Lei Huang

About Lei Huang

Lei Huang is Chief Executive Officer and Director of Denali Capital Acquisition Corp. (DECA), serving since inception; DECA was incorporated on January 5, 2022 . He is 53 years old and holds an M.S. in Global Financial Analysis from Bentley University . DECA is a SPAC shell company with no operations and nominal assets; FY2024 net loss was $167,306 and funds held in trust were $9,021,005 at December 31, 2024 (record date trust balance ~$9,117,848) . He signed DECA’s 2025 extraordinary meeting proxy and certifies periodic reports as Principal Executive Officer .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

DECA does not disclose PSU/RSU/option awards or performance metrics for executives prior to the initial business combination .

Equity Ownership & Alignment

• Stock ownership guidelines: Not disclosed; DECA notes an insider trading policy filed as Exhibit 19.1 but does not detail hedging/pledging prohibitions in the 10-K text .
• Pledging/hedging: No pledging or hedging disclosures specific to DECA’s insiders in the cited materials .
• Vested vs unvested; options: No executive option holdings or vesting schedules are disclosed for Lei Huang .

Employment Terms

• Employment agreements: None disclosed for executives; DECA states executives and directors receive no cash compensation prior to the business combination, with reimbursement of out-of-pocket expenses reviewed quarterly by the audit committee .
• Severance/Change-in-control: No executive-specific severance or CIC economics disclosed; merger documentation describes corporate-level stockholder and sponsor arrangements but not personal severance for executives .
• Non-compete/non-solicit/garden leave: Not disclosed .
• Insider trading policy: Company has adopted an insider trading policy; filed as Exhibit 19.1 to the FY2024 10‑K .

Board Governance

• Board composition: DECA’s board consists of four members: Lei Huang (CEO/Director), Huifeng Chang (Director), Jim Mao (Director), and Kevin D. Vassily (Director) .
• Committee memberships: Only an Audit Committee; members are Huifeng Chang, Jim Mao, and Kevin D. Vassily (Chair; audit committee financial expert) .
• Independence: Board has determined that Chang, Mao, and Vassily are independent; Lei Huang is not listed as independent and serves as CEO and Director (dual role) .
• Director appointment rights pre‑combination: Prior to consummation of an initial business combination, holders of Class B shares (founder shares) appoint all directors; public shareholders do not vote on director appointments (amendable only by supermajority) .
• Board meeting attendance; executive sessions; lead independent director: Not disclosed in the cited documents .

Compensation & Incentives Structure Analysis

• Pay-for-performance alignment: Pre‑combination, no cash or equity incentive compensation is disclosed for executives, limiting traditional pay‑for‑performance levers; founders’ and sponsor ownership (Class B and private placement shares) align insiders with successful completion of a business combination and post‑merger equity value .
• Guaranteed vs at-risk pay: No guaranteed cash pay disclosed; economic exposure primarily via founder/sponsor equity positions .
• Modifications/repricing: No equity award repricing or modifications disclosed; merger-related equity conversion terms set forth in S-4/10-K are corporate-level .

Related Party Transactions and Red Flags

• Sponsor financing and extension loans: DECA issued a Convertible Promissory Note to the Sponsor (borrowing limit increased to $2,000,000 on Jan 24, 2025; outstanding $1,408,200 at Dec 31, 2024) and an Extension Convertible Promissory Note up to $180,000 to fund monthly extensions . Scilex issued an extension convertible note to DECA ($75,292 funded) .
• Sponsor interest sale: Sponsor sold 500,000 Class B shares to Scilex for $2,000,000 plus 300,000 Scilex shares (issuable at Effective Time), with conversion 1:1 to New Semnur common on Domestication .
• Nasdaq delisting risk: Immediate suspension/delisting expected on or about April 6–7, 2025 under Nasdaq IM-5101-2/Rule 5815 if business combination not completed in 36 months; could impact liquidity and merger feasibility .
• Late Section 16 filings: One late Form 4 by sponsor and one by Jiandong Xu were noted; board reports no other delinquent filings .

Performance & Track Record

• Company operating status: DECA is a blank check shell company; no operating revenues to date .
• FY2024 financials: Net loss $167,306; interest income $1,578,042; operating expenses $1,649,106; trust account cash held with variable interest; net cash used in operations $753,296 .
• Shareholder redemptions: Oct 11, 2023 redemption of 3,712,171 shares; July 10, 2024 redemption of 3,785,992 shares, reducing public shares to 751,837 .
• Extension timeline and payments: Monthly extension contributions ($15,037–$15,064) deposited on multiple dates through March 11, 2025 to extend deadline to April 11, 2025 .
• Merger status: Agreement and Plan of Merger signed Aug 30, 2024 with Semnur (Scilex subsidiary); contemplated Domestication to Delaware, renaming to Semnur Pharmaceuticals, Inc.; equity value set at $2.5 billion; various stockholder/sponsor support agreements executed .

Director Compensation

Say‑on‑Pay & Shareholder Feedback

• Not applicable for DECA as a SPAC; no executive compensation program disclosed and no say‑on‑pay votes presented in the proxy .

Expertise & Qualifications

• Technical/functional experience: Extensive compliance and broker/dealer operations background; multiple large-bank compliance roles; SPAC CEO experience .
• Education: M.S. in Global Financial Analysis, Bentley University .
• Board qualifications: Capital markets, compliance, and SPAC execution experience .

Equity Ownership Alignment and Pledging

• Alignment: Founder share ownership by Lei Huang (50,000 Class B) and significant sponsor/Scilex stakes indicate insider exposure to post‑combination equity outcomes via conversion mechanics .
• Pledging/hedging: DECA references an insider trading policy; the 10-K text doesn’t enumerate hedging/pledging prohibitions; no pledging by Lei Huang disclosed .

Employment Contracts, Severance, and Change‑of‑Control Economics

• Employment contract terms for Lei Huang are not disclosed .
• Severance/CIC provisions: No personal severance or CIC benefits disclosed for executives; merger documents outline corporate equity conversion and governance rights (e.g., Scilex board designation rights) rather than executive severance economics .

Board Service History, Committee Roles, Dual‑Role Implications

• Service history: Director since inception; CEO dual role .
• Committee roles: No compensation/governance committee; audit committee only; Lei is not an audit committee member .
• Independence considerations: With a CEO-director and Class B holders appointing directors pre‑combination, independence is constrained until the business combination closes; three directors are affirmatively independent .

Investment Implications

• Insider alignment is driven by founder/sponsor equity rather than cash compensation; absence of disclosed executive pay reduces near-term cash-driven selling pressures but insider liquidity could emerge post‑combination upon conversion and any release from transfer restrictions (terms not disclosed in cited docs) .
• Execution risk is high: extensive redemptions have reduced public float; DECA faces imminent Nasdaq delisting absent timely completion, which could impair merger feasibility and liquidity; sponsor financing and Scilex support mitigate extension timing but add related-party complexity .
• Governance post‑combination will be influenced by Scilex’s rights to designate directors and consent rights under the Stockholder Agreement, potentially impacting board independence and strategic decisions in the combined company .