What is the expected timeline for closing the business combination and any associated regulatory approvals?

The SEC’s declaration that the Form S‑4 registration statement is effective clears the primary filing hurdle for the Denali / Semnur business combination. Once the registration is effective, the parties can file the definitive proxy statement and convene the shareholder vote. In typical SP‑AC transactions, the period between an effective filing and the closing of the deal is 30‑45 calendar days, assuming the shareholder vote is approved and no material regulatory setbacks arise. Consequently, market participants should expect the combination to be finalized by the end of 2025, with the closing likely occurring in the fourth quarter once the required shareholder approvals are secured.

Beyond the shareholder vote, the transaction still depends on any sector‑specific regulatory clearances—most notably FDA approvals for Semnur’s non‑opioid pain‑management pipeline. While the SEC filing does not trigger a new FDA review, the company will still need to satisfy any pending clinical‑trial or product‑approval milestones. If those approvals are on track, the regulatory timeline should not materially extend the closing beyond the Q4 2025 window; however, unexpected FDA feedback could push the final close into early 2026.

Trading implication: The effectiveness of the S‑4 is a short‑term bullish catalyst, and the stock may experience upward pressure as the market prices in the anticipated Q4 2025 closing. Traders can consider a buy‑on‑dip or a tight‑range position ahead of the shareholder vote, while remaining vigilant for any FDA‑related news that could delay the consummation of the deal. The upside is capped by the expected year‑end closing, so a modest risk‑managed exposure is appropriate at this stage.