Jim Mao

About Jim Mao

Jim Mao (age 57) is an independent director of Denali Capital Acquisition Corp. (DECA) and has served on the board since April 2022. He is a founding and managing partner at Citta Capital, focused on early-growth technology investments across Enterprise/SaaS, AI applications, blockchain, ESG, cloud computing, and healthcare tech, and previously was a Partner at WestSummit Capital; he has co‑authored five U.S. patents .

Past Roles

External Roles

Board Governance

• Board structure: Four directors; prior to a business combination, holders of Class B shares appoint all directors (public shareholders do not vote on director appointments), with two‑year director terms .
• Committees: Audit Committee only; members are Huifeng Chang, Jim Mao, and Kevin D. Vassily (Chair). All are independent under Nasdaq and SEC rules; Vassily qualifies as an “audit committee financial expert” .
• Independence: The board determined Mao is an “independent director” under Nasdaq listing standards and applicable SEC rules .
• Executive sessions: Independent directors have regularly scheduled meetings where only independent directors are present .
• Legal/Section 16 compliance: No material legal proceedings disclosed; no late Section 16 filings attributed to Mao (one late Form 4 for the sponsor and one for Jiandong Xu) .

Fixed Compensation

Performance Compensation

• No equity or cash performance‑linked director compensation disclosed; no RSUs/PSUs, options, or performance metrics for directors prior to business combination .

Other Directorships & Interlocks

Potential conflict: target’s parent (Scilex) acquired significant founder shares from Sponsor; directors and officers have beneficial interests in Sponsor and founder shares become worthless if no deal closes, creating pressure to consummate a transaction .

Expertise & Qualifications

• Venture and technology investor with 20+ years in enterprise software, internet/mobile apps, digital media, intelligent hardware, advanced manufacturing/materials, medical devices, and clean tech; co‑authored five U.S. patents .
• Industry focus includes AI applications, cloud computing, ESG, and healthcare technology .

Equity Ownership

• Directors and officers (including Mao) hold founder shares and certain have beneficial interests in the Sponsor; these securities and private placement warrants expire worthless if no business combination closes, highlighting alignment with deal completion rather than ongoing performance .

Governance Assessment

• Strengths:

  • Audit committee independence; presence of an audit committee financial expert; quarterly review of related payments and robust audit committee responsibilities .
  • Independent director status and executive sessions for independent directors enhance oversight .

• Concerns/RED FLAGS:

  • Founder-share and sponsor alignment: Directors (including Mao) have beneficial interests in founder shares/private warrants that are worthless if no business combination occurs, potentially biasing toward transaction closure over value discipline .
  • Target interlock via Sponsor: Scilex (parent of the SPAC target Semnur) purchased 500,000 Class B founder shares from the Sponsor, creating perceived conflicts as sponsor-aligned holders benefit at closing; requires heightened scrutiny of deal terms and fairness safeguards .
  • Shareholder rights limitations: Prior to business combination, Class B holders control director appointments; public shareholders cannot vote on director appointments, limiting accountability and board refreshment options .
  • Company-level listing risk: Imminent Nasdaq suspension/delisting due to the SPAC 36‑month rule may impair liquidity and closing conditions; while company‑level, it heightens pressure to consummate a deal, amplifying founder-share related conflicts .

• Compensation alignment:

  • No cash or performance compensation for directors pre‑combination; alignment is predominantly through founder economics. Investors should monitor post‑combination director compensation structure, ownership guidelines, and any pledging/hedging policies (none disclosed pre‑combination) .

• Engagement/attendance:

  • Specific meeting attendance rates not disclosed; independent executive sessions occur regularly, indicating some structured independent oversight .

Overall, Mao brings deep technology investing expertise and sits on a fully independent audit committee. However, SPAC-specific founder economics, the Scilex founder-share purchase, and pre‑combination governance structure present conflicts and pressure signals that warrant investor caution and careful evaluation of the Semnur transaction’s terms, fairness, and post‑combination governance safeguards .