus insupplement ~~this~~or ~~offering~~any free writing prospectuses prepared by or ~~thereafter~~on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the ~~open market);~~offer or sale is not permitted.

~~“public~~We ~~shareholders”~~may ~~are~~also provide a prospectus supplement or post-effective amendment to the ~~holders of~~registration ~~our~~statement ~~public~~to ~~shares~~add information to, ~~including~~or ~~our~~update ~~sponsor,~~or ~~officers~~change information contained in, ~~directors~~this prospectus. You should read both this prospectus and ~~their~~any ~~respective~~applicable ~~affiliates~~prospectus supplement or post-effective amendment to the ~~extent~~registration ~~our~~statement ~~sponsor,~~together ~~officers, directors~~with orthe ~~their~~additional ~~respective~~information ~~affiliates~~to ~~purchase~~which ~~public~~we ~~shares,~~refer ~~provided~~you ~~that~~in ~~each~~the section of ~~their~~this ~~status~~prospectus asentitled a “~~public~~Where ~~shareholder” only~~You ~~exists~~Can ~~with~~Find ~~respect~~More toInformation.” ~~such public shares;~~

~~“public~~On ~~warrants”~~September 22, ~~are~~2025, we consummated the previously-announced Business Combination pursuant to ~~our~~the ~~redeemable warrants~~Merger ~~sold~~Agreement, by and among us, Merger Sub and Legacy Semnur. Pursuant to the terms of the Merger Agreement, we effected a deregistration under the Cayman Islands Companies Act (as ~~part~~revised) and a domestication under Section 388 of the ~~units~~Delaware inGeneral ~~this~~Corporation ~~offering~~Law, as amended (~~whether~~the ~~they~~“DGCL”), ~~are~~pursuant ~~purchased~~to which our jurisdiction of incorporation was changed from the Cayman Islands to the State of Delaware (the “Domestication”), and, on the terms and subject to the conditions set forth in ~~this~~the ~~offering~~Merger orAgreement ~~thereafter~~and in accordance with the ~~open~~DGCL, ~~market~~Merger Sub merged with and into Legacy Semnur (the “Merger” or the “Business Combination”);, with Legacy Semnur surviving as our wholly owned subsidiary. In connection with the Business Combination, we changed our name from Denali Capital Acquisition Corp. to Semnur Pharmaceuticals, Inc.

1Unless the context indicates otherwise, references in this prospectus to the “Company,” “Semnur,” “we,” “us,” “our,” and similar terms refer to Semnur Pharmaceuticals, Inc., a Delaware corporation formerly known as Denali Capital Acquisition Corp., and its consolidated subsidiaries. References to “Legacy Semnur” refer to the private Delaware corporation that is now our wholly owned subsidiary, named Semnur, Inc. (formerly known as Semnur Pharmaceuticals, Inc.).

~~“sponsor”~~This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to ~~Denali~~herein ~~Capital~~have ~~Global Investments~~been ~~LLC~~filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a ~~Cayman~~part, ~~Islands~~and ~~limited~~you ~~liability~~may ~~company;~~obtain copies of those documents as described below under “Where You Can Find More Information.”

~~“warrants”~~1 ~~are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and the private placement units;~~

“we,”Table “us,”of “company” or “our company” are to Denali Capital Acquisition Corp., a Cayman Islands exempted company;Contents

~~“underwriter’s~~CAUTIONARY ~~option~~NOTE toREGARDING ~~purchase additional units” are to the underwriters’ 45~~FORWARD-~~day~~LOOKING ~~option~~STATEMENTS ~~to purchase up to an additional 1,125,000 units to cover over-allotments, if any;~~

Certain statements contained in this prospectus may constitute “~~unicorns~~forward-looking statements” ~~are~~for purposes of federal securities laws. Such statements can be identified by the fact that they do not relate strictly to ~~start~~historical or current facts. Forward-uplooking ~~companies~~ statements appear in a number of places in this prospectus including, without limitation, in the sections of titled “Business” and ~~projects~~“Management’s ~~with~~Discussion anand ~~estimated~~Analysis ~~valuation~~of ~~exceeding~~Financial ~~$1 billion;~~Condition and Results of Operations.” 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.

~~“US~~These ~~Tiger”~~forward-looking statements are tobased USon ~~Tiger~~information ~~Securities~~available as of the date of this prospectus and our management’s current expectations, ~~Inc.~~ forecasts and assumptions, and involve a ~~New~~number ~~Jersey~~of ~~corporation~~judgments, known and unknown risks, uncertainties or other assumptions and other factors, many of which are outside the ~~representative~~control of the ~~underwriters~~Company and our directors, officers and affiliates, that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this ~~offering~~prospectus. There can be no assurance that future developments will be those that have been anticipated. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date.

~~Any~~These ~~forfeiture~~forward-looking ofstatements ~~shares~~involve ~~described in this prospectus will take effect as~~ a ~~surrender~~number of ~~shares~~risks, ~~for~~uncertainties noor ~~consideration~~other ofassumptions ~~such~~that ~~shares~~may ascause aactual ~~matter~~results ofor ~~Cayman~~performance ~~Islands~~to ~~law.~~be ~~Any~~materially ~~conversion of~~different ~~the~~from ~~Class B~~those ~~ordinary~~expressed ~~shares~~or ~~described~~implied inby ~~this~~these ~~prospectus~~forward-looking ~~will~~statements. ~~take~~These ~~effect~~risks ~~as a compulsory redemption of Class B ordinary shares~~ and anuncertainties ~~issuance~~include, ofbut ~~Class A~~are ~~ordinary~~not ~~shares~~limited asto, athose ~~matter~~factors ofdescribed ~~Cayman~~in ~~Islands~~“Risk ~~law.~~Factors,” ~~Any~~those ~~share~~discussed ~~dividends~~and ~~described~~identified in ~~this prospectus~~public ~~will~~filings ~~take~~made ~~effect~~with asthe ~~share~~SEC ~~capitalizations~~by asSemnur aand ~~matter~~the offollowing: ~~Cayman Islands law.~~

~~Unless~~• ~~we tell you otherwise,~~ the ~~information in~~ability ~~this~~to ~~prospectus~~obtain ~~assumes that~~ the ~~underwriter~~listing ~~will~~of ~~not exercise its option to purchase additional units and~~ our ~~sponsor~~Common ~~will forfeit~~Stock ~~281,250~~on ~~founder shares.~~Nasdaq;

~~Our~~• ~~Company~~our public securities’ liquidity and trading;

We• are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our ~~initial~~ability business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to anraise ~~initial~~financing ~~business~~in ~~combination with us. We are focused on identifying unique business concepts with high-performing organizations that have both aspirations to accelerate growth and create enduring value within~~ the technology, hospitality or consumer services sector. While we will not be limited to a particular industry or geographic region in our identification and acquisition of a target company, we intend to focus on technology, consumer and hospitality and will not complete our initial business combination with a target that is headquartered in China (including Hong Kong and Macau) or conducts a majority of its business in China (including Hong Kong and Macau).future;

~~Our~~• ~~Management~~our ~~Team~~expected ~~and~~use ~~Board~~of proceeds from future issuances of ~~Directors~~equity or convertible debt securities;

~~Management~~• our future financial performance, including our revenue, costs of revenue and operating expenses;

~~Lei~~• ~~Huang,~~our ~~Chief~~future ~~Executive~~use ~~Officer~~of equity or debt financings to execute our business strategy;

~~Mr.~~• ~~Huang~~our ~~currently~~ability ~~serves~~to asuse ~~the~~cash ~~Chief Executive~~on ~~Officer~~hand of US Tiger and is a member of the board of directors of its parent company, UP Fintech Holding Limited (Nasdaq: TIGR) and is Co-Chief Executive Officer of TradeUP Global Corporation (Nasdaq: TUGC), a special purpose acquisition company incorporated in January 2021 and TradeUP 88 Corp. (Nasdaq: TUFU), a special purpose acquisition company incorporated in April 2021 which is currently seeking Nasdaq listing. Mr. Huang also serves as the Chief Executive Officer and is a member of the board of directors of Fortune Rise Acquisition Corporation (Nasdaq: FRLA), a special purpose acquisition company incorporated in January 2021 and TradeUP Securities, a broker/dealer company incorporated in December 2021. Mr. Huang also serves as a member of the board of directors of MDLand International Corporation. Prior to ~~joining~~meet UScurrent ~~Tiger, Mr. Huang was the Chief Executive Officer of Haitong Securities USA LLC,~~ and ~~also~~future ~~served~~financial ~~as Chief Compliance Officer and Operation Manager of CICC US Securities~~obligations, ~~Inc.~~including ~~from~~funding ~~2010~~our ~~through 2018. Prior to that~~operations, ~~Mr.~~debt ~~Huang~~service ~~served~~requirements ~~as a Compliance Officer at Morgan Stanley, Lehman Brothers~~ and ~~Barclays.~~capital ~~Mr. Huang also formerly served as a Regulatory Supervisor at the National Association of Securities Dealers.~~expenditures;

2• the outcome of any legal proceedings that may be instituted against us;

~~Mr.~~• ~~Huang~~our ~~earned~~ability anto ~~M.S.~~attract ~~degree~~and inretain ~~Global~~qualified ~~Financial Analysis~~directors, ~~from~~officers, ~~Bentley~~employees ~~University.~~and key personnel;

~~You~~• ~~(“Patrick”)~~our ~~Sun,~~ability ~~Chief~~to ~~Financial Officer~~compete effectively in a highly competitive market;

~~Mr.~~• ~~Sun is an experienced banking and asset management professional. Since August 2020, Mr. Sun has served as~~ the ~~Chief~~competition Financial Officer of Lake Crystal Energy LLC, an oil and gas company. As the Chief Financial Officer, Mr. Sun evaluates and sources potential investments in oil and gas assets. He also oversees all financial functions of the company. Prior to this role, from ~~August~~larger ~~2014~~biotechnology tocompanies ~~December~~that ~~2019,~~have ~~Mr.~~greater ~~Sun served as a Vice President and an E&P Analyst of Seaport Global Securities LLC~~resources, ~~a full-service investment bank~~technology, ~~capital~~relationships ~~markets advisory~~ and/or ~~research platform based in New York. From July 2008 to May 2012, Mr. Sun served as Vice President of the Pacific Securities Co., Ltd., a Chinese investment bank and brokerage firm.~~expertise;

~~Mr.~~• ~~Sun~~the ~~earned~~ability anto ~~MBA~~protect ~~from~~and ~~Washington~~enhance ~~University in~~our ~~St.~~corporate ~~Louis,~~reputation ~~Olin Business School,~~ and ~~a B.S. degree in Mechanics from Peking University.~~brand;

~~Independent~~• ~~Directors~~the impact from future regulatory, judicial and legislative changes in our industry;

~~Jim~~• ~~Mao,~~anticipated ~~Director~~regulatory and legal developments in the United States and foreign countries in which we may seek regulatory approval for our product candidates in the future;

~~Mr. Mao~~• ~~will serve as~~ our ~~Director upon~~ability the effectiveness of our registration statement on Form S-1, of which this prospectus forms a part. Mr. Mao is a founding and managing partner of Citta Capital (“Citta”), a firm focused on investing in early growth stage technology startups in Enterprise/SaaS, Blockchain, ESG, AI applications, cloud computing and healthcare technology. As of December 31, 2021, Citta has a diverse portfolio of companies that includes Kintsugi (a leading AI based mental health diagnostics company), Openprise, Inc. (automation solutions), Sequoia Games, Inc. (combining the latest technology with professional sports), SetPoint (clinical stage neuro treatment), Zeit Medical (early heart stroke detection with FDA breakthrough destination), and Ryu Games (Web3.0 Gamify). Prior to ~~that,~~obtain ~~Mr. Mao was a Partner at WestSummit Capital (“WSC”), a leading global technology growth capital venture firm. At WSC, Mr. Mao led deal sourcing~~ and ~~investment~~ ~~activities~~maintain inregulatory ~~the~~approval ~~areas~~ of ~~Enterprise,~~any ~~Cloud, Big Data, AI, robotics, and digital media. WSC was a lead investor~~ of aour ~~number~~products ~~of unicorns including Unity, Cloudwise, Twitch, Mirantis, Couchbase, GigaDevice, VeriSilicon~~ and ~~Movidius. Previously,~~product Mr. Mao worked in Internet, mobile/wireless, digital media, telecom, semiconductor and enterprise software industries. He has also co-authored five U.S. patents. He has over 20 years of working experience in private equity and technology sectors, including enterprise software, Internet, mobile applications, digital media, intelligent hardware, advanced manufacturing/materials, medical devices and clean tech. Prior to WSC, Mr. Mao was Managing Director of Cagan McAfee Capital Partners, a leading technology-focused private equity firm based in Silicon Valley, during which Mr. Mao was instrumental in helping portfolio companies raise growth capital, formalize effective business strategy and close large M&A transactions. Previously, Mr. Mao was General Manager of Asia Pacific Development (“APAC”) for Advanced Fibre Communications (acquired by Tellabs), member of the original founding team and General Manager of APAC for Turin Networks (acquired by Dell), and Vice President and General Manager of APAC for Cortina Systems, Inc. (acquired by Inphi Corporation). Mr. Mao has led and participated in numerous successful corporate investments and cross border M&A transactions which have resulted in billions of dollars of value for investors. Mr. Mao is currently also a director of US Digital Mining Corp.candidates;

Mr.Table Mao earned an MBA from the University of Southern California, an M.S. degree in Electrical and Computer Engineering and a B.S. degree in Applied Physics from the University of Waterloo.Contents

~~Kevin~~• D.our ~~Vassily~~ability to research, ~~Director~~discover and develop additional product candidates;

~~Mr. Vassily~~• ~~will serve as~~ our ~~Director~~ability upon the effectiveness of our registration statement on Form S-1, of which this prospectus forms a part. Mr. Vassily has extensive working experience as a senior management team member serving private and public companies. In January 2021, he was appointed Chief Financial Officer, and in March 2021, became a member of the board of directors of iPower Inc. (Nasdaq: IPW), a leading online hydroponic equipment retailer and supplier. Mr. Vassily is also a member of the board of directors of Fortune Joy International Acquisition Corporation (Nasdaq: XYGJ), a special purpose acquisition company incorporated in August 2021 which is currently seeking Nasdaq listing. Prior to ~~this~~grow role, from 2019 to January 2021, Mr. Vassily served as Vice President of Market Development for Facteus, a financial analytics company focused on the asset management industry. From March 2019 through 2020, he served as an advisor at Woodseer, a financial technology firm providing global dividend forecasts. From 2018 through its acquisition in 2020, Mr. Vassily served as an advisor at Go Capture, where he was responsible for providing strategic, business development, and product development advisory services for the company’s emerging “Data as a Service” platform. Since November 2019, Mr. Vassily has served as a director of Zhongchao Inc., a provider of healthcare information, education and training services to healthcare professionals and the public in China. Since July 2018, Mr. Vassily has also served as an advisor at Prometheus Fund, a Shanghai-based merchant bank & private equity firm focused on the “green” economy. From 2015 through 2018, Mr. Vassily served as an Associate Director of Research at Keybanc Capital Markets, and helped to co-manage ~~the~~growth technology research vertical. From 2010 to 2014, he served as the Director of Research at Pacific Epoch, where he was responsible for a complete product overhaul and a complete business model restart post-acquisition, re-focusing the firm around a “data-first” research offering. From 2007 to 2010, he served as the Asia Technology Business Development Representative and as a Senior Analyst at Pacific Crest Securities. In this role, he was responsible for establishing the firm’s presence and relevance covering Asia Technology. From 2003 to 2006, he served as a Senior Research Analyst in the semiconductor technology group at Susquehanna International Group, where he was responsible for research in semiconductor and related technologies. From 2001 to 2003, Mr. Vassily served as a Vice President and Senior Research Analyst for semiconductor capital equipment at Thomas Weisel Partners, where he was responsible for publishing research and maintaining financial models on each of the companies under coverage. Mr. Vassily began his career on Wall Street in 1998 as a Research Associate covering the semiconductor industry at Lehman Brothers. profitably;

~~Mr. Vassily~~• ~~earned~~our aability ~~B.A.~~to ~~degree~~obtain ~~from~~and ~~Denison~~maintain ~~University~~intellectual ~~and an~~property ~~MBA~~protection ~~from~~and ~~Dartmouth~~not ~~College,~~infringe ~~Tuck~~on ~~School~~the rights of ~~Business.~~others;

~~Together,~~• ~~we believe~~ our ~~directors and the rest of our management team bring additional expertise that will enhance our~~ ability to ~~identify and~~ execute our ~~initial~~ business ~~combination,~~plans and ~~may enhance our ability to execute upon various value creation initiatives after successful completion of our business combination.~~strategy;

~~Notwithstanding~~• our ~~management~~ability team’s past experiences, including investments and transactions in which they have participated and businesses with which they have been associated, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our shareholders from any business combination we may consummate. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. In order to minimize potential conflicts of interest which may arise from multiple affiliationsprevent, ~~our~~ ~~officers~~respond ~~and directors who are also officers and directors of any other entities will be required~~ to ~~present all suitable target businesses to such entities prior to presenting them to us~~, ~~unless such opportunity is one we are legally~~ and ~~contractually~~recover ~~permitted to~~from undertake and would otherwise be reasonable for us to pursue, and to the extent such individual is permitted to refer that opportunity to us without violating another legal obligation. You should not rely on the historical record of our management’s performance as indicative of our future performance. See “Risk Factors — Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.” For a ~~list~~cybersecurity of our executive officers, directors and entities for which a conflict of interest may or does exist between such officers, directors and the company, please refer to “Management — Conflicts of Interest.”incident;

4• the effect of any geopolitical conflicts or new or increased international tariffs, including mitigation efforts and economic effects, on any of the foregoing or other aspects of our business operations, including but not limited to our clinical studies and clinical trials;

~~Business~~• ~~Strategy~~the effect of global economic and ~~Competitive~~political ~~Strengths~~developments, including the conflicts in Ukraine and Israel;

~~Our~~• ~~business~~regulatory ~~strategy~~developments isrelated to ~~identify~~crypto ~~and~~assets ~~complete our initial business combination with a company within the technology, hospitality or consumer services sector. Our selection process will leverage our team’s broad~~ and ~~deep~~crypto ~~relationship~~asset network, unique industry experiences and strong deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our team’s extensive experience and demonstrated success in both investing in and operating businesses in our target sectors and across a variety of industries.markets;

~~Upon~~• ~~completion~~a ofdetermination ~~this~~that ~~offering,~~we ~~members~~are ofan ~~our~~investment ~~team~~company ~~will~~under ~~communicate with their networks of relationships to articulate~~ the ~~parameters~~Investment ~~for~~Company ~~our~~Act ~~search for a target company and a potential business combination and begin the process~~ of ~~pursuing and reviewing potential opportunities.~~1940;

We• ~~believe that~~ our ~~management~~ability ~~team is well positioned~~ to ~~identify attractive~~successfully ~~business~~adopt ~~combination opportunities with a compelling industry backdrop~~ and anexecute opportunity for transformational growth. Our team’s objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We expect to favor opportunities with certain industry and business characteristics. Key industry characteristics include compelling long-term growth, attractive competitive dynamics, consolidation opportunities and low risk of technological obsolescence. Key business characteristics include high barriers to entry, significant streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics. See the section entitled “Proposed Business” for further information on ~~such key industry and business characteristics we intend to address in~~ our ~~search~~new ~~for~~cryptocurrency ~~and~~treasury ~~growth of a target business.~~strategy;

~~Business~~• ~~Combination~~any ~~Criteria~~changes in the accounting treatment of cryptocurrency holdings; and

~~Consistent~~• ~~with~~other ~~our~~factors ~~business~~detailed ~~strategy,~~under ~~we have identified~~ the ~~following general~~section ~~criteria~~of ~~and~~this ~~guidelines~~prospectus ~~that~~titled we“Risk ~~believe are important in evaluating prospective target businesses~~Factors. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire businesses that we believe:”

·Should ~~are~~one ~~fundamentally~~or ~~sound~~more ~~but~~of ~~are~~these ~~underperforming~~risks ~~their~~or ~~potential;~~uncertainties materialize or should any of the assumptions made by the management Semnur prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

·Should ~~exhibit~~one ~~unrecognized~~or ~~value~~more of these risks or ~~other~~uncertainties ~~characteristics~~materialize or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we ~~believe~~consider ~~have~~immaterial ~~been~~or ~~misevaluated~~which byare unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the ~~marketplace;~~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.

·3 ~~are at an inflection point where we believe we can drive improved financial performance;~~

·Table offerof opportunities to enhance financial performance through organic initiatives and/or inorganic growth opportunities that we identify in our analysis and due diligence;Contents

·FREQUENTLY ~~can~~USED ~~benefit~~TERMS ~~from our team’s knowledge of the target sectors, proven collection of operational strategies and tools, and past experiences in profitably and rapidly scaling businesses;~~

·Unless ~~are~~otherwise ~~valued~~stated ~~attractively~~in ~~relative~~this toprospectus, ~~their~~the ~~existing~~terms, ~~cash~~“we,” ~~flows~~“us,” ~~and~~“our” ~~potential~~or ~~for~~“Semnur” ~~operational~~refer ~~improvement;~~to ~~and~~Semnur Pharmaceuticals, Inc.

~~· offer an attractive potential return for our shareholders~~Further, ~~weighing potential growth opportunities and operational improvements~~ in ~~the~~this ~~target~~document: ~~business against any identified downside risks.~~

~~These~~• ~~criteria~~“2024 ~~and~~Stock ~~guidelines~~Option ~~are~~Plan” ~~not~~means ~~intended to be exhaustive. Any evaluation relating to~~ the ~~merits~~Semnur ~~of a particular initial business combination may be based~~Pharmaceuticals, ~~to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant~~Inc. ~~However, we~~2024 ~~will~~Stock ~~not~~Option ~~complete our initial business combination with a target that is headquartered in China (including Hong Kong and Macau) or conducts a majority of its business in China (including Hong Kong and Macau)~~Plan. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

5• “Biconomy” means Biconomy PTE.LTD.

~~Our~~• ~~Acquisition~~“Biconomy ~~Process~~Shares” means the 6,250,000 shares of Common Stock that will become issuable to Biconomy upon the closing of the Biconomy SPA.

In• ~~evaluating~~“Biconomy aSPA” ~~prospective~~means ~~target~~the ~~business,~~Securities ~~we expect~~Purchase ~~to conduct a thorough due diligence review which will encompass~~Agreement, ~~among~~dated ~~other things, meetings with incumbent management, document reviews, inspection of facilities,~~ as ~~well as a review~~ of ~~financial~~September 23, ~~operational~~2025, ~~legal~~by and ~~other~~between ~~information~~Biconomy ~~which will be made available to us. We will also utilize our management team’s expertise in analyzing~~ and evaluating operating plans, financial projections and determining the appropriate return expectations given the risk profile of the target business as well as the suitability of the target to become a public companySemnur.

~~Members~~• of“Biconomy ~~our~~Resale ~~management~~Shares” ~~team~~means ~~and~~the ~~board of directors may~~12, ~~directly or indirectly~~500,000 ~~own founder~~ shares ~~and/or private placement units following this offering and, accordingly, may have a conflict~~ of ~~interest~~Common inStock ~~determining~~sold ~~whether a particular target business is an appropriate business with which~~ to ~~effectuate our~~Biconomy ~~initial business combination~~PTE.LTD Inby ~~particular,~~Scilex ~~because~~and ~~the founder shares were purchased at approximately $0.012 per share~~Scilex, the holders of our founder shares (including our management team that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination)Inc. ~~Further,~~pursuant ~~such officers and directors may have a conflict of interest with respect~~ to ~~evaluating a particular business combination if~~ the ~~retention~~Biconomy orResale ~~resignation~~SPA, ~~of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination~~.

We• ~~may,~~“Biconomy atResale ~~our~~SPA” ~~option,~~means ~~pursue~~the anSecurities ~~Affiliated~~Purchase ~~Joint Transaction (defined below) opportunity with an entity to which US Tiger~~Agreement, ~~investment~~dated ~~funds~~as ~~advised by US Tiger or an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time~~ of ~~our~~ ~~initial~~September ~~business~~23, ~~combination~~2025, ~~or we could raise additional proceeds to complete the initial business combination~~ by ~~making a~~and ~~specified~~among ~~future~~Biconomy, ~~issuance~~Scilex, toScilex, ~~any such entity~~Inc. ~~Our amended~~ and ~~restated~~Semnur, memorandum and articles of association will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely inwith ~~his~~respect ~~or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted~~ to ~~undertake~~Section ~~and~~5 ~~would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation~~thereof.

~~Initial~~• ~~Business~~“Board” ~~Combination~~means the board of directors of Semnur.

~~Nasdaq~~• ~~rules~~“Business ~~require~~Combination” ~~that~~means ~~we must complete one or more business combinations with a total aggregate fair market value of at least 80% of~~ the ~~value~~merger ~~of the assets held in the trust account (excluding any deferred underwriters’ fees~~ and ~~taxes~~transactions ~~payable~~contemplated onby the ~~interest~~Merger income earned on the trust account) at the time of our signing of a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. If our board of directors determines that it is not able to independently determine the fair market value of the target business or businessesAgreement, wewhich ~~will~~closed ~~obtain~~on anSeptember ~~opinion from an independent investment banking firm or an independent valuation or appraisal firm~~22, ~~with respect to the satisfaction of such criteria~~2025. ~~In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.~~

We• ~~will have~~“Bylaws” ~~until~~means ~~15 months from~~ the ~~closing~~Bylaws of ~~this~~Semnur ~~offering~~Pharmaceuticals, ~~to consummate an initial business combination~~Inc. ~~However~~, ifeffective we anticipate that we may not be able to consummate our initial business combination within 15 months, we will, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination by up to two times, each time by an additional three months (for a total of 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as ~~set out below. In connection with any such extension, public shareholders will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms~~ of ~~our~~September ~~amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Wilmington Trust~~22, National Association on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination for an additional month, our sponsor or its affiliates or designees must deposit into the trust account $250,000, or up to $287,500 if the underwriter’s over-allotment option is exercised in full ($02025.0333 per share in either case), up to an aggregate of $1,500,000, or $0.20 per share, on or prior to the date of the deadline. We will issue a press release announcing each extension at least three days prior to the deadline. In addition, we will issue a press release the day after the deadline, announcing whether the funds have been timely deposited. Our sponsor and its affiliates or designees are obligated to fund the trust account in order to extend the time for us to complete our initial business combination, but our sponsor will not be obligated to extend such time. In addition to the foregoing arrangements, we may extend the period of time to consummate a business combination by a shareholder vote to amend our amended and restated memorandum and articles of association.

6• “Certificate of Designations” means the Certificate of Designations of Semnur Pharmaceuticals, Inc. designating the series of preferred stock, par value $0.0001 per share, of the Company as “Series A Preferred Stock”.

We• anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders’ own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “~~Investment Company Act~~Charter”). ~~Even if~~means the ~~post-transaction~~Restated ~~company~~Certificate ~~owns or acquires 50% or more~~ of ~~the~~Incorporation ~~voting securities~~ of ~~the~~Semnur ~~target~~Pharmaceuticals, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transactionInc. ~~For example~~, wefiled ~~could~~with ~~pursue a transaction in which we issue a substantial number of new shares in exchange for all of~~ the ~~outstanding~~Secretary ~~shares~~ of ~~a target. In this case, we would acquire a 100% controlling interest in~~ the ~~target.~~State ~~However, as a result~~ of ~~the~~Delaware issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares after our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on ~~the~~September ~~aggregate value of all of the target businesses. In addition~~22, ~~we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor~~2025. ~~If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.~~

We• may, at our option, pursue a business combination opportunity jointly with one or more entities affiliated with US Tiger and/or one or more investors in funds or separate accounts managed by or affiliated with US Tiger, which we refer to as an “~~Affiliated Joint Transaction.~~Closing” ~~Any~~means ~~such parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations; (ii) we and US Tiger considered a transaction to be mutually beneficial to us as well as~~ the affiliated entity; and (iii) other business reasons exist to do so, such as the strategic merits of including such co-investors, the need for additional capital beyond the amount held in our trust account to fund the initial business combination and/or the desire to obtain committed capital for closing ~~the initial business combination. An Affiliated Joint Transaction may be effected through a co-investment with us in the target business at the time~~ of ~~our initial business combination, or we could raise additional proceeds to complete~~ the ~~initial~~Business ~~business combination by issuing to such parties a class of equity or equity-linked securities~~Combination. We refer to this potential future issuance, or a similar issuance to other specified purchasers, as a “specified future issuance” throughout this prospectus. The amount and other terms and conditions of any such specified future issuance would be determined at the time thereof. We are not obligated to make any specified future issuance and may determine not to do so. This is not an offer for any specified future issuance. Pursuant to the anti-dilution provisions of our Class B ordinary shares, any such specified future issuance would result in an adjustment to the conversion ratio such that our initial shareholders and their permitted transferees, if any, would retain their aggregate percentage ownership of founder shares at 20% of the sum of the total number of all ordinary shares issued and outstanding upon completion of this offering plus all shares issued in the specified future issuance, unless the holders of a majority of the then-issued and outstanding Class B ordinary shares agreed to waive such adjustment with respect to the specified future issuance at the time thereof. We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time of any such specified future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with Class A shareholders on structuring an initial business combination; (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B ordinary shares; or (iv) as part of the Affiliated Joint Transaction. If such adjustment is not waived, the specified future issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage ownership of holders of our Class A ordinary shares. If such adjustment is waived, the specified future issuance would reduce the percentage ownership of holders of both classes of our ordinary shares.

7• “Closing Date” means date of the Closing.

To• ~~the~~“Code” ~~extent~~means wethe ~~effect~~Internal ~~our~~Revenue ~~initial~~Code ~~business combination with a company or business that may be financially unstable or in its early stages~~ of ~~development or growth~~1986, weas ~~may be affected by numerous risks inherent in such company or business~~amended. ~~Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.~~

~~The~~• ~~time~~“Common ~~required~~Stock” tomeans ~~select and evaluate a target business and to structure and complete our initial business combination, and~~ the ~~costs~~common ~~associated~~stock ~~with~~of ~~this process~~Semnur, ~~are~~par ~~not~~value ~~currently ascertainable with any degree of certainty~~$0.0001 ~~Any~~per costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combinationshare.

~~Other~~• ~~Considerations~~“Consulting Services Agreements” means the following agreements (i) the Consulting Services Agreement, dated August 26, 2024, between Semnur and Wise Orient Investments Limited (as amended), (ii) the Consulting Services Agreement, dated August 25, 2024, between Semnur and 450W42ND MIMA, LLC (as amended), (iii) the Advisory Services Agreement, dated June 12, 2025, between Semnur and JW Investment Management Company Limited (as amended), and (iv) the Stock Issuance Agreement dated July 22, 2025, between Semnur and the law firm named therein, in each case as may be amended, amended and restated, supplemented or otherwise modified in accordance with its terms.

We• ~~are~~“D. ~~not~~Boral” ~~prohibited~~means ~~from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors~~D. InBoral ~~the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors~~Capital, weLLC, or f/k/a ~~committee~~EF ofHutton independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of viewLLC. ~~We are not required to obtain such an opinion in any other context.~~

We• ~~currently~~“Debt doExchange ~~not~~Agreement” ~~have~~means ~~any~~the ~~specific~~Contribution ~~business combination under consideration. Our officers~~ and ~~directors~~Satisfaction have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made aware of ~~potential~~Indebtedness ~~business opportunities~~Agreement, ~~one~~dated oras ~~more~~ of ~~which~~August ~~we may desire to pursue for a business combination~~30, ~~but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions~~2024, ~~formal~~by orand ~~otherwise,~~between ~~with~~Semnur ~~respect~~and ~~to a business combination transaction with our company~~Scilex. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

In• ~~addition,~~“Denali” ~~certain~~means ofDenali ~~our~~Capital ~~officers~~Acquisition ~~and directors presently have, and any of them in the future may have, additional fiduciary and contractual duties to other entities~~Corp. ~~As a result~~, if ~~any of~~ our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which the officer or director has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, the officer or director will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunitypredecessor. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association will provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our officers and directors would continue to be subject to all other fiduciary duties owed to us and our shareholders and no other waivers of their respective fiduciary obligations have been provided to any such officers and directors. We do not have any plan for any waiver of the fiduciary duties of our officers and directors post-business combination.

OurTable officers and directors are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not believe, however, that any such potential conflicts would materially affect our ability to complete our initial business combination.Contents

~~Corporate~~• ~~Information~~“Denali Private Placement Units” means the units comprised of one ordinary share of Denali and one warrant to purchase one ordinary share that were issued to the Sponsor in a private placement concurrent with the IPO.

~~Our~~• ~~executive~~“DGCL” ~~offices~~means ~~are~~the ~~located~~General atCorporation ~~437~~Law ~~Madison~~of ~~Avenue,~~the ~~27th Floor,~~State ~~New~~of ~~York~~Delaware, ~~New~~as ~~York 10022, and our telephone number is 646-978-5180~~amended.

We• ~~are~~“Domestication” ameans ~~Cayman~~the ~~Islands~~change ~~exempted~~of ~~company. Exempted companies are Cayman Islands companies conducting business mainly outside~~ the ~~Cayman~~domicile ~~Islands~~of ~~and,~~Denali aspursuant ~~such,~~to ~~are~~a ~~exempted~~transfer ~~from~~by ~~complying~~way ~~with~~of ~~certain provisions~~continuation of ~~the Companies Act. As~~ an exempted company, weout ~~have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6~~ of the ~~Tax Concessions Act (As Revised) of the~~ Cayman Islands~~, for~~ and a ~~period~~domestication ofinto ~~20 years from~~ the ~~date~~State of ~~the~~Delaware ~~undertaking,~~as noa ~~law which is enacted in the Cayman Islands imposing any tax to be levied on profits~~corporation, ~~income, gains or appreciations will apply to us or our operations~~ and, ~~in addition, that no tax to be levied on profits, income, gains or appreciations or which is in~~ the ~~nature~~de-registration of ~~estate~~Denali ~~duty or inheritance tax will be payable (i) on or~~ in ~~respect of our shares, debentures or other obligations or (ii) by way of~~ the ~~withholding~~Cayman in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of usIslands.

We• ~~are an~~ “~~emerging~~Effective ~~growth company,~~Time” as ~~defined~~means ~~in Section 2(a) of~~ the ~~Securities~~time ~~Act~~at ofwhich ~~1933, as amended (~~the ~~“Securities Act”), as modified by the Jumpstart Our~~ Business ~~Startups~~Combination ~~Act~~became ~~of 2012, (the “JOBS Act”)~~effective. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In• ~~addition, Section 107 of the JOBS Act also provides that an~~ “~~emerging~~Exchange ~~growth company~~Act” ~~can~~means ~~take advantage of~~ the ~~extended~~Securities ~~transition~~Exchange ~~period~~Act ~~provided in Section 7(a)(2)(B)~~ of ~~the Securities Act for complying with new or revised accounting standards. In other words~~1934, anas ~~“emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies~~amended. ~~We intend to take advantage of the benefits of this extended transition period.~~

We• ~~will~~“GAAP” ~~remain~~means anaccounting ~~emerging~~principles ~~growth~~generally ~~company~~accepted ~~until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b)~~ in ~~which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means~~ the ~~market~~United ~~value~~States of ~~our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1~~America.~~0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.~~

~~Additionally,~~• ~~we are a~~ “~~smaller~~HSR ~~reporting company~~Act” asmeans defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the ~~last day of the fiscal year in which (1) the market value of our ordinary shares held by non~~Hart-~~affiliates~~Scott-Rodino ~~exceeds~~Antitrust ~~$250 million~~Improvements asAct of ~~the prior June 30~~1976, ~~or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million~~ as ~~of the prior June 30~~amended.

9• “IPO” refers to the initial public offering of 8,250,000 Public Units of Denali consummated on April 11, 2022.

~~The~~• ~~Offering~~“IRS” means the United States Internal Revenue Service.

In• ~~deciding~~“Nasdaq” ~~whether~~means toThe ~~invest~~Nasdaq inStock ~~our~~Market securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities ActLLC. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” of this prospectus.

Securities offered		7,500,000 units (or 8,625,000 units if the underwriters’ over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: · one Class A ordinary share; and · one-half of one redeemable warrant.
Proposed Nasdaq symbols		Units: “DECAU” Class A ordinary shares: “DECA” Warrants: “DECAW”
Trading commencement and separation of Class A ordinary shares and warrants		The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless the representatives inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K		In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Units:
Number outstanding before this offering and the private placement:		0
Number of placement units to be sold in a private placement simultaneously with this offering:		330,000(1)

•

“Nasdaq De-Listing” means the de-listing of the Public Units, Denali Class A Ordinary Shares and Public Warrants from trading on Nasdaq for any reason, including due to the failure of Denali to satisfy Nasdaq’s continued listing requirements pursuant to Nasdaq Listing Rule 5450(b)(2)(A) and Listing Rule IM-5101-2(b).

10• “Nasdaq Listing Rules” means the rules and listing standards of Nasdaq.

Number outstanding after this offering and the private placement:		7,830,000(1)
Ordinary shares:
Number outstanding before this offering:		2,156,250(2)
Number outstanding after this offering and the private placement:		9,705,000(3)
Warrants:
Number of private placement warrants to be issued in a private placement simultaneously with this offering:		165,000
Number of warrants to be outstanding after this offering and the sale of private placement units:		3,915,000(4)

•

“Oramed” means Oramed Pharmaceuticals, Inc.

~~(1)~~• ~~Assumes~~“Oramed noNote” ~~exercise~~means ofthat ~~the~~certain ~~underwriters’~~Senior ~~over-allotment~~Secured ~~option~~Promissory Note, dated September 21, 2023, issued by Scilex to Oramed, as amended.

~~(2)~~• ~~Includes~~“OTC ~~281,250~~Markets” ~~founder~~means ~~shares that are subject to forfeiture depending on~~ the ~~extent~~OTC toMarkets ~~which the underwriters’ over-allotment option is exercised. Except as otherwise specified~~Group, ~~the rest of this prospectus has been drafted to give effect to the full forfeiture of these 281,250 founder shares~~Inc. Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association.

~~(3)~~• ~~Comprised~~“OTC ofMarkets ~~7,500,000~~Listing ~~public~~Date” ~~shares,~~means ~~330,000~~the ~~Class~~first Adate ~~ordinary~~on ~~shares~~which ~~underlying~~ the ~~private~~Public ~~placement~~Units, ~~units~~Denali ~~and~~Class ~~1,875,000~~A ~~founder~~Ordinary ~~shares,~~Shares ~~assuming~~and ~~281,250~~Public ~~founder~~Warrants ~~shares~~commenced ~~have~~trading ~~been~~on ~~forfeited~~the OTC Markets.

~~(4)~~• ~~Comprised~~“Preferred ofStock” ~~3,750,000~~means ~~public~~all ~~warrants~~shares ~~included~~of inpreferred ~~the units to be sold in this offering and 165~~stock,~~000~~ ~~private~~including ~~placement warrants to be included in~~ the ~~units~~Series toA bePreferred ~~sold~~Stock, inand the ~~private~~undesignated ~~placement,~~preferred ~~which~~stock ~~assumes~~authorized noby ~~exercise of~~ the ~~underwriters’ over-allotment option~~Charter.

Exercisability		Each whole warrant is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses.
Exercise price		$11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $16.50 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $16.50” will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

•

“Private Warrants” means the redeemable warrants that were included in the Denali Private Placement Units.

• “Public Warrants” means the redeemable warrants that were included in the Public Units that entitle the holder of each whole warrant to purchase one share of Common Stock at a price of $11.50 per share.

~~Exercise~~• ~~period~~“Registration ~~The~~Rights ~~warrants~~Agreement” ~~will~~means ~~become exercisable on~~ the ~~later~~Amended ~~of: · 30 days after the completion of our initial business combination;~~ and ·Restated ~~twelve~~Registration ~~months~~Rights ~~from~~Agreement ~~the~~entered ~~closing~~into of this offering; provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and weamong ~~will use our commercially reasonable efforts to cause~~ the ~~same to become effective within 60 business days after the closing of our initial business combination~~Company, ~~and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed~~Scilex, ~~as specified in~~ the ~~warrant~~Sponsor agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, incertain ~~the~~shareholders ~~event we so elect, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise~~ of the ~~warrants is not effective by the 60th business day after the closing of the initial business combination~~Company, ~~warrant~~dated ~~holders may, until such time~~ as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the ~~Securities~~Closing ~~Act or another exemption, and we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available~~Date.

12• “Scilex” means Scilex Holding Company, a Delaware company.

~~The~~• warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account. Redemption of warrants when the price per Class A ordinary share equals or exceeds $16.50 Once the warrants become exercisable, we may redeem the outstanding warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “~~30-day~~Scilex ~~redemption period~~Bio”; ~~and~~means ·Scilex ifBio, ~~and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $16~~Inc.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public shareholders’ warrants — Anti-dilution adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, ~~except if the warrants may be exercised on~~ a ~~cashless~~Delaware ~~basis~~company and ~~such~~majority ~~cashless~~owned ~~exercise~~subsidiary is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of ~~warrants that are outstanding, and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants~~Scilex. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (described below) of our Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average volume weighted average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

13• “Scilex, Inc.” means Scilex, Inc., a Delaware company and wholly owned subsidiary of Scilex.

~~Founder~~• ~~shares~~“Scilex OnGroup” ~~February~~means 3,Scilex ~~2022,~~together ~~our sponsor entered into a securities subscription agreement~~ with ~~us,~~its ~~pursuant to which our sponsor agreed to purchase an aggregate of 2~~affiliates,~~156,250~~ ~~Class B ordinary shares for an aggregate purchase price of $25~~subsidiaries,~~000~~ orsuccessors approximately $0.012 per share. Prior to the initial investment in the company by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at approximately 20% of our issued and ~~outstanding~~assigns ~~ordinary shares upon the consummation of this offering~~ (~~not~~other ~~including~~than ~~the~~Semnur private placement shares). Up to 281,250 founder shares are subject to forfeiture by the sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that: · the founder Class B ordinary shares will automatically convert into our Class A ordinary shares at the time of our initial business combination; · the founder shares are subject to certain transfer restrictions, as described in more detail below; · prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and ~~holders~~its of a majority of our founder shares may remove a member of the board of directors for any reason; · in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares voted at a general meetingsubsidiaries)~~, holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share;~~.

145

·Table our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period (which is defined below), as applicable) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination, the private placement warrants will expire worthless. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement units will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination; and · the founder shares are entitled to registration rights.Contents

15• “Scilex Trigger Event” means the time that the Scilex Group first ceases to beneficially own more than 50% in voting power of the then-outstanding shares of stock of Semnur entitled to vote generally in the election of directors.

		If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need 2,647,501, or 35.3% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 7,500,000 public shares sold in this offering to be voted in favor of an initial business combination at the meeting in order to have our initial business combination approved. However, assuming only the minimum number of shares representing a quorum (4,852,501 shares or a majority of our issued and outstanding shares) are voted, and assuming the over-allotment option is not exercised, we would need 221,251, or 3.0% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 7,500,000 public shares sold in this offering to be voted in favor of an initial business combination at the meeting in order to have our initial business combination approved.
Transfer restrictions on founder shares		Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares.
Founder shares conversion and anti-dilution rights		The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares, at the time of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, approximately 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement units issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

•

“SEC” means the U.S. Securities and Exchange Commission.

16• “Securities Act” means the Securities Act of 1933, as amended.

Appointment of directors; Voting rights		Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. In addition, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares voted at a general meeting), holders of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share and, as a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. In connection with our initial business combination, we may enter into a shareholders’ agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination.
Private placement units		Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 330,000 private placement units, at the price of $10.00 per unit, in a private placement that will close simultaneously with the closing of this offering. Certain of the proceeds of the purchase price of the private placement units will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable), the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our Class A ordinary shares (subject to the requirements of applicable law), and the private placement warrants will expire worthless. The terms and provision of the private placement warrants will be identical to that of the public warrants. In addition, the private placement warrants will be entitled to certain registration rights.
Transfer restrictions on private placement units and underlying securities		The private placement units and the securities underlying the private placement units will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under “Principal Shareholders — Transfers of Founder Shares and Private Placement Units.”

•

“Selling Securityholders” means the selling warrantholder and the selling stockholders named in this prospectus.

17• “Semnur” means Semnur Pharmaceuticals, Inc., a Delaware corporation.

~~Proceeds~~• to“Series beA ~~held~~Preferred inStock” ~~trust~~means ~~account Of~~ the ~~proceeds~~preferred ~~we will receive from this offering and the sale of the private placement units described in this prospectus~~stock, ~~$75,000,000,~~par orvalue $~~86,250,000 if the underwriters’ over-allotment option is exercised in full ($10~~0.000001 per ~~unit in either case)~~share, will be deposited into a segregated non-interest bearing trust account located in the United States with Wilmington Trust, National Association acting as trustee. The proceeds to be placed in the trust account include $2,625,000 (or $3,018,750 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions. We anticipate the funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our franchise and income taxes, if any, our amended and restated memorandum and articles of ~~association, as discussed below and subject to~~ the ~~requirements of law and regulation~~Company, ~~will~~designated provide that the proceeds from this offering and the sale of the private placement units held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as ~~described~~Series ~~in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable) or (B) with respect to any other provision relating to the rights of holders of our Class~~ A ~~ordinary~~Preferred ~~shares,~~Stock ~~and~~pursuant ~~(c) the redemption of our public shares if we have not consummated our business combination within 15 months from the closing of this offering (or up~~ to ~~21 months from~~ the ~~closing~~Certificate of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable), subject to applicable lawDesignations. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable), with respect to such Class A ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

18• “Sponsor” means Denali Capital Global Investments LLC, a Cayman Islands limited liability company.

Extension of time to complete business combination		We will have until 15 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we will, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination by up to two times, each time by an additional three months (for a total of 21 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. In connection with any such extension, public shareholders will not be offered the opportunity to vote on or redeem their shares. Pursuant to the terms of our amended and restated memorandum and articles of association and the trust agreement to be entered into between us and Wilmington Trust, National Association on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination for an additional month, our sponsor or its affiliates or designees must deposit into the trust account $250,000, or up to $287,500 if the underwriter’s over-allotment option is exercised in full ($0.0333 per share in either case), up to an aggregate of $1,500,000, or $0.20 per share, on or prior to the date of the deadline. We will issue a press release announcing each extension at least three days prior to the deadline. In addition, we will issue a press release the day after the deadline, announcing whether the funds have been timely deposited. Our sponsor and its affiliates or designees are obligated to fund the trust account in order to extend the time for us to complete our initial business combination, but our sponsor will not be obligated to extend such time. In addition to the foregoing arrangements, we may extend the period of time to consummate a business combination by a shareholder vote to amend our amended and restated memorandum and articles of association (“Shareholder Extension Period”).
Anticipated expenses and funding sources		Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming current treasury returns, we anticipate immaterial funds from the trust account investments; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: · the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $650,000 in working capital (including for the payments of director and officer liability insurance premiums) after the payment of approximately $2,650,000 (or $2,875,000 if the underwriters exercise their over-allotment option in full) in non-reimbursed expenses relating to this offering; and

•

“Sponsor Convertible Promissory Note” means the convertible promissory note dated April 2, 2024, by and between Denali and the Sponsor in the total principal amount of $2,000,000, which bore interest equivalent to the lowest short-term applicable federal rate and were previously convertible in whole or in part into additional Denali Class A Ordinary Shares at a conversion price of $10.00 per ordinary share.

19• “Sponsor Extension Convertible Promissory Note” means the convertible promissory note dated July 10, 2024, by and between Denali and the Sponsor in the total principal amount of $180,000, which bore no interest and was previously convertible in whole or in part into additional Denali Class A Ordinary Shares at a conversion price of $10.00 per ordinary share.

·• ~~any~~“Sponsor ~~loans~~Interest orPurchase ~~additional~~Agreement” ~~investments from our sponsor~~ or an“SIPA” ~~affiliate~~means ofthe ~~our~~Sponsor ~~sponsor~~Interest orPurchase ~~certain of our officers and directors~~Agreement, ~~although~~dated they are under no obligation to advance funds to us in such circumstances, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Conditions to completing our initial business combination So long as ~~our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value~~ of atAugust least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. If our board of directors determines that it is not able to independently determine the fair market value of the target business or businesses30, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. If our securities are not then listed on Nasdaq for whatever reason2024, ~~we would no longer be required to meet the foregoing 80% of net asset test. In addition, pursuant to Nasdaq rules, any initial business combination must be approved~~ by a majority of our independent directors. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and usbetween inDenali the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and ~~we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable~~Scilex.

20• “Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of August 30, 2024, by and among Denali and each of the persons set forth on Schedule I attached thereto.

~~Permitted~~• purchases and other transactions with respect to our securities If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “~~Exchange~~Stockholder ~~Act~~Agreement”). ~~After~~means the ~~consummation~~Stockholder ~~of this offering~~Agreement, wedated will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (ii) clear all trades with a designated officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as ~~it will be dependent upon several factors, including, but not limited to, the timing and size~~ of ~~such~~August ~~purchases. Depending on such circumstances~~30, ~~our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. We do not currently anticipate that such purchases~~2024, ifby any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and ~~Section~~between 16Denali ~~of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Effecting Our Initial Business Combination — Permitted purchases~~ and other transactions with respect to our securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transactionScilex. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

21• “Underwriter Shares” means up to 100,000 shares issued to certain underwriters of the initial public offering of Denali upon consummation of the Business Combination as part of a deferred underwriting discount pursuant to that certain Deferred Discount Agreement, dated November 20, 2023, by and among Denali, US Tiger Securities and D. Boral Capital, LLC, and as subsequently amended by the Satisfaction and Discharge Agreements Denali entered into with each of US Tiger Securities and D. Boral Capital, LLC on September 22, 2025 immediately prior to the consummation of the Business Combination.

Redemption rights for public shareholders upon completion of our initial business combination		We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Limitations on redemptions		Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

•

“US Tiger Securities” or “US Tiger” means US Tiger Securities, Inc. the representative of the underwriters in the IPO.

22• “VStock” means VStock Transfer, LLC, Denali’s transfer agent.

We• ~~will~~“Warrants” provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means oftogether a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the ~~timing~~Private ofWarrants ~~the transaction~~ and ~~whether~~ the ~~terms~~Public of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically require shareholder approvalWarrants, ~~while~~that ~~direct~~entitle mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the ~~tender~~holder ~~offer~~thereof ~~rules of the SEC for business or other reasons. If we hold a shareholder vote~~ to ~~approve~~purchase ~~our~~one ~~initial~~share ~~business combination, we will: · conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A~~ of ~~the~~Semnur Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and · file proxy materials with the SEC. If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need 2,647,501, or 35.3% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 7,500,000 public shares sold in this offering to be voted in favor of an ~~initial~~exercise ~~business~~price ~~combination at the meeting in order to have our initial business combination approved. However, assuming only the minimum number~~ of ~~shares representing a quorum (4,852,501 shares or a majority of our issued and outstanding shares) are voted, and assuming the over-allotment option is not exercised, we would need 221,251, or 3~~$11.0%50 ~~(assuming~~per all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 7,500,000 public shares sold in this offering to be voted in favor of an initial business combination at the meeting in order to have our initial business combination approvedshare.

23• “Working Capital Loans” means (i) the Sponsor Convertible Promissory Note and (ii) the Sponsor Extension Convertible Promissory Note.

~~Each~~6 public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting. If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association: · conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and · file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

24Table of Contents

Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote		Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
Release of funds in trust account on closing of our initial business combination		On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or the redemption of our public shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
Redemption of public shares and distribution and liquidation if no initial business combination		Our amended and restated memorandum and articles of association will provide that we will have only 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable) to consummate our initial business combination. If we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable).

PROSPECTUS SUMMARY

25This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in this prospectus. Before you decide whether to purchase our securities, you should read this entire prospectus carefully, including the sections of this prospectus titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should also carefully read the information in this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame. The ~~underwriters~~Company have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable) and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months from the closing of this offering, if we extend the period of time to consummate a business combination, as described in more detail in this prospectus, or as may be extended by the Shareholder Extension Period, as applicable) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any, divided by the number of the then-issued and outstanding public shares, subject to the limitations described above adjacent to the caption “Limitations on redemptions.” For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation 14A of the Exchange Act seeking shareholder approval of such proposal and, in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.

26We are a late-stage clinical biopharmaceutical company focused on developing and commercializing innovative non-opioid pain management products for the treatment of acute and chronic pain. We believe that our innovative non-opioid product portfolio has the potential to provide pain management therapies that can have a transformative impact on patients’ lives. We target indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and are dedicated to advancing and improving patient outcomes. Our lead product candidate, SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SP-102” or “SEMDEXATM”), if approved, has the potential to become the first U.S. Food and Drug Administration (“FDA”) approved non-opioid novel injectable corticosteroid gel formulation for patients with moderate to severe lumbosacral radicular pain (“LRP”) (also known as sciatica), containing no preservatives, surfactants, solvents, or particulates and is expected to be available in a pre-filled syringe formulation following approval by the FDA.

~~Our~~We ~~amended~~are ~~and~~developing ~~restated~~SP-102 ~~memorandum~~to ~~and~~be ~~articles~~an ofinjectable ~~association~~viscous ~~will~~gel ~~provide~~formulation ~~that, if we wind up for any other reason prior to the consummation~~ of ~~our~~a ~~initial~~widely ~~business~~used ~~combination,~~corticosteroid wedesigned ~~will follow the foregoing procedures with respect~~ to ~~the~~address ~~liquidation of~~ the ~~trust~~serious ~~account~~risks asposed ~~promptly~~by asoff-label ~~reasonably~~epidural ~~possible~~steroid ~~but~~injections ~~not~~(“ESI”), ~~more~~which ~~than~~are ~~ten~~administered ~~business~~over ~~days~~12 million ~~thereafter,~~times ~~subject~~annually toin ~~applicable~~the ~~Cayman~~United ~~Islands law~~States. ~~Limited~~SP-102 ~~payments~~has tobeen ~~insiders~~granted ~~There~~fast ~~will~~track bedesignation ~~no finder’s fees, reimbursements or cash payments made~~ by the ~~company~~FDA toand, ~~our~~if ~~sponsor~~approved, ~~officers~~could orbecome ~~directors,~~the oronly ~~their~~FDA-approved ~~affiliates,~~ESI for ~~services rendered to us prior to or in connection with~~ the ~~completion~~treatment of ~~our~~sciatica. ~~initial~~Although ~~business~~such ~~combination,~~designation ~~other~~has ~~than~~been ~~the following payments~~granted, ~~none~~it ofmay ~~which~~not ~~will~~lead beto ~~made~~a ~~from~~faster ~~the~~development ~~proceeds~~or ofregulatory ~~this~~review ~~offering~~process and ~~the~~such ~~sale~~designation ofdoes ~~the~~not ~~private~~increase ~~placement units held in~~ the ~~trust~~likelihood ~~account~~that ~~prior~~SP-102 towill ~~the~~receive ~~completion~~marketing ofapproval. ~~our~~According ~~initial business combination: · Repayment of up~~ to ana ~~aggregate~~report ~~of $400,000 in loans made to us~~ by ~~our~~Decision ~~sponsor~~Resources toGroup ~~cover~~published ~~offering-related~~in ~~and~~May ~~organizational expenses; · Payment to US Tiger of its underwriting discount~~2017, ~~fees~~it ~~for~~was ~~any~~estimated ~~financial~~that ~~advisory,~~over ~~placement~~4.8 million ~~agency~~patients orwould ~~other~~suffer ~~similar~~from ~~investment~~sciatica ~~banking services US Tiger may provide to our company~~ in the ~~future,~~United ~~including~~States in ~~connection~~2024. with the closing of our initial business combination, and reimbursement of US Tiger for any out-of-pocket expenses incurred by it in connection with the performance of such services; · Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and

27Our guiding principle has always been and remains a patient-first approach, which drives its mission to meet the increasing global demand for more effective and safer non-opioid pain management solutions. Through rigorous research and development, we believe we are on the cusp of establishing Semnur as the preeminent name in commercial non-opioid pain management, specifically targeting the unmet needs in both acute and chronic pain sectors with its innovative and leading therapies. We believe that we have made substantial progress in demonstrating the rapid onset and enhanced tolerability of our product candidate.

		· Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering and the sale of the private placement units held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination.
Audit Committee		We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit committee.”
Conflicts of Interest		Our chief executive officer, Lei Huang, is also the chief executive officer of US Tiger, a representative to the underwriters to this offering. As a result, US Tiger is deemed to have a “conflict of interest” under FINRA Rule 5121(f)(5). Accordingly, our initial public offering will be made in compliance with FINRA Rule 5121, which prohibits US Tiger from making sales to discretionary accounts without the prior written approval of the account holder and requires that a “qualified independent underwriter,” as defined by FINRA participate in the preparation of the registration statement and exercise the usual standard of due diligence with respect to such document. We have engaged EF Hutton, division of Benchmark Investments, LLC (previously known as Kingswood Capital Markets, division of Benchmark Investments, Inc.) (“EF Hutton”) to be the qualified independent underwriter and participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. We agreed to indemnify EF Hutton against certain liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. EF Hutton will not receive any additional fees for serving as qualified independent underwriter in connection with this offering. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder.

We are developing SP-102 to address problems associated with currently available corticosteroid products that are used in practice but not approved for epidural injection or the treatment of sciatica. SP-102 is a Phase 3 sterile dexamethasone sodium phosphate viscous gel formulation of 10 mg dexamethasone at a 5 mg/mL concentration in a pre-filled glass syringe for delivery via an epidural injection. SP-102 allows for the use of the potent dexamethasone and provides for longer residency time at the site of injection through the use of a viscous excipient in lieu of particulates. The product is also formulated without the use of preservatives and packaged in a pre-filled syringe, so as to confer greater physician convenience.

287

AsTable a result, affiliates of our sponsor and their respective clients may compete with us for acquisition opportunities in the same industries and sectors as we may target for our initial business combination. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within US Tiger, including by any of our officers and other persons who may make decisions for the company, may be suitable both for us and for affiliates of our sponsor or any of their respective clients, and will be directed initially to such persons rather than to us. None of US Tiger nor members of our management team who are also employed by US Tiger or any of its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware unless it is offered to them solely in their capacity as a director or officer of the Company and after they have satisfied their contractual and fiduciary obligations to other parties. Our sponsor, officers, directors, US Tiger and their affiliates may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. In particular, certain of our executive officers and directors also serve as executive officers or directors of Fortune Rise Acquisition Corp. (Nasdaq: FRLA), Fortune Joy International Acquisition Corp. (Nasdaq: XYGJ), TradeUP 88 Corp. (Nasdaq: TUFU), and TradeUP Global Corporation (Nasdaq: TUGC), each of which is focused on searching for businesses that may provide significant opportunities for attractive investor returns in industries similar to the industries in which our search is focused. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. US Tiger will own approximately 50,000 founder shares prior to the offering. Our sponsor has committed to transfer such shares to US Tiger at the original purchase price as designee of Mr. Huang. We may utilize Mr. Huang’s affiliation with US Tiger during our search for suitable targets, if that occurs, we may engage US Tiger to act as our advisor in connection with the marketing of our business combination and pay to US Tiger a fee for such services upon consummation of our initial business combination. US Tiger is also affiliated or associated with Tradeup INC., a founder of Fortune Rise Acquisition Corp. (Nasdaq: FRLA), Fortune Joy International Acquisition Corp. (Nasdaq: XYGJ), TradeUP 88 Corp. (Nasdaq: TUFU), TradeUP Acquisition Corp. (Nasdaq: UPTD), and TradeUP Global Corporation (Nasdaq: TUGC). If we engage US Tiger to assist with marketing of our business combination, we may compete with Fortune Rise Acquisition Corp. (Nasdaq: FRLA), Fortune Joy International Acquisition Corp. (Nasdaq: XYGJ), TradeUP 88 Corp. (Nasdaq: TUFU), TradeUP Acquisition Corp. (Nasdaq: UPTD), and TradeUP Global Corporation (Nasdaq: TUGC) for business opportunities. As described herein, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities, including Fortune Rise Acquisition Corp. (Nasdaq: FRLA), Fortune Joy International Acquisition Corp. (Nasdaq: XYGJ), TradeUP 88 Corp. (Nasdaq: TUFU), TradeUP Acquisition Corp. (Nasdaq: UPTD), and TradeUP Global Corporation (Nasdaq: TUGC). Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Fortune Rise Acquisition Corp. (Nasdaq: FRLA), Fortune Joy International Acquisition Corp. (Nasdaq: XYGJ), TradeUP 88 Corp. (Nasdaq: TUFU), TradeUP Acquisition Corp. (Nasdaq: UPTD), and TradeUP Global Corporation (Nasdaq: TUGC), he or she will honor these obligations and duties to present such business combination opportunity to such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (including as described above). These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.Contents

29Business Combination

~~Notwithstanding~~On ~~the foregoing~~September 22, ~~we may~~2025, at our option, pursue an Affiliated Joint Transaction opportunity with any such fund or other investment vehicle. Any such parties would co-invest only if (i) permitted by applicable regulatory and other legal limitations; (ii) we ~~and~~consummated ~~US Tiger considered a transaction to be mutually beneficial to us as well as~~ the ~~affiliated~~Business ~~entity;~~Combination ~~and~~pursuant ~~(iii) other business reasons exist~~ to ~~do so, such as~~ the ~~strategic~~terms ~~merits~~ of ~~including~~the ~~such~~Merger ~~co-investors~~Agreement, ~~the~~by ~~need for additional capital beyond the amount held in our trust account to fund the initial business combination~~ and~~/or~~ ~~the~~among ~~desire to obtain committed capital for closing the initial business combination. Such entity may co-invest with us in the target business at the time of our initial business combination~~Denali, orMerger weSub could raise additional proceeds to complete the initial business combination by making a specified future issuance to any such fund or vehicle. The potential conflicts described above may limit our ability to enter into a business combination or other transactions. These circumstances could give rise to numerous situations where interests may conflict. There can be no assurance that these or other conflicts of interest with the potential for adverse effects on the Company and ~~investors~~Legacy ~~will not arise~~Semnur.

30Pursuant to the Merger Agreement, (i) prior to the Closing, Denali effected the Domestication and (ii) at the Closing, and following the Domestication, the parties effected the Merger, with Legacy Semnur as the surviving company in the Merger, and, after giving effect to such Merger, Legacy Semnur became a wholly owned subsidiary of Denali. The Merger was approved by Denali’s shareholders at a meeting held on September 3, 2025 (the “Denali Shareholder Meeting”). In connection with the Business Combination, Denali changed its name to “Semnur Pharmaceuticals, Inc.”

~~Summary~~In accordance with the terms and subject to the conditions of ~~Risk~~the ~~Factors~~Merger Agreement, at the time at which the Business Combination became effective (the “Effective Time”), (i) each outstanding share of Legacy Semnur Common Stock outstanding immediately prior to the Effective Time was automatically cancelled in exchange for the right to receive 1.25 shares of our Common Stock, (ii) each share of Legacy Semnur Preferred Stock outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive (a) one share of Series A Preferred Stock (as defined below) and (b) one-tenth of one share of our Common Stock, and (iii) each option to purchase shares of Legacy Semnur Common Stock outstanding as of immediately prior to the Effective Time was converted into the right to receive a comparable option to purchase shares of our Common Stock.

WeOur ~~are~~Common aStock ~~newly incorporated blank check company that has conducted no operations~~ and ~~has~~Public ~~generated~~Warrants noare ~~revenues.~~currently ~~Until~~traded weon ~~complete~~the ~~our~~Pink ~~initial~~Limited ~~business~~Market ~~combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background~~ of ~~our management team, but also~~ the ~~special~~OTC ~~risks~~Markets ~~we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated~~ under the ~~Securities~~symbols ~~Act.~~“SMNR” ~~Accordingly,~~and you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering“SMNRW,” ~~please see “Proposed Business — Comparison of this offering to those of blank check companies subject to Rule 419~~respectively.”

~~You~~The ~~should~~rights ~~carefully~~of ~~consider~~holders ~~these~~of our Common Stock and Warrants (as defined below) are governed by the ~~other risks~~Certificate ~~set~~of ~~forth~~Incorporation, the Bylaws and the DGCL, and, in the ~~section~~case of the Warrants, the Warrant Agreement (the “Warrant Agreement”), dated as of April 6, 2022, between Denali and VStock Transfer, LLC (“VStock”). See sections of this prospectus ~~entitled~~titled “~~Risk~~Description ~~Factors~~of Securities” and “Certain Relationships and Related Party Transactions.”

~~Such~~Recent ~~risks~~Developments ~~include, but are not limited to:~~

·Securities WePurchase ~~are~~Agreement ~~a newly incorporated blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.~~

·On ~~Our~~September 23, ~~independent~~2025, ~~registered~~Semnur ~~public~~entered ~~accounting~~into ~~firm~~a Securities Purchase Agreement (“Biconomy SPA”) with Biconomy. Pursuant to the Biconomy SPA, Semnur agreed to issue and sell, and Biconomy agreed to purchase, an aggregate of 6,250,000 Biconomy Shares, for a purchase price of $16.00 per share, payable in Bitcoin blockchain (“Bitcoin”), with such amount of Bitcoin equal to the quotient of (A) the Buyer’s ~~report~~aggregate ~~contains~~purchase anprice ~~explanatory~~divided ~~paragraph~~by ~~that~~(B) the ~~expresses~~spot ~~substantial~~exchange ~~doubt~~rate ~~about~~for ~~our~~Bitcoin ~~ability~~as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to ~~continue~~the closing date of the purchase. The closing of the transactions contemplated by the Biconomy SPA has not occurred as aof the date of this prospectus. See the section titled “~~going~~Risk ~~concern~~Factors - Risks Related to Cryptocurrency.”

·Emerging ~~Our~~Growth ~~public~~Company shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

·We Ifare an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As an emerging growth company, we ~~seek~~are ~~shareholder~~eligible ~~approval~~to take advantage of ~~our~~certain ~~initial~~exemptions ~~business~~from ~~combination~~various reporting requirements that are applicable to other public companies that are not emerging growth companies, ~~our~~including, ~~initial~~but ~~shareholders~~not ~~have~~limited ~~agreed~~to, not being required to ~~vote~~comply inwith ~~favor~~the auditor attestation requirements of ~~such~~Section 404 ~~initial~~of ~~business~~the ~~combination,~~Sarbanes-Oxley ~~regardless~~Act of 2002, ~~how~~as ~~our~~amended ~~public~~(the ~~shareholders~~“Sarbanes-Oxley ~~vote.~~Act”), reduced disclosure

·8 Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.

·Table The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.Contents

· obligations ~~The~~regarding ~~ability~~executive ofcompensation in our ~~shareholders~~periodic toreports ~~exercise~~and ~~redemption~~proxy ~~rights~~statements, ~~with~~and ~~respect~~exemptions tofrom athe ~~large~~requirements ~~number~~ of ~~our~~holding ~~shares~~a ~~may~~nonbinding ~~not~~advisory ~~allow~~vote uson toexecutive ~~complete~~compensation ~~the~~and ~~most~~stockholder ~~desirable~~approval ~~business~~of ~~combination~~any orgolden ~~optimize~~parachute ~~our~~payments ~~capital~~not ~~structure~~previously approved.

·Further, ~~The~~Section 102(b)(1) ~~ability~~ of ~~our~~the ~~shareholders~~JOBS toAct ~~exercise~~exempts ~~redemption~~emerging ~~rights~~growth ~~with~~companies ~~respect~~from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a ~~large~~Securities ~~number~~Act registration statement declared effective or do not have a class of ~~our~~securities ~~shares~~registered ~~could~~under ~~increase~~the Securities Exchange Act of 1934, as amended (the ~~probability~~“Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that ~~our~~a ~~initial~~company ~~business~~can ~~combination~~elect ~~would~~to beopt ~~unsuccessful~~out of the extended transition period and comply with the requirements that ~~you~~apply ~~would~~to non-emerging growth companies but any such election to opt out is irrevocable. We have irrevocably elected not to ~~wait~~avail ~~for~~ourselves ~~liquidation~~of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, changes in ~~order~~rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance or the application of existing guidance to ~~redeem~~changes ~~your~~in ~~shares~~our business could significantly affect our business, financial condition and results of operations. In addition, we are in the process of evaluating the benefits of relying on the other exemptions and reduced reporting requirements provided by the JOBS Act, as more fully described in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Emerging Growth Company.”

·We ~~The~~will ~~requirement~~remain ~~that~~an weemerging ~~complete~~growth ~~our~~company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the initial ~~business~~public ~~combination~~offering ~~within~~of 8,250,000 Public Units of Denali consummated on April 11, 2022 (the ~~prescribed~~“IPO”), ~~time~~(b) in ~~frame~~which ~~may~~we ~~give~~have ~~potential~~total ~~target~~annual ~~businesses~~gross ~~leverage~~revenue ~~over~~of usat least $1.235 billion, or (c) in ~~negotiating~~which we are deemed to be a ~~business~~large ~~combination~~accelerated ~~and~~filer, ~~may~~which ~~decrease~~means the market value of our ~~ability~~common toequity ~~conduct~~that ~~due~~is ~~diligence~~held onby ~~potential~~non-affiliates ~~business~~equals ~~combination~~or ~~targets~~exceeds $700 million as weof ~~approach~~the last business day of our ~~dissolution~~most ~~deadline,~~recently completed second fiscal quarter; and (ii) the date on which ~~could~~we ~~undermine~~have ~~our~~issued ~~ability~~more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to ~~complete~~“emerging ~~our~~growth ~~business~~company” ~~combination~~have onthe ~~terms~~meaning ~~that~~associated ~~would~~with ~~produce~~it ~~value~~in ~~for~~the ~~our~~JOBS ~~shareholders~~Act.

·Summary WeRisk ~~may~~Factors not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

31Risks Related to Our Limited Operating History, Financial Condition and Capital Requirements

·• IfWe ~~the net proceeds of this offering and the sale of the private placement units not being held in the trust account~~ are ~~insufficient~~a tolate-stage ~~allow~~clinical usspecialty topharmaceutical ~~operate~~company ~~for~~and ~~the~~have 15incurred ~~months~~significant ~~following~~losses ~~the~~since ~~closing of this offering (or up to 21 months, as applicable), it could limit the amount available to fund~~ our ~~search~~inception. ~~for~~We aanticipate ~~target~~that ~~business or businesses and our ability to complete our initial business combination, and~~ we will ~~depend~~incur oncontinued ~~loans~~losses ~~from~~for ~~our~~the ~~sponsor,~~foreseeable ~~its affiliates or members of our management team to fund our search and to complete our initial business combination~~future.

·• ~~Our~~We ~~search~~have ~~for~~only aone ~~business~~product ~~combination~~candidate, ~~and~~SP-102, ~~any~~no ~~target~~products ~~business~~approved ~~with~~for ~~which~~commercial ~~we ultimately consummate a business combination~~sale, ~~may~~have benever ~~materially~~generated ~~adversely~~any ~~affected~~revenue byfrom ~~the~~product ~~recent~~sales ~~novel~~and ~~coronavirus~~may ~~(“COVID-19”)~~never ~~outbreak~~be profitable.

·• AsWe ~~the~~currently ~~number~~have ofno ~~special~~sales ~~purpose~~and ~~acquisition~~marketing ~~companies~~organization ~~evaluating targets increases, attractive targets may become scarcer~~ and ~~there~~if ~~may~~we bedo ~~more~~not ~~competition~~establish ~~for~~satisfactory ~~attractive~~sales ~~targets. This could increase the cost of our initial business combination~~ and ~~could~~marketing ~~even~~capabilities, ~~result~~we inmay ~~our~~not ~~inability~~successfully tocommercialize ~~find~~SP-102 ~~a target~~ or toany ~~consummate~~future anproduct ~~initial business combination~~candidates.

·• IfOur werecurring ~~seek~~losses ~~shareholder~~from ~~approval of our initial business combination~~operations, ~~our~~negative ~~sponsor,~~cash ~~directors,~~flows ~~executive officers, advisors~~ and ~~their~~substantial ~~affiliates~~cumulative ~~may~~net ~~elect~~losses toraise ~~purchase~~substantial ~~shares~~doubt ~~from~~about ~~public~~our ~~shareholders,~~ability ~~which~~to ~~may~~continue ~~influence~~as a ~~vote~~going ~~on a proposed business combination and reduce the public “float” of our Class A ordinary shares~~concern.

·Risks IfRelated ~~a public shareholder fails~~ to ~~receive~~Our ~~notice~~Product ofDevelopment ~~our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.~~

·• ~~Nasdaq~~We ~~may~~have ~~delist~~historically obtained our ~~securities~~clinical supply of our only product candidate, SP-102, and certain of the raw materials used in SP-102, from ~~trading~~a sole or single source supplier and manufacturer, and we may not be able to find an alternative source on ~~its~~commercially ~~exchange~~reasonable terms, ~~which~~or ~~could~~at ~~limit~~all. ~~investors’~~In ~~ability~~addition, if any such supplier or manufacturer fails to ~~make~~comply ~~transactions~~with inFDA ~~our~~regulations ~~securities~~we ~~and~~may be subject us to ~~additional~~sanctions ~~trading~~or ~~restrictions~~delays.

·9 ~~Our shareholders will not be entitled to protections normally afforded to investors of many other blank check companies.~~

·Table We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.Contents

·• ~~You~~We ~~will~~rely ~~not~~on ~~have~~third ~~any~~parties ~~rights~~to orconduct ~~interests~~clinical intrials ~~funds~~and ~~from~~intend ~~the~~to ~~trust~~rely ~~account,~~on ~~except~~third ~~under~~parties ~~certain~~to ~~limited~~conduct ~~circumstances~~all future clinical trials. ToIf ~~liquidate~~these ~~your~~third ~~investment,~~parties ~~therefore,~~do ~~you~~not ~~may~~successfully becarry ~~forced~~out their contractual duties, fail to ~~sell~~comply ~~your~~with ~~public~~regulatory ~~shares~~requirements or ~~warrants~~meet expected deadlines, ~~potentially~~we atmay abe ~~loss~~unable to obtain regulatory approvals.

·• WeDelays ~~may~~in beclinical atrials ~~passive~~could ~~foreign~~result ~~investment~~in ~~company,~~increased orcosts ~~“PFIC,”~~to ~~which~~us ~~could~~and ~~result~~delay inour ~~adverse~~ability ~~U.S.~~to ~~federal~~obtain ~~income~~commercial ~~tax~~approval ~~consequences~~and togenerate Urevenue.~~S. investors.~~

·• WeEven ~~may~~if ~~reincorporate~~we incomplete ~~another~~the ~~jurisdiction~~necessary inclinical ~~connection~~trials, ~~with~~we ~~our~~cannot ~~initial~~predict ~~business~~when, ~~combination~~or if, we will obtain regulatory approval for our product candidates and ~~such~~the ~~reincorporation~~approval may ~~result~~be infor ~~taxes~~a ~~imposed~~more onnarrow ~~shareholders~~indication than we seek.

32Risks Related to Our Business and Operations

~~SUMMARY~~• ~~FINANCIAL~~If ~~DATA~~we are unable to retain our key executives, it may delay our development efforts and harm our business, financial condition and results of operations.

~~The~~• ~~following~~We ~~table~~may ~~summarizes~~need ~~the~~to ~~relevant~~increase ~~financial data~~the ~~for~~size of our ~~business~~company and ~~should~~may benot ~~read~~effectively ~~with~~manage our ~~financial statements, which are included in this prospectus~~growth. ~~We have not had any significant operations to date, so only balance sheet data is presented.~~

	February 7, 2022
	Actual			As Adjusted
Balance Sheet Data:
Working capital (deficiency)(1)	$	(225,010	)	$	668,667
Total assets(2)	$	243,677		$	75,668,667
Total liabilities(3)	$	225,010		$	2,625,000
Value of ordinary share subject to possible redemption(4)	$	—		$	75,000,000
Shareholders’ equity (deficit)(5)	$	18,667		$	(1,956,333	)

•

If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.

~~(1)~~• ~~The~~Any ~~“as~~disruption ~~adjusted”~~in ~~calculation~~our ~~includes~~research ~~$650,000~~and ofdevelopment ~~cash~~facilities ~~held~~could ~~outside~~adversely ~~the~~affect ~~trust~~our ~~account~~business, ~~plus~~financial ~~$18,667~~condition ofand ~~actual~~results ~~shareholders’~~of ~~equity at February 7, 2022~~operations.

~~(2)~~Risks ~~The~~Related ~~“as~~to ~~adjusted”~~Our ~~calculation~~Intellectual ~~includes~~Property ~~$75,000,000~~(“IP”) of cash held in trust from the proceeds of this offering and the sale of the private placement shares, plus $650,000 of cash held outside the trust account, plus $18,667 of actual shareholders’ equity at February 7, 2022.

~~(3)~~• ~~The~~If ~~“as~~we ~~adjusted”~~are ~~calculation~~unable ~~includes~~to ~~$2,625,000~~maintain patent protection for our product candidates, or if the ~~deferred~~scope ~~underwriting~~of ~~commissions~~the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.

~~(4)~~• ~~The~~If ~~“as~~our ~~adjusted”~~IP ~~calculation~~rights ~~equals~~are ~~the~~invalidated ~~“as~~or ~~adjusted” total assets~~circumvented, ~~less~~our ~~the~~business ~~“as~~will ~~adjusted”~~be ~~total~~adversely ~~liabilities, plus the “as adjusted” shareholders’ deficit~~affected.

~~(5)~~• ~~Excludes~~Confidentiality ~~7,500,000~~agreements ~~ordinary~~with ~~shares~~employees ~~which~~ may benot ~~redeemed~~prevent indisclosure ~~connection~~of ~~with~~ our ~~initial~~trade ~~business~~secrets ~~combination~~ and ~~assuming~~proprietary noinformation ~~exercise~~and ofmay ~~the~~not ~~over-allotment~~adequately ~~option.~~protect ~~The~~our ~~“as adjusted” calculation equals the “as adjusted” total assets~~IP, ~~less~~which ~~the~~could ~~“as~~limit ~~adjusted” total liabilities, less the value of ordinary shares that may be converted in connection with~~ our ~~initial~~ability ~~business~~to ~~combination ($10~~compete.~~00 per share).~~

33Risks Related to Government Regulations

~~RISK~~• ~~FACTORS~~The regulatory approval processes of the FDA and comparable non-U.S. regulatory authorities are time-consuming and unpredictable, and if we are unable to obtain regulatory approval for our product candidates, our business will be substantially harmed. Moreover, gaining approval for a product candidate in one jurisdiction does not ensure approval in other jurisdictions, which could limit our total market.

An• ~~investment~~If inthe ~~our~~FDA ~~securities~~does ~~involves a~~not ~~high~~conclude ~~degree~~that ofour ~~risk.~~product ~~You~~candidate ~~should~~satisfies ~~consider carefully all of~~ the ~~risks~~requirements ~~described~~for ~~below, together with~~ the ~~other~~Section ~~information~~505(b)(2) ~~contained in~~regulatory ~~this~~approval ~~prospectus~~pathway, ~~before~~or ~~making~~if athe ~~decision~~requirements tofor ~~invest in~~ our ~~units.~~product Ifcandidate ~~any~~under ofSection ~~the~~505(b)(2) ~~following~~are ~~events~~not ~~occur,~~as ~~our~~we ~~business~~expect, ~~financial condition~~the ~~and~~approval ~~operating~~pathway ~~results~~for ~~may~~our beproduct ~~materially~~candidate ~~adversely~~could ~~affected.~~take Insignificantly ~~that event~~longer, ~~the~~cost ~~trading~~significantly ~~price~~more ofand ~~our~~entail ~~securities~~greater ~~could decline~~risks than anticipated, and ~~you~~in ~~could~~either ~~lose~~case ~~all~~may ornot ~~part~~be ~~of your investment~~successful.

~~Risks~~• ~~Relating~~Any approved product candidate will be subject to ~~Our~~ongoing ~~Search~~and ~~for~~continued regulatory requirements, which may result in significant expense and ~~Consummation~~limit ofour orability ~~Inability~~ to ~~Consummate,~~commercialize asuch ~~Business Combination~~products.

~~Our~~10 shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

WeTable may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.Contents

~~Please~~Risks ~~see~~Related ~~the~~to ~~section entitled “Proposed Business — Effecting~~ Our ~~Initial~~Relationship ~~Business~~with ~~Combination~~Scilex ~~— Shareholders may not have the ability to approve our initial business combination” for additional information.~~

~~Your~~• ~~only~~Certain ~~opportunity~~of toour ~~affect~~directors ~~the~~and ~~investment~~officers ~~decision regarding a potential business combination~~ may behave ~~limited~~conflicts toof ~~the~~interest ~~exercise~~because of ~~your~~their ~~right~~positions towith ~~redeem your shares from us for cash~~Scilex.

At• ~~the~~Scilex ~~time~~currently ofperforms ~~your investment in us, you will not be provided with an opportunity to evaluate the specific merits~~ or ~~risks~~supports many of ~~any~~our ~~target~~important ~~businesses~~corporate functions. ~~Since~~Our ~~our~~financial ~~board~~statements ~~of directors~~ may ~~complete~~not anecessarily ~~business~~be ~~combination~~indicative ~~without~~of ~~seeking~~the ~~shareholder~~conditions ~~approval,~~that ~~public~~would ~~shareholders may not~~ have ~~the~~existed ~~right~~ or ~~opportunity to~~our ~~vote~~results onof ~~the~~operations ~~business~~if ~~combination, unless~~ we ~~seek~~had ~~such~~been ~~shareholder~~operated ~~approval.~~as ~~Accordingly,~~an ~~your~~unaffiliated ~~only~~company ~~opportunity~~of toScilex, ~~affect~~and ~~the investment~~we ~~decision~~incurred ~~regarding~~significant acharges ~~potential~~in ~~business~~connection ~~combination~~with ~~may be limited to exercising your redemption rights within~~ the ~~period of~~Business ~~time~~Combination ~~(which~~and will beincur atincremental ~~least~~costs 20as ~~business~~a ~~days)~~stand-alone ~~set forth in our tender offer documents mailed to our~~ public ~~shareholders in which we describe our initial business combination~~company.

If• weOur ~~seek~~Executive ~~shareholder~~Chairman ~~approval~~and ofChief ~~our~~Financial ~~initial~~Officer ~~business combination,~~each ~~our~~holds ~~sponsor~~an ~~and~~executive ~~members~~officer ofposition ~~our~~at ~~management~~Scilex ~~team~~and ~~have~~devotes ~~agreed~~time to ~~vote~~both incompanies, ~~favor~~which ofcould ~~such~~cause ~~initial~~a ~~business~~diversion ~~combination, regardless~~ of ~~how~~their ~~our~~time ~~public~~and ~~shareholders~~attention ~~vote~~from our business.

~~Our~~• ~~initial~~We ~~shareholders~~are ~~will~~controlled ~~own,~~by ~~on an as-converted basis~~Scilex, ~~approximately~~whose ~~20%~~interests ~~of our issued and outstanding ordinary shares immediately following the completion of this offering (not including the private placement shares). Our sponsor and members of our management team also~~ may differ from ~~time~~those ~~to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles~~ of ~~association will provide that, if we seek shareholder approval of~~ our ~~initial~~public business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders ~~who attend and vote at a general meeting of the company~~. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need 2,647,501, or 35.3% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 7,500,000 public shares sold in this offering to be voted in favor of an initial business combination at the meeting in order to have our initial business combination approved. However, assuming only the minimum number of shares representing a quorum (4,852,501 shares or a majority of our issued and outstanding shares) are voted, and assuming the over-allotment option is not exercised, we would need 221,251, or 3.0% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), of the 7,500,000 public shares sold in this offering to be voted in favor of an initial business combination at the meeting in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

34Risks Related to Ownership of Our Common Stock

~~The~~• ~~ability~~If of our ~~public~~operations ~~shareholders~~and toperformance ~~redeem~~do ~~their shares~~not ~~for~~meet ~~cash~~the ~~may~~expectations ~~make~~of ~~our~~investors ~~financial~~or ~~condition~~securities ~~unattractive~~analysts, tothe ~~potential~~market ~~business~~price ~~combination~~of ~~targets,~~our ~~which~~securities may ~~make it difficult for us to enter into a business combination with a target~~decline.

• We ~~may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we~~ have anot ~~minimum~~paid ~~net worth or a certain amount of~~ cash. Ifdividends ~~too~~in ~~many~~the ~~public~~past ~~shareholders~~and ~~exercise their redemption rights,~~ we ~~would~~do not beexpect ~~able~~ to ~~meet~~pay ~~such~~cash ~~closing~~dividends ~~condition and,~~in ~~as a result, would not be able to proceed with~~ the ~~business~~foreseeable ~~combination~~future. ~~Furthermore,~~Any inreturn noon ~~event~~investment ~~will~~may ~~we redeem our public shares in an amount that would cause our net tangible assets to~~ be ~~less~~limited ~~than $5,000,001 either prior~~ to ~~or upon consummation of an initial business combination (so that we do not then become subject to~~ the ~~SEC’s~~capital ~~“penny stock” rules). Consequently~~appreciation, if ~~accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5~~any,~~000,001~~ ~~either prior to or upon consummation~~ of anCommon initial business combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combinationStock. ~~Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.~~

~~The~~Risks ~~ability~~Related ~~of our public shareholders~~ to ~~exercise~~Cryptocurrency ~~redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.~~

At• ~~the~~The ~~time~~Company weintends ~~enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need~~ to ~~structure~~use the ~~transaction~~net ~~based~~proceeds onof ~~our expectations as to~~ the ~~number~~Biconomy ~~of shares that will be submitted for redemption. If a large number of shares are submitted for redemption~~SPA, wewhich ~~may~~as ~~need to restructure the transaction to reserve a greater portion~~ of the ~~cash in~~date ~~the trust account or arrange for additional third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence~~ of ~~indebtedness~~this atprospectus ~~higher~~has ~~than~~not ~~desirable~~closed ~~levels.~~and The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will ~~not~~ be ~~adjusted~~paid ~~for~~in ~~any~~Bitcoin, ~~shares~~to ~~that~~fund ~~are~~investments ~~redeemed~~ in ~~connection~~other ~~with an initial business combination~~companies. The ~~per-share~~price ~~amount~~of weBitcoin will ~~distribute~~likely continue to ~~shareholders who properly exercise their redemption rights will not~~ be ~~reduced~~highly byvolatile, ~~the~~which ~~deferred~~could ~~underwriting~~cause ~~commission and after such redemptions,~~ the ~~amount~~Company’s ~~held~~share inprice ~~trust will continue~~ to ~~reflect~~significantly ~~our obligation to pay the entire deferred underwriting commissions~~fluctuate.

~~The~~• ~~ability~~Our ofcryptocurrency ~~our~~treasury ~~public~~strategy ~~shareholders~~has tonot ~~exercise~~been ~~redemption rights~~implemented ~~with~~or respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your sharestested.

• If ~~our~~any ~~initial business combination agreement requires us to use a portion~~ of the ~~cash~~digital inassets ~~the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability~~ that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we ~~liquidate~~hold ~~the trust account. If you~~ are inclassified ~~need~~as ofa ~~immediate liquidity~~security, ~~you~~we ~~could attempt to sell your shares in the open market; however, at such time our shares~~ may ~~trade~~be atsubject ~~a discount~~ to ~~the~~extensive ~~pro rata amount per share in the trust account. In either situation~~regulation, ~~you~~which ~~may suffer~~could aresult ~~material loss on your investment or lose the benefit of funds expected~~ in ~~connection~~significant ~~with~~costs ~~our redemption until we liquidate~~ or ~~you~~force ~~are~~us ~~able~~ to ~~sell~~cease ~~your shares in the open market~~operations.

35Corporate Information

~~The~~We ~~requirement~~were ~~that~~incorporated weunder ~~consummate~~the anname ~~initial~~“Denali ~~business combination~~Capital ~~within~~Acquisition 15Corp.” ~~months~~on ~~after~~January 5, ~~the~~2022 ~~closing~~as ofa ~~this~~Cayman ~~offering~~Islands ~~(or~~exempted upcompany tofor 21the ~~months,~~purpose asof ~~applicable) may~~effecting ~~give~~a ~~potential~~merger, ~~target~~share ~~businesses~~exchange, ~~leverage~~asset ~~over~~acquisition, usshare inpurchase, ~~negotiating~~reorganization aor similar business combination ~~and~~with ~~may~~one ~~limit~~or ~~the~~more ~~time~~businesses weor ~~have~~entities. inOn ~~which to~~September 22, ~~conduct~~2025, ~~due~~we ~~diligence~~changed onour ~~potential~~jurisdiction ~~business~~of ~~combination~~incorporation ~~targets,~~by inderegistering ~~particular~~ as wea ~~approach~~Cayman ~~our~~Islands ~~dissolution~~exempted ~~deadline,~~company ~~which could~~and ~~undermine~~continuing ~~our~~and ~~ability~~domesticating toas ~~complete~~a ~~our~~corporation ~~initial~~incorporated ~~business~~under ~~combination~~the onlaws ~~terms~~of ~~that~~the ~~would~~State ~~produce~~of ~~value~~Delaware. ~~for~~On September 22, 2025, we changed our ~~shareholders~~name to “Semnur Pharmaceuticals, Inc.”

~~Any~~Our ~~potential~~principal ~~target~~executive ~~business~~offices ~~with~~are ~~which~~located weat 960 ~~enter into~~San ~~negotiations~~Antonio ~~concerning~~Road, aPalo ~~business~~Alto, ~~combination~~California 94303, ~~will~~and beour ~~aware~~telephone ~~that~~number weis ~~must~~(650) 516-4310. ~~consummate~~Our anwebsite ~~initial~~address ~~business~~is ~~combination~~www.semnurpharma.com. ~~within 15~~Any ~~months~~information ~~from~~contained ~~the~~on, ~~closing of this offering (~~or upthat tocan 21be ~~months~~accessed through, asour ~~applicable).~~website ~~Consequently, such~~is ~~target~~not ~~business~~incorporated ~~may~~by ~~obtain~~reference ~~leverage~~into, ~~over~~nor usis it in ~~negotiating~~any away ~~business~~part ~~combination,~~of ~~knowing~~this ~~that~~prospectus ifand weshould do not ~~complete~~be ~~our initial~~relied ~~business~~upon ~~combination~~in connection with ~~that~~making ~~particular~~any ~~target~~decision ~~business,~~with werespect ~~may~~to bean ~~unable~~investment toin ~~complete~~ our ~~initial~~securities. ~~business~~We ~~combination with~~are ~~any~~required ~~target~~to ~~business.~~file ~~This~~annual, ~~risk~~quarterly ~~will~~and ~~increase~~current asreports, weproxy ~~get~~statements ~~closer~~and toother ~~the~~information ~~time~~with ~~frame~~the ~~described above~~SEC. InYou ~~addition, we~~ may ~~have limited~~obtain ~~time~~any toof ~~conduct~~the ~~due~~documents ~~diligence~~filed ~~and~~by ~~may~~us ~~enter~~with ~~into~~the ~~our~~SEC ~~initial~~at ~~business~~no ~~combination~~cost onfrom ~~terms~~the ~~that~~SEC’s wewebsite ~~would~~at ~~have rejected upon a more comprehensive investigation~~http://www.sec.gov.

~~Our~~11 search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.

TheTable COVID-19 pandemic, together with resulting voluntary and U.S. federal and state and non-U.S. governmental actions, including, without limitation, mandatory business closures, public gathering limitations, restrictions on travel and quarantines, has meaningfully disrupted the global economy and markets. Although the long-term economic fallout of COVID-19 is difficult to predict, it has and is expected to continue to have ongoing material adverse effects across many, if not all, aspects of the regional, national and global economy. The COVID-19 outbreak has, and a significant outbreak of other infectious diseases could, result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.Contents

InTHE ~~addition,~~OFFERING our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity in third party financing being unavailable on terms acceptable to us or at all.

36Issuance of Common Stock by Us

WeShares ~~may~~of ~~not~~Common beStock ~~able~~offered toby ~~consummate~~us anUp ~~initial~~to ~~business combination~~8,760,000 ~~within~~shares, 15issuable ~~months~~upon ~~after~~ the ~~closing~~exercise of ~~this offering~~ (ori) ~~up to 21 months~~510,000 asPrivate ~~applicable), in~~Warrants ~~which~~by ~~case we would cease all operations except for~~ the ~~purpose~~holders ofthereof ~~winding up~~ and we(ii) ~~would~~8,250,000 ~~redeem~~Public ~~our~~Warrants ~~public~~by ~~shares~~the ~~and~~holders ~~liquidate~~thereof.

WeShares ~~may not be able to find a suitable target business and consummate an initial business combination within 15 months after the closing~~ of ~~this~~Common ~~offering~~Stock ~~(or up~~outstanding toprior ~~21 months, as applicable). Our ability~~ to ~~complete~~exercise ~~our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak~~ of COVID-19 continues to grow both in the United States and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third party financing being unavailable on terms acceptable to us or at all. ~~Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time period, we will:~~ Warrants(i1) ~~cease~~ ~~all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem the public shares~~229, ~~at a per-share price~~740,978 payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ~~our~~Common remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable lawStock. Our amended and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

WeShares ~~may~~of ~~issue~~Common ~~our~~Stock ~~shares~~outstanding toassuming ~~investors~~exercise inof ~~connection~~all ~~with our~~Warrants ~~initial~~238,500,978 ~~business~~shares ~~combination at a price that is less than the prevailing market price~~ of ~~our~~Common ~~shares at that time~~Stock.

InExercise ~~connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a~~ price of Warrants $1011.0050 per share~~. The~~, ~~purpose~~subject ~~of such issuances will be~~ to ~~enable~~adjustment usas todescribed ~~provide sufficient liquidity to the post-business combination entity~~herein. ~~The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.~~

IfUse weof ~~seek~~Proceeds ~~shareholder~~We ~~approval~~will receive up to an aggregate of ~~our~~approximately ~~initial~~$100.74 ~~business combination~~million from the exercise of the Warrants, ~~our~~consisting ~~sponsor~~of up to 510,000 ~~directors~~Private Warrants and up to 8,250,000 ~~executive~~Public ~~officers~~Warrants, ~~advisors~~assuming ~~and~~the ~~their~~exercise ~~affiliates~~in ~~may~~full ~~elect~~of all of the Warrants for cash. We expect to ~~purchase~~use ~~public~~the ~~shares~~net orproceeds ~~warrants~~from the exercise of the Warrants for cash for working capital and general corporate purposes, which may ~~influence~~include acapital ~~vote~~expenditures, onresearch aand ~~proposed~~development ~~business~~expenditures, ~~combination~~regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and ~~reduce~~investments, business combinations and the ~~public~~repayment, ~~“float”~~refinancing, ofredemption ~~our~~or ~~Class A~~repurchase ~~ordinary shares~~of indebtedness or ~~public~~capital ~~warrants~~stock. See “Use of Proceeds” elsewhere in this prospectus.

IfResale ~~we seek shareholder approval~~ of ~~our~~Common ~~initial business~~Stock ~~combination~~ and wePrivate doWarrants ~~not~~by ~~conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender offer~~Selling ~~rules,~~Securityholders our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares or warrants in such transactions.

InShares the event that our sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of ~~any~~Common ~~such~~Stock ~~transaction~~offered ~~could~~by ~~be to (1) vote in favor of~~ the ~~business~~Selling ~~combination~~Securityholders ~~and~~Up ~~thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted~~ to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination203, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition737,349 ~~if such purchases are made, the public “float” of our Class A ordinary~~ shares or ~~public warrants may be reduced and the number~~ of ~~beneficial holders of~~ our ~~securities~~Common ~~may be reduced~~Stock, ~~which~~consisting ~~may make it difficult to maintain or obtain the quotation, listing or trading~~ of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Effecting Our Initial Business Combination — Permitted purchases and other transactions with respect to our securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.:

37• up to 2,072,500 Sponsor Shares;

If• aup ~~shareholder fails~~ to ~~receive notice of our offer to redeem our public shares in connection with our initial business combination~~510,000 orPrivate ~~fails~~Warrant ~~to comply with the procedures for tendering its shares, such shares may not be redeemed.~~Shares;

We• ~~will~~up comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to ~~receive our proxy solicitation or tender offer materials~~188, ~~as applicable~~554,849 ~~such~~Scilex shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Proposed Business — Effecting Our Initial Business Combination — Tendering share certificates in connection with a tender offer or redemption rights.”Shares;

As• ~~the~~up ~~number~~to ~~of special purpose acquisition companies evaluating targets increases~~100,000 ~~attractive~~Underwriter ~~targets~~Shares; ~~may become scarcer~~ and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

In• ~~recent~~up ~~years,~~to the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination12, ~~and there are still many special purpose acquisition companies preparing for an initial public offering~~500,000 asBiconomy ~~well~~Resale ~~as many such companies currently in registration~~Shares. ~~As a result, at times, fewer attractive targets may be available to consummate an initial business combination.~~

InWarrants ~~addition,~~offered ~~because~~by ~~there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets,~~ the ~~competition~~Selling ~~for~~Warrantholders ~~available targets~~Up ~~with attractive fundamentals or business models may increase, which could cause targets companies~~ to ~~demand improved financial terms. Attractive deals could also become scarcer for other reasons~~510,000 ~~such~~Private ~~as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination~~Warrants. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors or at all.

~~Because~~Redemption ofThe ~~our~~Warrants ~~limited~~are ~~resources~~redeemable and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,. onSee ~~the~~“Description ~~liquidation~~ of ~~our~~Securities ~~trust~~— ~~account~~Warrants” ~~and~~for ~~our~~further ~~warrants will expire worthless~~discussion.

WeUse expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of ~~businesses we~~proceeds ~~intend~~We to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will benot ~~relatively~~receive ~~limited~~any ~~when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net~~ proceeds offrom ~~this offering and~~ the sale of ~~the~~shares ~~private placement units, our ability to compete with respect to the acquisition~~ of ~~certain~~Common ~~target~~Stock ~~businesses~~or ~~that~~Private ~~are~~Warrants ~~sizable will be limited~~ by ~~our available financial resources. This inherent competitive limitation gives others an advantage in pursuing~~ the ~~acquisition~~Selling ~~of certain target businesses. Furthermore~~Securityholders, weexcept ~~are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction~~ with arespect ~~shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available~~ to usamounts ~~for~~received ~~our~~by ~~initial business combination. Any of these obligations may place~~ us atupon ~~a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within~~ the ~~required~~exercise ~~time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation~~ of ~~our trust account and our warrants will expire worthless. See “— If third parties bring claims against us,~~ the ~~proceeds~~Private ~~held~~Warrants infor ~~the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10~~cash.~~00 per public share” and other risk factors herein.~~

38Lock-up restrictions Certain of the securities held by the Selling Securityholders are subject to certain restrictions on transfer until the date that is one year after the Closing Date. See the section of this prospectus titled “Selling Securityholders”.

If12 the net proceeds of this offering and the sale of the private placement units not being held in the trust account are insufficient to allow us to operate for the 15 months following the closing of this offering (or up to 21 months, as applicable), it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

OfTable the net proceeds of this offering and the sale of the private placement units, only approximately $650,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon the closing of this offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least the 15 months following the closing of this offering (or up to 21 months, as applicable); however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.Contents

InMarket ~~the~~for ~~event that~~ our ~~offering~~Common ~~expenses~~Stock ~~exceed our~~and ~~estimate~~Public ofWarrants ~~$1,150,000,~~Our weCommon ~~may~~Stock ~~fund~~and ~~such~~Public ~~excess~~Warrants ~~with~~trade ~~funds~~on ~~not to be held in~~ the ~~trust~~Pink ~~account.~~Limited InMarket ~~such case, unless funded by the proceeds~~ of ~~loans available from our sponsor, its affiliates or members of our management team~~ the ~~amount~~OTC ofMarkets funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,150,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under ~~any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside~~ the ~~trust~~ ~~account~~symbols or“SMNR” from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “ ~~— If third parties bring claims against us~~SMNRW”, ~~the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10~~respectively.~~00 per public share” and other risk factors herein.~~

39Risk Factors See “Risk Factors” beginning on page 14 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the securities being offered by this prospectus.

~~After~~(1) ~~our~~The ~~completion~~number of ~~our~~shares ~~initial~~of ~~business~~Common ~~combination, we~~Stock ~~may~~outstanding beassumes ~~required to take write-downs or write-offs, restructuring and impairment or other charges~~ that ~~could~~an ~~have~~aggregate aof ~~significant negative effect on our financial condition~~229,740,978 ~~results~~shares ofare ~~operations~~outstanding ~~and~~as ~~the price~~ of ~~our~~October ~~securities~~6, ~~which~~2025, ~~could~~and ~~cause you to lose some or all of your investment.~~excludes:

~~Even~~• ~~if we conduct extensive due diligence on a target business with which we combine~~50, ~~we cannot assure you that this diligence will identify all material issues with a particular target business~~000,000 ~~that~~shares ~~it would be possible to uncover all material issues through a customary amount~~ of ~~due~~Common ~~diligence,~~Stock orissuable ~~that factors~~upon ~~outside of~~ the ~~target~~exercise ~~business and outside~~ of ~~our~~stock ~~control~~options ~~will~~outstanding ~~not~~under ~~later~~Semnur’s ~~arise.~~2024 AsStock aOption ~~result~~Plan of(the ~~these~~“2024 ~~factors,~~Stock weOption ~~may~~Plan”) be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with ~~our preliminary risk analysis. Even though these charges may be non-cash items and not have~~ an ~~immediate~~exercise ~~impact~~price ~~on our liquidity, the fact that we report charges~~ of ~~this nature could contribute to negative market perceptions about us or our securities~~$1.27 Inper addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.share;

If• ~~third~~6,250,000 ~~parties~~shares ~~bring~~of ~~claims~~Common ~~against~~Stock ~~us,~~issuable ~~the~~upon ~~proceeds held in~~ the ~~trust~~closing ~~account~~of ~~could be reduced and~~ the ~~per-share~~transactions ~~redemption~~contemplated ~~amount received~~ by ~~shareholders~~the ~~may~~Biconomy beSPA; ~~less than $10.00 per public share.~~and

~~Our~~• ~~placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors~~1, ~~service providers (other than our independent registered public accounting firm)~~250,000 ~~prospective~~shares ~~target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim~~ of ~~any~~Common ~~kind~~Stock inissuable orupon ~~to any monies held in~~ the ~~trust~~closing ~~account for~~of the ~~benefit~~transactions ofcontemplated ~~our~~by ~~public~~that ~~shareholders,~~certain ~~such~~securities ~~parties~~purchased ~~may~~agreement ~~not~~by ~~execute~~and ~~such~~among ~~agreements,~~the ~~or even if they execute such agreements~~Company, ~~they~~ ~~may~~Legacy ~~not~~Semnur beand ~~prevented from bringing claims against~~ the ~~trust~~investor ~~account,~~named ~~including~~therein, ~~but~~dated ~~not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims,~~ as ~~well as claims challenging the enforceability~~ of ~~the~~August ~~waiver~~20, ~~in each~~2025 ~~case in order to gain advantage with respect to a claim against our assets, including~~ (the ~~funds~~“PIPE ~~held in the trust account~~SPA”). If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

~~Examples~~13 of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 21 months, as applicable), or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.

40Table of Contents

~~However,~~RISK weFACTORS have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~The~~Investing in our securities ininvolves ~~which~~a wehigh ~~invest~~degree of risk. Before making an investment decision, you should consider carefully the ~~proceeds~~following ~~held~~ risk factors, as well as the other information set forth in this prospectus, including matters addressed in the ~~trust~~section ~~account~~of ~~could~~this ~~bear~~prospectus atitled ~~negative~~“Cautionary ~~rate~~Note Regarding Forward-Looking Statements”. If any of ~~interest~~these risks actually occur, ~~which~~it ~~could~~may ~~reduce~~materially ~~the~~harm ~~interest~~our ~~income~~business, ~~available~~financial ~~for~~condition, ~~payment~~liquidity and results of ~~taxes or~~operations. ~~reduce~~As a result, the ~~value~~market price of our securities could decline, and you could lose all or part of your investment. Additionally, the ~~assets~~risks ~~held~~and uncertainties described in ~~trust~~this ~~such~~prospectus, ~~that~~any ~~the~~prospectus ~~per~~supplement, any post-~~share~~effective ~~redemption~~amendment ~~amount~~or ~~received~~in any document incorporated by ~~shareholders~~reference herein or therein are not the only risks and uncertainties that we face. We may beface ~~less than~~additional ~~$10~~risks and uncertainties that are not presently known to us, or that we currently deem immaterial.00 ~~per~~The ~~share~~following discussions should be read in conjunction with our financial statements and the notes to the financial statements included therein.

~~The~~Risks ~~net~~Related ~~proceeds~~to ofOur ~~this~~Limited ~~offering~~Operating ~~and certain proceeds from the sale of the private placement units~~History, inFinancial ~~the~~Condition amount of $75,000,000, will be only be invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and ~~Japan~~Capital ~~pursued~~Requirements interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may withdraw to pay income taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income. If the balance of the trust account is reduced below $75,000,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

~~Our~~We ~~directors~~are ~~may~~a ~~decide~~late-stage ~~not~~clinical tospecialty ~~enforce~~pharmaceutical ~~the~~company ~~indemnification obligations~~and ofhave ~~our~~incurred ~~sponsor,~~significant ~~resulting~~losses insince aour ~~reduction~~inception. inWe ~~the~~anticipate ~~amount~~that ofwe ~~funds~~will inincur ~~the~~continued ~~trust~~losses ~~account available~~ for ~~distribution~~the ~~to our~~foreseeable ~~public shareholders~~future.

InWe ~~the event that the proceeds in the trust account~~ are ~~reduced~~a ~~below~~late-stage ~~the~~clinical ~~lesser~~biopharmaceutical ofcompany ~~(i) $10.00~~focused ~~per~~on ~~public~~developing ~~share~~ and ~~(ii) the~~commercializing ~~actual~~innovative ~~amount~~non-opioid ~~per~~pain ~~public~~management ~~share~~products ~~held~~for in the ~~trust account~~treatment as of ~~the~~acute ~~date~~and ofchronic ~~the~~pain, ~~liquidation~~and ofwe ~~the~~have ~~trust~~a ~~account,~~limited ifoperating ~~less~~history. ~~than~~We ~~$10.00~~have ~~per~~not ~~public~~commenced ~~share~~revenue-producing ~~due~~operations and to ~~reductions~~date, inwe ~~the~~have ~~value of~~focused ~~the~~on ~~trust~~organizing ~~assets,~~and instaffing ~~each~~our ~~case~~company, ~~net~~business ofplanning, ~~the~~raising ~~interest~~capital, ~~that~~identifying ~~may~~potential benon-opioid ~~withdrawn~~pain totherapy ~~pay~~candidates, ~~our~~undertaking ~~tax~~preclinical ~~obligations,~~studies and ~~our~~clinical ~~sponsor~~trials ~~asserts that~~of itour isproduct ~~unable~~candidate toand ~~satisfy~~establishing ~~its~~research ~~obligations~~and ordevelopment ~~that~~collaborations. itOur ~~has~~relatively noshort ~~indemnification~~operating ~~obligations~~history ~~related~~as to a ~~particular~~company ~~claim,~~makes ~~our~~any ~~independent directors~~assessment ~~would~~of ~~determine~~our ~~whether~~future tosuccess ~~take~~and ~~legal~~viability ~~action~~subject ~~against our sponsor~~ to ~~enforce~~significant ~~its indemnification obligations~~uncertainty.

~~While~~Investment wein ~~currently~~biopharmaceutical ~~expect~~product ~~that~~development ~~our~~is ~~independent directors~~highly ~~would~~speculative ~~take~~because ~~legal~~it ~~action~~entails onsubstantial ~~our~~upfront ~~behalf~~capital ~~against~~expenditures ~~our~~and ~~sponsor~~significant torisk ~~enforce~~that ~~its~~any ~~indemnification~~potential ~~obligations~~product tocandidate ~~us,~~will itfail isto ~~possible that~~demonstrate ~~our~~adequate ~~independent~~effect ~~directors~~or inan ~~exercising~~acceptable ~~their~~safety ~~business~~profile, ~~judgment~~gain regulatory approval and ~~subject~~become tocommercially ~~their~~viable. ~~fiduciary~~We ~~duties~~will ~~may~~encounter ~~choose~~risks ~~not~~and todifficulties ~~do so~~frequently inexperienced ~~any~~by ~~particular~~early-stage ~~instance.~~biopharmaceutical Ifcompanies ~~our~~in ~~independent~~rapidly ~~directors~~evolving ~~choose~~fields, ~~not~~and towe ~~enforce~~have ~~these~~not ~~indemnification~~yet ~~obligations,~~demonstrated ~~the~~an ~~amount of~~ability ~~funds~~to inovercome ~~the~~such ~~trust~~risks ~~account~~and ~~available~~difficulties ~~for~~successfully. ~~distribution~~Our ability to execute on our ~~public~~business ~~shareholders~~model ~~may~~and begenerate ~~reduced~~revenues ~~below~~depends ~~$10.00~~on ~~per~~a ~~public~~number ~~share.~~of factors including our ability to:

41• successfully complete ongoing pre-clinical studies and clinical trials and obtain regulatory approvals for our current and future product candidates;

We• ~~may~~identify ~~not~~new ~~have~~acquisition ~~sufficient~~or ~~funds~~in-licensing ~~to satisfy indemnification claims of our directors and executive officers.~~opportunities;

We• ~~have~~successfully ~~agreed~~identify tonew ~~indemnify~~product ~~our~~candidates ~~officers~~ and ~~directors to~~advance ~~the~~those ~~fullest~~product ~~extent~~candidates ~~permitted~~into bypre-clinical ~~law.~~studies ~~However, our officers~~ and ~~directors~~clinical have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.trials;

~~Involvement~~• ofraise ~~members~~additional offunds ~~our~~when ~~management~~needed and ~~companies with~~on ~~which~~terms ~~they~~acceptable ~~are affiliated in civil disputes and litigation, governmental investigations or negative publicity unrelated~~ to ~~our~~ ~~business affairs could materially impact our ability to consummate an initial business combination.~~us;

~~Our~~• ~~directors~~attract and ~~officers~~retain ~~and~~experienced companies with which they are affiliated have been, and in the future will continue to be, involved in a wide variety of business affairs, including transactions, such as sales and purchases of businesses, and ongoing operations. As a result of such involvement, members of our management and ~~companies~~advisory with which they are affiliated in have been, and may in the future be, involved in civil disputes, litigation, governmental investigations and negative publicity relating to their business affairs. Any such claims, investigations, lawsuits or negative publicity may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination in a material manner and may have an adverse effect on the price of our securities.teams;

We• ~~may~~add ~~face~~operational, ~~risks~~financial ~~related~~and management information systems and personnel, including personnel to ~~financial~~support ~~services~~clinical, ~~businesses.~~pre-clinical manufacturing and planned future commercialization efforts and operations;

~~Business~~• ~~combinations~~launch ~~with~~commercial ~~financial~~sales ~~services businesses~~of ~~may~~our ~~involve~~current ~~special considerations~~ and ~~risks.~~future Ifproduct wecandidates, ~~complete~~whether ~~our~~alone ~~initial~~or ~~business~~in ~~combination~~collaboration with ~~a financial services business, we will be subject to the following risks, any of which could be detrimental to us and the business we acquire:~~others;

·• ifinitiate ~~the company or business we acquire provides products or services which relate to the facilitation of financial transactions, such as funds or securities settlement system,~~ and ~~such~~continue ~~product~~relationships orwith ~~service~~third-party ~~fails~~suppliers ~~or is compromised, we may be subject to claims from both the firms to whom we provide our products~~ and ~~services and the clients they serve~~manufacturers;

·• ifset weacceptable ~~are~~prices ~~unable~~for tocurrent ~~keep~~and ~~pace~~future ~~with~~product ~~evolving~~candidates ~~technology~~ and ~~changes~~obtain incoverage ~~the financial services industry, our revenues~~ and ~~future~~adequate ~~prospects~~reimbursement ~~may~~from ~~decline~~third-party payors;

·14 ~~our ability to provide financial products and services to customers may be reduced or eliminated by regulatory changes;~~

·Table any business or company we acquire could be vulnerable to cyberattack or theft of individual identities or personal data;Contents

·• ~~difficulties~~achieve ~~with~~market ~~any~~acceptance ~~products~~of orcurrent ~~services~~and wefuture ~~provide~~product ~~could~~candidates ~~damage~~in ~~our~~the ~~reputation~~medical community and ~~business~~with third-party payors and consumers; and

·• amaintain, ~~failure~~expand ~~to comply with privacy regulations could adversely affect relations with customers~~ and ~~have~~protect aour ~~negative~~intellectual ~~impact~~property ~~on business; and~~portfolio.

·If we cannot successfully execute any one of the foregoing, our business may not besucceed ~~able~~or tobecome ~~protect~~profitable. Since our ~~intellectual~~inception, ~~property~~we have incurred significant net losses, with net losses of $4.7 million and $3.3 million for the years ended December 31, 2024 and 2023, respectively. For the six months ended June 30, 2025 and 2024, we ~~may~~had benet ~~subject~~losses of $1.7 million and $2.6 million, respectively. As of June 30, 2025, we had an accumulated deficit of approximately $117.0 million. For the foreseeable future, we expect to ~~infringement~~continue ~~claims~~to incur significant expenses related to the research and development of our product candidate, SP-102. We expect to incur substantial losses for the foreseeable future and may never become profitable.

42We are subject to risks incidental to the development of new biopharmaceutical products, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations.

~~Any~~We ~~of the foregoing could~~ have anonly ~~adverse~~one ~~impact on~~product ~~our~~candidate, ~~operations following a business combination. However~~SP-102, ~~our~~no ~~efforts~~products inapproved ~~identifying~~for ~~prospective~~commercial ~~target businesses will not be limited to financial services businesses. Accordingly~~sale, ifhave wenever ~~acquire~~generated aany ~~target~~revenue ~~business~~from inproduct ~~another~~sales ~~industry, these risks will likely not affect us~~ and wemay ~~will~~never be ~~subject to other risks attendant with the specific industry in which we operate or target business which we acquire, none of which can be presently ascertained~~profitable.

~~If,~~We ~~after~~currently weonly ~~distribute~~have ~~the~~one ~~proceeds~~product incandidate, ~~the~~SP-102. ~~trust~~Our ~~account~~ ability to generate revenue from product sales and achieve profitability will depend on our ~~public~~ability, ~~shareholders~~alone or with collaborators, weto ~~file~~successfully acomplete ~~bankruptcy~~the ordevelopment ~~winding-up~~of, ~~petition~~and orobtain anthe ~~involuntary~~regulatory ~~bankruptcy~~approvals ornecessary ~~winding~~to commercialize, SP-up102 ~~petition~~and ~~is filed~~any ~~against~~future usproduct ~~that~~candidates, isif ~~not~~any. ~~dismissed,~~As a ~~bankruptcy~~result, orwe ~~insolvency~~intend ~~court~~to ~~may~~devote ~~seek~~a tosubstantial ~~recover~~portion ~~such~~of ~~proceeds,~~our research and development resources and business efforts to the ~~members~~development of ~~our~~ ~~board~~SP-102. ofWe ~~directors~~do ~~may~~not beanticipate ~~viewed~~generating asrevenues ~~having~~from ~~breached~~product ~~their~~sales ~~fiduciary~~for ~~duties~~the tonext ~~our~~several ~~creditors~~years, ~~thereby~~if ~~exposing~~ever. ~~the~~Our ~~members~~ability ~~of our~~to ~~board~~generate offuture ~~directors~~revenue ~~and~~from usproduct tosales ~~claims~~depends ofheavily ~~punitive~~on ~~damages.~~our, or our future collaborators’, ability to successfully:

~~If,~~• ~~after~~identify weadditional ~~distribute~~product ~~the~~candidates proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and~~/or~~ ~~bankruptcy~~complete orresearch insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and~~/or~~ ~~having~~preclinical ~~acted in bad faith, thereby exposing itself~~ and usclinical todevelopment ~~claims~~ of ~~punitive~~SP-102 ~~damages,~~and byany ~~paying~~other ~~public~~product ~~shareholders~~candidates ~~from~~we ~~the~~may ~~trust account prior to addressing the claims of creditors.~~identify;

~~If,~~• ~~before~~seek ~~distributing~~and ~~the~~obtain ~~proceeds~~regulatory in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and ~~the~~marketing ~~per-share~~approvals ~~amount~~for ~~that~~any ~~would~~product ~~otherwise~~candidates befor ~~received~~which bywe ~~our~~complete ~~shareholders~~clinical ~~in connection with our liquidation may be reduced.~~trials;

~~If,~~• ~~before~~launch ~~distributing~~and ~~the~~commercialize ~~proceeds~~any inproduct ~~the~~candidates ~~trust account~~for towhich ~~our public shareholders,~~ we ~~file~~obtain aregulatory ~~bankruptcy~~and ormarketing ~~winding-up~~approval ~~petition~~by orestablishing ana ~~involuntary~~sales ~~bankruptcy or winding-up petition is filed against us that is not dismissed~~force, ~~the~~marketing ~~proceeds~~and ~~held~~distribution ininfrastructure ~~the trust account could be subject to applicable bankruptcy~~ or ~~insolvency law~~, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust accountalternatively, ~~the~~collaborating ~~per-share amount that would otherwise be received by our shareholders in connection~~ with ~~our~~a ~~liquidation~~commercialization ~~may be reduced.~~partner;

If• wequalify ~~are~~for ~~deemed~~coverage toand beadequate anreimbursement ~~investment~~by ~~company~~government ~~under the Investment Company Act, we may be required to institute burdensome compliance requirements~~ and ~~our~~third-party ~~activities~~payors ~~may~~for beany ~~restricted, which~~product ~~may~~candidates ~~make it difficult~~ for uswhich towe ~~complete~~obtain ~~our~~regulatory ~~initial~~and ~~business~~marketing ~~combination.~~approval;

If• wedevelop, ~~are~~maintain, ~~deemed~~and toenhance bea ansustainable, ~~investment~~scalable, ~~company~~reproducible, ~~under the~~and ~~Investment~~transferable ~~Company~~manufacturing ~~Act,~~process ~~our~~for ~~activities~~the ~~may~~product becandidates ~~restricted,~~we ~~including:~~may develop;

·• ~~restrictions~~establish onand maintain supply and manufacturing relationships with third parties that can provide adequate, in both amount and quality, products and services to support clinical development and the ~~nature~~market ofdemand ~~our~~for ~~investments;~~any product candidates for which we obtain regulatory and marketing approval;

·• ~~restrictions~~obtain onmarket ~~the~~acceptance ~~issuance~~ of ~~securities,~~any ~~each~~product ofcandidates ~~which~~as ~~may~~viable ~~make~~treatment ~~it difficult for us to complete our initial business combination.~~options;

In• ~~addition,~~address wecompeting ~~may~~technological ~~have~~and ~~imposed~~market ~~upon us burdensome requirements, including:~~developments;

·• ~~registration~~implement asinternal ansystems ~~investment~~and ~~company~~infrastructure, ~~with~~as ~~the SEC~~needed;

·• ~~adoption~~negotiate offavorable aterms ~~specific~~in ~~form~~any ofcollaboration, ~~corporate~~licensing ~~structure;~~or other arrangements into which we may enter, and perform our obligations in such arrangements;

·15 ~~reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.~~

43Table of Contents

In• ~~order not to be regulated as an investment company under the Investment Company Act~~maintain, ~~unless we can qualify for an exclusion~~protect, ~~we must ensure that we are engaged primarily in a business other than investing~~enforce, ~~reinvesting~~defend ~~or trading of securities~~ and ~~that~~expand our ~~activities~~portfolio doof ~~not~~intellectual ~~include~~property ~~investing~~rights, ~~reinvesting~~including patents, ~~owning,~~ ~~holding~~trade orsecrets ~~trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities~~ and ~~cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post~~know-~~transaction~~how, ~~business~~in ~~or assets for~~ the ~~long~~United ~~term.~~States Weand ~~do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.~~internationally;

We• doavoid ~~not~~and ~~believe~~defend ~~that~~against our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2athird-7party ~~promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement~~interference, ~~the trustee~~infringement isand ~~not permitted to invest in~~ other ~~securities~~intellectual orproperty ~~assets.~~claims By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the ~~manner~~United ofStates a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, as applicable) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary sharesinternationally; or (iii) absent our completing an initial business combination within 15 months from the closing of this offering (or up to 21 months, as applicable), our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. We are aware of litigation against other special purpose acquisition companies asserting that notwithstanding the foregoing, the entity should be considered an investment company.and

We• ~~cannot guarantee that we will not be subject to the Investment Company Act. If we do not invest the proceeds as discussed above~~attract, wehire may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and ~~may~~retain ~~hinder~~qualified ~~our ability to complete a business combination~~personnel.

~~Changes~~Even inif ~~laws~~one or ~~regulations~~more of the product candidates we develop are approved for commercial sale, orwe aanticipate ~~failure~~incurring tosignificant ~~comply~~ costs associated with commercializing any ~~laws~~approved ~~and~~product ~~regulations,~~candidate. ~~may~~Our ~~adversely~~expenses ~~affect~~could ~~our~~increase ~~business~~beyond expectations if we are required by the FDA, ~~including~~the ~~our~~European ~~ability~~Medicines Agency (the “EMA”) or other regulatory authorities to ~~negotiate~~perform clinical and ~~complete~~other ~~our~~studies ~~initial~~in ~~business combination,~~addition ~~and~~to ~~results~~those ofthat ~~operations~~we currently anticipate.

WeMany ~~are~~of ~~subject~~the tofactors ~~laws~~listed ~~and~~above ~~regulations~~are ~~enacted by~~beyond ~~national,~~our ~~regional~~control and ~~local~~could ~~governments.~~cause Inus ~~particular,~~to weexperience ~~will~~significant bedelays ~~required~~or toprevent ~~comply~~us ~~with~~from ~~certain~~completing ~~SEC~~the ~~and~~development ~~other~~of ~~legal~~our ~~requirements. Compliance~~current ~~with,~~ and ~~monitoring~~future ofproduct candidates, ~~applicable~~obtaining ~~laws~~regulatory ~~and~~approvals ~~regulations~~or ~~may~~commercializing beour ~~difficult,~~product ~~time consuming and costly~~candidates. ~~Those~~Even ~~laws~~if ~~and regulations~~we ~~and~~do ~~their~~achieve ~~interpretation~~profitability, ~~and~~we ~~application~~ may ~~also~~not ~~change~~be ~~from~~able ~~time~~ to ~~time~~sustain ~~and~~or ~~those~~increase ~~changes~~profitability ~~could~~on ~~have~~ a ~~material adverse~~quarterly ~~effect~~or onannual ~~our business, investments and results of operations~~basis. InA ~~addition, a~~ failure to ~~comply~~become ~~with applicable laws~~ or ~~regulations,~~ asremain ~~interpreted~~profitable ~~and applied,~~ could ~~have~~result in a ~~material~~decline ~~adverse~~in ~~effect~~the onvalue ~~our~~of ~~business, including~~ our ~~ability~~company ~~to negotiate~~ and ~~complete~~could ~~our~~also ~~initial~~cause ~~business~~you ~~combination,~~to ~~and~~lose ~~results~~all or part of ~~operations~~your investment.

44We currently have no sales and marketing organization. If we are unable to establish satisfactory sales and marketing capabilities or secure a third-party sales and marketing relationship, we may not be able to successfully commercialize SP-102 or any future product candidates, if any.

IfAt present, we have ~~not~~no ~~consummated~~sales anor ~~initial~~marketing ~~business~~personnel. ~~combination within~~We 15intend ~~months~~to ~~from~~leverage the ~~closing~~sales force and marketing capacities of ~~this~~our ~~offering~~parent ~~(or~~company, upScilex, to 21commercialize ~~months~~our current product candidate, asSP-102, ~~applicable)~~if approved. As we further grow after the launch of the SP-102, if approved, we will establish our ~~public~~sales, ~~shareholders~~marketing or product distribution strategy for our product candidates. We may beuse ~~forced~~strategic topartners, ~~wait~~distributors, ~~beyond~~a ~~such~~contract 15sales ~~months~~force (or upestablish toour 21own ~~months~~commercial sales force. If we are not successful in recruiting sales and marketing personnel and building a sales and marketing infrastructure or entering into appropriate collaboration arrangements with third parties, as ~~applicable)~~we ~~before~~will ~~redemption~~have ~~from~~difficulty successfully commercializing our ~~trust~~product ~~account~~candidate, if approved, which would adversely affect our business, operating results and financial condition.

IfEven we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 21 months, as applicable), the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we ~~are~~enter ~~required~~into tothird-party ~~wind~~marketing ~~up, liquidate the trust account~~ and ~~distribute~~distribution ~~such amount therein~~arrangements, ~~pro~~we ~~rata,~~may tohave ~~our~~limited ~~public shareholders,~~or asno ~~part~~control ofover ~~any~~the ~~liquidation process~~sales, ~~such~~marketing ~~winding up, liquidation~~ and distribution ~~must~~activities ~~comply with the applicable provisions~~ of ~~the~~these ~~Companies~~third ~~Act~~parties. InOur ~~that~~future ~~case,~~revenues ~~investors~~ may bedepend ~~forced~~heavily toon ~~wait beyond 15 months from~~ the ~~closing~~success of ~~this offering (or up to 21 months, as applicable) before~~ the ~~redemption~~efforts ~~proceeds~~ of ~~our~~these ~~trust~~third ~~account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account~~parties. WeIn ~~have no~~terms ~~obligation to return funds to investors prior to the date~~ of ~~our~~establishing ~~redemption~~a orsales ~~liquidation~~and ~~unless,~~marketing ~~prior thereto~~infrastructure, we ~~consummate our~~will ~~initial~~have ~~business~~to ~~combination~~compete orwith ~~amend~~established ~~certain provisions of our amended~~ and ~~restated~~well-funded ~~memorandum~~pharmaceutical and ~~articles~~biotechnology ofcompanies ~~association, and only then in cases where investors have sought~~ to ~~redeem~~recruit, ~~their~~hire, ~~Class A~~train ~~ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination~~ and ~~do not~~retain ~~amend~~sales ~~certain provisions of our amended~~ and ~~restated~~marketing ~~memorandum and articles of association~~personnel. ~~Our~~Factors ~~amended and restated memorandum and articles of association will provide~~ that, ifmay weinhibit ~~wind~~our upefforts ~~for any other reason prior~~ to ~~the~~build ~~consummation~~an ofinternal ~~our~~sales ~~initial~~organization ~~business combination,~~or weenter ~~will~~into ~~follow~~collaboration ~~the~~arrangements ~~foregoing procedures~~ with ~~respect~~third toparties ~~the~~include: ~~liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.~~

We• ~~may~~our ~~seek~~inability ~~acquisition~~to ~~opportunities~~recruit inand ~~industries or~~retain ~~sectors~~adequate ~~which~~numbers ~~may or may not be outside~~ of ~~our~~effective ~~management’s~~sales ~~area~~and ofmarketing ~~expertise.~~personnel;

We• will consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the ~~risks~~inability ~~inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all~~ of ~~the~~sales ~~significant risk~~personnel ~~factors. We also cannot assure you that an investment in our units will not ultimately prove~~ to beobtain ~~less~~access ~~favorable~~ to investors in this offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or ~~operation,~~persuade ~~and~~adequate ~~the~~numbers ~~information contained in this prospectus regarding the areas~~ of ~~our~~ ~~management’s~~physicians ~~expertise would not be relevant~~ to anprescribe ~~understanding~~any of ~~the business that we elect to acquire. As a result,~~ our ~~management~~product ~~may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly~~candidates, ~~any~~if holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.approved;

~~Although~~• wethe ~~have~~lack ~~identified~~of ~~general~~complementary ~~criteria~~products ~~and~~to ~~guidelines that~~be weoffered ~~believe~~by ~~are~~sales ~~important in evaluating prospective target businesses~~personnel, wewhich may ~~enter~~put ~~into~~us ~~our~~at ~~initial business combination with~~ a ~~target~~competitive ~~that~~disadvantage ~~does~~relative ~~not~~to ~~meet~~companies ~~such criteria and guidelines, and as a result, the target business~~ with ~~which~~more weextensive ~~enter~~product ~~into~~lines; ~~our initial business combination may not have attributes entirely consistent with our general criteria~~ and ~~guidelines.~~

~~Although~~• weunforeseen ~~have~~costs ~~identified general criteria~~ and ~~guidelines~~ ~~for~~expenses ~~evaluating~~associated ~~prospective target businesses, it is possible that a target business~~ with ~~which~~creating wean ~~enter~~internal ~~into~~sales our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and ~~guidelines.~~marketing In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cashorganization. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

45We will require substantial additional funding, which may not be available to us on acceptable terms, or at all.

WeOur ~~are~~operations ~~not~~have ~~required~~consumed substantial amounts of cash since inception. We expect to ~~obtain~~significantly anincrease ~~opinion~~our ~~from~~spending anto ~~independent accounting~~advance ordevelopment ~~investment~~of ~~banking~~our ~~firm,~~current product candidate and ~~consequently,~~launch ~~you~~and ~~may~~commercialize ~~have~~any noproduct ~~assurance~~candidate ~~from~~for anwhich ~~independent~~we ~~source~~receive ~~that~~regulatory ~~the~~approval. ~~price~~Furthermore, we ~~are~~ ~~paying~~expect ~~for~~to ~~the~~incur ~~business~~additional iscosts ~~fair~~associated with operating as a public company. We will also require additional capital to fund our ~~shareholders~~other ~~from~~operating aexpenses ~~financial~~and ~~point~~capital ~~of view~~expenditures.

~~Unless~~16 we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

WeTable may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.Contents

~~Our~~As ~~amended and restated memorandum and articles~~ of ~~association will authorize the issuance of up to 200,000,000 Class~~June ~~A ordinary shares~~30, ~~par value $0.0001 per share~~2025, ~~20,000,000 Class B~~our ~~ordinary~~cash ~~shares, par value $0.0001 per share,~~ and ~~1,000,000~~cash ~~preference~~equivalents ~~shares,~~were ~~par~~approximately ~~value~~ $~~0.0001 per share. Immediately after this offering~~55, ~~there will be 192,170,~~000 and ~~18,125,000~~we ~~(assuming~~had inan ~~each~~accumulated ~~case~~deficit that the underwriters have not exercised their over-allotment option) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of ~~outstanding~~approximately ~~warrants~~$116.0 ~~or shares issuable upon conversion of the Class B ordinary shares, if any~~million. The ~~Class B~~amount ~~ordinary~~and ~~shares~~timing ~~will automatically convert into Class A ordinary shares at the time~~ of our ~~initial~~future ~~business~~funding ~~combination~~requirements aswill ~~described~~depend ~~herein~~on ~~and~~many infactors, ~~our~~some ~~amended~~of ~~and~~which ~~restated memorandum~~are ~~and~~outside ~~articles~~ of ~~association.~~our ~~Immediately after this offering~~control, ~~there~~including ~~will~~but benot nolimited ~~preference~~to: ~~shares issued and outstanding.~~

We• may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the ~~warrants~~scope, as described in “Description of Securities — Warrants — Public shareholders’ warrants” or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein. Howeverprogress, ~~our~~results ~~amended~~ and ~~restated~~costs ~~memorandum and articles~~ of ~~association will~~conducting ~~provide,~~studies among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and ~~restated~~clinical ~~memorandum~~trials ~~and~~for ~~articles of association, like all provisions of~~ our ~~amended and~~product ~~restated memorandum and articles of association~~candidate, ~~may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:~~SP-102;

·• ~~may significantly dilute~~ the ~~equity~~timing ~~interest~~ of ~~investors in this offering~~, ~~which~~and ~~dilution would increase if~~ the ~~anti-dilution~~costs ~~provisions~~involved in, ~~the~~obtaining ~~Class~~regulatory Bapprovals ~~ordinary~~for ~~shares~~our ~~resulted~~product ~~in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares~~candidate;

·• ~~may subordinate~~ the ~~rights~~costs of ~~holders~~manufacturing ~~of Class A ordinary shares if preference shares are issued with rights senior to those afforded~~ our ~~Class~~product ~~A ordinary shares~~candidate;

46• the timing and amount of any milestone, royalty or other payments we are required to make pursuant to any current or future collaboration or license agreements;

·• ~~could~~the ~~cause~~potential arequirement ~~change~~to inreimburse ~~control~~Scilex iffor aup ~~substantial~~to ~~number~~an aggregate of ~~Class~~$280 Amillion ~~ordinary~~in ~~shares~~respect ~~are~~of ~~issued,~~milestone ~~which~~payments ~~may~~under ~~affect,~~the ~~among~~Semnur ~~other~~Merger ~~things,~~Agreement ~~our~~through ~~ability~~an tointercompany ~~use~~arrangement ~~our~~between ~~net~~Scilex ~~operating~~and ~~loss carry forwards~~Semnur, ifwhich ~~any,~~arrangement ~~and~~is ~~could~~not ~~result~~currently in place (see the ~~resignation~~section ortitled ~~removal~~“Business of– ~~our~~Material ~~present~~Agreements ~~officers~~— ~~and~~Semnur ~~directors~~Merger Agreement” for additional information regarding Scilex’s obligations under the Semnur Merger Agreement);

·• ~~may~~our ~~have~~ability ~~the~~to ~~effect~~maintain ofexisting, ~~delaying~~and establish new, strategic collaborations, licensing or ~~preventing~~other aarrangements ~~change~~and ofthe ~~control~~financial terms of usany bysuch ~~diluting~~agreements, including the ~~share~~timing ~~ownership~~and oramount ~~voting~~of ~~rights~~any offuture amilestone, ~~person~~royalty ~~seeking~~or toother ~~obtain~~payments ~~control~~due ofunder usany such agreement;

·• ~~may~~the ~~adversely~~extent ~~affect~~to ~~prevailing~~which ~~market~~our ~~prices~~product ~~for~~candidate, ~~our~~if ~~units~~approved for commercialization, ~~Class~~are Aadopted ~~ordinary~~by ~~shares~~the ~~and/or~~physician ~~warrants~~community; ~~and~~

·• ~~may~~our ~~not~~need ~~result in adjustment~~ to ~~the~~expand ~~exercise~~our ~~price~~research ofand ~~our~~development ~~warrants.~~activities;

~~Unlike~~• ~~some~~the ~~other~~costs ~~similarly~~of ~~structured blank check companies~~acquiring, ~~our~~ ~~sponsor~~licensing ~~will~~or ~~receive~~investing ~~additional~~in ~~Class A~~businesses, ~~ordinary~~product ~~shares~~candidate ifand ~~we issue shares to consummate an initial business combination.~~technologies;

~~The~~• ~~founder shares will automatically convert into Class A ordinary shares at~~ the ~~time~~effect of ~~our~~competing ~~initial~~products business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, approximately 20% of the sum of (i) the total number of ordinary shares issued and ~~outstanding~~product ~~upon~~candidates completion of this offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement units issued to our sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other ~~similarly~~market structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be issued and outstanding prior to the initial business combination.developments;

~~Resources~~• ~~could~~the benumber ~~wasted~~and intypes ~~researching~~of ~~acquisitions that~~future ~~are~~products ~~not completed, which could materially adversely affect subsequent attempts to locate and acquire~~ or ~~merge~~product ~~with~~candidates ~~another business. If~~ we ~~have~~develop not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and ~~our warrants will expire worthless.~~commercialize;

We• ~~anticipate~~any ~~that~~product ~~the~~liability ~~investigation~~or ~~of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and~~ other ~~instruments will~~lawsuits require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related ~~costs incurred which could materially adversely affect subsequent attempts~~ to ~~locate and acquire or merge with another business. If we have not consummated~~ our ~~initial~~current ~~business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share,~~ or ~~less~~future inproduct ~~certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.~~candidates;

47• the expenses needed to attract, hire and retain skilled personnel;

We• ~~may~~the ~~only~~costs beassociated ~~able to complete one business combination~~ with ~~the~~being ~~proceeds~~a ofpublic ~~this~~company ~~offering~~after ~~and~~ the ~~sale~~closing of the ~~private~~Business placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.Combination;

We• ~~may effectuate~~ our ~~initial~~need ~~business combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able~~ to ~~effectuate~~implement ~~our~~additional ~~initial~~internal ~~business~~systems ~~combination~~and ~~with more than one target business because of various factors~~infrastructure, including ~~the~~ ~~existence of complex accounting issues and the requirement that we prepare and file pro forma~~ financial ~~statements with the SEC that present operating results~~ and ~~the~~reporting financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:systems;

·• ~~solely~~the ~~dependent~~number ~~upon~~of ~~the~~public ~~performance~~shares ofthat aare ~~single~~redeemed ~~business,~~by ~~property~~Denali’s orpublic ~~asset~~shareholders; or

·• ~~dependent~~the ~~upon~~costs ~~the~~of ~~development~~preparing, orfiling ~~market~~and ~~acceptance~~prosecuting ofpatent aapplications ~~single~~and ormaintaining, ~~limited~~enforcing ~~number~~and ofdefending ~~products,~~intellectual ~~processes~~property-related orclaims; ~~services.~~and

~~This~~• ~~lack~~the ofextent ~~diversification may subject us to numerous economic, competitive~~ and ~~regulatory~~scope ~~risks, any or all~~ of ~~which may have a substantial adverse impact upon the particular industry in which we may operate after~~ our ~~initial~~general ~~business~~and ~~combination~~administrative expenses.

Until we are able to generate revenue, if ever, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, government contracts or other strategic transactions. We ~~may~~cannot ~~attempt~~be sure that any additional funding, if needed, will be available on terms favorable to ~~simultaneously~~us, ~~complete~~or ~~business~~at ~~combinations with~~all. ~~multiple~~Any ~~prospective~~additional ~~targets~~fundraising efforts may divert our management from their day-to-day activities, which may ~~hinder~~adversely affect our ability to ~~complete~~develop and commercialize our ~~initial~~current ~~business~~and ~~combination~~future product candidates. Furthermore, any additional equity or equity-related financing may be dilutive to our stockholders, and ~~give~~debt ~~rise~~or equity financing, if available, may subject us to ~~increased costs~~restrictive covenants and ~~risks~~significant interest costs. If we raise additional funds through collaborations or strategic alliances with third parties, we may have to relinquish valuable rights to our current or future product candidates, future revenue streams, research programs or technologies, or grant licenses on terms that ~~could~~may ~~negatively~~not ~~impact~~be favorable to us. If we are unsuccessful in our ~~operations~~efforts ~~and~~to ~~profitability~~raise additional financing on acceptable terms, we may be required to significantly reduce or cease our operations.

If17 we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

WeTable mayof attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.Contents

InWe ~~pursuing our acquisition strategy, we~~ may ~~seek to~~not ~~effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could~~ be ~~required~~able to ~~make~~generate ~~our~~sufficient ~~decision~~cash ~~on whether~~ to ~~pursue~~service aour ~~potential~~indebtedness ~~initial~~and ~~business~~other ~~combination on~~liquidity ~~the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all~~needs.

Our ~~management~~ability ~~may~~to ~~not~~make bepayments ~~able~~on and to ~~maintain~~refinance ~~control~~our ~~of a~~indebtedness ~~target~~and ~~business~~to ~~after~~fund our ~~initial~~other ~~business~~obligations, ~~combination.~~planned ~~Upon~~capital ~~the~~expenditures ~~loss~~and ofother ~~control~~strategic ofinvestments will depend on our ability to generate cash in the future. This, to a ~~target~~certain ~~business~~extent, ~~new~~is ~~management~~subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not ~~possess~~ ~~the~~generate ~~skills~~sufficient cash flow from operations, ~~qualifications~~and orwe ~~abilities~~cannot ~~necessary~~assure you that future borrowings will be available to ~~profitably~~us ~~operate~~in ~~such~~an ~~business~~amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

WeIf ~~may~~we ~~structure~~do ~~our~~not ~~initial~~generate ~~business~~cash ~~combination so~~flow ~~that~~from ~~the~~operations ~~post-business~~sufficient ~~combination~~to ~~company~~pay ~~in which~~ our ~~public~~debt ~~shareholders~~service ~~own shares will own less than 100% of the equity interests~~ or ~~assets~~other ~~of a target business~~obligations, ~~but~~ we ~~will~~may ~~only~~have ~~complete~~to ~~such~~undertake ~~business~~alternative ~~combination~~financing ifplans, ~~the~~such ~~post-business~~as ~~combination company~~refinancing ~~owns~~ or ~~acquires~~restructuring ~~50%~~our ordebt, ~~more~~selling ofassets, ~~the~~reducing ~~outstanding~~or ~~voting~~delaying ~~securities~~capital ofinvestments ~~the target~~ or ~~otherwise~~seeking ~~acquires~~to araise ~~controlling~~additional ~~interest in~~capital. ~~the~~Our ~~target~~ability ~~business sufficient for us not~~ to berefinance ~~required~~our todebt ~~register~~and asfund another ~~investment~~obligations ~~company under the Investment Company Act. We~~ will ~~not~~depend ~~consider~~on ~~any transaction that does not meet such criteria. Even if~~ the ~~post-business~~condition ~~combination company owns 50% or more~~ of the ~~voting~~capital ~~securities~~markets ofand ~~the target,~~ our ~~shareholders~~financial ~~prior~~condition toat ~~our~~that ~~initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination~~time. ~~For~~Any ~~example,~~refinancing ~~we could pursue a transaction in which we issue a substantial number~~ of ~~new~~our ~~Class A~~debt ~~ordinary~~could ~~shares in~~be ~~exchange~~at ~~for~~higher ~~all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100%~~ interest inrates ~~the~~and ~~target.~~may ~~However,~~require asus ato ~~result~~comply ofwith ~~the~~more ~~issuance~~onerous ~~of a substantial number of new Class A ordinary shares~~covenants, ~~our~~ ~~shareholders~~which ~~immediately prior to such transaction~~ could ~~own~~further ~~less~~restrict ~~than a majority of~~ our ~~issued~~business ~~and outstanding Class A ordinary shares after such transaction~~operations. InSee ~~addition,~~Note ~~other~~3 ~~minority~~titled ~~shareholders~~“Liquidity ~~may~~and ~~subsequently~~Going ~~combine~~Concern” ~~their holdings resulting in a single person or group obtaining a larger share~~ of ~~the~~our ~~company’s~~financial ~~shares~~statements ~~than~~included weelsewhere ~~initially~~in ~~acquired.~~this ~~Accordingly~~prospectus, ~~this may~~for ~~make~~a itdiscussion ~~more~~regarding ~~likely that~~ our ~~management~~ability ~~will not be able~~ to ~~maintain~~continue ~~control~~as ofa ~~the~~going ~~target business~~concern.

48Our recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about our ability to continue as a going concern.

WeIn ~~may~~Note ~~seek~~3 ~~business~~titled ~~combination~~“Liquidity ~~opportunities~~and ~~with~~ Going Concern” of our financial statements included elsewhere in prospectus, we disclose that there is substantial doubt about our ability to continue as a ~~high~~going ~~degree~~concern. In addition, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of ~~complexity~~and ~~that~~for ~~require~~the ~~significant~~year ~~operational~~ended ~~improvements~~December 31, 2024, which ~~could~~stated ~~delay~~that orsubstantial ~~prevent~~doubt usexisted about our ability to continue as a going concern. We have negative working capital and have incurred significant operating losses and negative cash flows from ~~achieving~~operations and expect to continue incurring losses for the foreseeable future. Further, we had an accumulated deficit of approximately $117.0 million and $115.4 million as of June 30, 2025 and December 31, 2024, respectively. These conditions raise substantial doubt about our ~~desired~~ ~~results~~ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeOur ~~may~~ability ~~seek~~to ~~business~~become ~~combination~~a ~~opportunities with~~profitable ~~large~~operating company is dependent upon our ability to generate revenue and obtain financing adequate to fulfill our development and commercialization activities, ~~highly~~and ~~complex~~achieving ~~companies~~a ~~that~~level weof ~~believe~~revenue ~~would~~adequate ~~benefit~~to ~~from~~support ~~operational~~our ~~improvements~~cost structure. ~~While~~We have plans to obtain additional resources to fund our currently planned operations and expenditures through additional debt and equity financing. If we ~~intend~~are unable to ~~implement such~~obtain ~~improvements~~sufficient funding, our financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. Our financial statements disclose, and may in the ~~extent~~future ~~that~~disclose, substantial doubt about our ~~efforts~~ability ~~are~~to ~~delayed~~continue oras a going concern. If we ~~are~~seek ~~unable~~additional financing to ~~achieve~~fund our business activities in the ~~desired~~future ~~improvements~~and there remains substantial doubt about our ability to continue as a going concern, ~~the~~investors ~~business combination~~or ~~may~~other ~~not~~financing sources may be asunwilling ~~successful~~to asprovide weadditional ~~anticipate~~funding to us on commercially reasonable terms or at all.

ToWe ~~the~~have ~~extent~~identified wematerial ~~complete~~weaknesses ~~our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent~~ in ~~the~~our ~~operations~~internal ofcontrol ~~the~~over ~~business~~financial ~~with which we combine, which could delay or prevent us from implementing our strategy~~reporting. ~~Although~~ ~~our~~Any ~~management~~material ~~team~~weakness ~~will endeavor to evaluate the risks inherent in a particular target business and its operations, we~~ may ~~not~~cause beus ~~able~~ to ~~properly~~fail ~~ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able~~ to ~~achieve~~timely ~~our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks~~ and ~~complexities~~accurately ~~may~~report ~~be outside of~~ our ~~control and~~financial ~~leave~~results ~~us with no ability to control~~ or ~~reduce~~result ~~the~~in ~~chances that those risks and complexities will adversely impact~~ a ~~target business.~~material ~~Such~~misstatement ~~combination~~of ~~may~~our ~~not~~financial ~~be as successful as a combination with a smaller, less complex organization~~statements.

WeIn doconnection ~~not~~with ~~have~~the aaudit ~~specified~~of ~~maximum~~our ~~redemption~~financial ~~threshold. The~~statements ~~absence~~for ofthe ~~such~~years aended ~~redemption~~December 31, ~~threshold~~2023 ~~may~~and ~~make~~2022, itwe ~~possible~~identified ~~for~~control usdeficiencies toin ~~complete~~the design and operation of our ~~initial~~internal ~~business~~control over financial reporting that constituted material weaknesses. A material weakness is a deficiency, or a combination ~~with~~of ~~which~~ deficiencies, in internal control over financial reporting such that there is a ~~substantial~~reasonable ~~majority~~possibility that a material misstatement of our ~~shareholders~~financial dostatements will not ~~agree~~be prevented or detected on a timely basis.

~~Our~~18 amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.

InTable addition, in the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.Contents

49For the years ended December 31, 2023 and 2022, the material weaknesses identified in our internal control over financial reporting related to ineffective control activities in the areas of preparation of the carve-out financial statements and stock-based compensation expense. As a result of the material weaknesses, we are implementing remediation measures including, but not limited to, performing a comprehensive assessment of the control environment in order to design and implement additional preventive and/or detective review controls as well as hiring additional personnel with sufficient accounting expertise to improve the operating effectiveness of our review controls and monitoring activities, and utilizing external accounting experts as appropriate. Any potential material misstatements were identified and corrected as audit adjustments in the applicable periods and are properly reflected in our restated financial statements included in this prospectus.

In the future, in order to ~~effectuate~~properly anmanage ~~initial~~our ~~business~~internal ~~combination~~control over financial reporting, ~~blank~~ ~~check~~we ~~companies~~may ~~have~~need to take additional measures to further augment our finance resources, inand we cannot be certain that the ~~recent~~measures ~~past~~we have taken, ~~amended~~and ~~various~~expect ~~provisions~~to oftake, ~~their~~to ~~charters~~improve our internal controls will be sufficient to ensure that our internal controls will remain effective and eliminate the possibility that other ~~governing~~material ~~instruments,~~weaknesses ~~including their~~or ~~warrant~~deficiencies ~~agreements.~~may Wedevelop ~~cannot~~or ~~assure~~be ~~you~~identified ~~that~~in the future. If we ~~will~~experience ~~not~~future ~~seek~~material weaknesses or deficiencies in internal controls and we are unable to ~~amend~~correct them in a timely manner, our ~~amended~~ability to record, process, summarize and ~~restated~~report ~~memorandum~~financial information accurately and ~~articles of~~within ~~association~~the ortime ~~governing~~periods ~~instruments~~specified in athe ~~manner~~rules ~~that~~and forms of the SEC, will ~~make~~be itadversely ~~easier~~affected. ~~for~~Any ussuch failure could negatively affect the market price and trading liquidity of the Common Stock, lead to ~~complete~~delisting, cause investors to lose confidence in our ~~initial~~reported ~~business~~financial ~~combination that~~information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our ~~shareholders~~business ~~may~~and ~~not~~financial ~~support~~condition.

InIf ~~order~~we toidentify ~~effectuate~~future amaterial ~~business~~weaknesses ~~combination, blank check companies have~~ in ~~the~~our ~~recent~~internal ~~past~~controls ~~amended~~over ~~various~~financial ~~provisions~~reporting ofor ~~their~~fail charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to ~~consummate~~meet ~~an initial business combination and, with respect to their warrants, amended their warrant agreements to require~~ the ~~warrants~~demands tothat ~~be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association~~ will ~~require~~be atplaced ~~least~~upon aus ~~special resolution of our shareholders~~ as a ~~matter~~public ~~of Cayman Islands law~~company, ~~meaning~~including the ~~approval~~requirements of ~~holders~~the ~~of at least two~~Sarbanes-~~thirds~~Oxley ofAct, ~~our~~we ~~ordinary~~may ~~shares~~be ~~who~~unable ~~attend~~to ~~and~~accurately ~~vote~~report ~~at a general meeting of the company, and amending~~ our ~~warrant~~financial ~~agreement~~results ~~will~~or ~~require~~report athem ~~vote~~within ~~of holders of a majority of~~ the ~~warrants.~~timeframes Inrequired ~~addition,~~by ~~our amended~~law ~~and~~or ~~restated~~stock ~~memorandum~~exchange ~~and~~regulations. ~~articles~~Failure ~~of association will require us~~ to ~~provide~~comply ~~our public shareholders~~ with ~~the~~Section 404 ~~opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum and articles~~ of ~~association (A) that would modify~~ the ~~substance~~Sarbanes-Oxley orAct ~~timing~~could ofalso ~~our~~potentially ~~obligation~~subject tous ~~provide holders of our Class A ordinary shares the right~~ to ~~have~~sanctions ~~their shares redeemed in connection with our initial business combination~~ or toinvestigations ~~redeem~~by ~~100% of our public shares if we do not complete our initial business combination within 15 months from~~ the ~~closing~~SEC ~~of this offering (~~or up ~~to 21 months, as applicable) or (B) with respect to any~~ other ~~provision~~regulatory ~~relating~~authorities. toIf ~~the~~additional ~~rights~~material ofweaknesses ~~holders~~exist ofor ~~our Class A~~are ~~ordinary~~discovered ~~shares.~~in To the ~~extent~~future, ~~any~~and ofwe ~~such~~are ~~amendments~~unable ~~would be deemed~~ to ~~fundamentally~~remediate ~~change the nature of~~ any ~~of the~~such ~~securities~~material ~~offered through this registration statement~~weakness, weour ~~would register~~business, orfinancial ~~seek~~condition anand ~~exemption~~results ~~from~~of ~~registration~~operations ~~for,~~could ~~the affected securities~~suffer.

~~The~~Risks ~~provisions~~Related ~~of our amended and restated memorandum and articles of association that relate~~ to ~~the~~Our ~~rights~~Product ofDevelopment holders of our Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

~~Some~~We ~~other~~are ~~blank~~substantially ~~check~~dependent ~~companies~~on ~~have a provision in their charter which prohibits~~ the ~~amendment~~success of ~~certain~~our ofonly ~~its~~product ~~provisions~~candidate, ~~including~~SP-102. ~~those~~If ~~which~~we ~~relate~~are unable to ~~the~~complete ~~rights~~development of ~~a company’s shareholders~~, ~~without~~obtain approval byfor ~~a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90%~~ and ~~100%~~commercialize ofSP-102 the company’s shareholders. Our amended and restated memorandum and articles of association will provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein), may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a ~~general~~timely ~~meeting~~manner ofor ~~the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of~~ at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing (i) the appointment or removal of directors and (ii) continuation of the company in a jurisdiction outside the Cayman Islandsall, ~~in each case prior to~~ our ~~initial~~ business ~~combination,~~ may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our sponsor and its permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, approximately 20% of our Class A ordinary shares upon the closing of this offering (not including the private placement shares and assuming they do not purchase any units in this offering), will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agreeharmed. ~~Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.~~

50Our future success is dependent on our ability to timely advance and complete clinical trials, obtain marketing approval for and successfully commercialize our product candidate, SP-102. We are not permitted to market or promote SP-102 or any other future product candidate before we receive marketing approval from the FDA and comparable foreign regulatory authorities, and we may never receive such marketing approvals.

~~Our~~The ~~sponsor,~~success ~~executive officers, directors and director nominees have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles~~ of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, as applicable) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a perSP-~~share~~102 ~~price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account~~ and ~~not~~any ~~previously~~future ~~released~~product ~~to us to pay our franchise and income taxes~~candidates, if any, ~~divided by the number of the then-issued and outstanding public shares. Our shareholders are not parties to, or third party beneficiaries of, these agreements and, as a result,~~ will ~~not~~depend ~~have~~on ~~the~~several ~~ability to pursue remedies against our sponsor~~factors, ~~executive~~including ~~officers, directors or director nominees for any breach of these agreements. As a result, in~~ the ~~event~~following: ~~of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.~~

~~Our~~• ~~letter~~the acceptance of individual investigational review boards (“IRBs”) and scientific review committees at each clinical trial site as to the adequacy of the preclinical data package to support clinical development of SP-102 and their overall general agreement with ~~our~~the ~~sponsor,~~use ~~director~~of ~~nominees, and~~SP-102 ~~officers~~in ~~may~~the beintended ~~amended~~patient ~~without~~population ~~shareholder~~in ~~approval.~~the intended manner;

~~Our~~• ~~letter~~the ~~agreement~~initiation ~~with our sponsor, directors, director nominees,~~ and ~~officers~~successful ~~contains~~patient ~~provisions~~enrollment ~~relating to transfer restrictions of our founder shares~~ and ~~sponsor~~completion ~~warrants, indemnification~~ of ~~the~~additional ~~trust~~clinical ~~account,~~trials ~~waiver~~ of ~~redemption~~SP-102 rights and participation in liquidation distributions from the trust account. This letter agreement may be amended without shareholder approval (although releasing the parties from the restriction not to transfer our founder shares for 180 days following the date of this prospectus will require the prior written consent of the underwriters). While we do not expect our board to approve any amendment to this agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to this agreement. Any such amendments to the letter agreement would not require approval from our shareholders and may have an adverse effect on ~~the~~a ~~value~~timely ~~of an investment in our securities.~~basis;

We• ~~may be unable to obtain additional financing to complete our initial business combination or to fund~~ the ~~operations~~frequency and ~~growth~~severity of aadverse ~~target~~events ~~business,~~(“AEs”) which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in ~~certain circumstances, on~~ the ~~liquidation~~ ofclinical ~~our trust account and our warrants will expire worthless.~~trials;

We19 have not yet selected any prospective target business and we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering and the sale of the private placement units prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.

51Table of Contents

~~Risks~~• ~~Relating~~maintaining toand ~~Our~~establishing ~~Securities~~relationships with contract research organizations (“CROs”) and clinical sites for the clinical development of SP-102 both in the United States and internationally;

~~You~~• ~~will~~successful ~~not~~completion ~~have~~of ~~any~~toxicology ~~rights or interests in funds from the trust account~~studies, ~~except~~biodistribution ~~under~~studies ~~certain~~and ~~limited~~minimally ~~circumstances.~~efficacious ~~Therefore,~~dose tostudies ~~liquidate~~in ~~your investment~~animals, ~~you~~where ~~may be forced to sell your public shares or warrants, potentially at a loss.~~applicable;

~~Our~~• ~~public~~successful ~~shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our~~ completion of anclinical ~~initial business combination~~trials, ~~and then~~under ~~only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to~~ the ~~limitations~~ ~~described~~FDA’s ~~herein,~~current ~~(ii) the~~Good ~~redemption~~Clinical ofPractices ~~any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association~~ (A“GCP”) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering (or up to 21 months, as applicable) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and ~~(iii)~~ the ~~redemption~~ ofFDA’s ~~our~~current ~~public~~Good ~~shares~~Laboratory ifPractices ~~we have not consummated an initial business within 15 months from the closing of this offering~~ (~~or up to 21 months, as applicable~~“GLPs”), subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 15 months from the closing of this offering (or up to 21 months, as applicable), with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.;

~~Nasdaq~~• ~~may~~effective ~~delist~~investigational ~~our~~new ~~securities~~drug ~~from~~applications ~~trading~~or onClinical ~~its exchange,~~Trial ~~which~~Authorizations ~~could~~that ~~limit~~allow ~~investors’~~commencement ~~ability~~of toour ~~make~~planned ~~transactions~~clinical intrials ~~our~~or ~~securities~~future ~~and~~clinical ~~subject~~trials usfor toour ~~additional~~product ~~trading restrictions.~~candidates;

We• ~~intend to apply to have our units listed on Nasdaq on or promptly after~~ the ~~date~~efficacy, ofsafety ~~this prospectus~~ and ~~our~~tolerability ~~Class A~~profiles ~~ordinary shares and warrants listed on or promptly after their date of separation. We cannot guarantee~~ that ~~our~~are ~~securities~~satisfactory ~~will be approved for listing on Nasdaq. Although after giving effect~~ to ~~this offering we expect to meet, on a pro forma basis,~~ the ~~minimum initial listing standards set forth in the Nasdaq listing standards~~FDA, weEMA ~~cannot assure you that our securities will be,~~ or ~~will~~any ~~continue~~comparable toforeign ~~be,~~regulatory ~~listed~~authority onfor ~~Nasdaq~~marketing in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market value of listed securities, a minimum number of publicly held shares with a minimum market value, a minimum bid price and a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. We cannot assure you that we will be able to meet those initial listing requirements at that time.approval;

If• ~~Nasdaq~~the ~~delists~~timely ~~our~~receipt ~~securities~~of ~~from~~marketing ~~trading on~~approvals ~~its~~for ~~exchange and we are not able to list~~ our ~~securities~~product oncandidates ~~another~~from ~~national~~applicable ~~securities~~regulatory ~~exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:~~authorities;

·• athe ~~limited~~extent ~~availability~~ of ~~market~~any ~~quotations~~required ~~for~~post-marketing ~~our~~approval ~~securities~~commitments to applicable regulatory authorities;

·• ~~reduced~~the ~~liquidity~~maintenance of existing or the establishment of new supply arrangements with third-party suppliers and manufacturers for ~~our~~clinical ~~securities~~development of SP-102;

·• athe ~~determination~~maintenance ~~that~~of ~~our~~existing, ~~Class~~or Athe ~~ordinary~~establishment ~~shares~~of ~~are~~new, ascaled ~~“penny~~production ~~stock”~~arrangements ~~which~~with ~~will~~third- ~~require~~party ~~brokers~~manufacturers ~~trading in our Class A ordinary shares~~ to ~~adhere~~obtain tofinished ~~more~~products ~~stringent~~that ~~rules~~are ~~and~~appropriate ~~possibly~~for ~~result~~commercial insale ~~a reduced level~~ of ~~trading~~SP-102, ~~activity~~if init ~~the~~is ~~secondary trading market for our securities~~approved;

52• obtaining and maintaining patent protection, trade secret protection and regulatory exclusivity, both in the United States and internationally;

·• a ~~limited~~continued ~~amount~~acceptable ofsafety ~~news~~profile ~~and~~following ~~analyst~~any ~~coverage;~~marketing ~~and~~approval;

·• acommercial ~~decreased~~acceptance ~~ability~~by topatients, ~~issue~~the ~~additional~~medical ~~securities~~community orand ~~obtain~~third-party ~~additional financing in the future.~~payors;

~~The~~• ~~National~~our ~~Securities~~ability ~~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 asobtain ~~“covered~~coverage ~~securities.” Because we expect that our units~~ and ~~eventually~~adequate ~~our~~reimbursement ~~Class A~~from ~~ordinary~~third-party ~~shares and~~payors ~~warrants~~for ~~will be listed on Nasdaq,~~ our ~~units,~~product ~~Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities~~candidates, ~~the federal statute does allow the states to investigate companies~~ if ~~there is a suspicion of fraud~~approved, and, ifpatients’ ~~there~~willingness isto apay ~~finding~~ out-of-pocket ~~fraudulent activity, then the states can regulate or bar the sale of covered securities~~ in ~~a particular case. While we are not aware of a state having used these powers to prohibit or restrict~~ the ~~sale~~absence of ~~securities~~such ~~issued~~coverage ~~by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably~~ and ~~might~~adequate ~~use~~reimbursement; these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq or certain other exchanges, our securities would not qualify as covered securities under the statute and ~~we may be subject to regulation in each state in which we offer our securities.~~

~~You~~• ~~will~~our ~~not~~ability ~~be entitled~~ to ~~protections~~compete ~~normally~~with ~~afforded to investors of many~~ other ~~blank check companies~~treatments.

~~Since~~We ~~the~~do ~~net~~not ~~proceeds~~have ofcomplete ~~this~~control ~~offering~~over ~~and~~many ~~the sale~~ of ~~the~~these ~~private~~factors, ~~placement~~including ~~units~~certain ~~are~~aspects ~~intended~~of toclinical bedevelopment ~~used~~and tothe ~~complete~~regulatory ansubmission ~~initial business combination with a target business that has not been selected~~process, wepotential ~~may~~threats ~~be deemed~~ to beour aintellectual ~~“blank~~property ~~check”~~rights ~~company~~and ~~under~~ the ~~United States securities laws. However~~manufacturing, ~~because we will have net tangible assets in excess of $5~~marketing,~~000,000~~ ~~upon~~distribution ~~the completion of this offering~~ and ~~the~~sales ~~sale~~efforts of ~~the~~ ~~private~~any ~~placement~~future ~~units~~collaborator. ~~and~~If ~~will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,~~ we are ~~exempt~~not ~~from~~successful ~~rules~~with ~~promulgated~~respect ~~by the SEC~~ to ~~protect~~one ~~investors~~or inmore ~~blank~~of ~~check~~these ~~companies,~~factors ~~such~~in asa ~~Rule 419.~~timely ~~Accordingly, investors~~manner ~~will not be afforded the benefits~~ or ~~protections~~at ~~of those rules. Among other things~~all, ~~this means our units will be immediately tradable and~~ we ~~will~~could ~~have~~experience asignificant ~~longer~~delays ~~period~~or ofan ~~time~~inability to ~~complete~~successfully ~~our~~commercialize ~~initial business combination than do companies subject to Rule 419. Moreover~~SP-102, ifwhich ~~this offering were subject to Rule 419, that rule~~ would ~~prohibit~~materially ~~the~~harm ~~release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with~~ our ~~completion of an initial~~ business ~~combination~~. ~~For~~If awe ~~more~~do ~~detailed~~not ~~comparison~~receive ofmarketing ~~our~~approvals ~~offering~~for ~~to offerings that comply with Rule 419~~SP-102, ~~please~~ ~~see~~we ~~“Proposed~~may ~~Business~~not —be ~~Comparison~~able ~~of this offering~~ to ~~those~~continue ofour ~~blank check companies subject to Rule 419~~operations.”

IfWe wehave ~~seek~~historically ~~shareholder~~obtained ~~approval~~our clinical supply of our ~~initial~~only ~~business combination~~product candidate, SP-102, and wecertain doof ~~not~~the ~~conduct~~raw ~~redemptions~~materials ~~pursuant~~used toin ~~the~~SP-102, ~~tender~~from ~~offer~~a ~~rules~~sole or single source supplier and manufacturer, and ifwe ~~you~~may ornot abe ~~“group”~~able ofto ~~shareholders are~~find ~~deemed~~an toalternative ~~hold~~source inon ~~excess~~commercially ofreasonable ~~15%~~terms, ofor ~~our~~at ~~Class A~~all. ~~ordinary~~In ~~shares~~addition, ~~you~~if ~~will~~any ~~lose~~such ~~the~~supplier ~~ability~~or manufacturer fails to ~~redeem~~comply ~~all~~with ~~such~~FDA ~~shares~~regulations we may be subject to sanctions or delays in ~~excess~~ ofthe ~~15%~~delivery of our ~~Class A~~clinical ~~ordinary~~supplies ~~shares~~which could affect the development of SP-102.

IfHistorically, we ~~seek~~have ~~shareholder~~purchased ~~approval of~~ our ~~initial business~~clinical ~~combination~~ and wecommercial dosupply ~~not~~requirements ~~conduct~~for ~~redemptions~~sodium ~~in connection with our initial business combination pursuant to the tender offer rules~~hyaluronate, ~~our~~one ~~amended and restated memorandum and articles~~ of ~~association~~the ~~will~~excipients ~~provide~~for ~~that a public shareholder~~SP-102, ~~together~~solely ~~with any~~from ~~affiliate~~Genzyme ofCorporation ~~such shareholder or any other person with whom such shareholder is acting in concert or as a~~ (“~~group~~Genzyme” ~~(as defined under Section 13 of the Exchange Act~~), ~~will~~pursuant ~~be restricted from redeeming its shares with respect~~ to ~~more~~a ~~than an~~supply ~~aggregate of 15% of the shares sold in this offering~~agreement, which weterminated ~~refer to~~ as ~~the~~of ~~“Excess Shares~~May 31,” ~~without our prior consent~~2024. ~~However,~~We weanticipate ~~would~~that ~~not be restricting~~ our ~~shareholders’~~current ~~ability~~supply ~~to vote all~~ of ~~their~~sodium ~~shares~~hyaluronate ~~(including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares~~ will ~~reduce~~be ~~your~~sufficient ~~influence over our ability~~ to ~~complete~~satisfy our ~~initial~~clinical ~~business combination~~ and ~~you~~commercial ~~could~~supply ~~suffer~~requirements afor ~~material~~sodium ~~loss~~hyaluronate onfor ~~your~~at ~~investment~~least in12 usmonths iffollowing ~~you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete~~ our ~~initial~~expected ~~business~~commercial ~~combination.~~launch ~~And as a result, you will continue to hold that number~~ of ~~shares~~SP-102 ~~exceeding 15% and,~~ in ~~order~~2027. toAlthough ~~dispose~~we ofare ~~such~~currently ~~shares, would be required to sell your shares~~ in ~~open market transactions, potentially at a loss.~~

5320

OurTable shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.Contents

If discussions wewith ~~are~~Sanofi ~~forced~~S.A. ~~to enter into an insolvent liquidation~~(“Sanofi”), ~~any~~ ~~distributions received by shareholders could be viewed as~~ an ~~unlawful~~affiliate ~~payment~~of ~~if it was proved that immediately following the date on which the distribution was made~~Genzyme, weand ~~were~~are ~~unable to pay our debts as they fall due~~ in the ~~ordinary~~process ~~course~~ of ~~business.~~identifying ~~As a~~and ~~result,~~certifying anew ~~liquidator~~suppliers, ~~could~~in ~~seek~~each case to ~~recover~~fulfill ~~some~~our orfuture ~~all~~supply ~~amounts~~requirements ~~received~~for bysodium ~~our shareholders. Furthermore~~hyaluronate, ~~our~~we ~~directors~~ may not be ~~viewed~~ asable ~~having breached their fiduciary duties~~ to usreach oragreement ~~our~~with ~~creditors~~Sanofi ~~and/~~or ~~may~~find ~~have~~an ~~acted~~alternative insupplier ~~bad~~of ~~faith,~~sodium ~~thereby~~hyaluronate ~~exposing~~on ~~themselves and~~commercially ~~our~~reasonable ~~company to claims~~terms, byor ~~paying~~at ~~public~~all. ~~shareholders~~There ~~from~~is ~~the~~also ~~trust~~no ~~account~~guarantee ~~prior to addressing the claims of creditors. We cannot assure you~~ that ~~claims~~we will ~~not~~ be ~~brought~~able ~~against~~to uscommence ~~for~~a ~~these~~commercial ~~reasons.~~launch Weof ~~and~~SP-102 ~~our~~in ~~directors~~2027 ~~and officers who knowingly and willfully authorized~~ or ~~permitted~~ever, ~~any distribution to be paid out of our share premium account while we were unable to pay our debts~~ as ~~they~~any ~~fall~~such ~~due~~launch ~~in the ordinary course of business~~ would be ~~guilty~~subject ofto anregulatory ~~offence and may be liable for a fine of $18~~approval,~~292.68 and~~ ~~imprisonment~~which ~~for~~we ~~five~~may ~~years~~not ~~in the Cayman Islands~~receive.

WeUnder ~~may~~our Master Services Agreement, dated January 27, 2017 (as amended, the “Lifecore Master Services Agreement”), with Lifecore Biomedical, LLC (“Lifecore”), we depend on Lifecore to manufacture clinical supplies of SP-102. Lifecore has the right to terminate the Lifecore Master Services Agreement under certain circumstances, including, but not ~~hold~~limited anto: ~~annual~~(1) if ~~general~~we ~~meeting~~are ~~until~~in ~~after~~ material breach of the ~~consummation~~agreement and fail to cure such breach within 30 days of ~~our~~written ~~initial~~notice; (2) if we (a) become insolvent, (b) cease to function as a going concern, (c) become convicted of or plead guilty to a charge of violating any law relating to either party’s business, ~~combination~~or (d) engage in any act which materially impairs goodwill associated with SP-102 or materially impairs the terminating party’s trademark or trade name; (3) if we fail to pay past due invoices upon 30 days’ written notice, or (4) if we reject or fail to respond to a major change proposed by Lifecore that does not change Semnur’s written and approved acceptance criteria in its product specifications. In the event that Lifecore decides to terminate the Lifecore Master Services Agreement, finding an alternative manufacturer on commercially reasonable terms, or at all, may be difficult. The Lifecore Master Services Agreement expires on December 31, 2028, unless terminated earlier in accordance with the terms of such agreement, or unless renewed further by the parties.

InAdditionally, ~~accordance~~the ~~with~~manufacturing ~~Nasdaq~~facilities ~~corporate~~used ~~governance requirements,~~by weour ~~are~~third-party ~~not~~suppliers ~~required~~and tomanufacturers ~~hold~~must ancontinue ~~annual~~to ~~general~~comply ~~meeting~~with ~~until~~FDA ~~one~~regulations ~~year~~and ~~after~~are ~~our~~subject ~~first~~to ~~fiscal~~periodic ~~year~~announced ~~end~~or ~~following~~unannounced ~~our listing on Nasdaq~~inspections. ~~There~~We ishave nolimited ~~requirement~~control ~~under~~over the ~~Companies~~ability ~~Act~~of ~~for~~our usthird-party suppliers and manufacturers to ~~hold~~maintain ~~annual~~adequate orquality ~~extraordinary~~control, ~~general~~quality ~~meetings~~assurance toand ~~appoint directors~~qualified personnel. ~~Until~~If weour ~~hold~~third-party ansuppliers ~~annual~~and ~~general~~manufacturers ~~meeting~~fail to comply with FDA regulations, ~~public~~the ~~shareholders~~FDA may not beauthorize ~~afforded~~ the ~~opportunity~~manufacture toof ~~appoint~~our ~~directors~~ product candidate at these facilities, and we may be unable to ~~discuss~~find ~~company~~alternative ~~affairs~~manufacturing ~~with~~facilities ~~management.~~in ~~Our~~a ~~board~~timely ofmanner ~~directors~~or isat ~~divided~~all. ~~into~~The ~~three~~failure ~~classes~~by such third parties to comply with ~~only~~applicable ~~one~~regulations ~~class~~could ofresult ~~directors~~ in sanctions being ~~appointed~~imposed inon ~~each~~us, ~~year~~including ~~and~~clinical ~~each~~holds, ~~class~~fines, ~~(except~~injunctions, ~~for~~import ~~those~~detention, ~~directors~~civil ~~appointed~~penalties, ~~prior~~delays, tosuspension ~~our~~or ~~first~~withdrawal ~~annual~~of ~~general~~approvals, ~~meeting)~~seizures ~~serving a~~or ~~three-year~~recalls ~~term~~of our product, operating restrictions and criminal prosecutions.

~~Holders~~In addition, our product candidate may compete with other product candidates and products for access to manufacturing facilities and other supplies. There are a limited number of ~~Class A~~manufacturers ~~ordinary~~that ~~shares~~operate ~~will~~under ~~not~~current Good Manufacturing Practices (“cGMP”) regulations and that might be ~~entitled~~ tocapable ~~vote~~of onmanufacturing ~~any~~for ~~appointment~~us. Also, prior to the approval of ~~directors~~our product candidate, we ~~hold~~would ~~prior~~need to identify a contract manufacturer that could produce our ~~initial~~products ~~business~~at ~~combination~~a commercial scale and that could successfully complete FDA pre-approval inspection and inspections by other health authorities. Agreements with such manufacturers or suppliers may not be available to us at the time we would need to have that capability and capacity.

~~Prior~~If to our ~~initial~~clinical ~~business~~supply ~~combination, only holders~~ of our ~~founder~~product ~~shares~~candidate ~~will~~and ~~have~~certain ~~the~~of ~~right to vote on~~ the ~~appointment~~raw ofmaterials ~~directors.~~used ~~Holders~~in of our ~~public~~product ~~shares~~candidate ~~will~~are ~~not be~~disrupted ~~entitled~~or ~~to vote on the appointment of directors during such time. In addition~~delayed, ~~prior~~there tocan ~~our~~be ~~initial~~no ~~business~~assurance ~~combination,~~that ~~only holders~~alternative ofsources acan ~~majority~~serve ofas ~~our~~adequate ~~founder~~replacements ~~shares~~or ~~may~~that ~~remove~~supplies awill ~~member~~be ofavailable ~~the~~on ~~board~~terms ofthat ~~directors~~are ~~for~~favorable ~~any~~to ~~reason. Accordingly~~us, ~~you~~if ~~may not~~at ~~have~~all. ~~any~~Any ~~say~~disruption in ~~the~~supply ~~management~~could ofaffect ~~our company prior to~~ the ~~consummation~~development of ~~an initial business combination~~SP-102.

We ~~are~~rely ~~not~~on ~~registering~~third ~~the~~parties ~~Class A~~to ~~ordinary~~conduct ~~shares issuable~~our ~~upon~~clinical ~~exercise~~trials ofand ~~the~~intend ~~warrants~~to ~~under~~rely ~~the~~on ~~Securities~~third ~~Act~~parties orto ~~any~~conduct ~~state~~all ~~securities~~of ~~laws~~our atfuture ~~this~~clinical ~~time,~~trials. ~~and~~If ~~such~~these ~~registration may~~third parties do not besuccessfully incarry ~~place~~out ~~when~~their ancontractual ~~investor~~duties, ~~desires~~fail to ~~exercise~~comply ~~warrants,~~with ~~thus~~applicable ~~precluding~~regulatory ~~such~~requirements ~~investor~~or ~~from~~meet ~~being~~expected ~~able~~deadlines, towe ~~exercise~~may ~~its warrants~~be ~~except~~unable onto aobtain ~~cashless~~regulatory ~~basis~~approval ~~and~~for ~~potentially~~our ~~causing~~current ~~such~~and ~~warrants~~future toproduct ~~expire worthless~~candidates.

We ~~are~~currently do not ~~registering~~have the ~~Class A~~ability ~~ordinary shares~~to ~~issuable~~independently ~~upon~~conduct ~~exercise of the warrants under the Securities Act or~~ any ~~state~~clinical ~~securities laws at this time~~trials. ~~However,~~The ~~under the~~FDA ~~terms~~and ofregulatory ~~the~~authorities ~~warrant agreement, we have agreed that, as soon as practicable, but~~ in noother ~~event~~jurisdictions ~~later~~require ~~than~~us ~~20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts~~ to ~~file~~comply with ~~the~~regulations ~~SEC~~and ~~a registration statement covering the issuance of such shares~~standards, ~~and~~commonly wereferred ~~will use our commercially reasonable efforts~~ to ~~cause~~as ~~the~~GCP ~~same~~requirements tofor ~~become effective~~conducting, ~~within~~monitoring, 60recording ~~business days after the closing of our initial business combination~~ and toreporting ~~maintain~~ the ~~effectiveness~~results of ~~such registration~~clinical ~~statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if~~trials, ~~for example only among other reasons, any facts or events arise which represent a fundamental change~~ in ~~the~~order ~~information~~to ~~set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order.~~

5421

IfTable the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.Contents

~~Notwithstanding~~ ensure that the ~~above,~~data ifand ~~our~~results ~~Class A ordinary~~are ~~shares~~scientifically ~~are~~credible atand accurate and that the ~~time~~trial subjects are adequately informed of ~~any~~the ~~exercise~~potential risks of aparticipating ~~warrant~~in ~~not~~clinical ~~listed~~trials. We rely on amedical ~~national~~institutions, ~~securities~~clinical ~~exchange~~investigators, contract laboratories and other third parties, such ~~that~~as ~~they~~CROs, ~~satisfy the~~to ~~definition~~conduct GCP-compliant clinical trials of aour ~~“covered~~current ~~security”~~and ~~under~~future ~~Section 18(b)(1)~~product ofcandidates ~~the~~properly ~~Securities~~and ~~Act,~~on time. While we ~~may,~~have atagreements ~~our~~governing ~~option~~their activities, ~~require holders~~we control only certain aspects of ~~warrants~~their ~~who~~activities ~~exercise~~and have limited influence over their ~~warrants~~actual toperformance. doThe sothird onparties with whom we contract for execution of our GCP-compliant clinical trials play a ~~“cashless~~significant ~~basis”~~role in ~~accordance~~the ~~with~~conduct ~~Section 3(a)(9)~~ of these studies and trials and the ~~Securities~~subsequent ~~Act~~collection and analysis of data. These third parties are not our employees and, inexcept ~~the~~for ~~event~~restrictions weimposed soby ~~elect~~our contracts with such third parties, we ~~will~~have ~~not~~limited beability ~~required~~ to ~~file~~control orthe ~~maintain~~amount inand ~~effect~~timing aof ~~registration~~resources ~~statement, and~~that wethey ~~will~~devote ~~use~~to our ~~commercially~~programs. ~~reasonable~~Although ~~efforts~~we rely on these third parties to ~~register~~conduct orour ~~qualify~~GCP-compliant ~~the~~clinical ~~shares~~trials, ~~under~~we ~~applicable~~remain ~~blue~~responsible ~~sky~~for ~~laws~~ensuring tothat ~~the~~each ~~extent an~~of ~~exemption~~our clinical trials is ~~not~~conducted ~~available.~~in ~~Exercising~~accordance ~~the~~with ~~warrants~~our oninvestigational aplan ~~cashless~~and ~~basis~~protocol ~~could~~and ~~have~~applicable laws and regulations, and our reliance on the ~~effect~~CROs does not relieve us of ~~reducing~~our ~~the~~regulatory ~~potential~~responsibilities. ~~“upside”~~ For any violations of ~~the~~laws ~~holder’s~~and ~~investment~~regulations in the conduct of our ~~company~~preclinical ~~because~~studies ~~the~~and ~~warrant~~clinical ~~holder~~trials, ~~will~~we ~~hold~~could abe ~~smaller~~subject ~~number~~to ofwarning ~~Class A~~letters ~~ordinary shares~~or ~~upon~~enforcement aactions ~~cashless~~that ~~exercise~~may ofinclude ~~the~~civil ~~warrants~~penalties ~~they~~up ~~hold~~to and including criminal prosecution.

InMany noof ~~event~~the ~~will~~third weparties bewith ~~required~~whom towe ~~net~~contract ~~cash~~may ~~settle any~~also ~~warrant,~~have orrelationships ~~issue~~with ~~securities~~other orcommercial ~~other~~entities, ~~compensation~~including inour ~~exchange~~competitors, for ~~the~~whom ~~warrants~~they inmay ~~the~~also ~~event~~be ~~that~~conducting weclinical ~~are~~trials ~~unable to register~~ or ~~qualify~~other ~~the~~drug ~~shares~~development ~~underlying~~activities ~~the~~that ~~warrants~~could ~~under~~harm ~~applicable~~our ~~state~~competitive ~~securities laws and no exemption is available~~position. IfWe ~~the~~face ~~issuance of~~ the ~~shares~~risk ~~upon exercise~~ of ~~the~~potential ~~warrants~~unauthorized isdisclosure ~~not so registered~~ or ~~qualified~~infringement, ormisappropriation ~~exempt from registration~~ or ~~qualification,~~other ~~the holder~~violation of ~~such~~our ~~warrant~~intellectual ~~will~~property ~~not~~by beCROs, ~~entitled~~which tomay ~~exercise~~reduce ~~such~~our ~~warrant~~trade secret and ~~such~~intellectual ~~warrant~~property ~~may~~protection ~~have no value~~ and ~~expire~~allow ~~worthless.~~our ~~In such~~potential ~~event,~~competitors ~~holders~~to ~~who~~access ~~acquired~~and ~~their~~exploit ~~warrants~~our asproprietary ~~part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units~~technology.

~~There~~Further, ~~may~~any beof athese ~~circumstance~~third ~~where~~parties anmay ~~exemption from~~terminate ~~registration~~their ~~exists~~engagements ~~for~~with ~~holders~~us ofor ~~our~~be ~~private~~unable ~~placement units~~ to ~~exercise~~fulfill their ~~warrants~~contractual ~~while~~obligations. aIf ~~corresponding~~the ~~exemption does~~third ~~not~~parties ~~exist~~conducting ~~for~~our ~~holders~~clinical oftrials ~~the~~do ~~warrants~~not ~~included~~adequately asperform ~~part~~their ofcontractual ~~units~~duties ~~sold~~or inobligations, ~~this~~experience ~~offering.~~significant Inbusiness ~~such~~challenges, andisruptions ~~instance~~or failures, ~~our~~do ~~sponsor~~not ~~and its~~meet ~~permitted~~expected ~~transferees~~deadlines, ~~(which~~terminate ~~may~~their ~~include~~agreements ~~our~~with ~~directors~~us ~~and~~or ~~executive~~need ~~officers)~~to ~~would~~ be ~~able~~replaced, toor ~~exercise~~if ~~their~~the ~~warrants~~quality ~~and sell~~or accuracy of the ~~ordinary~~data ~~shares~~they ~~underlying~~obtain is compromised due to their ~~warrants~~failure ~~while~~to ~~holders~~adhere ofto our ~~warrants~~protocols ~~would~~or ~~not~~to beGCPs, ~~able~~or for any other reason, we may need to ~~exercise~~enter ~~their~~into ~~warrants~~new ~~and sell~~arrangements ~~the~~with ~~underlying~~alternative ~~ordinary~~third ~~shares~~parties. IfThis could be difficult, costly or impossible, and ~~when~~our ~~the~~clinical ~~warrants~~trials ~~become~~may ~~redeemable~~need byto usbe extended, wedelayed, ~~may~~terminated ~~exercise~~or ~~our~~repeated. ~~redemption~~As ~~right~~a ~~even if~~result, we ~~are~~may ~~unable~~not be able to ~~register~~obtain orregulatory ~~qualify~~approval ~~the~~or ~~underlying~~successful ~~Class A~~commercialization ~~ordinary~~in ~~shares~~a ~~for~~timely ~~sale~~fashion, ~~under~~or at all, for the applicable ~~state~~product ~~securities laws~~candidate. AsOur afinancial ~~result,~~results weand ~~may~~the ~~redeem~~commercial ~~the~~prospects ~~warrants~~for asour ~~set~~current ~~forth~~and ~~above~~future ~~even~~product ifcandidates ~~the~~would ~~holders~~be ~~are~~harmed, ~~otherwise~~our ~~unable~~costs could increase, and our ability to ~~exercise~~generate ~~their~~revenue ~~warrants~~could be delayed.

InWe ~~addition,~~may ifin ~~we call~~ the ~~warrants~~future ~~for~~enter ~~redemption~~into collaborations, ~~our~~ ~~management~~in-licensing ~~will~~arrangements, ~~have~~joint ~~the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis~~ventures, aor ~~holder~~strategic ~~would~~alliances ~~pay~~with ~~the~~third-parties ~~warrant exercise price by surrendering the warrants for~~ that ~~number of~~may ~~shares~~not ofresult Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined in the ~~next~~development ~~sentence) by (y) the fair market value. The “fair market value” as used in this paragraph means the volume weighted average price~~ of ~~the~~commercially ~~Class A~~viable ~~ordinary~~products ~~shares~~or ~~for~~ the 10generation ~~trading days ending on the trading day prior to the date on which the notice~~ of ~~exercise~~significant isfuture ~~received by the warrant agent~~revenues. ~~As a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.~~

~~The~~We ~~warrants~~ may ~~become~~in ~~exercisable~~the ~~and~~future ~~redeemable~~enter ~~for a~~into ~~security~~collaborations, ~~other~~in-licensing ~~than~~arrangements, ~~the~~joint ~~Class A ordinary shares~~ventures, ~~and~~or ~~you~~strategic ~~will~~alliances ~~not~~to ~~have~~develop ~~any~~proposed ~~information~~products ~~regarding~~and ~~such~~to ~~other~~pursue ~~security~~new ~~at this time~~markets.

~~In certain situations~~Proposing, ~~including~~negotiating ifand weimplementing ~~are~~collaborations, ~~not the surviving entity~~ in-licensing ~~our~~arrangements, ~~initial~~joint ~~business combination~~ventures, ~~the~~strategic ~~warrants~~alliances ~~may~~or ~~become~~partnerships ~~exercisable~~may ~~for~~be a ~~security~~lengthy ~~other~~and ~~than~~complex ~~the Class A ordinary shares~~process. AsOther ~~a result~~companies, ifincluding ~~the~~those ~~surviving~~with ~~company~~substantially ~~redeems~~greater ~~your~~financial, ~~warrants~~marketing, ~~for~~sales, ~~securities~~technology ~~pursuant~~or toother ~~the~~business ~~warrant agreement~~resources, ~~you~~ may ~~receive~~compete awith ~~security~~us infor athese ~~company~~opportunities ofor ~~which~~arrangements. ~~you~~We domay not ~~have~~identify, ~~information~~secure ator ~~this~~complete ~~time.~~any ~~Pursuant~~such totransactions ~~the~~or ~~warrant~~arrangements ~~agreement,~~in ~~the surviving~~a ~~company~~timely ~~will~~manner, beon ~~required~~a tocost-effective ~~use~~basis, ~~commercially~~on ~~reasonable~~acceptable ~~efforts~~terms, toor ~~register~~at ~~the~~all, ~~issuance~~and ofmay ~~the~~not ~~security~~realize ~~underlying~~ the ~~warrants~~ ~~within~~anticipated ~~twenty~~benefits ~~business days~~ of ~~the~~any ~~closing~~such oftransactions anor ~~initial business combination~~arrangements.

55Additionally, with respect to current and future collaborations, we may not be in a position to exercise sole decision-making authority regarding the transaction or arrangement, which could create the potential risk of creating impasses on decisions, and our collaborators may have economic or business interests or goals that are,

~~The~~22 grant of registration rights to our sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

PursuantTable to an agreement to be entered into on or prior to the closing of this offering, our sponsor and its permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible, the private placement shares and the Class A ordinary shares issuable upon exercise of the private placement warrants, and shares and warrant shares that may be issued upon conversion of working capital loans. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our sponsor or its permitted transferees are registered for resale.Contents

~~Because~~ or wethat ~~are~~may ~~neither~~become, ~~limited~~inconsistent with our business interests or goals. It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to ~~evaluating~~financial aobligations ~~target business~~or the ownership or control of intellectual property developed during the collaboration. If any conflicts arise with our current or future collaborators, they may act in atheir ~~particular~~self-interest, ~~industry~~which ~~sector~~may ~~nor~~be ~~have~~adverse to our best interest, and they may breach their obligations to us. In addition, we ~~selected~~have limited control over the amount and timing of resources that our current collaborators or any ~~specific~~future ~~target~~collaborators ~~businesses~~devote ~~with~~to our collaborators’ or our future products. Disputes between us and our collaborators may result in litigation or arbitration which towould ~~pursue~~increase our ~~initial~~expenses ~~business combination~~and divert the attention of our management. Further, ~~you~~these ~~will~~transactions and arrangements are contractual in nature and may be ~~unable~~terminated or dissolved under the terms of the applicable agreements and, in such event, we may not continue to ~~ascertain~~have rights to the ~~merits~~products relating to such transaction or ~~risks~~arrangement ofor ~~any~~may ~~particular~~need ~~target~~to ~~business’s~~purchase ~~operations~~such rights at a premium.

WeDelays ~~may pursue business combination opportunities~~ in ~~any~~clinical ~~sector,~~trials ~~except~~could ~~that~~result wein ~~will~~increased ~~not,~~costs ~~under our amended and restated memorandum and articles of association, be permitted~~ to ~~effectuate~~ ~~our~~us initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and ~~operations~~delay ~~of a financially unstable or a development stage entity. Although~~ our ~~officers~~ability ~~and directors will endeavor~~ to ~~evaluate the~~obtain ~~risks~~commercial ~~inherent~~approval in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and ~~leave~~generate ~~us with no ability to control or reduce the chances that those risks will adversely impact a target business~~revenue. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~After~~Before obtaining marketing approval for the sale of any of our ~~initial~~current ~~business~~or ~~combination~~future product candidates, itwe ismust ~~possible that~~conduct aextensive ~~majority~~clinical trials to demonstrate the safety and efficacy of our ~~directors~~product ~~and~~candidates ~~officers~~for ~~will~~their ~~live~~intended ~~outside~~indications. ~~the~~Clinical ~~United~~testing ~~States~~is expensive, time-consuming and ~~all~~uncertain ofas ~~our~~to ~~assets~~outcome. We cannot guarantee that any clinical trials will be ~~located~~conducted ~~outside the~~as ~~United~~planned ~~States;~~or ~~therefore~~completed ~~investors~~on ~~may~~schedule, ~~not~~if beat ~~able~~all. toA ~~enforce~~failure ~~federal~~of ~~securities~~one ~~laws~~ or ~~their~~more ~~other~~clinical ~~legal~~trials ~~rights~~can occur at any stage of testing. Events that may prevent successful or timely completion of clinical development include:

It• isdelays possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in ~~some~~obtaining ~~cases~~regulatory ~~not~~authorizations ~~possible, for investors in the United States~~ to ~~enforce~~commence ~~their~~a ~~legal~~clinical ~~rights,~~trial ~~to effect service of process upon all of our directors~~ or ~~officers~~reaching ora toconsensus ~~enforce~~with ~~judgments~~regulatory ofauthorities ~~United States courts predicated upon civil liabilities and criminal penalties~~ on ~~our~~trial ~~directors and officers under United States laws.~~design;

56• delays in identifying prospective clinical investigators or clinical trial sites that have necessary qualifications, interest and capacity to perform a requested protocol;

~~Members~~• ofdelays ~~our~~in ~~management~~reaching ~~team~~agreement ~~and~~on ~~board~~acceptable ofterms ~~directors have~~with ~~significant~~prospective ~~experience~~CROs asand ~~founders,~~clinical ~~board~~trial ~~members~~sites, ~~officers,~~the ~~executives~~terms ~~or employees~~ of ~~other~~which ~~companies.~~can ~~While~~be ~~they~~subject ~~are not currently, certain of those persons may become involved in litigation, investigations or other proceedings, including related~~ to ~~those~~ ~~companies~~extensive ornegotiation ~~otherwise. The defense or prosecution of these matters could be time-consuming~~ and ~~could divert our management’s attention, and~~ may ~~have~~vary ansignificantly ~~adverse~~among ~~effect~~different onCROs ~~us,~~and ~~which~~clinical ~~may~~trial ~~impede our ability to consummate an initial business combination.~~sites;

~~During~~• ~~the~~delays course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. As a result of their involvement and positions in ~~these~~obtaining ~~companies,~~approval while they are not currently, certain of those persons may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. While they are not currently, individual members of our management team and board of directors also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their previous personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability as a result of their previous individual conduct or otherwise. Any such liability may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of our management team and board of directors away from ~~identifying~~one ~~and selecting a target business~~ or ~~businesses~~more ~~for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.~~IRBs;

We• ~~may~~IRBs ~~issue~~refusing ~~notes~~to ~~or other debt securities~~approve, suspending or ~~otherwise incur~~terminating ~~substantial~~the ~~debt,~~trial toat ~~complete~~the ainvestigational ~~business combination~~site, ~~which~~precluding ~~may~~enrollment ~~adversely~~of ~~affect~~additional ~~our~~subjects, ~~leverage~~or ~~and~~withdrawing ~~financial~~their ~~condition~~approval ~~and thus~~of ~~negatively impact~~ the ~~value of our shareholders’ investment in us.~~trial;

~~Although~~• wechanges ~~have no commitments as of the date of this prospectus~~ to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the ~~lender~~clinical atrial waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:protocol;

·• ~~default~~delays ~~and~~in ~~foreclosure~~recruiting onsuitable ~~our~~subjects ~~assets if our operating revenues after an initial business combination are insufficient~~ to ~~repay~~participate in our ~~debt~~clinical ~~obligations~~trials;

·• ~~acceleration~~failure ofby ~~our~~us, ~~obligations~~any toCROs ~~repay the indebtedness even if~~ we ~~make~~engage ~~all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios~~ or ~~reserves~~any ~~without~~other athird ~~waiver~~parties orto ~~renegotiation~~adhere ofto ~~that~~clinical ~~covenant~~trial requirements;

·• ~~our~~failure ~~immediate~~to ~~payment~~perform ofin ~~all~~accordance ~~principal~~with ~~and accrued interest, if any, if the debt is payable on demand~~GCPs;

·• ~~our~~delays ~~inability~~in tothe ~~obtain~~testing, ~~necessary~~validation, ~~additional~~manufacturing ~~financing~~and ifdelivery of our product candidates to the ~~debt~~clinical ~~contains~~sites, ~~covenants~~including ~~restricting~~delays ~~our~~by ~~ability~~third toparties ~~obtain~~with ~~such~~whom ~~financing~~we ~~while~~have ~~the~~contracted ~~debt~~to isperform ~~outstanding~~certain of those functions;

·• ~~our~~delays ~~inability~~in tosubjects ~~pay~~completing ~~dividends~~participation onin ~~our~~a ~~Class~~trial Aor ~~ordinary~~returning ~~shares~~for post-treatment follow-up;

·• ~~using~~clinical atrial ~~substantial~~sites ~~portion~~or ofsubjects ~~our~~dropping ~~cash~~out ~~flow~~of toa pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposestrial;

·• ~~limitations~~key oninvestigators ~~our~~departing ~~flexibility~~their inclinical ~~planning for and reacting to changes in our business and in the industry in which we operate~~sites;

57• lack of adequate funding to continue the trial;

·• ~~increased~~selection ~~vulnerability~~of toclinical ~~adverse~~endpoints ~~changes~~that inrequire ~~general~~prolonged ~~economic,~~periods ~~industry~~of ~~and~~clinical ~~competitive~~observation ~~conditions~~or ~~and~~analysis ~~adverse~~of ~~changes~~the inresulting ~~government regulation~~data; ~~and~~

·23 limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

OurTable sponsorof controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.Contents

~~Upon~~• ~~closing~~subjects ofexperiencing ~~this~~severe ~~offering,~~or ~~our~~unexpected ~~initial shareholders will own, on an as~~drug-~~converted~~related ~~basis,~~adverse approximately 20% of our issued and outstanding ordinary shares (not including the private placement shares and assuming it does not purchase any units in this offering). Accordingly, it may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. In addition, the founder shares, all of which are held by our initial shareholders, will (i) entitle the holders to elect all of our directors prior to our initial business combination and (ii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two-thirds of the votes of all ordinary shares voted at a general meeting), entitle the holders to ten votes for every founder share. Holders of our public shares will have no right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. As a result, you will not have any influence over the appointment of directors or our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.effects;

If• ~~our~~imposition sponsor purchases any units in this offering or if our sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our sponsor, is and will be divided into three classes, each of which will generally serve for a ~~term~~clinical ~~of three years with only one class of directors being appointed in each year. We may not~~ hold anby ~~annual general~~regulatory ~~meeting~~authorities to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a ~~consequence~~result of ~~our “staggered” board of directors, only~~ a ~~minority~~serious ofadverse ~~the board of directors will be considered for appointment and our sponsor~~event, ~~because~~after ofan ~~its~~inspection ~~ownership position, will control the outcome, as only holders~~ of our ~~Class B~~ ~~ordinary~~clinical ~~shares~~trial ~~will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly~~operations, ~~our~~trial ~~sponsor~~sites ~~will~~or ~~continue~~manufacturing ~~to exert control at least until the completion of our initial business combination. In addition~~facilities, weor ~~have~~for ~~agreed~~other ~~not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.~~reasons;

~~The~~• ~~nominal~~occurrence ~~purchase~~of ~~price~~serious ~~paid~~adverse byevents ~~our~~(“SAEs”) ~~sponsor~~in ~~for~~our ~~the founder~~trials ~~shares~~or ~~may result~~ in ~~significant~~trials ~~dilution~~of to the ~~implied~~same ~~value~~class of ~~your~~agents ~~public~~conducted ~~shares~~by ~~upon~~other ~~the consummation of our initial business combination.~~sponsors;

We• ~~are~~changes ~~offering our units at an offering price of $10.00 per unit and the amount~~ in ~~our~~regulatory ~~trust~~requirements account is initially anticipated to be $10.00 per public share, implying an initial value of $10.00 per public share. However, prior to this offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or ~~approximately~~guidance $0.012 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares. For example, the following table shows the dilutive effect of the founder shares on the implied value of the public shares upon the consummation of our initial business combination, assuming that ~~our~~require ~~equity~~amending value at that time is $72,375,000, which is the amount we would have for our initial business combination in the trust account after payment of $2,625,000 of deferred underwriting commissions, assuming the underwriters’ over-allotment option is not exercised, no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or ~~cash~~submitting ~~paid~~new toclinical the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our public and private placement warrants. At such valuation, each of our ordinary shares would have an implied value of approximately $7.46 per share upon consummation of our initial business combination, which would be a 25.0% decrease as compared to the initial implied value per public share of $10.00 (the price per unit in this offering, assuming no value to the warrants).protocols;

58• a facility manufacturing our product candidates or any of their components being ordered by the FDA to temporarily or permanently shut down due to violations of cGMP regulations or other applicable requirements;

Public shares		7,500,000
Founder shares(1)		1,875,000
Private placement shares		330,000
Total shares		9,705,000
Total funds in trust available for initial business combinations	$	72,375,000
Initial implied value per public share	$	10.00
Implied value per share upon consummation of initial business combination	$	7.46

•

any changes to our manufacturing process that may be necessary or desired;

~~(1)~~• ~~Assumes~~third-party clinical investigators losing the ~~full~~licenses ~~forfeiture~~or ofpermits ~~281,250~~necessary ~~founder~~to ~~shares~~perform ~~that~~our ~~are~~clinical ~~subject~~trials toand/or ~~forfeiture~~not byperforming our ~~sponsor~~clinical ~~depending~~trials on ~~the~~our ~~extent~~anticipated toschedule ~~which~~or consistent with the ~~underwriters’~~clinical ~~over-allotment~~trial ~~option~~protocol, isGCP, ~~exercised.~~or other regulatory requirements;

~~The~~• ~~value~~third-party ofcontractors ~~the~~not ~~founder~~performing ~~shares~~data ~~following~~collection ~~completion of~~or ~~our~~analysis ~~initial~~in ~~business~~a ~~combination~~timely isor ~~likely~~accurate tomanner; ~~be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.~~or

~~Upon~~• ~~the closing of this offering, assuming no exercise of the underwriters’ over~~third-~~allotment~~party ~~option,~~contractors ~~our~~becoming ~~sponsor~~debarred ~~will~~or ~~have~~suspended ~~invested~~or inotherwise uspenalized anby ~~aggregate of $3,325,000, comprised of~~ the ~~$25,000~~FDA ~~purchase~~or ~~price~~other ~~for~~government ~~the~~or ~~founder~~regulatory ~~shares~~authorities ~~and the $3,300,000 purchase price~~ for ~~the~~violations ~~private placement units. Assuming a trading price~~ of ~~$10.00~~regulatory ~~per share upon consummation of our initial business combination~~requirements, ~~the~~in ~~2,205,000~~which ~~founder~~case ~~shares~~we ~~and~~may ~~placement shares~~need ~~(assuming the underwriters’ option~~ to ~~purchase~~find ~~additional~~a ~~units~~substitute ~~is not exercised) would have an aggregate implied value of $16~~contractor,~~443,779.~~ ~~Even if the trading price of our ordinary shares was as low as approximately $1.51 per share,~~ and ~~the~~we ~~private placement~~may ~~warrants~~not ~~were worthless, the value of the founder shares and placement shares would~~ be ~~equal to the sponsor’s initial investment in us. As a result, our sponsor is likely to be~~ able to ~~recoup~~use ~~its~~some ~~investment~~or inall us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, our management team, which owns interests in our sponsor, may have an economic incentive that differs from that of the ~~public~~data ~~shareholders~~produced toby ~~pursue~~subcontractors ~~and~~in ~~consummate~~support ~~an initial business combination rather than to liquidate and to return all~~ of ~~the cash in the trust to the public shareholders, even if that business combination were with a riskier or less-established target business. For the foregoing reasons, you should consider~~ our ~~management~~ ~~team’s~~marketing ~~financial incentive to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the initial business combination~~applications.

~~Our~~We ~~directors,~~could ~~management~~also encounter delays if a clinical trial is suspended or terminated by us, ~~shareholders~~by the IRBs of the institutions in which such trials are being conducted, ~~employees~~by ~~and affiliates~~a Data Safety Monitoring Board for such trial or by the FDA. Such authorities may ~~from~~impose ~~time~~such a suspension or termination due to ~~time~~a benumber ~~subject~~of factors, including failure to ~~negative~~conduct ~~publicity~~the clinical trial in accordance with regulatory requirements or ~~legal~~our ~~proceedings~~clinical protocols, ~~which~~inspection ~~could~~of ~~adversely~~the ~~affect~~clinical ~~our~~trial ~~reputation~~ operations or trial site by the FDA resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, participants being exposed to unacceptable health risks, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. In addition, changes in regulatory requirements and policies may ~~impede~~occur, and we may need to amend clinical trial protocols to comply with these changes. Amendments may require us to resubmit our ~~ability~~clinical trial protocols to ~~consummate~~IRBs anfor ~~initial~~reexamination, ~~business~~which ~~combination~~may impact the costs, timing or successful completion of a clinical trial.

~~Negative~~Our ~~publicity~~product ~~about~~development ~~our~~costs ~~shareholders,~~will ~~affiliates, directors,~~increase ~~officers~~if we experience delays in testing or marketing approvals. The FDA and other ~~employees~~regulatory ~~can~~agencies ~~harm~~may ~~our~~impose ~~brand~~new or refined testing expectations based on experience and ~~reputation~~increased knowledge over time. ~~However~~In addition, if we domake ~~not~~manufacturing ~~have~~or ~~control~~other orchanges ~~have~~to ~~limited~~our ~~control over~~product ~~the~~candidates, ~~actions~~we ofmay ~~these~~need ~~parties,~~to ~~and~~conduct ~~any~~additional ~~misbehavior~~studies orto ~~misconduct~~bridge byour ~~these~~modified ~~parties~~product ~~could~~candidates ~~bring~~to usearlier ~~negative~~versions. ~~publicity~~We ordo ~~even liability.~~not Inknow ~~addition,~~whether any of our ~~shareholders~~clinical trials, ~~directors~~including our planned clinical trial of SP-102, ~~employees~~will ~~and~~begin ~~affiliates~~or ~~may~~continue ~~from~~as ~~time~~planned, will need to ~~time~~be restructured or will be ~~subject~~completed toon ~~litigation~~schedule, ~~regulatory investigations~~or at all. We may not have the necessary capabilities, ~~proceedings~~including ~~and/or~~adequate ~~disputes~~staffing, orto ~~otherwise~~successfully ~~face~~manage ~~potential~~the ~~liability~~execution and ~~expense~~completion of any clinical trials we initiate in ~~relation~~a way that leads to ~~commercial,~~our ~~labor, employment,~~obtaining ~~securities,~~marketing ~~tax~~approval orfor ~~other~~our ~~matters~~product candidates in a timely manner, ~~which~~or at all. Significant clinical trial delays also could ~~adversely~~shorten ~~affect~~any periods during which we may have the exclusive right to commercialize our ~~reputation~~product candidates or allow our competitors to bring products to market before we do and ~~results~~impair ofour ~~operations~~ability to successfully commercialize our product candidates.

59Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval for our product candidates and the approval may be for a more narrow indication than we seek.

We ~~may~~cannot ~~amend~~commercialize ~~the~~our ~~terms~~current ofand ~~the~~future ~~warrants~~product incandidates, aif ~~manner~~any, ~~that may~~until ~~be adverse to holders of warrants with~~ the ~~approval~~appropriate byregulatory ~~the~~authorities ~~holders~~have ofreviewed aand ~~majority~~approved of the ~~then-outstanding~~product ~~warrants~~candidates. AsThe aprocess ~~result, the exercise price~~ of ~~your~~obtaining ~~warrants~~regulatory ~~could~~approvals ~~be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.~~

~~Our~~24 warrants will be issued in registered form under a warrant agreement between VStock Transfer, LLC, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of a majority of the then-outstanding warrants is required to make any change that adversely affects the interests of the registered holders of warrants. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of a majority of the then-outstanding warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

OurTable warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.Contents

~~Our~~ and ~~warrant~~the ~~agreement~~subsequent ~~will~~compliance ~~provide~~with ~~that~~appropriate federal, ~~subject to~~state ~~applicable~~and ~~law,~~local ~~(i) any~~statutes ~~action,~~and ~~proceeding~~regulations orrequire ~~claim~~the ~~against~~expenditure usof ~~arising~~substantial ~~out~~time ofand orfinancial ~~relating~~resources inand ~~any~~we ~~way~~may not be able to obtain the ~~warrant~~required ~~agreement, including~~regulatory ~~under~~approvals. ~~the~~Even ~~Securities~~if ~~Act,~~a ~~will~~product becandidate ~~brought~~meets the safety and ~~enforced~~efficacy endpoints in clinical trials, the ~~courts~~data ofmay ~~the~~not ~~State~~be ofconsidered ~~New~~sufficient ~~York~~by orregulatory ~~the~~authorities, ~~United~~those ~~States~~regulatory ~~District Court~~authorities ~~for~~may ~~the~~not ~~Southern~~complete ~~District~~their ofreview ~~New~~processes ~~York~~in a timely manner, ~~and~~or ~~(ii)~~ we ~~irrevocably~~may ~~submit~~not be able to ~~such~~obtain ~~jurisdiction,~~regulatory ~~which~~approval. ~~jurisdiction~~Additional ~~shall be~~delays ~~the~~may ~~exclusive~~result ~~forum~~if ~~for~~an ~~any~~FDA ~~such~~advisory ~~action~~committee is convened, ~~proceeding~~including if such advisory committee recommends non-approval or ~~claim~~restrictions on approval. WeIn ~~will~~addition, ~~waive~~we ~~any~~may ~~objection~~experience todelays ~~such~~or ~~exclusive~~rejections ~~jurisdiction~~based ~~and that~~upon ~~such~~additional ~~courts~~government ~~represent~~regulation anfrom ~~inconvenient~~future ~~forum~~legislation or administrative action or changes in regulatory authority policy or data requirements during the period of product development, clinical trials and the regulatory review process.

~~Notwithstanding~~Even ~~the~~if ~~foregoing,~~we ~~these~~receive ~~provisions of~~regulatory ~~the~~approval, ~~warrant agreement will not apply to suits brought to enforce any liability or duty created by~~ the ~~Exchange~~FDA ~~Act~~may orapprove ~~any~~a ~~other claim~~product candidate for ~~which~~more ~~the~~limited ~~federal~~indications ~~district~~than ~~courts~~requested ~~of the United States of America are the sole and exclusive forum. Any person~~ or ~~entity purchasing~~they ormay ~~otherwise~~impose ~~acquiring~~significant ~~any~~limitations ~~interest~~ in ~~any of our warrants shall be deemed to have notice of and to have consented to~~ the ~~forum~~form ~~provisions in our warrant agreement. If any action, the subject matter~~ of ~~which~~narrow ~~is within the scope the forum provisions of the warrant agreement~~indications, isblack ~~filed~~box inwarnings aor ~~court other than~~ a ~~court~~Risk ofEvaluation ~~the~~and ~~State~~Mitigation ofStrategy ~~New York or the United States District Court for the Southern District of New York~~ (a “~~foreign action~~REMS”). inThe ~~the~~FDA ~~name~~may ofrequire ~~any~~labeling ~~holder~~that ofincludes ~~our~~warnings ~~warrants,~~and ~~such~~precautions ~~holder~~or ~~shall be~~contra-indications ~~deemed~~with torespect ~~have consented~~ to: ~~(x) the~~conditions ~~personal jurisdiction~~ of ~~the~~use, ~~state~~or ~~and~~may ~~federal~~grant ~~courts~~approval ~~located~~subject into the ~~State~~performance of ~~New York~~costly inpost-marketing ~~connection~~clinical ~~with~~trials. ~~any~~In ~~action~~addition, ~~brought~~the inFDA ~~any~~may ~~such~~not ~~court~~approve ~~to enforce~~ the ~~forum~~labeling ~~provisions~~claims ~~(an~~that ~~“enforcement~~are ~~action”), and~~considered ~~(y) having~~necessary ~~service~~or ofdesirable ~~process~~for ~~made~~the ~~upon~~successful ~~such~~commercialization ~~warrant~~of ~~holder~~a inproduct ~~any~~candidate. ~~such~~Any ~~enforcement~~of ~~action~~the byforegoing ~~service~~scenarios ~~upon~~could ~~such~~materially ~~warrant holder’s~~harm ~~counsel in~~ the ~~foreign~~commercial ~~action~~prospects ~~as agent~~ for ~~such~~a ~~warrant~~product ~~holder~~candidate.

~~This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company~~Additionally, ~~which may discourage such lawsuits. Alternatively,~~ if athe ~~court~~results ~~were to find this provision~~ of ~~our~~any ~~warrant~~clinical ~~agreement~~trials ~~inapplicable~~are orinconclusive ~~unenforceable with respect to one~~ or ~~more~~if ofthere ~~the~~are ~~specified~~safety ~~types~~concerns ~~of actions~~ or ~~proceedings,~~SAEs ~~we may incur additional costs~~ associated with ~~resolving such~~a ~~matters~~product ~~in other jurisdictions~~candidate, ~~which~~we ~~could~~may: ~~materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.~~

60• be delayed or fail in obtaining marketing approval for a product candidate;

We• ~~may~~obtain ~~redeem~~approval ~~your~~for ~~unexpired~~indications ~~warrants~~or ~~prior~~patient topopulations ~~their exercise at a time~~ that isare ~~disadvantageous~~not toas ~~you,~~broad ~~thereby~~as ~~making~~we ~~your~~intended ~~warrants~~or ~~worthless.~~desired;

We• ~~have~~obtain ~~the~~approval ~~ability~~with tolabeling ~~redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided~~ that ~~the~~includes ~~closing~~significant ~~price~~use ~~of our Class A ordinary shares equals~~ or ~~exceeds~~distribution ~~$16.50~~restrictions ~~per share (as adjusted for adjustments to the number of shares issuable upon exercise~~ or ~~the~~safety exercise price of a warrant as described under the heading “Description of Securities — Warrants — Public shareholders’ warrants — Anti-dilution adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.warnings;

~~Our~~• ~~warrants~~be ~~may~~subject ~~have~~to anchanges ~~adverse~~in ~~effect~~the onway the ~~market price~~product ofcandidate ~~our~~is ~~Class A ordinary shares and make it more difficult to effectuate our initial business combination.~~administered;

We• ~~will~~ be ~~issuing~~required ~~warrants~~ to ~~purchase~~perform ~~3,750,000 of~~additional ~~our~~clinical ~~Class A~~trials ~~ordinary shares (or up~~ to ~~4,312,500~~support ~~Class A~~approval ~~ordinary~~or ~~shares if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will~~ be ~~issuing~~subject in a private placement an aggregate of 330,000 private placement units (or 352,500 private placement units if the underwriters exercise their over-allotment option in full), at a price of $10.00 per unit. In addition, if the sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to ~~$1,500,000 of such loans into up to an~~ additional ~~150,000~~post- ~~private~~marketing ~~placement~~testing ~~units, at the price of $10.00 per unit. We may also issue Class A ordinary shares in connection with our redemption of our warrants.~~requirements;

To• ~~the~~have ~~extent~~regulatory weauthorities ~~issue ordinary shares for any reason~~withdraw, ~~including~~or ~~to effectuate a business combination~~suspend, ~~the~~their ~~potential~~approval ~~for~~of the ~~issuance~~product ofor aimpose ~~substantial~~restrictions ~~number~~on ofits ~~additional~~distribution ~~Class A ordinary~~in ~~shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase~~ the ~~number~~form of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a ~~business~~modified ~~transaction or increase the cost of acquiring the target business.~~REMS;

~~Because~~• ~~each~~be ~~unit~~sued ~~contains one-half of one warrant~~ and ~~only~~ aheld ~~whole~~liable ~~warrant~~for ~~may~~harm becaused ~~exercised,~~to ~~the~~patients; ~~units may be worth less than units of other blank check companies.~~or

~~Each~~• ~~unit~~experience ~~contains~~damage ~~one-half of one warrant. Pursuant~~ to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our ~~units to be worth less than if a unit included a warrant to purchase one whole share~~reputation.

61We may find it difficult to enroll or maintain patients in our clinical trials, which could delay or prevent us from proceeding with clinical trials of our product candidates.

AIdentifying ~~provision~~and qualifying patients to participate in any clinical trials of our ~~warrant~~current ~~agreement~~and ~~may~~future ~~make~~product itcandidates ~~more difficult~~is ~~for~~critical usto our success. The timing of any clinical trials depends on our ability to ~~consummate~~recruit anpatients ~~initial~~and ~~business~~to ~~combination~~complete required follow-up periods. If patients are unwilling to participate in our clinical trials due to negative publicity from adverse events, competitive clinical trials for similar patient populations, or for other reasons, the timeline for recruiting patients, conducting trials and potentially obtaining regulatory approval may be delayed.

~~Unlike~~We ~~most~~may ~~blank~~also ~~check~~experience ~~companies,~~delays if ~~(i) we issue~~patients ~~additional~~withdraw ~~Class A~~from ~~ordinary~~a ~~shares~~clinical trial or ~~equity-linked~~do ~~securities~~not ~~for~~complete ~~capital raising purposes in connection with~~ the ~~closing of~~required ~~our~~monitoring ~~initial business combination at a Newly Issued Price of less than $9~~period.20 ~~per~~These ~~ordinary~~delays ~~share,~~could ~~(ii) the~~result ~~aggregate~~in ~~gross proceeds~~increased ~~from such issuances represent more than 60% of the total equity proceeds~~costs, ~~and~~delays ~~interest~~in ~~thereon,~~advancing ~~available for the funding of~~ our ~~initial~~product ~~business~~candidates, ~~combination~~delays onin ~~the~~testing ~~date of~~ the ~~consummation~~effectiveness of our ~~initial~~product ~~business~~candidates combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $16.50 per share redemption trigger prices described below under “Description of Securities — Warrants — Public shareholders’ warrants — Redemption of warrants when the price per Class A ordinary share equals or ~~exceeds~~termination ~~$16.50” will be adjusted (to the nearest cent) to be equal to 165%~~ of ~~the~~clinical ~~higher~~trials ~~of the Market Value and the Newly Issued Price~~altogether. ~~This may make it more difficult for us to consummate an initial business combination with a target business.~~

~~The~~Patient ~~determination~~enrollment ~~of the offering price of our units and the size of this offering~~ is ~~more~~affected ~~arbitrary~~by ~~than~~many ~~the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance~~factors, ~~therefore,~~including: ~~that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.~~

~~Prior~~• ~~to this offering there has been no public market for any of our securities. The public offering price of~~ the ~~units and the terms of the warrants were negotiated between us and the underwriters. In determining the~~ size ~~of this offering, management held customary organizational meetings with the underwriters, both prior to our inception~~ and ~~thereafter,~~nature ~~with respect to the state~~ of ~~capital markets, generally, and~~ the ~~amount~~patient the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:population;

·25 ~~the history and prospects of companies whose principal business is the acquisition of other companies;~~

·Table prior offerings of those companies;Contents

·• ~~our~~the ~~prospects~~proximity ~~for~~of ~~acquiring~~patients anto ~~operating~~clinical ~~business at attractive values~~sites;

·• athe ~~review~~eligibility ofand ~~debt-to-equity~~exclusion ~~ratios~~criteria infor ~~leveraged~~the ~~transactions~~trial;

·• ~~our~~the ~~capital~~design ~~structure~~of the clinical trial;

·• ancompeting ~~assessment~~clinical ~~of our management and their experience in identifying operating companies~~trials;

·• ~~general~~the ~~conditions~~risk ofthat ~~the~~enrolled ~~securities~~patients ~~markets~~will atnot ~~the~~complete ~~time~~a ofclinical ~~this offering~~trial; ~~and~~

·• ~~other~~ability ~~factors~~to asmonitor ~~were~~patients ~~deemed~~adequately ~~relevant.~~during and after treatment;

~~Although~~• ~~these~~potential ~~factors~~disruptions ~~were~~caused ~~considered,~~by the ~~determination of~~COVID-19 ~~our~~pandemic ~~offering~~(or ~~price~~other issimilar ~~more~~disruptions), ~~arbitrary~~including ~~than~~difficulties ~~the~~in ~~pricing~~initiating ofclinical ~~securities~~sites, ofenrolling anand ~~operating~~retaining ~~company~~participants, indiversion aof ~~particular~~healthcare ~~industry~~resources ~~since~~away ~~we have~~from noclinical ~~historical~~trials, ~~operations~~travel or ~~financial~~quarantine ~~results.~~policies that may be implemented and other factors;

62• our ability to recruit clinical trial investigators with the appropriate competencies and experience; and

~~There~~• isclinicians’ ~~currently no market for our securities~~ and a ~~market~~patients’ ~~for~~perceptions ~~our~~as ~~securities~~to ~~may~~the ~~not~~potential ~~develop,~~advantages ~~which~~of ~~would~~the ~~adversely~~product ~~affect~~candidate ~~the~~in ~~liquidity~~relation ~~and~~to ~~price~~other ofavailable ~~our securities~~products.

~~There~~The isconditions ~~currently no market~~ for ~~our~~which ~~securities. Shareholders~~we ~~therefore~~currently ~~have~~plan ~~no access~~ to ~~information~~evaluate ~~about~~our ~~prior~~product ~~market~~candidates ~~history~~are oncommon, ~~which~~but tothe ~~base~~eligibility ~~their~~criteria ~~investment~~of ~~decision.~~our ~~Following this~~clinical ~~offering,~~trials limit the ~~price~~pool of ~~our~~available ~~securities~~trial ~~may~~participants. ~~vary~~For ~~significantly~~example, ~~due~~we toexperienced ~~one~~a ordelay ~~more~~in ~~potential~~the ~~business~~enrollment ~~combinations~~of ~~and~~our ~~general market~~now orcompleted ~~economic~~SP-102 ~~conditions,~~Phase ~~including~~3 asclinical atrial ~~result~~in ofsciatica due to the ~~COVID-19~~selective ~~outbreak.~~eligibility ~~Furthermore,~~criteria anin ~~active~~place ~~trading~~to ~~market~~reduce ~~for~~the ~~our~~placebo ~~securities may~~effect ~~never~~and ~~develop~~the ~~or,~~impacts ifof ~~developed~~COVID-19, itand may ~~not~~experience besimilar ~~sustained.~~issues ~~You~~with ~~may~~enrollment beof ~~unable~~our toother ~~sell~~planned ~~your~~clinical ~~securities unless a market can be established and sustained~~trials.

~~Because~~Under wethe ~~must~~federal ~~furnish~~Food ~~our~~and ~~shareholders~~Drug ~~with~~Omnibus ~~target business~~Reform ~~financial~~Act ~~statements~~(the “FDORA”), wesponsors ~~may~~are ~~lose~~required ~~the~~to ~~ability~~develop and submit a diversity action plan for each Phase 3 clinical trial or any other “pivotal study” of a new drug product. These plans are meant to ~~complete~~encourage enrollment of more diverse patient populations in late-stage clinical trials of FDA-regulated products. In June 2024, as mandated by FDORA, the FDA issued draft guidance outlining the general requirements for diversity action plans. Unlike most guidance documents issued by the FDA, the diversity action plan guidance, when finalized, will have the force of law. In January 2025, in response to an ~~otherwise~~executive ~~advantageous~~order ~~initial~~issued ~~business~~by ~~combination~~President ~~with some~~Trump ~~prospective~~on ~~target~~diversity, ~~businesses~~equity and inclusion programs, the FDA removed this draft guidance from its website. The implications of this action are not yet known. If we are not able to adhere to any new or future requirements, our ability to conduct clinical trials may be delayed or halted.

~~The~~In ~~federal~~addition, ~~proxy~~our ~~rules~~clinical ~~require~~trials ~~that~~will acompete ~~proxy statement~~ with ~~respect~~other toclinical atrials ~~vote~~for onproduct acandidates ~~business~~that ~~combination~~are ~~meeting certain financial significance tests include historical and/or pro forma financial statement disclosure~~ in ~~periodic reports. We will include~~ the same ~~financial~~therapeutic ~~statement~~areas ~~disclosure~~as ~~in connection with~~ our ~~tender~~product ~~offer documents~~candidates, ~~whether~~and orthis ~~not~~competition ~~they~~will ~~are~~reduce ~~required under~~ the ~~tender~~number ~~offer~~and ~~rules.~~types ~~These~~of ~~financial~~patients ~~statements~~available ~~may be required~~ to beit, ~~prepared~~because insome ~~accordance~~patients ~~with,~~who orhave beopted ~~reconciled~~ to, ~~accounting~~enroll ~~principles generally accepted~~ in ~~the~~our ~~United~~trials ~~States~~may ofinstead ~~America, or~~opt ~~U.S.~~to ~~GAAP,~~enroll orin ~~international~~a ~~financial~~trial ~~reporting~~being ~~standards~~conducted ~~as issued~~ by ~~the~~a ~~International~~competitor. ~~Accounting~~We ~~Standards~~may ~~Board,~~conduct orsome ~~IFRS, depending~~of onour ~~the~~clinical ~~circumstances~~trials ~~and~~at the ~~historical~~same ~~financial~~clinical ~~statements~~trial ~~may~~sites bethat ~~required~~some ~~to be audited in accordance with the standards~~ of ~~the~~our ~~Public~~competitors ~~Company Accounting Oversight Board (United States)~~use, orwhich ~~PCAOB.~~will ~~These~~reduce ~~financial statement requirements may limit~~ the ~~pool~~ number of ~~potential~~patients ~~target~~who ~~businesses~~are weavailable ~~may acquire because some targets may be unable to provide such statements in time~~ for ~~us to disclose such statements in accordance with federal proxy rules and complete~~ our ~~initial~~clinical ~~business~~trials ~~combination~~at ~~within~~such ~~the~~clinical ~~prescribed time~~trial ~~frame~~sites.

~~Compliance~~The ~~obligations~~incidence ~~under~~and ~~the~~prevalence ~~Sarbanes~~for target patient populations of our product candidates are based on estimates and third-~~Oxley~~party ~~Act may~~sources. ~~make~~If itthe ~~more~~market ~~difficult~~opportunities for usour toproduct ~~effectuate~~candidates aare ~~business~~smaller ~~combination,~~than ~~require~~we ~~substantial~~estimate ~~financial~~or ~~and~~if ~~management~~any ~~resources, and~~approval ~~increase~~that we obtain is based on a narrower definition of the ~~time~~patient population, our revenue and ~~costs~~ability ofto ~~completing~~achieve anprofitability ~~acquisition~~might be materially and adversely affected.

~~Section 404~~Periodically, ofwe ~~the~~make ~~Sarbanes-Oxley~~estimates ~~Act~~regarding ~~requires that~~the weincidence ~~evaluate~~ and ~~report~~prevalence ~~on our system~~ of ~~internal~~target ~~controls~~patient ~~beginning~~populations ~~with~~of our ~~Annual~~product ~~Report~~candidates based on ~~Form 10~~various third-Kparty ~~for~~sources ~~the~~and ~~year ending~~internally ~~December 31,~~generated ~~2022.~~analyses ~~Only in the event we are deemed to be a large accelerated filer or an accelerated filer~~ and nouse ~~longer qualify~~such asestimates anin ~~emerging~~making ~~growth~~decisions ~~company,~~regarding ~~will we not be required to comply with the independent registered public accounting firm attestation requirement on~~ our ~~internal~~product ~~control~~development ~~over~~strategy, ~~financial~~including ~~reporting.~~acquiring ~~The~~or ~~fact~~in-licensing ~~that~~product wecandidates ~~are~~and adetermining ~~blank~~indications ~~check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome~~ on ~~us as compared to other public companies because a target business with~~ which ~~we seek~~ to ~~complete~~focus ~~our initial business combination may not be~~ in ~~compliance~~preclinical ~~with~~studies ~~the~~or ~~provisions~~clinical ~~of the Sarbanes-Oxley Act regarding adequacy of its internal controls~~trials. ~~The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.~~

~~Because~~These weestimates ~~are~~may ~~incorporated~~be ~~under~~inaccurate ~~the~~or ~~laws~~based ofon ~~the~~imprecise ~~Cayman Islands~~data. For example, ~~you~~the ~~may~~total ~~face~~addressable ~~difficulties~~market inopportunities ~~protecting~~will ~~your~~depend ~~interests~~on, ~~and~~among ~~your~~other ~~ability~~things, toacceptance ~~protect~~by ~~your~~the ~~rights~~medical ~~through~~community ~~the~~and ~~U.S.~~patient ~~federal courts~~access, ~~may~~drug ~~be limited.~~

We26 are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.

OurTable corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less prescriptive body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.Contents

63 pricing and reimbursement. The number of patients in the addressable markets may turn out to be lower than expected, patients may not be otherwise amenable to treatment with our product candidates, or new patients may become increasingly difficult to identify or gain access to, all of which may significantly harm our business, financial condition, results of operations and prospects.

We ~~have~~face ~~been~~significant ~~advised~~competition ~~by Maples~~ and ~~Calder (Hong Kong) LLP,~~ our ~~Cayman~~competitors ~~Islands~~may legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United Statesdiscover, or ~~(ii)~~develop ~~entertain original actions brought in the Cayman Islands against us~~ or ~~our~~commercialize ~~directors~~products orfaster ~~officers that are predicated upon the federal securities laws of the United States~~ or ~~the~~more ~~securities~~successfully ~~laws~~than ~~of any state in the United States~~us.

~~We have~~The ~~also~~biotechnology ~~been advised by Maples~~ and ~~Calder~~pharmaceutical ~~(Hong~~industries ~~Kong) LLP that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands~~ are ~~not~~characterized aby ~~party~~intense tocompetition ~~any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized~~ and ~~enforced~~ inrapid ~~the~~technological ~~courts~~advances. ofIn ~~the Cayman Islands at common law~~addition, ~~without any reexamination of~~ the ~~merits~~competition ~~of the underlying dispute, by an action commenced on the foreign judgment debt~~ in the ~~Grand~~pain ~~Court~~management ~~of the Cayman Islands~~market, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and ~~(v)~~other ~~was~~relevant ~~not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However~~markets, ~~the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment~~ is ~~determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature~~intense. ~~A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

~~Our~~SP-102, ~~amended~~if ~~and~~approved, ~~restated~~has ~~memorandum~~the ~~and~~potential ~~articles~~to ~~of association~~become ~~provide~~the ~~that~~first FDA-approved epidural steroid product for the ~~courts~~treatment of ~~the~~sciatica. ~~Cayman~~While ~~Islands~~there ~~will~~are becurrently ~~the~~no ~~exclusive~~FDA ~~forums~~approved epidural steroid injections indicated for the treatment of sciatica, we are aware of certain ~~disputes~~non-steroid ~~between~~product uscandidates ~~and~~in ~~our shareholders~~development. SP-102, ~~which~~if ~~could~~approved, ~~limit~~also ~~our~~will ~~shareholders’~~compete ~~ability~~with tovarious ~~obtain~~opioid apain ~~favorable~~medications, ~~judicial~~Nonsteroidal ~~forum~~Anti-Inflammatory ~~for~~Drugs ~~complaints~~(“NSAIDs”), ~~against~~muscle ~~us or~~relaxants, ~~our directors~~antidepressants, ~~officers~~anticonvulsants orand ~~employees~~surgical procedures. Procedures may include nerve blocks and transcutaneous electrical nerve stimulations. We may also face indirect competition from the off-label and unapproved use of branded and generic injectable steroids.

~~Our~~We ~~amended~~expect ~~and restated memorandum and articles of association provide~~ that ~~unless we consent in writing to~~ the ~~selection~~market ofwill anbecome ~~alternative~~increasingly ~~forum,~~competitive ~~the~~in ~~courts of~~ the ~~Cayman~~future. ~~Islands shall~~Many ~~have exclusive jurisdiction over any claim or dispute arising out~~ of ~~or in connection with~~ our ~~amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in us~~competitors, ~~including~~either ~~but~~alone ~~not limited to (i) any derivative action~~ or ~~proceeding~~together ~~brought~~with ontheir ~~our~~collaborative ~~behalf~~partners, ~~(ii) any~~operate ~~action~~larger ~~asserting~~research aand ~~claim~~development ofprograms ~~breach~~and ofhave ~~any fiduciary~~substantially orgreater ~~other~~financial ~~duty~~resources ~~owed~~than bywe ~~any of our current or former director~~do, ~~officer~~as orwell ~~other~~as ~~employee~~significantly togreater usexperience orin: ~~our~~developing ~~shareholders,~~product ~~(iii) any action~~candidates ~~asserting a claim arising pursuant to any provision of the Companies Act or our amended~~ and ~~restated memorandum and articles of association~~technologies, orundertaking ~~(iv) any~~preclinical ~~action~~studies ~~asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America)~~ and ~~that~~clinical ~~each~~trials, ~~shareholder~~obtaining ~~irrevocably~~FDA ~~submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our amended~~ and ~~restated memorandum~~other ~~and~~regulatory ~~articles~~approvals of ~~association~~product ~~will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act~~candidates, ~~Exchange~~formulating ~~Act~~and ormanufacturing ~~any~~product ~~claim for which the federal district courts of the United States of America are~~candidates, asand ~~a matter of the laws of the United States of America~~launching, ~~the~~marketing ~~sole~~ and ~~exclusive~~selling ~~forum~~product ~~for determination of such a claim~~candidates.

~~Our~~Additional ~~amended~~mergers and ~~restated~~acquisitions ~~memorandum~~in the biotechnology and ~~articles of~~pharmaceutical ~~association~~industries ~~also~~may ~~provide~~result ~~that~~in even more resources being concentrated in our competitors. As a result, ~~without~~these ~~prejudice~~companies may obtain regulatory approval more rapidly than we are able to ~~any~~and ~~other~~may ~~rights~~be more effective in selling and marketing their products as well. Smaller or ~~remedies~~early-stage ~~that~~companies weor generic or biosimilar pharmaceutical manufacturers may ~~have~~also prove to be significant competitors, ~~each~~particularly ofthrough ~~our~~collaborative ~~shareholders acknowledges~~arrangements ~~that~~with ~~damages~~large, ~~alone~~established ~~would~~companies. ~~not~~These becompetitors analso ~~adequate~~compete ~~remedy~~with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for ~~any~~clinical ~~breach~~trials, as well as in acquiring technologies complementary to, or necessary for, our programs. Competition may increase further as a result of advances in the ~~selection~~commercial applicability of ~~the~~technologies ~~courts~~and greater availability of ~~the~~capital ~~Cayman~~for ~~Islands as~~investment ~~exclusive~~in ~~forum~~these ~~and~~industries. ~~that~~Our ~~accordingly~~commercial weopportunity ~~shall~~could be ~~entitled,~~reduced ~~without~~or ~~proof~~eliminated ofif ~~special~~our ~~damages~~competitors succeed in developing, toacquiring ~~the~~or ~~remedies~~licensing ofon ~~injunction~~an exclusive basis, ~~specific~~ ~~performance~~products orthat ~~other~~are ~~equitable~~more ~~relief~~effective ~~for~~or less costly than any ~~threatened~~product candidate that we are currently developing or ~~actual~~that ~~breach~~we ofmay ~~the~~develop. ~~selection~~If ofapproved, our product candidates will face competition from commercially available drugs as well as drugs that are in the ~~courts~~development pipelines of ~~the~~our ~~Cayman Islands~~competitors asand ~~exclusive~~later ~~forum~~enter the market.

~~This~~Established ~~choice~~pharmaceutical ofcompanies ~~forum provision~~ may ~~increase~~invest ~~a shareholder’s~~heavily ~~cost and limit the shareholder’s ability~~ to ~~bring~~accelerate adiscovery ~~claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us~~ and ~~our~~development ~~directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any~~ of ~~our~~novel ~~shares~~compounds or ~~other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed~~ to ~~have~~in-license ~~notice~~novel ofcompounds ~~and~~that ~~have~~could ~~irrevocably~~make ~~agreed~~our ~~and~~product ~~consented~~candidates ~~to these~~less ~~provisions~~competitive. ~~There is uncertainty as to whether a court would enforce such provisions~~Accordingly, ~~and~~our ~~the~~competitors ~~enforceability~~may ofsucceed ~~similar choice of forum provisions~~ in ~~other~~obtaining ~~companies’~~patent ~~memorandum~~protection, ~~and~~receiving ~~articles~~FDA ofapproval ~~association~~ or ~~other charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable~~discovering, ~~and~~developing ~~if a court were to find this provision in our amended~~ and ~~restated~~commercializing ~~memorandum~~medicines ~~and~~before ~~articles of association to be inapplicable or unenforceable in an action,~~ we ~~may incur additional costs associated with resolving the dispute in other jurisdictions~~do, which ~~could~~would have a material adverse ~~effect~~ impact on our business, financial condition and ~~financial~~results ~~performance~~of operations.

64Our commercial success depends upon attaining significant market acceptance of our product candidates, if approved, among physicians, patients, healthcare payers and operators of major clinics, and we may not be successful in attaining such market acceptance.

~~Provisions~~Even inwith ~~our~~the ~~amended~~requisite ~~and~~approvals ~~restated~~from ~~memorandum~~the ~~and articles~~FDA ofin ~~association~~the ~~may inhibit a takeover of us~~U.S., ~~which~~the ~~could~~EMA ~~limit~~in the ~~price~~EU ~~investors~~and ~~might~~other beregulatory ~~willing~~authorities tointernationally, ~~pay~~the incommercial ~~the~~success ~~future for~~of our ~~Class A~~product ~~ordinary~~candidates ~~shares~~will ~~and~~depend, ~~could~~in ~~entrench~~part, ~~management.~~upon the

~~Our~~27 amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

CyberTable incidentsof or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.Contents

We degree ~~depend~~of onmarket ~~digital~~acceptance ~~technologies~~by physicians, ~~including information systems~~patients, ~~infrastructure~~third-party ~~and~~payors ~~cloud applications~~ and ~~services,~~others ~~including~~in ~~those~~the ofmedical ~~third~~community. ~~parties~~Any ~~with~~product ~~which~~that we commercialize may ~~deal.~~not ~~Sophisticated and~~gain ~~deliberate~~acceptance ~~attacks~~by onphysicians, orpatients, ~~security~~health ~~breaches~~care payors and others in, ~~our~~the ~~systems~~medical orcommunity. ~~infrastructure,~~If orthese ~~the~~products ~~systems~~do ornot ~~infrastructure~~achieve ofan ~~third~~adequate ~~parties or~~level ~~the~~of ~~cloud~~acceptance, ~~could~~we ~~lead~~may tonot ~~corruption~~generate orsignificant ~~misappropriation~~product ofrevenue ~~our~~and ~~assets,~~may ~~proprietary~~not ~~information~~become profitable. Efforts to educate the medical community and ~~sensitive~~third-party orpayors ~~confidential data.~~on Asthe anbenefits ~~early~~of ~~stage~~our ~~company~~product ~~without~~candidates may require significant ~~investments~~resources, inincluding ~~data~~our ~~security~~management’s ~~protection~~time and financial resources, weand may not be ~~sufficiently~~successful. ~~protected against~~Even ~~such~~if ~~occurrences.~~any Weproduct candidate we develop receives marketing approval, it may ~~not~~nonetheless ~~have~~fail to gain sufficient ~~resources~~market toacceptance ~~adequately~~by ~~protect~~physicians, ~~against~~patients, orhealthcare topayors ~~investigate~~ and ~~remediate~~others ~~any vulnerability~~in ~~to,~~the ~~cyber~~medical ~~incidents~~community. ItThe isdegree ~~possible~~of ~~that~~market ~~any~~acceptance of ~~these~~any ~~occurrences~~product candidate we develop, orif aapproved ~~combination~~for ofcommercial ~~them~~sale, ~~could~~will ~~have~~depend ~~adverse consequences~~ on ~~our~~a ~~business~~number ~~and~~of ~~lead~~factors, toincluding: ~~financial loss.~~

~~Since~~• ~~only holders of our founder shares will have~~ the ~~right~~ toefficacy ~~vote~~and onsafety ~~the appointment~~ of ~~directors,~~such ~~upon~~product ~~the~~candidate ~~listing of our shares on Nasdaq, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and,~~ as ademonstrated ~~result,~~in weclinical ~~may qualify for exemptions from certain corporate governance requirements.~~trials;

~~After~~• ~~completion of this offering, only holders of our founder shares will have~~ the ~~right~~efficacy toand ~~vote~~safety ~~on the appointment~~ of ~~directors.~~other Asproducts athat ~~result,~~are ~~Nasdaq~~used ~~may~~in ~~consider~~combination us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or ~~another~~in ~~company~~sequence ~~is a “controlled company” and may elect not to comply~~ with ~~certain~~our ~~corporate~~product ~~governance requirements, including the requirements that:~~candidates;

·• wethe ~~have~~potential aand ~~board~~perceived ~~that~~advantages ~~includes a majority~~ of ~~“independent~~our ~~directors,”~~product ascandidates ~~defined~~compared ~~under~~to ~~the~~alternative ~~rules of Nasdaq~~treatments;

·• wethe ~~have~~limitation ato ~~compensation committee of~~ our ~~board~~targeted ~~that~~patient ispopulation ~~comprised~~and ~~entirely~~limitations ofor ~~independent~~warnings ~~directors~~contained ~~with~~in aapproved ~~written~~labeling ~~charter~~by ~~addressing~~ the ~~committee’s~~FDA ~~purpose~~or ~~and~~other ~~responsibilities;~~regulatory ~~and~~authorities;

·• wethe ~~have~~ability ato ~~nominating~~offer ~~and corporate governance committee of~~ our ~~board~~products ~~that~~for issale ~~comprised~~at ~~entirely~~competitive ~~of independent directors with a written charter addressing the committee’s purpose and responsibilities.~~prices;

We• doconvenience ~~not intend to have a compensation committee or nominating~~ and ~~corporate~~ease ~~governance committee after completion~~ of ~~this~~administration ~~offering~~compared ~~and prior~~ to ~~consummation~~alternative of our initial business combination. Except for not having these committees, we do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.treatments;

65• the clinical indications for which the product candidate is approved by the FDA, the EMA or other regulatory agencies;

If• ~~any~~the ~~dividend~~willingness isof ~~declared~~the intarget ~~the~~patient ~~future~~population to try novel biologics and ~~paid~~of inphysicians ato ~~foreign currency~~prescribe these treatments, ~~you~~as ~~may~~well beas ~~taxed~~their onwillingness ato ~~larger~~accept ~~amount~~an inintervention ~~U.S.~~that involves the alteration of the patient’s gene;

If• ~~you~~product ~~are~~labeling aor ~~U.S.~~product ~~holder~~insert ofrequirements ~~our ordinary shares, you will be taxed on the U.S. dollar value~~ of ~~your dividends, if any, at~~ the ~~time you receive them~~FDA, ~~even if you actually receive a smaller amount of U.S. dollars when~~ the ~~payment~~EMA isor inother ~~fact~~regulatory ~~converted into U.S. dollars. Specifically~~authorities, ifincluding aany ~~dividend~~limitations isor ~~declared~~warnings ~~and~~contained ~~paid~~ in a ~~foreign~~ ~~currency,~~product’s ~~the~~approved amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.labeling;

~~Risks~~• ~~Relating~~relative toconvenience ~~Our~~and ~~Management~~ease ~~Team~~of administration;

We• ~~are~~the ~~dependent~~strength ~~upon~~of ~~our~~marketing ~~executive officers~~ and ~~directors and~~distribution ~~their loss could adversely affect our ability to operate.~~support;

~~Our~~• ~~operations~~availability ~~are dependent upon a relatively small group~~ of ~~individuals~~third-party ~~and,~~coverage ~~in particular, our executive officers~~ and ~~directors.~~sufficiency ~~We believe that our success depends on the continued service~~ of ~~our~~reimbursement; ~~officers~~ and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.

~~The~~• ~~unexpected loss of~~ the ~~services~~prevalence ofand ~~one~~severity ~~or more~~ of ~~our~~any ~~directors~~side ~~or executive officers could have a detrimental effect on us~~effects.

~~Our~~Even ~~ability~~if toa ~~successfully~~product ~~effect~~candidate ~~our~~is ~~initial~~approved, ~~business combination~~such ~~and~~product tomay benot ~~successful~~achieve ~~thereafter~~an ~~will~~adequate belevel ~~totally dependent upon the efforts~~ of ~~our key personnel~~acceptance, ~~some~~we ~~of whom~~ may ~~join us~~not ~~following~~generate ~~our~~significant ~~initial~~product ~~business~~revenues, ~~combination. The loss of key personnel could negatively impact the operations~~ and ~~profitability of~~we ~~our~~may ~~post-combination~~not ~~business~~become profitable.

~~Our~~The ~~ability~~third-party topayor ~~successfully~~coverage ~~effect~~and ~~our~~reimbursement ~~initial business~~status ~~combination is dependent upon the efforts~~ of ~~our~~newly ~~key~~approved ~~personnel.~~products Weis ~~believe that our success depends on the continued service of our key personnel, at least until we have consummated our initial business combination~~uncertain. ~~None~~Failure ~~of our officers are required~~ to ~~commit~~ ~~any~~obtain ~~specified~~or ~~amount~~maintain ofcoverage ~~time to our affairs~~ and, ~~accordingly,~~adequate ~~they~~reimbursement ~~will~~for ~~have~~our ~~conflicts~~current ofor ~~interest~~future inproduct ~~allocating management time among various business activities~~candidates, ~~including~~if identifying potential business combinations and monitoring the related due diligence. If our officers’ and directors’ other business affairs require them to devote more substantial amounts of time to their other business activitiesapproved, it could ~~limit~~decrease ~~their~~our ability to ~~devote~~generate ~~time~~product ~~to our affairs and could have a negative impact on our ability to consummate our initial business combination~~revenue. In addition, we do not have employment agreements with, or key-man insurance on the life of, any of our officers. The unexpected loss of the services of our key personnel could have a detrimental effect on us.

~~The~~There ~~role~~is ofsignificant ~~our~~uncertainty ~~key~~related ~~personnel~~to ~~after~~the ~~our~~third-party ~~initial business~~coverage ~~combination,~~and ~~however,~~reimbursement ~~remains~~of toexisting beand ~~determined~~newly approved products. ~~Although~~Market ~~some~~acceptance and sales of our ~~key~~current ~~personnel~~and ~~serve~~future product candidates, if approved, in ~~senior~~domestic ~~management~~markets orwill ~~advisory positions~~depend ~~following~~significantly ~~our~~on ~~initial~~the ~~business~~availability ~~combination,~~of itcoverage isand ~~likely~~adequacy ~~that~~of ~~most,~~reimbursement iffrom ~~not~~third-party ~~all~~payors, ofincluding ~~the~~government ~~management~~programs of(such ~~the~~as ~~target~~Medicare ~~business will~~and ~~remain~~Medicaid) inand ~~place.~~private ~~These~~payor ~~individuals~~healthcare ~~may~~and beinsurance ~~unfamiliar~~programs. ~~with~~In the ~~requirements~~United ofStates, ~~operating~~no auniform ~~public~~policy ~~company~~of ~~which~~coverage ~~could~~and ~~cause us~~reimbursement tofor ~~have~~products toexists ~~expend~~among ~~time~~third-party payors. Coverage and ~~resources~~reimbursement ~~helping~~for ~~them~~a ~~become~~product ~~familiar~~candidate, ~~with~~if ~~such~~approved, ~~requirements.~~may ~~This~~differ ~~could~~significantly befrom ~~expensive~~payor ~~and~~to ~~time-consuming~~ payor, and ~~could~~we ~~lead~~may tonot ~~various~~be ~~regulatory~~able ~~issues~~to ~~which~~obtain ~~may~~adequate ~~adversely~~coverage ~~affect~~and ~~our~~reimbursement ~~operations~~in the future.

6628

OurTable key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and, as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.Contents

~~Our~~Further, ~~key~~obtaining ~~personnel~~coverage ~~may~~and bereimbursement ~~able~~approval tofor ~~remain~~a ~~with~~product ~~our company~~from ~~after~~a ~~the~~government ~~completion~~or ofother ~~our~~third-party ~~initial~~payor ~~business~~is ~~combination~~a ~~only~~time-consuming ifand ~~they~~costly ~~are~~process ~~able~~that could require us to ~~negotiate~~provide ~~employment~~supporting orscientific, ~~consulting~~clinical ~~agreements in~~and ~~connection~~cost-effectiveness ~~with~~data for the ~~business~~use ~~combination.~~of ~~Such~~such ~~negotiations~~product ~~would~~candidate, ~~take~~if ~~place~~approved, ~~simultaneously~~to ~~with~~each ~~the~~third-party ~~negotiation~~payor ofseparately, ~~the~~with ~~business combination~~no ~~and~~assurance ~~could~~that ~~provide~~coverage ~~for~~and ~~such~~adequate ~~individuals~~reimbursement towill ~~receive~~be ~~compensation~~obtained inor ~~the~~applied ~~form~~consistently. ofWe ~~cash~~may ~~payments~~not ~~and/or~~be ~~our~~able ~~securities~~to ~~for services~~provide ~~they~~data ~~would~~sufficient ~~render~~ to usgain ~~after~~acceptance ~~the~~with ~~completion~~respect ofto ~~the~~coverage ~~business~~and ~~combination~~reimbursement. ~~Such~~Additionally, ~~negotiations~~coverage ~~also~~may ~~could~~be ~~make~~more ~~such~~limited ~~key~~than ~~personnel’s retention~~the orpurposes ~~resignation~~for awhich ~~condition~~the toproduct ~~any~~is ~~such~~approved ~~agreement.~~by ~~The~~the ~~personal~~FDA ~~and~~or ~~financial~~similar ~~interests~~regulatory authorities outside of ~~such~~the ~~individuals~~United ~~may~~States. ~~influence their~~Assuming ~~motivation~~that incoverage ~~identifying~~is ~~and~~obtained ~~selecting~~for a ~~target~~given ~~business. In addition~~product, ~~pursuant~~the toresulting anreimbursement ~~agreement~~rates tomight not be ~~entered~~adequate ~~into~~or onmay require co-payments or ~~prior~~ toco-insurance ~~the~~that ~~closing~~patients offind ~~this~~unacceptably ~~offering~~high. Patients, ~~our sponsor~~physicians, ~~upon~~ and ~~following~~other ~~consummation~~healthcare ofproviders anmay ~~initial business combination, will~~ be ~~entitled~~ toless ~~nominate~~likely ~~three individuals for appointment~~ to ~~our~~prescribe, ~~board~~dispense ofor ~~directors~~use, as ~~long~~applicable, asany ~~the~~approved ~~sponsor~~product ~~holds~~unless ~~any~~coverage ~~securities~~is ~~covered by~~provided ~~the registration~~ and ~~shareholder~~reimbursement ~~rights agreement, which~~ is ~~described~~adequate ~~under~~to ~~the~~cover ~~section~~a ofsignificant ~~this~~portion ~~prospectus entitled “Description~~ of ~~Securities~~the ~~— Registration and Shareholder Rights~~cost.”

WeThe ~~may~~market ~~have~~for aour ~~limited~~current ~~ability~~and future product candidates, if approved, will depend significantly on access to ~~assess~~third-party ~~the~~payors’ ~~management of~~drug aformularies ~~prospective~~for ~~target~~which ~~business~~third-party payors provide coverage and, asreimbursement. aThe ~~result,~~industry ~~may~~competition ~~affect~~to ~~our~~be ~~initial~~included ~~business~~in ~~combination~~such ~~with~~formularies aoften ~~target~~leads ~~business~~to ~~whose~~downward ~~management may~~pricing ~~not~~pressures ~~have~~on ~~the~~pharmaceutical ~~skills~~companies. Also, ~~qualifications~~third-party payors may refuse to include a particular branded product in their formularies or ~~abilities~~otherwise restrict patient access to ~~manage~~a branded product when a ~~public~~less ~~company~~costly generic equivalent or other alternative is available.

~~When~~In ~~evaluating~~addition, ~~the~~even ~~desirability~~if we obtain adequate levels of ~~effecting our~~reimbursement, ~~initial~~third-party ~~business~~payors ~~combination~~carefully ~~with~~review aand ~~prospective~~increasingly ~~target~~question ~~business,~~the ~~our~~coverage ~~ability~~of, toand ~~assess~~challenge the ~~target~~prices ~~business’s~~charged ~~management may~~for, beproducts. ~~limited~~A ~~due~~primary totrend ain ~~lack~~the ofU.S. ~~time,~~healthcare ~~resources~~industry orand ~~information~~elsewhere is cost containment. ~~Our~~Increasingly, ~~assessment~~third-party ofpayors ~~the~~are ~~capabilities~~requiring ofthat pharmaceutical companies provide them with predetermined discounts from list prices and are challenging the ~~target~~prices ~~business’s management~~for products. We cannot be sure that coverage and reimbursement will be available for any product candidate that we commercialize and, ~~therefore~~if reimbursement is available, ~~may~~what ~~prove~~the tolevel of reimbursement will be. ~~incorrect~~If coverage and ~~such~~reimbursement ~~management~~of ~~may~~our ~~lack~~product ~~the~~candidates ~~skills,~~are ~~qualifications~~unavailable or ~~abilities~~limited wein ~~suspected. Should~~scope ~~the~~or ~~target~~amount, ~~business’s~~or ~~management~~if ~~not~~pricing ~~possess~~is ~~the~~set ~~skills~~at unsatisfactory levels, ~~qualifications~~we ormay ~~abilities~~be ~~necessary~~unable to ~~manage~~achieve aor ~~public company~~sustain profitability. Furthermore, the ~~operations~~requirements ~~and~~governing ~~profitability~~medical ofproduct ~~the~~pricing ~~post-combination~~vary ~~business~~widely ~~may~~from becountry ~~negatively~~to ~~impacted~~country. ~~Accordingly~~In some foreign countries, ~~any~~the ~~holders who~~proposed ~~choose~~pricing tofor ~~retain~~a ~~their~~prescription ~~securities~~device ~~following~~must ~~the~~be ~~business~~approved ~~combination~~before ~~could~~it ~~suffer~~may abe ~~reduction~~lawfully marketed. Historically, products launched in the ~~value~~European ofUnion ~~their~~(“EU”) ~~securities. Such~~do ~~holders~~not ~~are~~follow ~~unlikely~~price tostructures ~~have~~of athe ~~remedy~~United ~~for~~States ~~such~~and ~~reduction~~generally inprices ~~value~~tend to be significantly lower.

~~The~~Our ~~officers~~product candidate SP-102 is expected to be a physician-administered injectable viscous gel and ~~directors~~as ofsuch, anseparate ~~acquisition~~reimbursement ~~candidate~~ for the product itself may ~~resign~~not ~~upon~~be ~~completion~~available. ofInstead, ~~our~~if ~~initial~~SP-102 ~~business~~receives ~~combination~~regulatory approval, the administering physician may be reimbursed only for providing the treatment or procedure in which SP-102 is used. ~~The~~To ~~loss~~the ofextent separate coverage and reimbursement should become available for SP-102, we anticipate that it will be sold to physicians on a ~~business~~“buy ~~combination~~and ~~target’s~~bill” ~~key~~basis. ~~personnel could~~Buy ~~negatively~~and ~~impact~~bill products must be purchased by healthcare providers before they can be administered to patients. Healthcare providers subsequently must seek reimbursement for the ~~operations~~product ~~and~~from ~~profitability~~the ofapplicable third-party payor, such as Medicare or a health insurance company. Healthcare providers may be reluctant to administer our ~~post-combination~~product ~~business~~candidates, if approved, because they would have to fund the purchase of the product and then seek reimbursement, which may be lower than their purchase price, or because they do not want the additional administrative burden required to obtain reimbursement for the product.

~~The~~Further, ~~role~~the ofcodes anused ~~acquisition~~by ~~candidate’s~~providers ~~key personnel~~to ~~upon~~bill for SP-102, if approved, could also affect reimbursement. J-Codes are codes maintained by the ~~completion~~Centers for Medicare and Medicaid Services (“CMS”), which are a component of ~~our~~the ~~initial~~Healthcare ~~business~~Common ~~combination~~Procedure ~~cannot~~Coding beSystem ~~ascertained~~and atare ~~this~~typically ~~time.~~used ~~Although~~to wereport ~~contemplate~~injectable drugs that ~~certain~~ ~~members~~ordinarily ofcannot anbe ~~acquisition~~self-administered. ~~candidate’s~~We ~~management~~do ~~team~~not ~~will~~have ~~remain~~a ~~associated~~specific ~~with~~J-Code ~~the~~for ~~acquisition~~SP-102. ~~candidate~~If ~~following~~ our ~~initial~~product ~~business~~candidate ~~combination~~is approved, itwe ismay ~~possible~~apply for one but cannot guarantee that ~~members~~a ofJ-Code will be granted. To the ~~management~~extent ofseparate ancoverage ~~acquisition~~or reimbursement is available for any product candidate, ~~will~~if approved, and a specific J-Code is not ~~wish~~available, physicians would need to ~~remain in~~use ~~place~~a non-specific miscellaneous J-Code to bill third-party payors for these physician-administered drugs. Because miscellaneous J-Codes may be used for a wide variety of products,

~~Our~~29 executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

OurTable executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Management — Officers, Directors and Director Nominees.”Contents

67 health plans may have more difficulties determining the actual product used and billed for the patient. These claims must often be submitted with additional information and manually processed, which can create delays in claims processing times as well as increasing the likelihood for claim denials and claim errors.

~~Our~~Results ~~officers~~of preclinical studies and ~~directors~~early ~~presently~~clinical ~~have,~~trials ~~and~~may ~~any~~not be predictive of ~~them~~ inresults ~~the~~of future ~~may~~clinical ~~have~~trials, ~~additional~~and ~~fiduciary~~such orresults ~~contractual~~do ~~obligations~~not toguarantee ~~other~~approval ~~entities~~of ~~and,~~a ~~accordingly~~product candidate by regulatory authorities. In addition, ~~may~~our clinical trials to date have ~~conflicts of~~been ~~interest~~limited in ~~determining~~scope, and results received to ~~which~~date ~~entity~~may anot ~~particular~~be ~~business~~replicated ~~opportunity~~in ~~should~~expanded beor ~~presented~~additional future clinical trials.

~~Following~~The outcome of preclinical studies and early clinical trials may not be predictive of the ~~completion~~success of ~~this~~later ~~offering~~clinical trials, and ~~until~~ weinterim ~~consummate~~results ~~our~~of ~~initial~~clinical ~~business~~trials ~~combination,~~do wenot ~~intend~~necessarily topredict ~~engage~~success in the ~~business~~results of ~~identifying~~completed clinical trials. There can be no assurance that any of our current or future preclinical and ~~combining~~clinical ~~with~~trials ~~one~~ will ultimately be successful or ~~more~~support ~~businesses~~further preclinical or ~~entities.~~clinical ~~Certain~~development of our ~~officers~~current and ~~directors~~future ~~presently~~product ~~have~~candidates, ~~and~~if any. ofMany ~~them~~companies in the ~~future~~pharmaceutical ~~may~~and ~~have,~~biotechnology ~~additional fiduciary~~industries orhave ~~contractual~~suffered ~~obligations~~significant tosetbacks ~~other~~in ~~entities~~late-stage ~~pursuant~~clinical totrials ~~which~~after ~~such~~achieving ~~officer~~positive orresults ~~director~~in isearlier ordevelopment, ~~will~~and bewe ~~required~~could toface ~~present a~~similar ~~business~~setbacks. ~~combination~~The ~~opportunity~~design toof ~~such~~a ~~entity,~~clinical ~~subject~~trial tocan ~~his~~determine orwhether ~~her~~its ~~fiduciary~~results ~~duties~~will ~~under~~support ~~Cayman~~approval ~~Islands~~of ~~law.~~a ~~Accordingly~~product, ~~they~~ ~~may~~and ~~have~~flaws ~~conflicts~~in the design of ~~interest~~a inclinical ~~determining~~trial tomay ~~which~~not ~~entity~~become aapparent ~~particular~~until ~~business~~the ~~opportunity~~clinical ~~should~~trial beis ~~presented~~well advanced. ~~These conflicts~~Many ~~may~~companies ~~not~~that bebelieved ~~resolved~~their product candidates performed satisfactorily in ~~our~~preclinical ~~favor~~studies and aclinical ~~potential~~trials ~~target~~have ~~business~~nonetheless ~~may~~failed beto ~~presented~~obtain toregulatory ~~another~~approval ~~entity~~for ~~prior~~their toproduct ~~its~~candidates. ~~presentation to~~In usaddition, ~~subject~~preclinical toand ~~their~~clinical ~~fiduciary~~data ~~duties~~are ~~under~~often ~~Cayman~~susceptible ~~Islands~~to ~~law.~~varying Ininterpretations ~~particular~~and analyses, ~~certain~~which ofmay ~~our~~delay, ~~executive~~limit ~~officers~~or ~~and~~prevent ~~directors also~~regulatory ~~serve~~approval. asIn ~~executive~~addition, ~~officers~~regulatory delays or ~~directors~~rejections ofmay ~~Fortune~~be ~~Rise~~encountered ~~Acquisition~~as ~~Corp.~~a ~~(Nasdaq:~~result ~~FRLA)~~of many factors, ~~Fortune~~including ~~Joy~~changes ~~International~~in ~~Acquisition Corp.~~regulatory ~~(XYGJ),~~policy ~~TradeUP~~during 88the ~~Corp.~~period ~~(TUFU),~~of ~~and~~product ~~TradeUP~~development. ~~Global~~Any ~~Corporation~~such ~~(Nasdaq:~~adverse ~~TUGC),~~events ~~each~~may ofcause ~~which~~us isto ~~focused~~delay, onlimit ~~searching~~or ~~for businesses~~terminate ~~that~~planned ~~may~~clinical ~~provide~~trials, ~~significant~~any ~~opportunities~~of ~~for~~which ~~attractive~~would ~~investor~~have ~~returns~~a inmaterial ~~industries~~adverse ~~similar~~effect toon ~~the~~our ~~industries~~business, ~~in which~~financial ~~our~~condition, ~~search~~results isof ~~focused~~operations and prospects.

In ~~addition,~~some ~~our sponsor~~instances, ~~our~~there ~~officers,~~can ~~and~~be ~~our directors~~significant ~~are~~variability ~~and~~in ~~may~~safety inor ~~the~~efficacy ~~future~~results ~~become~~between ~~affiliated~~different ~~with~~clinical ~~other~~trials ~~blank~~of ~~check~~the ~~companies~~same ~~that~~product ~~may~~candidate ~~have~~due ~~acquisition~~to ~~objectives~~numerous ~~that are~~factors, ~~similar~~including tochanges ~~ours.~~in ~~These~~trial ~~conflicts~~procedures ~~may~~set ~~not~~forth bein ~~resolved~~protocols, differences in ~~our~~the ~~favor~~size and atype ~~potential~~of ~~target~~the ~~business~~patient ~~may~~populations, bechanges ~~presented~~in and adherence to ~~such~~ the dosing regimen and other ~~blank~~clinical ~~check~~trial ~~companies~~procedures ~~prior~~and tothe ~~its~~rate ~~presentation~~of todropout ~~us,~~among ~~subject~~clinical trial participants. If we fail to ~~our~~receive ~~officers’~~positive ~~and~~results ~~directors’~~in ~~fiduciary~~clinical ~~duties under~~trials ~~Cayman~~of ~~Islands~~our ~~law.~~product ~~Our~~candidate, ~~amended~~the development timeline and ~~restated~~regulatory ~~memorandum~~approval and ~~articles~~commercialization ofprospects ~~association~~for ~~will~~our ~~provide~~only ~~that~~product candidate, toand, ~~the~~correspondingly, ~~fullest~~our ~~extent permitted~~business byand ~~applicable~~financial ~~law:~~prospects ~~(i) no~~would ~~individual~~be ~~serving~~negatively asimpacted. aA ~~director~~Phase or3 antrial ~~officer~~was ~~shall~~completed ~~have~~for ~~any~~SP-102 ~~duty,~~for ~~except~~the totreatment of sciatica. We may not have the ~~extent expressly~~necessary ~~assumed~~capabilities, byincluding ~~contract~~adequate staffing, to ~~refrain~~successfully ~~from~~manage ~~engaging~~the ~~directly~~execution orand ~~indirectly~~completion inof ~~the~~such ~~same~~clinical ortrials ~~similar~~in ~~business~~a ~~activities~~way orthat ~~lines of~~leads ~~business~~to asour ~~us;~~obtaining ~~and~~marketing ~~(ii) we~~approval ~~renounce~~for ~~any~~our ~~interest~~product orcandidate ~~expectancy~~ in a timely manner, or inat ~~being~~all. ~~offered~~Our anclinical ~~opportunity~~trials tomay ~~participate~~produce negative or inconclusive results, and, in the future, ~~any~~ ~~potential~~we ~~transaction~~may decide, or ~~matter~~regulators ~~which~~ may berequire aus, ~~corporate~~to ~~opportunity~~conduct ~~for~~additional ~~any~~clinical ~~director~~trials orand ~~officer,~~preclinical onstudies ~~the~~in ~~one~~addition ~~hand,~~to ~~and~~those ~~us, on~~we ~~the~~have ~~other~~planned.

~~For~~In aMarch ~~complete~~2022, ~~discussion~~we ofannounced final results from our ~~executive~~Phase ~~officers’ and~~3 ~~directors’~~trial ~~business~~for ~~affiliations~~SP-102 and believed that we had sufficient data to support the ~~potential~~safety ~~conflicts~~and efficacy of ~~interest~~SP-102, which would provide us with a pathway for a 505(b)(2) New Drug Application (“NDA”) submission. In November 2023, we had a Type C meeting with the FDA to discuss the requirements for filing a 505(b)(2) NDA for SP-102. In the Type C meeting, the FDA indicated that ~~you~~it ~~should~~did benot ~~aware~~agree that the clinical data collected from the single CLEAR-1 trial was sufficient to support the safety and efficacy of SP-102, ~~please~~given ~~see~~the ~~“Management~~risks —associated ~~Officers~~with interventional procedures. The FDA requested that a confirmatory trial be conducted, ~~Directors~~ ~~and~~noting ~~Director~~the ~~Nominees~~absence of any existing FDA-approved epidural steroid product for the treatment of sciatica. The FDA provided guidance regarding expectations for this additional trial needed prior to a 505(b)(2) NDA filing,” ~~“Management~~including —expectations ~~Conflicts~~for the size of ~~Interest”~~the safety database and ~~“Certain~~specific ~~Relationships~~safety monitoring requirements. Specifically, the FDA requested that the confirmatory CLEAR-2 trial include a larger safety database to further validate the safety and ~~Related~~ ~~Party~~efficacy ~~Transactions~~of SP-102.” In February 2024, we had a Type D meeting with the FDA to preview the newly designed trial with the FDA, in order to reduce the potential need for any other additional confirmatory trials prior to a 505(b)(2) NDA filing. During the Type D meeting, the FDA provided further guidance with respect to the requirements needed to help best position us to

~~Our~~30 ~~executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.~~

WeTable have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although currently we do not intend to do so, or we may acquire a target business through an Affiliated Joint Transaction with one or more affiliates of US Tiger. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.Contents

~~The personal and financial interests of our directors~~ ~~and~~be ~~officers~~able ~~may~~to ~~influence~~satisfy ~~their~~the ~~motivation~~requirements infor ~~timely identifying and selecting~~ a ~~target~~505(b)(2) ~~business~~pathway ~~and completing a business combination~~approval. ~~Consequently~~ Specifically, ~~our~~the ~~directors’~~FDA ~~and~~reaffirmed ~~officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether~~ the ~~terms,~~need ~~conditions~~for ~~and timing of~~ a ~~particular~~larger ~~business~~sample ~~combination~~size ~~are appropriate~~ and infurther ~~our~~requested ~~shareholders’~~confirmatory ~~best~~evidence ~~interest. If this were the case, it would be a breach~~ of ~~their~~efficacy ~~fiduciary~~through ~~duties to us as~~ a ~~matter~~ ofrepeat ~~Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights~~injection. See the section titled “~~Description~~Business of ~~Securities~~Semnur —– ~~Certain~~Our ~~Differences in Corporate Law — Shareholders’ suits~~Company” for ~~further~~additional information onregarding the ~~ability~~meetings towith ~~bring~~the ~~such claims~~FDA. ~~However, we might not ultimately be successful in any claim we may make against them for such reason.~~

68Interim “top-line” and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

WeFrom time to time, we may ~~engage~~publish ininterim “top-line” or preliminary data from our clinical trials, which are based on a ~~business~~preliminary ~~combination~~analysis ~~with~~of then-available data. Preliminary or interim data from clinical trials that we may complete are subject to the risk that one or more ~~target~~of ~~businesses~~the ~~that~~clinical ~~have~~outcomes ~~relationships~~may ~~with~~materially ~~entities~~change as patient enrollment continues and more patient data become available. Preliminary or interim data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. In some instances, there can be ~~affiliated~~significant ~~with~~variability ~~our~~in ~~sponsor~~safety or efficacy results between different clinical trials or clinical trial sites for the same product candidate due to numerous factors, ~~executive~~including ~~officers~~changes in trial procedures set forth in protocols, ~~directors~~ differences in the size and type of the patient populations, changes in and adherence to the dosing regimen and other clinical trial procedures and the rate of dropout among clinical trial participants. As a result, interim and preliminary data should be viewed with caution until the final data are available. Adverse differences between preliminary or ~~initial~~interim ~~shareholders~~data ~~which~~and ~~may~~final ~~raise~~data ~~potential~~could ~~conflicts~~significantly harm our business, financial condition and results of ~~interest~~operations.

InFurther, ~~light of the involvement of our sponsor~~others, ~~executive officers~~including ~~and~~regulatory ~~directors with other entities~~agencies, we may ~~decide~~not toaccept ~~acquire one~~ or ~~more~~agree ~~businesses affiliated~~ with our ~~sponsor~~assumptions, ~~executive officers~~estimates, ~~directors~~calculations, conclusions or ~~initial~~analyses ~~shareholders.~~or ~~Our~~may ~~directors~~interpret ~~also~~or ~~serve~~weigh asthe ~~officers~~importance ~~and~~of ~~board~~data ~~members for other entities~~differently, ~~including, without~~which ~~limitation,~~could ~~those~~impact ~~described~~the ~~under~~value ~~“Management — Conflicts~~ of ~~Interest.”~~the ~~Our~~particular ~~sponsor~~program, ~~officers~~the ~~and~~approvability ~~directors are~~or ~~not~~commercialization ~~currently aware~~ of ~~any~~the ~~specific~~particular ~~opportunities~~product ~~for~~candidate usor toproduct ~~complete~~and our ~~initial~~company ~~business~~in ~~combination~~general. ~~with~~Data ~~any~~disclosures ~~entities~~must ~~with which~~be ~~they~~carefully ~~are~~managed ~~affiliated,~~to ~~and~~conform ~~there~~to ~~have~~limitations ~~been~~on nopreapproval ~~substantive~~promotion ~~discussions~~and ~~concerning~~laws arelated ~~business~~to ~~combination~~clinical ~~with~~trial ~~any~~registration ~~such~~and ~~entity or~~posting ~~entities~~of results. ~~Although~~In ~~we will not be specifically focusing on~~addition, orthe ~~targeting,~~information ~~any~~we ~~transaction~~choose ~~with~~to ~~any~~publicly ~~affiliated~~disclose ~~entities,~~regarding wea ~~would pursue~~particular ~~such~~study aor ~~transaction~~clinical iftrial weis ~~determined~~based ~~that~~on ~~such~~what ~~affiliated~~is ~~entity~~typically ~~met~~extensive ~~our~~information, ~~criteria~~ and ~~guidelines~~stockholders ~~for~~may anot ~~business~~agree ~~combination as~~with ~~set~~what ~~forth~~we indetermine ~~“Proposed~~is ~~Business~~the —material ~~Effecting~~or ~~Our~~otherwise ~~Initial~~appropriate ~~Business~~information ~~Combination~~to —include ~~Evaluation~~in ~~of a target business and structuring of~~ our ~~initial~~disclosure, ~~business combination”~~ and ~~such~~any ~~transaction~~information ~~was~~we ~~approved~~determine bynot ato ~~majority~~disclose ofmay ~~our~~ultimately ~~independent~~be ~~and disinterested~~deemed ~~directors.~~significant ~~Despite~~with ~~our~~respect ~~agreement~~ to ~~obtain~~future andecisions, ~~opinion~~conclusions, ~~from~~views, anactivities ~~independent investment banking firm~~ or ~~another~~otherwise ~~independent entity~~regarding ~~that~~a ~~commonly~~particular ~~renders~~drug, ~~valuation~~product, ~~opinions~~product ~~regarding~~candidate ~~the~~or ~~fairness to~~ our ~~company~~business. ~~from~~If athe ~~financial~~“top-line” ~~point~~data ofthat ~~view~~we ofreport adiffer ~~business combination~~from ~~with~~actual ~~one~~results, or ~~more~~if ~~domestic~~others, orincluding ~~international~~regulatory ~~businesses~~authorities, ~~affiliated~~disagree with ~~our~~the ~~sponsor,~~conclusions ~~executive officers~~reached, ~~directors~~our ~~or initial~~ability ~~shareholders,~~to ~~potential~~obtain ~~conflicts~~approval offor, ~~interest still may exist~~ and, ~~as a result~~commercialize, ~~the~~our ~~terms~~product ofcandidates ~~the business combination~~ may ~~not~~ be asharmed, ~~advantageous~~which tocould harm our ~~public~~business, ~~shareholders~~financial ascondition ~~they~~and ~~would~~results ~~be absent any conflicts~~ of ~~interest~~operations.

~~Moreover,~~Our weclinical trials may, atfail ~~our option, pursue an Affiliated Joint Transaction opportunity with US Tiger, its affiliates or with other entities~~ to ~~which~~demonstrate ansubstantial ~~officer~~evidence orof ~~director has a fiduciary, contractual or other obligation or duty. Any such parties may co-invest with us in~~ the ~~target~~safety ~~business~~and atefficacy ~~the time~~ of ~~our~~product ~~initial business~~candidates ~~combination,~~that or we ~~could~~may ~~raise~~identify ~~additional~~and ~~proceeds~~pursue tofor ~~complete~~their ~~the~~intended ~~acquisition by making a specified future issuance to any such parties~~uses, which ~~may~~would ~~give~~prevent, ~~rise~~delay ~~to certain conflicts of interest. In order to satisfy applicable regulatory~~ or ~~other~~limit ~~legal requirements applicable to an Affiliated Joint Transaction, our initial business combination may be effected on less favorable terms than otherwise would apply if~~ the ~~initial~~scope ~~business~~of ~~combination~~regulatory ~~were~~approval ~~not~~and ~~an Affiliated Joint Transaction~~commercialization.

WeBefore ~~may~~obtaining ~~acquire~~regulatory aapprovals ~~target~~for ~~business~~the ~~through~~commercial ansale ~~Affiliated~~of ~~Joint Transaction~~any ~~with~~of ~~one~~our orcurrent ~~more~~and ~~affiliates~~future ofproduct UScandidates, ~~Tiger~~we must demonstrate through lengthy, ~~which~~complex ~~may~~and ~~result~~expensive non-clinical studies, pre-clinical studies and clinical trials that the applicable product candidate is both safe and effective for use in ~~conflicts~~each oftarget ~~interest~~indication. asEach ~~well~~product ascandidate ~~dilutive~~must ~~issuances~~demonstrate ~~of our~~an ~~securities~~adequate risk versus benefit profile in its intended patient population and for its intended use.

WeClinical ~~may,~~testing atis ~~our~~expensive ~~option, pursue an Affiliated Joint Transaction opportunity with an entity affiliated with US Tiger. Any such parties would co-invest only if (i) permitted by applicable regulatory~~ and ~~other~~ ~~legal~~can ~~limitations;~~take ~~(ii) we~~many ~~and~~years ~~US Tiger considered a transaction~~ to ~~be mutually beneficial to us as well as the affiliated entity; and (iii) other business reasons exist to do so~~complete, ~~such as the strategic merits of including such co-investors, the need for additional capital beyond the amount held in our trust account to fund the initial business combination~~ and~~/or~~ ~~the~~its ~~desire to~~outcome ~~obtain~~is ~~committed~~inherently ~~capital for closing the initial business combination~~uncertain. AnFailure ~~Affiliated~~can ~~Joint~~occur ~~Transaction may be effected through a co-investment with us in the target business~~ at ~~the~~any time ofduring ~~our~~the ~~initial~~clinical ~~business~~development ~~combination,~~process. orMost weproduct ~~could~~candidates ~~raise~~that ~~additional~~begin ~~proceeds to~~clinical ~~complete~~trials ~~the~~are ~~initial~~never ~~business~~approved ~~combination~~ by ~~issuing~~regulatory toauthorities ~~such~~for ~~parties a class of equity or equity-linked securities~~commercialization. ~~Accordingly, such persons or entities may have a conflict between their interests and ours.~~

InWe ~~addition,~~cannot ~~any~~be ~~specified~~certain future issuance in connection with an Affiliated Joint Transaction would trigger the anti-dilution provisions of our Class B ordinary shares, which, unless waived, would result in an adjustment to the conversion ratio of our Class B ordinary shares such that our ~~initial~~current ~~shareholders~~clinical ~~and their~~trials ~~permitted~~or ~~transferees, if~~ any, ~~would~~other ~~retain~~future ~~their~~clinical ~~aggregate~~trials ~~percentage~~will ~~ownership~~be ~~of founder shares at 20% of the sum of the total number of all ordinary shares issued and outstanding upon completion of this offering plus all shares issued in the specified future issuance~~successful. IfAdditionally, ~~such~~any ~~adjustment~~safety isconcerns ~~not~~observed ~~waived as described elsewhere~~ in ~~this~~any ~~prospectus,~~one ~~the specified future issuance would not reduce the percentage ownership~~ of ~~holders of~~ our ~~Class B~~clinical ~~ordinary~~trials ~~shares,~~in ~~but~~our ~~would~~targeted ~~reduce~~indications ~~the~~could ~~percentage~~limit ~~ownership of holders of our Class A ordinary shares.~~

6931

WeTable may engage US Tiger, or another affiliate of our sponsor, as our financial advisor on our business combination and other transactions. Furthermore, we may acquire a target company that has engaged US Tiger, or another affiliate of our sponsor, as a financial advisor. Any fee in connection with such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions may influence the advice such affiliate provides.Contents

We the ~~may~~prospects ~~engage~~for USregulatory ~~Tiger,~~approval orof ~~another~~our ~~affiliate~~product ofcandidates ~~our~~in ~~sponsor~~those and other indications, ~~as a~~which ~~financial~~could ~~advisor~~have ina ~~connection~~material ~~with~~adverse ~~our~~effect ~~initial~~on our business, ~~combination~~financial condition and ~~pay~~results ~~such~~of ~~affiliate~~operations. aIn ~~customary~~addition, ~~financial~~even ~~advisory~~if ~~fee in~~such anclinical ~~amount~~trials ~~that~~are ~~constitutes~~successfully acompleted, ~~market~~we ~~standard~~cannot ~~financial~~guarantee ~~advisory~~that ~~fee~~the ~~for~~FDA or comparable ~~transactions~~non-U.S. ~~Furthermore,~~regulatory weauthorities ~~may~~will ~~acquire a~~interpret ~~target~~the ~~company~~results ~~that~~as ~~has~~we ~~engaged~~do, USand ~~Tiger,~~more ortrials ~~another~~could ~~affiliate~~be ofrequired ~~our~~before ~~sponsor,~~we assubmit aour ~~financial~~product ~~advisor~~candidates for approval. ~~Pursuant~~To tothe ~~any~~extent ~~such~~that ~~engagement,~~ the ~~affiliate~~results ~~may~~of ~~earn~~the ~~its~~trials ~~fee~~are ~~upon~~not ~~closing~~satisfactory ofto the ~~initial~~FDA ~~business~~or ~~combination~~comparable non-U.S. ~~The~~regulatory ~~payment~~authorities for support of ~~such~~a ~~fee~~marketing ~~would~~approval, ~~likely~~we may be ~~conditioned upon~~required ~~the~~to ~~completion~~expend ofsignificant ~~the~~resources, ~~initial~~which ~~business~~may ~~combination.~~not ~~Therefore,~~be ~~our~~available ~~sponsor~~to ~~may~~us, ~~have~~to conduct additional ~~financial~~trials ~~interests~~ in ~~the completion~~support of ~~the~~potential ~~initial~~approval ~~business~~of ~~combination~~our product candidates. ~~These~~Even ~~financial~~if ~~interests~~regulatory ~~may~~approval ~~influence~~is ~~the~~secured ~~advice~~for ~~any~~a ~~such~~product ~~affiliate~~candidate, ~~provides us~~the asterms ~~our~~of ~~financial~~such ~~advisor,~~approval ~~which~~may ~~advice~~limit ~~would~~the ~~contribute~~scope toand ~~our~~use ~~decision~~of onthe ~~whether~~specific toproduct ~~pursue~~candidate, awhich ~~business~~may ~~combination~~also ~~with~~limit ~~any particular~~its ~~target~~commercial potential.

WeEven ~~may~~if ~~compete~~we ~~with~~obtain ~~other~~FDA ~~affiliates~~approval for any of USour ~~Tiger~~current or offuture ~~our sponsor~~product candidates in the United States, ~~directors~~we ~~and~~may ~~officers~~never obtain approval for ~~acquisition~~or ~~opportunities~~commercialize ~~for~~any ~~our~~of ~~company~~them in any other jurisdiction, which ~~could~~would ~~negatively~~limit ~~impact~~ our ability to ~~locate a~~realize ~~suitable~~their ~~business~~full ~~combination~~market potential.

~~Our business strategy may overlap with some of the strategies of US Tiger and certain of its other affiliates.~~ In order to ~~minimize~~market ~~potential~~any ~~conflicts~~products ofin ~~interest~~any ~~which~~particular ~~may arise from multiple affiliations~~jurisdiction, our officers and directors will be required to present all suitable target businesses to Fortune Rise Acquisition Corp. (Nasdaq: FRLA), Fortune Joy International Acquisition Corp. (XYGJ), TradeUP 88 Corp. (TUFU), TradeUP Acquisition Corp. (Nasdaq: UPTD), and TradeUP Global Corporation (Nasdaq: TUGC) prior to presenting them to us, unless such opportunity is expressly offered to such individual solely in his capacity as an officer of our company and such opportunity is one we ~~are~~must ~~legally~~establish and ~~contractually~~comply permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent such individual is permitted to refer that opportunity to us without violating another legal obligation. In addition, US Tiger and its affiliates specialize in financial services and finance for institutional customers operating in the global financial markets. Acquisition opportunities that may be of interest to us may come to those other affiliates instead of us or may be pursued by those affiliates. Our affiliates are not restricted from competing with ~~our~~numerous ~~business~~ and ~~none~~varying ofregulatory ~~our~~requirements ~~affiliates are required to refer any such opportunities to us. Our sponsor and its affiliates face conflicts of interest relating to performing services~~ on ~~our~~a ~~behalf~~country-by-country ~~and~~basis ~~allocating~~regarding ~~investment~~safety ~~opportunities to us,~~ and ~~such conflicts may not be resolved in our favor, meaning we could find less suitable acquisition opportunities which could limit our ability to find a business combination that we find attractive~~efficacy.

~~Since~~Approval ~~our~~by ~~sponsor,~~the ~~executive~~FDA ~~officers~~in ~~and~~the ~~directors will~~United ~~lose~~States ~~their~~does ~~entire~~not ~~investment~~ensure inapproval usby ifregulatory ~~our~~authorities ~~initial~~in ~~business~~other ~~combination~~countries isor ~~not~~jurisdictions. ~~completed~~However, ~~(other~~the ~~than~~failure ~~with~~to ~~respect~~obtain toapproval ~~public shares~~in ~~they~~one jurisdiction may ~~acquire~~negatively ~~during~~impact orour ~~after~~ability ~~this~~to ~~offering),~~obtain ~~and~~approval ~~because~~elsewhere. ~~our~~In ~~sponsor~~addition, ~~officers~~clinical ~~and~~trials ~~directors~~conducted ~~who~~in ~~have~~one ancountry ~~interest~~may not be accepted by regulatory authorities in ~~founder~~ ~~shares~~other ~~may~~countries, ~~profit~~and ~~substantially~~regulatory ~~from~~approval ain ~~business~~one ~~combination~~country ~~even~~does ~~under~~not ~~circumstances~~guarantee regulatory approval in any other country. In cases where ~~our~~data ~~public~~from ~~shareholders~~United ~~would experience~~States ~~losses~~clinical intrials ~~connection~~are ~~with~~intended ~~their~~to ~~investment,~~serve aas ~~conflict~~the ofbasis ~~interest~~for ~~may~~marketing ~~arise~~approval in ~~determining~~the ~~whether~~foreign acountries, ~~particular~~the ~~business combination~~standards ~~target~~for isclinical ~~appropriate~~trials ~~for~~and ~~our~~approval ~~initial~~may ~~business~~be ~~combination~~different.

OnApproval ~~February~~processes 3,vary ~~2022,~~among ~~our~~countries ~~sponsor~~and ~~entered~~can ~~into a~~involve ~~securities~~additional ~~subscription~~product ~~agreement~~testing ~~with~~and ~~us,~~validation ~~pursuant~~and toadditional ~~which~~administrative ~~our~~review ~~sponsor~~periods. ~~agreed~~Seeking toforeign ~~purchase~~regulatory anapproval ~~aggregate~~could ofresult ~~2,156,250~~in ~~Class~~difficulties ~~B ordinary~~and ~~shares~~increased costs for anus ~~aggregate~~and ~~purchase~~require ~~price~~additional ofpreclinical ~~$25,000~~studies or ~~approximately~~clinical ~~$0.012 per share. Prior to the initial investment in the company of $25~~trials,~~000~~ bywhich ~~the~~could ~~sponsor,~~be ~~the~~costly ~~company~~and ~~had~~time- ~~no assets, tangible or intangible~~consuming. ~~The~~Regulatory ~~per~~requirements ~~share~~can ~~price~~vary ofwidely ~~the~~from ~~founder~~country ~~shares was~~to ~~determined~~country byand ~~dividing~~could ~~the~~delay ~~amount~~or ~~contributed~~prevent to the ~~company~~introduction byof ~~the~~our ~~number~~products ofin ~~founder~~those ~~shares issued~~countries. If we ~~increase~~fail orto ~~decrease the~~comply ~~size~~with ofregulatory ~~this~~requirements ~~offering,~~in weinternational ~~will~~markets ~~effect a share capitalization~~ or ato ~~share~~obtain ~~surrender~~and ormaintain ~~redemption~~required ~~or other appropriate mechanism~~approvals, as ~~applicable,~~or ~~with~~if ~~respect~~regulatory toapprovals ~~our Class B ordinary shares immediately prior to the consummation of this offering~~ in ~~such amount~~international asmarkets toare ~~maintain the number of founder shares~~delayed, ~~on an as-converted basis, at approximately 20% of~~ our ~~issued~~target ~~and~~market ~~outstanding ordinary shares upon the consummation of this offering (not including the private placement shares). The founder shares~~ will be ~~worthless~~ ifreduced weand ~~do not complete an initial business combination. In addition,~~ our ~~sponsor~~ability ~~has committed, pursuant~~ to arealize ~~written agreement,~~the tofull ~~purchase~~market anpotential ~~aggregate~~ of ~~330,000~~any ~~private~~product ~~placement units, at a price of $10.00 per unit, in a private placement that will close simultaneously with the closing of this offering. If~~ we dodevelop ~~not consummate an initial business within 15 months from the closing of this offering (or up to 21 months, as applicable), the private placement warrants~~ will ~~expire~~be ~~worthless~~impeded.

70Our business may suffer reputational harm due to failures of our product candidates.

The ~~personal~~failure ~~and financial interests~~ of our ~~executive officers~~current ~~and~~or ~~directors~~future ~~may~~product ~~influence~~candidates ~~their~~could ~~motivation~~have ~~in identifying and selecting~~ a ~~target~~lasting ~~business~~negative ~~combination,~~impact completing an initial business combination and influencing the operation of the business following the initial business combination and may result in a misalignment of interests between the holders of our founder shares and our officers and directors, on ~~the one hand, and~~ our ~~public~~ ~~shareholders~~reputation, onwhich ~~the other. In particular~~could, ~~because~~in ~~the founder shares were purchased at approximately $0.012 per share~~turn, ~~the~~ ~~holders~~impact of our ~~founder~~ability ~~shares~~to ~~(including~~successfully ~~members~~enter ofinto ~~our~~future ~~management~~licensing ~~team~~arrangements ~~that directly~~ or ~~indirectly~~other ~~own~~transactions ~~founder~~with ~~shares)~~potential ~~could make~~counterparties, araise ~~substantial~~future ~~profit~~capital after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or ~~other~~attract ~~transaction~~key ~~contemplated~~personnel byto ~~the~~join ~~business combination)~~us. ~~For~~As ~~example,~~ a ~~holder of 1~~result,~~000~~ ~~founder shares~~our ~~would have paid approximately $12.00 to obtain such shares. At the time of an initial~~ business ~~combination,~~and ~~such~~prospects ~~holder~~ would be ~~able~~materially ~~to convert such founder shares into 1~~harmed,~~000~~ ~~shares of Class A ordinary shares,~~ and would receive the same consideration as a public shareholder for the same number of Class A ordinary shares. If the value of the Class A ordinary shares on a post-combination basis (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination) were to decrease to $5.00 per Class A ordinary share, the holder of our ~~founder~~results ~~shares would obtain a profit~~ of ~~approximately~~operations ~~$4,988~~and onfinancial ~~account~~condition of the 1,000 founder shares that the holder had converted into Class A ordinary shares in connection with the initial business combination. By contrast, a public shareholder holding 1,000 Class A ordinary shares would ~~lose~~likely ~~approximately~~suffer ~~$5,000~~materially.00 ~~in connection with the same transaction.~~

InOur ~~addition,~~product ~~this~~candidates ~~risk~~ may ~~become~~cause ~~more~~undesirable ~~acute~~side ~~as the~~effects ~~12-month~~that ~~anniversary~~could ofdelay ~~the~~or ~~closing~~prevent oftheir ~~this~~regulatory ~~offering nears, which is the deadline for our consummation of an initial business combination~~approval.

~~Risks~~As ~~Associated~~is the case with ~~Acquiring~~pharmaceuticals generally, it is likely that there may be side effects and ~~Operating~~adverse events associated with our current or future product candidates. In the clinical trials we conduct with our current or future product candidates, patients may experience changes in their health, including illnesses, injuries, discomforts or a ~~Business~~fatal outcome. Often, it is not possible to determine whether the product candidate being studied caused or was associated with these conditions. In addition, it is possible that as we test our clinical products in ~~Foreign~~ ~~Countries~~larger, longer and more extensive clinical programs, or as use of these product candidates becomes more widespread if they receive regulatory approval, illnesses, injuries, discomforts and other adverse events that were

If32 we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

IfTable we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.Contents

If observed wein ~~effect~~earlier ~~our~~clinical ~~initial~~trials, ~~business~~as ~~combination with~~well ~~such~~as aconditions ~~company,~~that wedid ~~would~~not occur or went undetected in previous clinical trials, will be ~~subject~~reported toby ~~any~~subjects. ~~special~~Many ~~considerations~~times, orside ~~risks~~effects ~~associated~~are ~~with~~only ~~companies~~detectable ~~operating~~after ininvestigational anproducts ~~international setting~~are tested in large-scale, ~~including~~Phase ~~any~~3 ofclinical ~~the~~trial. ~~following:~~

·In ~~costs~~the event that our current or future product candidates reveal an unacceptable severity and ~~difficulties~~prevalence ~~inherent~~of inthese ~~managing~~or ~~cross~~other side effects, the clinical trials could be suspended or terminated, and the FDA could order us to cease further development of or deny approval of our product candidates for any or all targeted indications. The drug-~~border~~related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. Any of these occurrences may harm our business, financial condition and results of operations; significantly.

·Our ~~rules~~current product candidate is complex and ~~regulations~~difficult ~~regarding~~to ~~currency~~manufacture. ~~redemption;~~We could experience delays in satisfying regulatory authorities or manufacturing problems that result in delays in our development or commercialization programs, limit the supply of our current product candidate, or otherwise harm our business.

·We ~~laws~~currently ~~governing~~depend on contract manufacturers to conduct the ~~manner~~manufacturing and supply activities for SP-102. Manufacturing this product candidate requires facilities specifically designed for and validated for this purpose and sophisticated quality assurance and quality control procedures are necessary. Several factors could cause production interruptions, including equipment malfunctions, facility contamination, raw material shortages or contamination, natural disasters, disruption in ~~which~~utility ~~future~~services, ~~business~~human ~~combinations~~error ~~may~~or bedisruptions ~~effected;~~in the operations of our suppliers.

·If ~~exchange~~contaminations ~~listing~~are discovered in our supply of our current product candidate, or any future product candidates, or in the manufacturing facilities, such manufacturing facilities may need to be closed for an extended period of time to investigate and/ remedy the contamination. We may not be successful in securing additional sources at all or ~~delisting~~on ~~requirements;~~a timely basis, which could materially harm our development timelines. Any delay or interruption in the supply of clinical trial supplies could delay the completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, require us to begin new clinical trials at additional expense or terminate clinical trials completely.

71In addition, there are risks associated with large scale manufacturing for clinical trials or commercial scale including, among others, cost overruns, potential problems with process scale-up, process reproducibility, stability issues, compliance with cGMP, lot consistency and timely availability of raw materials. Slight deviations in the manufacturing process, including those affecting quality attributes and stability, may result in unacceptable changes in the product that could result in lot failures or product recalls. Lot failures or product recalls could cause us to delay clinical trials or product launches, which could be costly to us and otherwise harm our business, financial condition and results of operations.

·Furthermore, ~~tariffs~~our manufacturers may encounter problems hiring and ~~trade~~retaining ~~barriers;~~the experienced scientific, quality assurance, quality-control and manufacturing personnel needed to operate our complex manufacturing processes, which could result in delays in production or difficulties in maintaining compliance with applicable regulatory requirements. Any problems in our manufacturing process or facilities could make us a less attractive collaborator for potential partners, including larger biotechnology companies and academic research institutions, which could limit our access to additional attractive development programs. Problems in our manufacturing process could restrict our ability to meet potential future market demand for products, which could harm our business, financial condition and results of operations.

·33 ~~regulations related to customs and import/export matters;~~

·Table localof or regional economic policies and market conditions;Contents

·Risks ~~unexpected~~Related ~~changes~~to inOur ~~regulatory~~Business ~~requirements;~~and Operations

·If ~~longer~~we ~~payment~~are ~~cycles;~~unable to retain our key executives, it may delay our development efforts and harm our business, financial condition and results of operations.

·Our ~~tax~~industry ~~issues,~~has ~~including~~experienced ~~complex~~a ~~withholding~~high orrate ~~other~~of ~~tax~~turnover ~~regimes~~of ~~which~~management ~~may~~personnel ~~apply~~ in ~~connection~~recent ~~with~~years. If we are not able to attract, retain and motivate key executives to accomplish our business ~~combination~~objectives, orwe may experience constraints that will significantly impede our ability to raise additional capital and our ~~structure~~ability ~~following~~to implement our overall business ~~combination~~strategy. In particular, ~~variations~~we inare ~~tax~~highly ~~laws~~dependent asupon ~~compared~~our toexecutive ~~the~~officers, ~~United~~including ~~States~~Jaisim Shah, our Chief Executive Officer and ~~potential~~President, ~~changes~~Henry inJi, ~~the~~Ph.D., ~~applicable~~our ~~tax~~Executive ~~laws~~Chairman, inand Stephen Ma, our Chief Financial Officer. The loss of services of these executive officers could delay or prevent the ~~United~~successful ~~States~~development of our product pipeline and/ completion of our planned clinical trials. We do not carry “key person” insurance on any of our executive officers or ~~relevant~~other ~~non-U~~employees.S. ~~jurisdictions;~~

·Competition ~~currency~~for ~~fluctuations~~key executives in the biotechnology and ~~exchange~~pharmaceuticals ~~controls;~~field is intense, due to the limited number of individuals who possess the skills and experience required by our industry. Many of the pharmaceutical companies against which we compete for qualified personnel have greater financial and other resources, different risk profiles and a longer history in the industry than we do. They may also provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to qualified candidates than what we have to offer. In addition, regulation or legislation impacting the workforce, such as the proposed rule published by the Federal Trade Commission which would, if issued, generally prevent employers from entering into non-compete agreements with employees and require employers to rescind existing non-compete agreements, may lead to increased uncertainty in hiring and competition for talent. Further, we may experience employee turnover as a result of the ongoing “great resignation” occurring throughout the U.S. economy, which has impacted job market dynamics. New hires require training and take time before they achieve full productivity. New employees may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals. Moreover, we conduct our operations in the San Francisco Bay Area, a region that is home to many other biopharmaceutical companies as well as many academic and research institutions, resulting in fierce competition for qualified personnel. As such, we could have difficulty attracting and retaining experienced executives and may be required to expend significant financial resources in our recruitment and retention efforts.

·We ~~rates~~may need to increase the size of ~~inflation;~~our company and may not effectively manage our growth.

·As ~~challenges~~of October 1, 2025, we have six full-time employees, including three employees who have M.D.s or Ph.D.s. As a subsidiary of Scilex, we have been dependent upon the services provided by Scilex employees. Scilex currently has 27 full-time employees, including three employees who have M.D.s or Ph.D.s providing services to us. We will need to expand our managerial, operational, sales and marketing, finance and other resources in ~~collecting~~order ~~accounts~~to ~~receivable;~~manage our operations, clinical trials, research and development activities, regulatory filings, manufacturing and supply activities, and any marketing and commercialization activities, including co-promotion activities. Future growth would impose significant added responsibilities on members of management, including:

·• ~~cultural~~identifying, recruiting, integrating, maintaining and ~~language~~motivating ~~differences~~additional employees;

·• ~~employment~~managing ~~regulations~~our internal development efforts effectively, including the clinical, FDA and internal regulatory review process for our current and future product candidates, while complying with our contractual obligations to contractors and other third parties; and

·• ~~underdeveloped~~improving orour ~~unpredictable~~operational, ~~legal~~financial orand ~~regulatory~~management controls, reporting systems; and procedures.

·Our ~~corruption;~~future financial performance and our ability to commercialize our current and future product candidates will depend, in part, on our ability to effectively manage any future growth, if any, which may cause a significant strain on our management, and our operational, financial and other resources. Our ability to manage our growth

·34 ~~protection of intellectual property;~~

·Table socialof unrest, crime, strikes, riots and civil disturbances;Contents

· effectively ~~regime~~will ~~changes~~require us to implement and ~~political~~improve ~~upheaval;~~our operational, financial and management systems and to expand, train, manage and motivate our employees. These demands may require the hiring of additional management personnel and the development of additional expertise by management. Any increase in resources devoted to research and product development without a corresponding increase in our operational, financial and management systems could have a material adverse effect on our business, financial condition and results of operations.

·Our ~~terrorist~~insurance ~~attacks,~~policies ~~natural~~are ~~disasters~~expensive and ~~wars;~~protect ~~and~~us only from some business risks, which leaves us exposed to significant uninsured liabilities.

·Although ~~deterioration~~we endeavor to obtain appropriate insurance coverage for insurable risks that we identify, we do not carry insurance for all categories of ~~political~~risk ~~relations~~that ~~with~~our ~~the~~business ~~United~~may ~~States~~encounter.

Insurance coverage is becoming increasingly expensive. We ~~may~~have ~~not~~observed berapidly ~~able~~changing conditions in the insurance markets relating to ~~adequately~~nearly ~~address~~all ~~these additional~~areas ~~risks~~of traditional corporate insurance. IfSuch weconditions ~~were~~have ~~unable~~resulted toin dohigher sopremium costs, wehigher policy deductibles and lower coverage limits. We may not be ~~unable~~able to ~~complete~~maintain ~~such~~insurance ~~initial~~coverage ~~business~~at ~~combination~~a reasonable cost, or, ifin sufficient amounts to protect us against losses due to liability. While we ~~complete such~~maintain ~~combination~~property, casualty and general liability coverage, we do not carry specific biological or hazardous waste insurance coverage and our ~~operations~~insurance ~~might~~policies ~~suffer~~specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, ~~either~~in the event of ~~which~~contamination ~~may~~or ~~adversely~~injury, ~~impact~~we could be held liable for damages or be penalized with fines in an amount exceeding our ~~business~~resources, ~~financial~~and ~~condition~~our ~~and~~clinical ~~results of~~trials ~~operations~~or regulatory approvals could be suspended.

IfWe ~~our~~do ~~management~~not ~~following~~know ~~our~~if ~~initial~~we ~~business~~will ~~combination is~~be ~~unfamiliar~~able to maintain existing insurance with ~~United~~adequate ~~States~~levels ~~securities~~of ~~laws,~~coverage. ~~they~~Any significant uninsured liability may ~~have~~require us to ~~expend~~pay ~~time~~substantial ~~and~~amounts, ~~resources~~which ~~becoming~~would ~~familiar~~adversely ~~with~~affect ~~such~~our ~~laws~~business, ~~which~~ ~~could~~financial ~~lead~~condition toand ~~various~~results ~~regulatory~~of ~~issues~~operations.

Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If ~~new~~product ~~management~~liability islawsuits ~~unfamiliar~~are ~~with~~brought ~~United~~against ~~States securities laws~~us, ~~they~~we may ~~have~~incur tosubstantial ~~expend~~liabilities ~~time~~ and ~~resources becoming~~may ~~familiar with such laws. This could~~ be ~~expensive~~required ~~and time-consuming and could lead~~ to ~~various~~limit ~~regulatory~~commercialization ~~issues~~of ~~which may adversely affect~~ our ~~operations~~product candidates.

72Clinical testing of our product candidates may expose us to individual product liability claims, class action lawsuits or actions, and other individual or mass tort claims. For example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. In addition, physicians may misuse our product candidates, if approved, with their patients if they are not adequately trained, potentially leading to injury and increased risk of product liability. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of risks inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates, if approved. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

~~After~~• ~~our~~loss ~~initial business combination, substantially all~~ of ~~our assets may be located in a foreign country and substantially all of our~~ revenue ~~may be derived~~ from ~~our~~product operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.sales;

~~The~~• ~~economic,~~decreased political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand ~~for~~ ~~spending in certain industries. A decrease in demand~~ for ~~spending~~any inproduct ~~certain~~candidates ~~industries~~or ~~could~~products ~~materially~~that ~~and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if~~ we ~~effect our initial business combination, the ability of that target business to become profitable.~~develop;

~~Exchange~~• ~~rate~~injury ~~fluctuations and currency policies may cause a target business’ ability~~ to ~~succeed~~our ~~in the international markets to be diminished.~~reputation;

In• ~~the~~withdrawal ~~event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent~~ of ~~our~~clinical ~~net~~trial assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.participants;

We• ~~may~~initiation ~~reincorporate in another jurisdiction in connection with our initial business combination, and the laws~~ of ~~such~~investigations ~~jurisdiction~~by ~~may govern some or all of our future material agreements and we may not be able to enforce our legal rights.~~regulators;

In• ~~connection~~restrictions ~~with~~on ~~our initial business combination~~labeling, we ~~may relocate~~ the ~~home~~marketing ~~jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some~~ or ~~all~~manufacturing of ~~our~~any ~~future~~product ~~material~~candidates, ~~agreements.~~if ~~The~~approved, ~~system~~withdrawal of ~~laws and~~ the ~~enforcement of~~product ~~existing~~candidates, ~~laws~~if inapproved, ~~such~~from ~~jurisdiction may not be as certain in implementation and interpretation as in~~ the ~~United~~market ~~States.~~or ~~The~~voluntary ~~inability to enforce~~ or ~~obtain~~mandatory aproduct ~~remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.~~recalls;

We35 ~~are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.~~

WeTable are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target.Contents

~~Moreover,~~• because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs ~~necessitated by ongoing revisions~~ to ~~our~~defend ~~disclosure~~the ~~and~~related ~~governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.~~litigation;

73• a diversion of management’s time and our resources;

~~Risks~~• ~~Relating~~substantial monetary awards to ~~Taxation~~trial participants or patients; and

~~Transactions~~• inthe ~~connection~~inability ~~with or in anticipation of our initial business combination and our structure thereafter may not be tax-efficient~~ to ~~our~~commercialize ~~shareholders~~any ~~and warrant holders. As a result~~ of our ~~business~~product ~~combination, our tax obligations may be more complex, burdensome and uncertain~~candidates.

~~Although~~Our weinability ~~will attempt~~ to ~~structure~~obtain ~~transactions in connection with our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts~~ and ~~law~~maintain ~~are~~sufficient ~~uncertain~~product ~~and~~liability ~~may~~insurance ~~change,~~at ~~and~~an weacceptable ~~may~~cost ~~prioritize commercial~~ and ~~other~~scope ~~considerations over tax considerations. For example, in anticipation~~ of orcoverage ~~as a result of our initial business combination and subject~~ to ~~requisite~~protect ~~shareholder~~against ~~approval, we~~potential ~~may~~product ~~enter~~liability ~~into~~claims ~~one~~could orprevent ~~more transactions that require shareholders and/~~or ~~warrant~~inhibit ~~holders~~the tocommercialization ~~recognize~~of ~~gain~~any orproducts ~~income~~we ~~for tax purposes or otherwise increase their tax burden~~develop. We docurrently ~~not~~carry ~~intend~~product toliability ~~make~~insurance ~~any~~covering ~~cash~~use ~~distributions~~in toour ~~shareholders~~clinical ortrials ~~warrant holders to pay taxes~~ in ~~connection~~the ~~with~~amount ~~our~~of ~~business combination or thereafter~~$10.0 ~~Accordingly,~~million ain ~~shareholder~~the oraggregate. aAlthough ~~warrant~~we ~~holder~~maintain ~~may~~such beinsurance, ~~required to satisfy~~ any ~~liability~~claim ~~resulting~~that ~~from~~may ~~any~~be ~~such~~brought ~~transactions~~against ~~with~~us ~~cash~~could ~~from~~result ~~its~~in ~~own~~a ~~funds~~court orjudgment ~~by selling all~~ or asettlement ~~portion~~in ofan ~~such holder’s~~amount ~~shares~~that oris ~~warrants.~~not ~~In addition~~covered, wein ~~may~~whole ~~effect~~or ain ~~business~~part, ~~combination~~by ~~with~~our ainsurance ~~target~~or ~~company~~that is in ~~another~~excess ~~jurisdiction (including,~~of ~~but not limited to,~~ the ~~jurisdiction~~limits inof ~~which~~our ~~the~~insurance ~~target~~coverage. ~~company~~Our orinsurance ~~business~~policies isalso ~~located).~~have Asvarious aexclusions ~~result~~and deductibles, ~~shareholders~~ and ~~warrant~~we ~~holders~~ may be subject to ~~additional~~a ~~income,~~product ~~withholding~~liability orclaim ~~other~~for ~~taxes~~which ~~with~~we ~~respect~~have tono ~~their ownership of us after our initial business combination~~coverage.

We ~~may~~will ~~reincorporate~~have into ~~another~~pay ~~jurisdiction~~any amounts awarded by a court or negotiated in ~~connection with~~a settlement that exceed our ~~initial~~coverage ~~business~~limitations ~~combination~~or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such ~~reincorporation~~amounts. Moreover, in the future, we may ~~result~~not inbe ~~taxes~~able ~~imposed~~to onmaintain ~~shareholders~~insurance coverage at a reasonable cost or ~~warrant~~in ~~holders~~sufficient amounts to protect us against losses.

WeAny ~~may,~~disruption in ~~connection with~~ our ~~initial~~research ~~business combination~~ and ~~subject~~development tofacilities ~~requisite~~could ~~shareholder~~adversely ~~approval~~affect ~~under~~our ~~the Companies Act, reincorporate in the jurisdiction in which the target company or~~ business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident, orfinancial incondition ~~which~~and ~~its~~results members are resident if it is a tax transparent entity, or in any other jurisdictions in which the shareholder or warrant holder is subject to tax. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of ~~us after the reincorporation~~operations.

AnOur ~~investment~~principal executive offices are in the San Francisco Bay Area, California. Our facilities may be affected by natural or man-made disasters. Earthquakes are of particular significance since our ~~securities~~facilities are located in an earthquake-prone area. We are also vulnerable to damage from other types of disasters, including power loss, attacks from extremist organizations, fires, floods and ~~certain~~similar ~~subsequent transactions~~events. ~~with~~If ~~respect~~our facilities are affected by a natural or man-made disaster, we may be forced to curtail our ~~securities~~operations and/or rely on third parties to perform some or all of our research and development activities. Although we believe we possess adequate insurance for damage to our property and the disruption of our business from casualties, such insurance may ~~result~~not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all. In the future, we may choose to expand our operations in ~~uncertain~~either our existing facilities or ~~adverse~~in Unew facilities.S. ~~federal~~If ~~income~~we ~~tax~~expand ~~consequences~~our worldwide manufacturing locations, there can be no assurance that this expansion will occur without implementation difficulties, or at all.

AnWe ~~investment in our securities, and certain subsequent transactions with respect to our securities,~~ may ~~result~~seek ~~in uncertain U.S. federal income tax consequences for an investor. For instance, because there are no authorities that directly address the U.S. federal income tax implications of instruments similar~~ to ~~the~~grow ~~units~~our webusiness ~~are~~through ~~issuing~~acquisitions ~~in this offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary shares~~ and ~~the~~may ~~one-half~~fail ~~of one warrant~~ to ~~purchase~~realize ~~one Class A ordinary share included in each unit could be challenged by~~ the ~~Internal~~anticipated ~~Revenue~~benefits ~~Service (“IRS”) or courts. Furthermore, the U.S. federal income tax consequences~~ of aany ~~cashless exercise of warrants is unclear under current law. Finally~~acquisition, it is unclear whether the redemption rights with respect to our Class A ordinary shares suspend the running of a U.S. Holder’s (as defined below in “Taxation — United States Federal Income Tax Considerations — General”) holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and ~~for~~acquisitions ~~determining~~can ~~whether any dividend we pay would~~ be ~~considered~~costly “qualified dividends” eligible for favorable U.S. federal income tax treatment. See the section of this prospectus captioned “Taxation — United States Federal Income Tax Considerations” for a summary of the U.S. federal income tax considerations of an investment in our securities. Prospective investors are urged to consult with and ~~rely on their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities~~dilutive.

74Our success depends on our ability to continually enhance and broaden our product offerings in response to changing customer demands, competitive pressures, technologies and market pressures. Accordingly, from time to time we may expand our business and intellectual property portfolio through the acquisition of new businesses and technologies. We cannot assure that we will achieve anticipated benefits from any acquisition to justify the transaction.

WeCompetition within our industry for acquisitions of businesses, technologies and assets may bebecome aintense. ~~passive~~Even ~~foreign~~if ~~investment~~we ~~company~~are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or ~~“PFIC,”, which~~the target may be acquired by another company. We may enter into negotiations for acquisitions that are not ultimately consummated. Those negotiations could result in ~~adverse~~diversion ~~U.S.~~of ~~federal~~management ~~income~~time ~~tax~~and ~~consequences~~significant toout-of-pocket Ucosts.S. ~~investors.~~

IfThe wesuccess ~~are~~of ~~a PFIC for~~ any ~~taxable year~~acquisition ~~(or~~depends portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Taxation — United States Federal Income Tax Considerations — General”) of our Class A ordinary shares or warrants, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on, among other things, ~~whether we qualify for the PFIC start-up exception, the timing of~~ our ~~initial~~ability ~~business~~to ~~combination,~~combine ~~the amount of~~ our ~~passive income and assets in the year of the~~ business ~~combination,~~with ~~and~~an ~~the amount of passive income and assets of the~~ acquired business ~~(see~~in ~~the section of this prospectus captioned “Taxation — United States Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules”). Our actual status as~~ a ~~PFIC~~manner ~~for~~that ~~our~~does ~~current taxable year or any subsequent taxable year will~~ not bematerially ~~determinable~~disrupt ~~until~~existing ~~after~~relationships ~~the end of such taxable year (~~and ~~in the case of our start-up year, possibly not until after the close of the second taxable year following our start-up year). Accordingly, we cannot assure you~~ that weallows ~~will~~us ~~not~~to beachieve ~~a PFIC in our current taxable year or in any future taxable year.~~

If36 we determine we are a PFIC for any taxable year we will endeavor to provide, upon written request, to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” (“QEF”) election in respect of our Class A ordinary shares, but there can be no assurance that we will timely provide such required information and, any such election would be unavailable with respect to our warrants. The rules dealing with PFICs and with the QEF election are very complex and are affected by various factors in addition to those described in this prospectus. Accordingly, U.S. investors are strongly urged to consult with and rely solely upon their own tax advisors regarding the application of the PFIC rules to them in their particular circumstances. For a more detailed discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Taxation — United States Federal Income Tax Considerations — U.S. Holders — Passive Foreign Investment Company Rules.”

GeneralTable Riskof FactorsContents

We development and operational synergies. If we are aunable ~~recently~~to ~~incorporated~~achieve ~~exempted~~these ~~company~~objectives, ~~with no~~the ~~operating~~anticipated ~~history~~benefits ~~and~~of noan ~~revenues~~acquisition may not be realized fully, ~~and~~or ~~you~~at ~~have~~all, noor ~~basis~~may ontake ~~which~~longer to ~~evaluate~~realize ~~our~~than ~~ability~~expected. If we are obligated to ~~achieve~~make any milestone payments in connection with an acquisition or licensing agreement, such obligations could impose substantial additional costs on us and divert resources from other aspects of our business. ~~objective~~In addition, if we undertake such a transaction, we may issue dilutive securities, assume or incur debt obligations, incur large one-time expenses or acquire intangible assets that could result in significant future amortization expenses. As a result, an acquisition may not be accretive to our stock value or development pipeline in the near or long term.

We ~~are~~expect ato ~~recently~~incur ~~incorporated~~higher ~~exempted~~development ~~company~~and regulatory costs, ~~incorporated~~ ~~under~~and ~~the~~additional ~~laws~~costs ofintegrating the ~~Cayman~~operations ~~Islands~~and ~~with~~personnel noof ~~operating~~any ~~results,~~companies ~~and~~ we ~~will~~acquire, ~~not~~which ~~commence~~cannot ~~operations~~be ~~until~~estimated ~~obtaining funding~~accurately ~~through~~at this ~~offering~~time. ~~Because~~If wethe ~~lack~~total ancosts ~~operating~~of ~~history,~~the ~~you~~integration ~~have~~of ~~no basis upon which to evaluate~~ our ~~ability~~companies toand ~~achieve our~~advancement ~~business objective~~ of ~~completing~~acquired ~~our~~product ~~initial~~candidates ~~business~~and ~~combination~~technologies ~~with~~exceed ~~one~~the oranticipated ~~more~~benefits ~~target~~of ~~businesses.~~the ~~We have no plans~~acquisition, ~~arrangements or~~our ~~understandings with any prospective target~~ business, ~~concerning~~financial acondition ~~business combination~~ and ~~may~~results beof ~~unable~~operations tocould ~~complete~~be ~~our~~adversely ~~initial business combination~~affected. ~~If we fail to complete our initial business combination, we will never generate any operating revenues.~~

~~Past~~If ~~performance~~we byconduct business outside of the United States, the international components of our ~~management~~business ~~team~~will orexpose ~~their~~us ~~respective affiliates~~to ~~may~~business, ~~not~~legal, beregulatory, ~~indicative~~political, ofoperational, ~~future~~financial ~~performance~~and ofeconomic anrisks ~~investment~~associated inwith usconducting business outside of the United States.

~~Information~~We ~~regarding~~may ~~performance~~collaborate iswith ~~presented for~~international ~~informational~~manufacturing ~~purposes~~partners ~~only. Any past experience or performance of our management team~~ and ~~their~~expand ~~respective affiliates is not a guarantee of either (i)~~ our ~~ability to successfully identify and execute a transaction or (ii) success with respect to any~~ business ~~combination~~internationally ~~that~~in wethe ~~may consummate~~future. ~~You~~The ~~should~~purchase ~~not~~and ~~rely~~shipment ~~on the historical record~~ of ~~our~~components ~~management~~from ~~team~~international orsources ~~their respective~~will ~~affiliates~~subject ~~as indicative of the future performance of an investment in~~ us ~~or the returns we will, or are likely~~ to~~, generate~~ ~~going forward~~U.S. ~~Our~~and ~~management~~foreign ~~has~~governmental notrade, ~~experience~~import inand ~~operating~~export, ~~special~~and ~~purpose~~customs ~~acquisition~~regulations ~~companies~~and laws.

75Compliance with these regulations and laws is costly and exposes us to penalties for non-compliance. Other laws and regulations that can significantly impact us include various anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), as well as export controls laws. Any failure to comply with applicable legal and regulatory obligations could impact us in a variety of ways that include, but are not limited to, significant criminal, civil and administrative penalties, including imprisonment of individuals, fines and penalties, denial of export privileges, seizure of shipments, restrictions on certain business activities and exclusion or debarment from government contracting.

WeMoreover, ~~are~~the annew ~~emerging~~Trump ~~growth~~administration ~~company~~has substantially altered prior U.S. government international trade policy and ahas ~~smaller~~commenced ~~reporting company~~activities ~~within~~to ~~the~~renegotiate, ~~meaning~~or ofpotentially terminate, certain existing bilateral or multi- lateral trade agreements and treaties with foreign countries. In addition, the ~~Securities~~new ~~Act~~Trump administration has initiated or is considering imposing tariffs on certain foreign goods. Related to this action, ~~and~~certain ifforeign wegovernments, ~~take~~including ~~advantage~~China, ofhave instituted or are considering imposing tariffs on certain ~~exemptions~~U.S. ~~from~~goods. ~~disclosure~~It ~~requirements~~remains ~~available~~ unclear what the new Trump administration or foreign governments will or will not do with respect to ~~“emerging~~tariffs ~~growth~~or ~~companies”~~other international trade agreements and policies. Although the new Trump Administration has not yet implemented tariffs on pharmaceuticals, there can be no assurance that it will not implement such tariffs in the future. A trade war or ~~“smaller~~other ~~reporting~~governmental ~~companies~~action related to tariffs or international trade agreements or policies has the potential to disrupt our research activities,” ~~this~~affect ~~could~~our ~~make~~suppliers, increase the cost of materials purchased to manufacture our ~~securities~~products, ~~less~~impact ~~attractive~~ our ability to ~~investors~~sell ~~and~~our ~~may~~products ~~make~~outside itthe ~~more~~United ~~difficult~~States or to ~~compare~~sell our ~~performance~~products ~~with~~outside ~~other~~the ~~public~~United ~~companies~~States at competitive prices and/or to affect the United States or global economy or certain sectors thereof and, thus, could adversely impact our business.

WeConducting ~~are~~business aninternationally ~~“emerging~~involves growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a ~~nonbinding~~number ~~advisory vote on executive compensation and shareholder approval~~ of ~~any golden parachute payments not previously approved. As a result~~risks, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including: if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~Further~~• multiple, ~~Section 102(b)(1)~~sometimes ofconflicting ~~the~~and ~~JOBS~~changing ~~Act exempts~~laws ~~emerging~~and ~~growth~~regulations ~~companies~~such ~~from~~as ~~being~~tax ~~required to comply with new or revised financial accounting standards until private companies (that is~~laws, ~~those~~export that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~comply~~import ~~with~~restrictions, ~~the~~employment ~~requirements~~laws, ~~that apply to non~~anti-~~emerging~~bribery ~~growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised~~ and itanti-corruption ~~has different application dates for public or private companies~~laws, ~~we,~~regulatory asrequirements anand ~~emerging~~other ~~growth~~governmental ~~company~~approvals, ~~can~~permits ~~adopt~~and the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.licenses;

~~Additionally,~~• wedifficulties ~~are~~in aenforcing ~~“smaller~~our ~~reporting company”~~intellectual asproperty ~~defined~~rights and in ~~Item 10(f)(1)~~defending ofagainst ~~Regulation S~~third-K.party ~~Smaller~~threats ~~reporting~~and ~~companies~~intellectual ~~may~~property ~~take~~enforcement ~~advantage~~actions ofagainst ~~certain reduced disclosure obligations~~us, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ~~ordinary~~distributors ~~shares held by non-affiliates exceeds $250 million as of the prior June 30,~~ or ~~(2) our~~any ~~annual revenues exceeded $100 million during such completed fiscal year and the market value~~ of our ~~ordinary shares held by non~~third-~~affiliates~~party exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.suppliers;

7637

CAUTIONARYTable NOTEof REGARDING FORWARD-LOOKING STATEMENTS ANDContents

~~RISK~~• ~~FACTOR~~failure ~~SUMMARY~~by us or our distributors to obtain appropriate licenses or regulatory approvals for the sale or use of our product candidates, if approved, in various countries;

~~Some~~• ofdifficulties ~~the statements contained~~ in ~~this~~managing ~~prospectus may~~foreign constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. 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. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:operations;

·• ~~our~~cost ~~ability~~and toavailability ~~select~~of anshipping ~~appropriate~~and ~~target~~other ~~business~~means orof ~~businesses~~product transportation;

·• ~~our~~foreign ~~ability~~currency toexchange ~~complete~~rate ~~our initial business combination~~fluctuations;

·• ~~our~~changes ~~expectations~~in ~~around~~duties ~~the~~and ~~performance~~tariffs, oflicense aobligations ~~prospective~~and ~~target~~other ~~business~~non-tariff orbarriers ~~businesses~~to trade;

·• ~~our~~the ~~success~~imposition inof ~~retaining~~new ortrade ~~recruiting, or changes required in, our officers, key employees or directors following our initial business combination~~restrictions;

·• ~~our~~difficulties ~~officers~~in ~~and~~enforcing ~~directors~~agreements ~~allocating their time to other businesses~~ and ~~potentially~~collecting ~~having~~receivables ~~conflicts~~through ofcertain ~~interest~~foreign ~~with~~legal ~~our business or in approving our initial business combination~~systems;

·• ~~our~~complexities ~~potential~~associated ~~ability~~with tomanaging ~~obtain~~multiple ~~additional~~payor-reimbursement ~~financing~~regimes toor ~~complete~~self-pay ~~our initial business combination~~systems;

·• ~~our~~natural ~~pool~~disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of ~~prospective~~disease, ~~target~~boycotts, ~~businesses~~curtailment of trade and other business restrictions; and

·• ~~our~~failure ~~ability~~ to ~~consummate~~comply anwith ~~initial~~the ~~business~~FCPA, ~~combination~~including ~~due~~its tobooks ~~the~~and ~~uncertainty~~records ~~resulting~~provisions ~~from~~and ~~the~~its ~~recent~~anti-bribery ~~COVID~~provisions, and similar anti-19bribery ~~pandemic;~~and anti-corruption laws in other jurisdictions, for example by failing to maintain accurate information and control over sales or distributors’ activities.

·Any ~~the~~of ~~ability~~these ofrisks, if encountered, could significantly harm our ~~officers~~future ~~and~~international ~~directors~~expansion toand ~~generate~~operations aand, ~~number~~consequently, ofnegatively ~~potential~~impact our business, ~~combination~~financial ~~opportunities;~~condition and results of operations.

·The ~~our~~increasing ~~public~~use ~~securities’~~of ~~potential~~social ~~liquidity~~media platforms presents new risks and ~~trading;~~challenges.

·Social media is increasingly being used to communicate about our research, product candidates, investigational medicines and the ~~lack~~diseases our product candidates and investigational medicines are being developed to treat. Social media practices in the biopharmaceutical industry continue to evolve and regulations relating to such use are not always clear. This evolution creates uncertainty and risk of anon-compliance ~~market~~with ~~for~~regulations applicable to our ~~securities;~~business, resulting in potential regulatory actions against us. For example, patients may use social media channels to comment on their experience in an ongoing blind clinical study or to report an alleged adverse event.

·When ~~the~~such ~~use~~disclosures ofoccur, ~~proceeds~~there is a risk that we may fail to monitor and comply with applicable adverse event reporting obligations or we may not ~~held~~be able to defend our business or the public’s legitimate interests in the ~~trust~~face ~~account~~of orthe ~~available~~political and market pressures generated by social media due to restrictions on what we may say about our product candidates. There is also a risk of inappropriate disclosure of sensitive information or negative or inaccurate posts or comments about us ~~from~~on ~~interest~~any ~~income~~social networking website. Furthermore, our employees, affiliates and/or business partners may use social media for their personal use, and their activities on ~~the~~social ~~trust~~media ~~account~~or ~~balance;~~in other forums could result in adverse publicity for us. Any negative publicity as a result of social media posts, whether or not such claims are accurate, could adversely impact us. If any of these events were to occur or we otherwise fail to comply with applicable regulations, we could incur liability, face regulatory actions, or incur other harm to our business, financial condition and results of operations.

·Our ~~the~~business ~~trust~~and ~~account~~operations ~~not~~would ~~being~~suffer ~~subject~~in tothe ~~claims~~event of ~~third~~a ~~parties;~~system failure.

·While we have implemented and maintain security measures, our ~~financial~~computer ~~performance~~systems ~~following~~and ~~this~~those ~~offering;~~of our CROs and other contractors and consultants are vulnerable to computer viruses, unauthorized access, cybersecurity attacks, and other security incidents, including as perpetrated by hackers, or as the result of natural disasters, terrorism, war, or telecommunications or electrical failures. While we have not experienced any material system failure or a security breach to date, if such an event were to occur, it could result in a material disruption of our product development programs or a loss of our trade secrets or other proprietary information. For example, the

·38 ~~the other risk and uncertainties discussed in “Risk Factors” and elsewhere in this prospectus.~~

TheTable forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.Contents

77 loss of clinical trial data from completed, ongoing, or planned clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce such data. To the extent that any disruption or security breach were to result in the loss of or damage to our data or applications, or the unauthorized disclosure of confidential or proprietary information, including personal data, we could incur material legal liability or be the subject of legal claims, suffer damage to our reputation, lose or harm our intellectual property rights, and delay the continued research, development and commercial efforts of our product candidates, if approved. If we are held liable for a claim against which we are not insured or for damages exceeding the limits of our insurance coverage, whether arising out of cybersecurity matters or some other matter, that claim could have a material adverse effect on our business, financial condition, and results of operations.

~~USE~~Further, OFa ~~PROCEEDS~~security incident or privacy violation that leads to the unauthorized acquisition, interruption, modification, loss, theft, corruption, interference, or other unauthorized disclosure of, or prevents access to, personal data, including patient data or other protected health information, could harm our reputation, compel us to comply with federal or state breach notification laws and foreign equivalents, subject us to mandatory corrective action, require us to verify the correctness of database contents, and otherwise subject us to liability under laws and regulations that protect personal data, resulting in increased costs or loss of revenue. Our ability to effectively manage and maintain our internal business information depends significantly on our enterprise resource planning (“ERP”) system and other information systems. Portions of our information technology systems may experience interruptions, delays, or cessations of service or produce errors in connection with ongoing systems implementation work. Cybersecurity attacks in particular are continually evolving and include, but are not limited to, malicious software, ransomware, attempts to gain unauthorized access to data under our custody or control, and other electronic security breaches that could lead to disruptions in systems, misappropriation of confidential or otherwise protected information, and corruption of data. If we are unable to prevent such cybersecurity attacks or privacy violations or implement satisfactory remedial measures, our operations could be disrupted, we may suffer loss of reputation, we may be the subject of governmental investigations, legal claims, or litigation, or we may incur financial loss or other regulatory penalties, each of which may not be covered by our insurance. In addition, these breaches and other unauthorized access to our systems can be difficult to detect, and any delay in identifying any such event may lead to increased harm of the type described above.

WeUnstable ~~are~~market ~~offering~~and ~~7,500,000~~economic ~~units~~conditions atmay anhave ~~offering price~~serious ofadverse ~~$10.00~~consequences ~~per~~on ~~unit.~~our

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