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MKDWELL Tech Inc. – ‘F-4/A’ on 3/25/24

On:  Monday, 3/25/24, at 8:28pm ET   ·   As of:  3/26/24   ·   Accession #:  1493152-24-11194   ·   File #:  333-277785

Previous ‘F-4’:  ‘F-4’ on 3/8/24   ·   Latest ‘F-4’:  This Filing   ·   2 References:   To:  MKDWELL Tech Inc. – Previous ‘F-4’ on 3/8/24 To:  Cetus Capital Acquisition Corp. – ‘8-K’ on 2/3/23 for 1/31/23 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/24  MKDWELL Tech Inc.                 F-4/A                  6:8.1M                                   M2 Compliance LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-4/A       Pre-Effective Amendment to Registration Statement   HTML   6.99M 
                by a Foreign Issuer - Securities for a Merger                    
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     77K 
 3: EX-5.2      Opinion of Counsel re: Legality                     HTML     18K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
 5: EX-23.2     Consent of Expert or Counsel                        HTML      6K 
 6: EX-23.3     Consent of Expert or Counsel                        HTML      6K 

As filed with the U.S. Securities and Exchange Commission on March 25, 2024

Registration No. 333-277785

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MKDWELL TECH INC.

(Exact name of Registrant as specified in its charter)

1F, No. 6-2, Duxing Road,

Hsinchu Science Park,

Hsinchu City 300, Taiwan

+886-3-5781899

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ☐

If this Form is 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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

The 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 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.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction or state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED MARCH 25, 2024

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

CETUS CAPITAL ACQUISITION CORP.

AND PROSPECTUS FOR UP TO 25,227,057 ORDINARY SHARES AND 6,036,875 WARRANTS

OF MKDWELL TECH INC.

Proxy Statement/Prospectus dated [●], 2024

and first mailed to the stockholders of Cetus Capital Acquisition Corp. on or about [●], 2024

To the Stockholders of Cetus Capital Acquisition Corp.:

You are cordially invited to attend the special meeting of the Stockholders of Cetus Capital Acquisition Corp. (“Cetus Capital,” “we”, “our”, or “us”), which will be held at [●] a.m., Eastern time, on [●], 2024 (the “Special Meeting”). The board of directors of Cetus Capital (the “Cetus Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at [http://www.[●]]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Cetus Capital is a Delaware corporation incorporated as a blank check 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. The business combination will be completed as a result of the Acquisition Merger (as defined below) and the SPAC Merger (as defined below).

Business Combination between Cetus Capital and MKD

On June 20, 2023, Cetus Capital entered into that certain Business Combination Agreement (as it may be amended, restated, supplemented or modified from time to time, the “Business Combination Agreement”), by and among MKD Technology Inc., a Taiwan corporation with registration number 28408583 (“MKD Taiwan”), MKDWELL Limited, a company incorporated in the BVI with BVI Company Number 2121160 (“MKD BVI”, and together with MKD Taiwan and their subsidiaries, “MKD”), and Ming-Chia Huang, in his capacity as the representative of the shareholders of MKD Taiwan (the “Shareholders’ Representative”), pursuant to which, among other things: (A) the Shareholders’ Representative will incorporate MKDWELL Tech Inc., a BVI business company (“PubCo”), for the purpose of serving as the public listed company whose shares will be traded on The Nasdaq Stock Market, which company shall initially be owned by the Shareholders’ Representative; (B) PubCo will incorporate MKDMerger1 Inc., a BVI business company and wholly-owned subsidiary of PubCo (“Merger Sub 1”), for the sole purpose of merging with and into MKD BVI (the “Acquisition Merger”) with MKD BVI being the surviving entity and a wholly-owned subsidiary of PubCo; (C) PubCo will incorporate MKDMerger2 Inc., a BVI business company and wholly-owned subsidiary of PubCo (“Merger Sub 2”), for the sole purpose of the merger of the Company with and into Merger Sub 2 (the “SPAC Merger”, and together with the Acquisition Merger, the “Mergers”; and the transactions contemplated by the Business Combination Agreement being collectively referred to as the “Business Combination”), in which SPAC will be the surviving entity; (D) MKD BVI and Merger Sub 1 will effect the Acquisition Merger; and (E) the Company and Merger Sub 2 will effect the SPAC Merger. Following the consummation of the Business Combination, PubCo will be a publicly traded holding company listed on The Nasdaq Stock Market.

In this proxy statement/prospectus, “PubCo” refers to MKDWELL Tech Inc., a BVI business company which will serve as the public listed company whose shares will be traded on The Nasdaq Stock Market following listing, the “Combined Company” refers to PubCo and its consolidated subsidiaries after the consummation of the Business Combination, and “MKD” means MKD Taiwan, MKD BVI and all of their respective subsidiaries, except that references in the section “MKD’S Business” to “MKD,” the “Group,” “we,” “us,” “our,” and other similar terms refer to MKD Taiwan, MKD BVI, and all of their subsidiaries. See “Frequently Used Terms” for a glossary of frequently used terms and technical terms used throughout this proxy statement/prospectus.

PubCo was incorporated in the BVI on July 25, 2023 with BVI Company Number 2128871 and became a party to the Business Combination Agreement on July 31, 2023, and each of Merger Sub 1 and Merger Sub 2 was incorporated in the BVI on August 1, 2023 with BVI Company Numbers 2129350 and 2129349, respectively, and became a party to the Business Combination Agreement on August 10, 2023.

As a result of the Business Combination, among other things, (i) all outstanding ordinary shares of MKD BVI will be cancelled in exchange for up to approximately 23,000,000 ordinary shares of PubCo (the “PubCo Ordinary Shares”), (ii) each outstanding unit of Cetus Capital (the “Cetus Unit”) will be automatically detached, (iii) each unredeemed outstanding share of Class A common stock of Cetus Capital (the “Cetus Common Stock”) will be cancelled in exchange for the right to receive one (1) PubCo Ordinary Share, (iv) every six (6) outstanding rights of Cetus Capital (the “Cetus Rights”) will be contributed in exchange for one (1) PubCo Ordinary Share, cancelled and cease to exist, and (v) each warrant to purchase one (1) share of Cetus Common Stock (the “Cetus Warrants”) will automatically be cancelled and cease to exist in exchange for a warrant to purchase one (1) PubCo Ordinary Share (the “PubCo Warrants”).

This proxy statement/registration statement is registering the following securities:

Up to a maximum of approximately 23,000,000 PubCo Ordinary Shares will be issued to shareholders of MKD BVI in exchange for their shareholdings of MKD BVI. Pursuant to the Business Combination Agreement, the total number of PubCo Ordinary Shares that will be issued to MKD BVI shareholders is “the sum of the Aggregate Merger Consideration less the amount of Closing Company Debt, plus the amount of Closing Company Cash, in each case, as reflected on the Closing Statement, such sum being then MULTIPLIED by the percentage of equity interest of the Company which MKD BVI directly or indirectly owns as of the Closing Date, and then DIVIDED by $10.” As of August 8, 2023 and the date of this proxy statement/prospectus, MKD BVI owns 17,011,476 of the 27,278,652 issued and outstanding shares of MKD Taiwan, or approximately 62.36%. The “Aggregate Merger Consideration” means $230,000,000 as stipulated in the Business Combination Agreement. Assuming no further adjustments result from the “Closing Company Debt” and the “Closing Company Cash,” and assuming that MKD BVI continues to own 62.36% of the equity interest of MKD Taiwan on the closing date of the Business Combination, an aggregate of 14,343,228 PubCo Ordinary Shares will be issued to shareholders of MKD BVI in exchange for their shareholdings of MKD BVI. 

Proposals To Be Voted On By Cetus Capital Stockholders

At the Special Meeting, Cetus Capital stockholders will be asked to consider and vote upon the following proposals:

Shares, Warrants and Rights Following the Business Combination

Each Public Unit consists of one Public Share, one Public Warrant and one Public Right. Each Public Warrant is exercisable for one PubCo Ordinary Share at an exercise price of $11.50 per share. Each Public Right will convert into one-sixth (1/6) of one PubCo Ordinary Share upon the consummation of the Business Combination.

If the Cetus Capital stockholders approve the Business Combination Proposal, immediately prior to the consummation of the Business Combination, all outstanding Public Units will separate into their individual components of Public Shares and Public Rights and will cease separate existence and trading.

Upon the consummation of the Business Combination, the current equity holdings of the Cetus Capital stockholders shall be exchanged as follows:

It is anticipated that, upon consummation of the Business Combination, Cetus Capital’s stockholders immediately prior to the closing of the Business Combination, including the Sponsor (as defined below), will own approximately 25.2% of the issued PubCo Ordinary Shares, and MKD BVI’s shareholders immediately prior to the Closing of the Business Combination will own approximately 74.8% of the issued PubCo Ordinary Shares. These relative percentages assume that none of the public stockholders of Cetus Capital immediately prior to the Closing of the Business Combination exercise their redemption rights, as discussed herein, and that MKD BVI owns 62.36% of the issued and outstanding ordinary shares of MKD Taiwan immediately prior to the Closing of the Business Combination, and assuming no other adjustments due to MKD Taiwan’s cash and debt. If any of the public stockholders of Cetus Capital immediately prior to the closing of the Business Combination exercise their redemption rights, the anticipated percentage ownership of the stockholders of Cetus Capital immediately prior to the closing of the Business Combination will be reduced. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Business Combination Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The Cetus Units, Cetus Common Stock, Cetus Warrants and Cetus Rights are currently listed on the Nasdaq Stock Market under the symbols “CETUU”, “CETU”, “CETUW” and “CETUR”, respectively. PubCo has applied to list the PubCo Ordinary Shares and the PubCo Warrants on the Nasdaq Stock Market under the symbols “MKDW” and “MKDWW”, respectively, in connection with the Closing. Cetus Capital cannot assure you that the PubCo Ordinary Shares will be approved for listing on Nasdaq.

Overview of PubCo

PubCo is a holding company incorporated in the British Virgin Islands. As a holding company with no material operations of its own, following the closing of the Business Combination, PubCo will conduct substantially all of its operations through its operating subsidiaries in the PRC and Taiwan. Because of PubCo’s corporate structure, and since MKD’s operations are primarily located in the PRC and Taiwan, PubCo will be subject to various legal and operational risks and uncertainties associated with being based in or having the majority of our operations in China and the complex and evolving PRC laws and regulations. Any failure or perceived failure to fully comply with regulatory requirements could significantly limit or completely hinder PubCo’s ability to offer securities to investors, cause significant disruption to its business operations, and severely damage PubCo’s reputation, which could materially and adversely affect PubCo’s financial condition and results of operations and could cause the value of PubCo’s securities to significantly decline or be worthless. For a description of PubCo’s corporate structure following the closing of the Business Combination, see “MKD’s Business—Corporate Structure and Reorganization” beginning on page 107.

PRC Regulations

The PRC government initiated a series of regulatory actions and statements to regulate activities in the oversea securities listing in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure. On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which have come into effect on March 31, 2023. The Overseas Listing Trial Measures will regulate both direct and indirect overseas offering and listing by PRC domestic companies by adopting a filing-based regulatory regime. Pursuant to the Overseas Listing Trial Measures, domestic companies that seek to offer or list securities overseas, whether directly or indirectly, should fulfill the filing procedures and report relevant information to the CSRC within three working days after submitting listing applications and subsequent amendments. According to the Notice on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC, or the CSRC Notice, the Business Combination may require the designation of an operating entity in the PRC to complete the filing procedures with the CSRC. MKD has submitted the filing with the CSRC on September 21, 2023, and has since been informed by CSRC that it is not within the scope of the Overseas Listing Trial Measures. As advised by MKD’s PRC legal counsel, Jingtian & Gongcheng, MKD believes that the Business Combination and listing on Nasdaq does not require further review or approval by CSRC. However, see “Risk Factors—Risks Related to Doing Business in China.”

Additionally, the PRC regulatory requirements regarding cybersecurity are evolving, including adopting new measures to extend the scope of cybersecurity reviews. As advised by Jingtian & Gongcheng, MKD believes it will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” after the Measures for Cybersecurity Review (the “Cybersecurity Review Measures”) became effective on February 15, 2022, considering that (i) it currently do not have personal information of more than one million people and does not anticipate that it will be collecting over one million people’s personal information in the foreseeable future, (ii) it has not been identified as a “critical information infrastructure operator” by any government authorities, and (iii) it has not received any notification of cybersecurity review from relevant governmental authorities due to any impact or potential impact on national security. In addition, as advised by Jingtian & Gongcheng, MKD has obtained all requisite licenses, permits and approvals from relevant authorities in the PRC that are material to its operations. If MKD or its subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and MKD becomes required to obtain such permissions or approvals in the future, such developments could have a material adverse effect on MKD’s business operations and financial results.

Cash Transfers And Distributions

Cash may be transferred among PubCo or MKD and its subsidiaries in the following manner: (1) funds may be transferred to PubCo’s or MKD’s operating subsidiaries from PubCo or MKD as needed in the form of capital contribution or shareholder loans; (2) dividends or other distributions may be paid by PubCo’s or MKD’s operating subsidiaries to PubCo or MKD; and (3) PubCo’s or MKD’s PRC subsidiaries may lend to and borrow from each other from time to time for business operation purposes. PubCo or MKD and its subsidiaries are permitted under PRC laws and regulations to provide funding to PubCo’s or MKD’s subsidiaries in the form of loans or capital contributions, provided that the applicable governmental registration and approval requirements are satisfied. In the future, cash proceeds raised from financings conducted outside of China, may be transferred by PubCo or MKD to its PRC subsidiaries via capital contribution or shareholder loans. See page 18, “Cash Transfers And Distributions in PubCo and MKD” for further details on cash transfers within the MKD Group for the years ended December 31, 2021, 2022 and 2023.

As a holding company, PubCo or MKD may rely on dividends and other distributions on equity paid by its PRC operating subsidiaries for its cash and financing requirements. MKD currently has two subsidiaries incorporated in Mainland China, MKD Jiaxing and MKD Shanghai. Current PRC regulations permit Chinese companies to distribute dividends only out of their accumulated profits, and additionally, PRC companies are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of the company’s registered capital. Funds under such reserves are not distributable as cash dividends. In addition, if any of PubCo’s or MKD’s PRC subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends.

Dividend or distribution payments from MKD’s PRC operating entities MKD Jiaxing and MKD Shanghai to MKD Samoa are subject to PRC withholding tax of 10% under PRC law. Remittance of dividends by a wholly foreign-owned company, such as MKD Jiaxing and MKD Shanghai out of Mainland China is subject to examination by the banks designated by the State Administration of Foreign Exchange of the PRC (“SAFE”). Dividend or distribution payments by MKD Taiwan to MKD BVI shall be subject to a withholding tax of 21% under current Taiwan tax law. Under the current foreign exchange control laws and regulations of Taiwan, MKD Taiwan may, upon filing a report with the Central Bank of the Republic of China (Taiwan) (the “CBC”), purchase foreign exchange with New Taiwan Dollars and remit the same out of Taiwan for purposes other than trade or service related payments, in an amount up to US$50,000,000 (or such other amount as determined by the CBC from time to time, at its discretion) per calendar year, without special approval from the CBC. Foreign exchange purchase for purposes other than trade or service related payments exceeding the applicable ceiling would require a special approval from the CBC, which is discretionary and would be decided by the CBC on a case-by-case basis. Dividend or distribution payments by MKD BVI to PubCo are not subject to withholding tax under BVI law. Similarly, dividend or distribution payments by PubCo to PubCo shareholders (including U.S. investors) are not subject to withholding tax under BVI law.

As of the date of this proxy statement/prospectus, no dividends or distributions have been made to PubCo’s shareholders by PubCo, or to any U.S. investors. For the years ended December 31, 2021, 2022 and 2023, no dividend was paid by MKD Taiwan or MKD BVI to MKD Taiwan’s or MKD BVI’s shareholders respectively, or to any U.S. investors. See “Cash Transfers And Distributions in PubCo and MKD” for further details.

Currently, other than complying with applicable PRC laws and regulations, each of PubCo and MKD does not have its own cash management policy and procedures that dictate how funds are transferred. In addition, its PRC subsidiaries generate their revenue primarily in Renminbi, and cash transfers from PubCo and MKD’s PRC subsidiaries to their parent companies outside of China are subject to PRC government regulation of currency conversion. As a result, any restriction on currency exchange may limit the ability of PRC subsidiaries to pay dividends to PubCo and MKD. To the extent cash or assets in the business is in the PRC or a PRC entity, the funds and assets may not be available to fund operations or for other use outside of mainland China due to Chinese government’s regulation and limitations on the ability of PubCo and MKD or its subsidiaries by the PRC government to transfer cash or assets.

The Holding Foreign Companies Accountable Act

PubCo’s Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines it is unable to inspect or fully investigate our auditor and as a result the exchange where our securities are traded may delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive instead of three consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found it was unable to inspect or investigate completely certain named registered public accounting firms headquartered in mainland China and Hong Kong. MKD’s independent registered public accounting firm, Marcum Asia CPAs LLP, is headquartered in the United States and has been inspected by the PCAOB on a regular basis and as such, it is not affected by or subject to the PCAOB’s Determination Report. Whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. See “Risk Factors—Risks Related to Doing Business in China—PubCo’s securities may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely MKD’s auditor.”

Investing in the securities of PubCo involves a high degree of risk. See “Risk Factors” beginning on page 27 for a discussion of information that should be considered in connection with an investment in the securities of PubCo.

As of March 20, 2024, there was approximately $21.8 million in Cetus Capital’s Trust Account (as defined below). On March 19, 2024, the last sale price of Cetus Common Stock was $10.56.

Pursuant to the Existing Charter, Cetus Capital is providing its public stockholders with the opportunity to redeem all or a portion of their shares of Cetus Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest, less taxes payable, divided by the number of then outstanding shares of Cetus Common Stock that were sold as part of the Cetus Units in Cetus Capital’s initial public offering (“IPO”), subject to the limitations described herein. Cetus Capital estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $10.60 at the time of the Special Meeting, based upon the amount available in the Trust Account as of March 20, 2024 and without giving effect to any tax expense withdrawals. Cetus Capital’s public stockholders may elect to redeem their shares even if they vote for the Business Combination or do not vote at all. Cetus Capital has no specified maximum redemption threshold under the Existing Charter. Holders of outstanding Cetus Warrants and Cetus Rights do not have redemption rights in connection with the Business Combination.

Cetus Capital is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Cetus Sponsor LLC and EF Hutton, who together own approximately 46.4% of Cetus Common Stock as of the record date, have agreed to vote their shares of Cetus Common Stock in favor of the Business Combination Proposal, and intend to vote for the Nasdaq Proposal, the Incentive Plan Proposal, the PubCo Charter Proposal, the Advisory PubCo Charter Proposal, the Advisory Director Election Proposal, the NTA Amendment Proposal and the Adjournment Proposal.

Each stockholder’s vote is very important. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay. Cetus Capital’s stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person if such stockholder subsequently chooses to attend the Special Meeting. If you are a holder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals. And broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and no effect on the Adjournment Proposal. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 27.

The Cetus Board has unanimously approved the Business Combination Agreement, and unanimously recommends that Cetus Capital stockholders vote “FOR” approval of each of the Proposals. When you consider the Cetus Board’s recommendation of these Proposals, you should keep in mind that Cetus Capital’s directors and officers have interests in the Business Combination that may conflict with or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by Cetus Capital Stockholders: The Business Combination — Interests of Cetus Capital’s Directors and Executive Officers in the Business Combination.”

On behalf of the Cetus Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Cetus Capital with the SEC, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Karen Smith

Advantage Proxy, Inc.

Phone: 206-870-8565

Fax: 206-870-8492

ksmith@advantageproxy.com

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Special Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Cetus Capital, PubCo, MKD Taiwan and MKD BVI. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Cetus Capital, PubCo, MKD Taiwan and MKD BVI has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus:

“2024 Plan” or “Incentive Plan” means the MKDWELL Tech Inc. 2024 Share Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex C.

“Acquisition Entity” means each of PubCo, Merger Sub 1 and Merger Sub 2.

“Acquisition Entities” means PubCo, Merger Sub 1 and Merger Sub 2, collectively.

“Acquisition Merger” means the merger of Merger Sub 1 with and into MKD BVI.

“Adjournment Proposal” or “Proposal No. 8” means a proposal to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus.

“Advisory Director Election Proposal” or “Proposal No. 6” means a proposal to approve, on a non-binding advisory basis, the appointment of five (5) directors who, upon consummation of the Business Combination, will become directors of PubCo.

“Advisory PubCo Charter Proposal” or “Proposal No. 5” means a proposal to consider and vote upon, on a non-binding advisory basis, certain governance provisions in PubCo’s memorandum and articles of association.

“Amended and Restated Memorandum and Articles of Association” means the memorandum and articles of association of PubCo to be adopted for the purposes of the Business Combination as set out in the PubCo Charter Proposal.

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement that certain holders of the securities of Cetus Capital, including the Sponsor and EF Hutton, will enter into at the Closing with Cetus Capital and PubCo.

“ARC Group” means ARC Group Limited.

“Business Combination” means the Mergers and the other transactions to be consummated under the Business Combination Agreement.

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of June 20, 2023, by and among Cetus Capital, MKD Taiwan, MKD BVI and the Shareholders’ Representative, as it may be amended, restated, supplemented or modified from time to time.

“Business Combination Period” means the period initially ending on November 3, 2023, which period was later extended to February 3, 2024, and which period, following the Extension Meeting, may be extended for up to six (6) one-month extensions to August 3, 2024, provided that an additional amount equal to the lesser of $0.03 per outstanding Public Share and $50,000 for each month extended is deposited into the Trust Account, in accordance with the Existing Charter. On or about October 31, 2023, the Sponsor deposited an aggregate of $575,000 into the Trust Account to extend the Business Combination Period for an additional three month period, until February 3, 2024. Following the Extension Meeting, the Sponsor has caused to be deposited an aggregate of $100,000 into the Trust Account to extend the Business Combination Period for two additional one month periods, until April 3, 2024.

“Business Combination Proposal” or “Proposal No. 1” means a proposal to approve and adopt the Business Combination Agreement.

“BVI” means the British Virgin Islands.

“Certificates of Merger” means the certificates of merger to be issued by the BVI Registrar of Corporate Affairs in respect of the Mergers.

“Cetus Board” means the board of directors of Cetus Capital.

“Cetus Capital” means Cetus Capital Acquisition Corp.

“Cetus Common Stock” means shares of the Class A common stock, par value $0.0001 per share, of Cetus Capital.

“Cetus Rights” means Private Rights and the Public Rights.

“Cetus Securities” means Cetus Units, Cetus Common Stock (excluding any redeemed shares), Cetus Warrants and Cetus Rights.

“Cetus Units” means units of Capital.

“Cetus Warrants” meant the warrants to purchase shares of Cetus Common Stock at an exercise price of $11.50 per share, which include the Public Warrants and the Private Warrants.

“China” or the “PRC”, in each case, refers to the People’s Republic of China, excluding, for the purpose of this proxy statement/prospectus only, Hong Kong, Macau and Taiwan. The term “Chinese” has a correlative meaning for the purpose of this proxy statement/prospectus.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code.

“Combined Company” means PubCo and its consolidated subsidiaries after the consummation of the Business Combination.

“Companies Act” means the BVI Business Companies Act, 2004 (as amended).

“CSRC” means the China Securities Regulatory Commission.

“CST” means Continental Stock Transfer & Trust Company, LLC.

“DWAC” means Deposit/Withdrawal At Custodian.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

“EF Hutton” means EF Hutton, division of Benchmark Investments, LLC.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Existing Charter” means the Amended and Restated Certificate of Incorporation of Cetus Capital as in effect on the date of this proxy statement/prospectus, as amended from time to time, including as amended by the filing of that certain Certificate of Amendment with the Delaware Secretary of State on February 2, 2024.

“Extension Meeting” means that certain meeting of the stockholders of Cetus Capital held on January 31, 2024.

“First Addendum” means the First Addendum to the Business Combination Agreement, dated as of July 31, 2023.

“Founder Shares” refer to the 1,437,500 shares of Cetus Common Stock held or controlled by Cetus Sponsor LLC prior to the IPO.

“Fourth Addendum” means the Fourth Addendum to the Business Combination Agreement, dated as of February 1, 2024.

“GAAP” means accounting principles generally accepted in the United States of America.

“IFRS” means the International Financial Reporting Standards.

“Incentive Plan Proposal” or “Proposal No. 3” means a proposal to approve PubCo’s 2024 Share Incentive Plan.

“Initial Stockholders” means the stockholders who hold the Founder Shares.

“IPO” means Cetus Capital’s initial public offering.

“Lock-up Agreements” means the lock-up agreements that certain holders of MKD BVI ordinary shares and certain holders of Cetus Common Stock executed contemporaneously with the execution of the Business Combination Agreement.

“Lock-Up Period” means the period commencing on the Closing Date and ending on the date that is 180 days after the Closing Date.

“Lock-up Shares” means any of the PubCo Ordinary Shares issued in connection with the Acquisition Merger or the SPAC Merger, as applicable, as well as any securities convertible into, or exchangeable for, or representing the right to receive, Cetus Common Stock or PubCo Ordinary Shares acquired during the Lock-Up Period, other than PubCo Ordinary Shares acquired in open market transactions during the Lock-Up Period.

“Mergers” means the SPAC Merger and the Acquisition Merger.

“Merger Sub 1” means MKDMerger1 Inc., a BVI business company incorporated in the BVI with BVI Company Number 2129350 and a direct wholly-owned subsidiary of PubCo.

“Merger Sub 2” means MKDMerger2 Inc., a BVI business company incorporated in the BVI with BVI Company Number 2129349 and a direct wholly-owned subsidiary of PubCo.

“MKD” means MKD Taiwan, MKD BVI and all of their respective subsidiaries.

“MKD BVI” means MKDWELL Limited, a company incorporated in the BVI with BVI Company Number 2121160.

“MKD Jiaxing” refers to MKDWELL (Jiaxing) Electronic Technology Ltd., a company incorporated in the PRC.

“MKD Samoa” refers to MKDWELL Limited, a company incorporated in Samoa.

“MKD Shanghai” refers to MKDWELL (Shanghai) Electronic Technology Ltd., a company incorporated in the PRC.

“MKD Taiwan” means MKD Technology Inc., a Taiwan corporation with registration number 28408583.

“MKD Taiwan Material Adverse Effect” means a change, event, effect or circumstance that, individually or in the aggregate, has a material adverse effect on (a) the business, financial condition, assets, liabilities, results of operations or prospects of MKD Taiwan and the MKD Taiwan Subsidiaries, taken as a whole; provided, however, that no event, change, circumstance, effect, development, condition or occurrence resulting from, arising out of or relating to any of the following shall constitute or be deemed to contribute to an MKD Taiwan Material Adverse Effect, or shall otherwise be taken into account in determining whether an MKD Taiwan Material Adverse Effect has occurred or would reasonably be expected to occur: (i) changes in applicable laws, U.S. Generally Accepted Accounting Principles or other applicable accounting rules, (ii) changes in general economic, political, business or regulatory conditions, (iii) changes in United States or global financial, credit, commodities, currency or capital markets or conditions, (iv) the outbreak or escalation of war, military action or acts of terrorism, changes due to natural disasters or pandemics, (v) any action expressly required by the Business Combination Agreement or any Ancillary Agreement or taken with the prior written consent of Cetus Capital, (vi) the public announcement, pendency or completion of the transactions contemplated by the Business Combination Agreement, (vii) the COVID-19 pandemic, (viii) the failure in and of itself to meet internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), except, in the case of clauses (i) through (iv) and clause (vii) to the extent such event, change, circumstance, effect, development, condition or occurrence has or would reasonably be expected to have a disproportionately adverse impact on MKD Taiwan and the MKD Taiwan Subsidiaries taken as a whole as compared to other persons operating in any of the industries in which MKD Taiwan and the MKD Taiwan Subsidiaries operate; or (b) the ability of MKD Taiwan to perform its obligations under the Business Combination Agreement or to consummate the transactions contemplated hereby.

“MKD Taiwan Party(ies)” means MKD Taiwan, the MKD Taiwan Subsidiaries, MKD BVI, PubCo and the PubCo Subsidiaries.

“MKD Taiwan Subsidiary(ies)” means any entity as to which MKD Taiwan owns, directly or indirectly, or otherwise controls, more than fifty percent (50%) of the voting shares or other similar interests.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” or “Proposal No. 2” means a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, or Nasdaq Listing Rules, the issuance of more than 20% of the current total issued and outstanding PubCo Ordinary Shares pursuant to the terms of the Business Combination Agreement.

“NTA Amendment Proposal” or “Proposal No. 7” means a proposal that the Existing Charter of Cetus Capital currently in effect be amended by t deletion and replacement of Section 9.2(a) therein.

“PIPE” means private investment in public equity.

“Plans of Merger” means the articles of merger (including the plans of merger and other required statutory information) to be registered with the BVI Registrar of Corporate Affairs in respect of the Mergers.

“Private PubCo Warrant Shares” means the PubCo Ordinary Shares issuable upon exercise of the Private PubCo Warrants.

“Private PubCo Warrants” means the PubCo Warrants issued in exchange for the Private Warrants.

“Private Rights” means rights of Cetus Capital sold as part of the Private Units.

“Private Warrants” means the warrants included in the Private Units.

“Private Units” means the 286,875 Cetus Units that the Sponsor purchased at a price of $10.00 per unit for an aggregate purchase price of $2,868,750 in a private placement that closed simultaneously with the IPO.

“Proposals” means the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the PubCo Charter Proposal, the Advisory PubCo Charter Proposal, the Advisory Director Election Proposal, the NTA Amendment Proposal and the Adjournment Proposal.

“Proposed PubCo Charter” means PubCo’s proposed amended and restated memorandum and articles of association to be in effect following the Closing of the Business Combination.

“PubCo” means MKDWELL Tech Inc., a BVI business company incorporated in the BVI with BVI Company Number 2128871 on July 25, 2023.

“PubCo Board” means the board of directors of PubCo.

“PubCo Charter Proposal” or “Proposal No. 4” means a proposal to amend PubCo’s memorandum and articles of association.

“PubCo Ordinary Shares” means Ordinary Shares of PubCo, par value $0.0001 per share.

“PubCo Subsidiary(ies)” means any entity as to which PubCo owns, directly or indirectly, or otherwise controls, more than fifty percent (50%) of the voting shares or other similar interests.

“PubCo Warrants” means, collectively, the Public PubCo Warrants and the Private PubCo Warrants.

“PubCo Warrant Shares” means, collectively, the Public PubCo Warrant Shares and the Private PubCo Warrant Shares.

“Public PubCo Warrant Shares” means the PubCo Ordinary Shares issuable upon exercise of the Public PubCo Warrants.

“Public PubCo Warrants” means the PubCo Warrants issued in exchange for the Public Warrants.

“Public Rights” means rights of Cetus Capital sold as part of the Public Units in the IPO.

“Public Shares” means the shares of Cetus Common Stock sold as part of the Public Units in the IPO.

“Public Stockholders” means the holders of the Public Shares.

“Public Warrants” means the warrants included in the Public Units.

“Public Units” means units of Cetus Capital sold in the IPO.

“SEC” means the United States Securities and Exchange Commission.

“Second Addendum” means the Second Addendum to the Business Combination Agreement, dated as of August 10, 2023.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Shareholders’ Representative” means Ming-Chia Huang, in his capacity as the representative of the shareholders of MKD Taiwan.

“SPAC Merger” means the merger of Merger Sub 2 with and into Cetus Capital.

“Special Meeting” means the special meeting of the Stockholders of Cetus Capital to be held at [●] a.m., Eastern time, on [●], 2024, as a virtual meeting at [http://www.[●]].

“Sponsor” means Cetus Sponsor LLC.

“Taiwan Reorganization” means, collectively, (x) the acquisition by MKD BVI, directly or indirectly, of at least fifty-one percent (51%) of the issued and outstanding ordinary shares of MKD Taiwan and (y) the acquisition by MKD BVI of any shares of MKDWELL (Jiaxing) Electronic Technology Ltd. that are not directly or indirectly owned by MKD Taiwan.

“Third Addendum” means the Third Addendum to the Business Combination Agreement, dated as of November 19, 2023.

“Trust Account” means Cetus Capital’s U.S.-based trust account with CST for the benefit of the Public Stockholders.

“Trust Agreement” means that certain Investment Management Trust Agreement dated as of January 31, 2023 by and between Cetus Capital and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company, LLC.

GLOSSARY OF TECHNICAL TERMS

“AIoT” means artificial intelligence of things.

“ECU” means electronic controller unit, which is an embedded system used in automotive electronic systems to control electrical systems, electronic systems, and automotive subsystems.

“GPS” means Global Positioning System.

“IoT” means intelligence of things.

“IVI” means in-vehicle infotainment.

“LiDAR” means light detection and ranging, a remote sensing technology that uses light to measure the distance or range of objects.

“ODM” means original design manufacturer.

“OEM” means original equipment manufacturer.

“OTA” means over the air, a technology that allows equipment to update the software and firmware of remotely sold vehicles through wireless networks.

“RV” means recreational vehicles.

“TOF” means Time of Flight, a method used to gauge the distance between a sensor and an object by measuring the time difference between the emission of a laser pulse and its return to the sensor after reflection from the object’s surface.

“VIoT” means vehicle intelligence of things.

Cetus Capital Acquisition Corp.

Floor 3, No. 6, Lane 99

Zhengda Second Street, Wenshan District

Taipei, Taiwan, R.O.C. 11602

+886-920518827

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2024

TO THE STOCKHOLDERS OF CETUS CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Cetus Capital Acquisition Corp., a Delaware corporation (“Cetus Capital”), will be held on [●], 2024 at [●] AM Eastern Time. The board of directors of Cetus Capital (the “Cetus Board”) has determined to convene and conduct the Special Meeting in a virtual meeting format at [http://www.[●]]. Stockholders will NOT be able to attend the Special Meeting in person. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity. The Special Meeting will be held for the following purposes:

At the Special Meeting, Cetus Capital stockholders will be asked to consider and vote upon the following proposals:

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” If Cetus Capital does not consummate the Business Combination and fails to complete an initial business combination prior to the expiration of the Business Combination Period, Cetus Capital will be required to dissolve and liquidate.

As of [●], 2024, there were 3,840,809 shares of Cetus Common Stock issued and outstanding and entitled to vote. Only Cetus Capital stockholders who hold shares of record as of the close of business on [●], 2024 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. This proxy statement/prospectus is first being mailed to Cetus Capital stockholders on or about [●], 2024. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding shares of Cetus Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have the effect of a vote against the Business Combination Proposal and no effect on the Adjournment Proposal. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay to our proxy solicitor not later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by attending the Special Meeting in person and casting your vote by ballot or by submitting a written revocation to our proxy solicitor, that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies. For more information, see the section titled “How to Obtain Additional Information” in this proxy statement/prospectus.

The Cetus Board unanimously recommends that you vote “FOR” approval of each of the Proposals.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-277785) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of the PubCo Ordinary Shares and the PubCo Warrants to Cetus Capital’s stockholders, warrantholders and rightsholders, as applicable, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Special Meeting at which Cetus Capital’s stockholders will be asked to consider and vote upon the Proposals to approve the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the PubCo Charter Proposal, the Advisory PubCo Charter Proposal, the Advisory Director Election Proposal and the NTA Amendment Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning MKD Taiwan’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by MKD Taiwan’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which MKD Taiwan operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, MKD Taiwan obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties as the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The MKD name, logos and other trademarks and service marks of MKD appearing in this proxy statement/prospectus are the property of MKD. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that MKD will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. Cetus Capital files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Cetus Capital’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact Cetus Capital’s proxy solicitor. For more information, see the section titled “How to Obtain Additional Information” in this proxy statement/prospectus.

None of Cetus Capital, MKD Taiwan, MKD BVI nor any of the Acquisition Entities has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Cetus Capital, MKD Taiwan and/or MKD BVI and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MKD,” and “MKD’s Business.” 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.

The forward-looking statements are based on the current expectations of the management of Cetus Capital and MKD Taiwan, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties 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 in “Risk Factors,” those discussed and identified in public filings made with the SEC by Cetus Capital and the following:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Cetus Capital, MKD Taiwan, MKD BVI and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to MKD Taiwan, MKD BVI, Cetus Capital, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, MKD Taiwan, MKD BVI and Cetus Capital undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

AND THE SPECIAL MEETING

Approval of the Business Combination will require the affirmative vote of the holders of a majority of the issued and outstanding Cetus Stock present and entitled to vote at the Special Meeting or any adjournment thereof.

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding Cetus Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof; provided, that approval of the PubCo Charter Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Cetus Common Stock as of the record date and entitled to vote at the Special Meeting, and approval of the NTA Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the issued and outstanding shares of Cetus Common Stock as of the record date and entitled to vote at the Special Meeting. As of the record date, 1,781,875 shares held by the Sponsor and EF Hutton, or approximately 46.4% of the outstanding Cetus Common Stock, would be voted in favor of each of the Proposals.

The exercise of the discretion of Cetus Capita’s directors and officers in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the best interest of the stockholders of Cetus Capital.

With respect to all of the proposals, other than the PubCo Charter Proposal and the NTA Amendment Proposal, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting “AGAINST” such proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of such proposals.

With respect to the PubCo Charter Proposal and the NTA Amendment Proposal, both attending the Special Meeting either in person or by proxy and abstaining from voting, and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares, will have the same effect as voting “AGAINST” such proposal.

Any corrected or changed written demand of redemption rights must be received by Cetus Capital’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Cetus Common Stock as of the record date. Any public stockholder who holds Cetus Common Stock on or before [●], 2024 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company, LLC

Attention: Mark Tumulty

mtumulty@continentalstock.com

1 State Street 30th Floor

New York, NY 10004-1561

212.845.3294

$1,725,000, the deferred underwriting commissions in connection with the IPO, will be released to the underwriters only on completion of the Business Combination, in an amount equal to approximately 3.0% of the gross proceeds of the IPO. Below is a summary of the total deferred underwriting commission to be paid upon closing of the Business Combination, assuming (i) no redemptions, (ii) the redemption of 50% of all Public Shares and (iii) maximum redemptions.

If the Business Combination is completed, the immediate per share value of PubCo Ordinary Shares that are received in exchange for Public Shares will be significantly reduced when redemptions increase.

The book value per share of the Ordinary Shares after the Business Combination would be $1.01 under the minimum redemption scenario, $0.49 if 50% of all Public Shares are redeemed, and $0.01 under the maximum redemption scenario. Under the maximum redemption scenario, the holders of 1,898,342 Public Shares exercise their redemption rights in connection with the Business Combination, which represents the maximum redemption amount so that the combined company would have sufficient cash resources to pay estimated transaction fees and expenses, after giving effect to payments to redeeming shareholders, and assuming a per share redemption price of $10.11, thereby leaving 160,592 Public Shares unredeemed.

A summary calculation table is as follows:

Karen Smith

Advantage Proxy, Inc.

Phone: 206-870-8565

Fax: 206-870-8492

ksmith@advantageproxy.com

However, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that, where a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization (including an exchange described in Section 351 of the Code), the U.S. person is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met. We do not anticipate that the Merger will satisfy the applicable requirements under Section 367(a).

Pursuant to Section 367(a), a U.S. Holder that exchanges its Cetus Common Stock, Cetus Warrants or Cetus Rights, as applicable, for PubCo Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Merger will recognize gain (but not loss) in an amount equal to the excess, if any, of (i) the fair market value of the PubCo Ordinary Shares or PubCo Warrants received, over (ii) the U.S. Holder’s adjusted tax basis in the Cetus Common Stock, Cetus Warrants or Cetus Rights exchanged.

The tax consequences of the Merger are complex and will depend on your particular circumstances. For a more detailed discussion of certain U.S. federal income tax consequences of the Merger and the Business Combination, see the section titled “Material U.S. Federal Income Tax Consequences – Material U.S. Federal Income Tax Consequences of the Business Combination” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Karen Smith

Advantage Proxy, Inc.

Phone: 206-870-8565

Fax: 206-870-8492

ksmith@advantageproxy.com

You may also obtain additional information about Cetus Capital from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

DELIVERY OF DOCUMENTS TO CETUS CAPITAL’S sTOCKholders

Pursuant to the rules of the SEC, Cetus Capital and vendors that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus, unless Cetus Capital has received contrary instructions from one or more of such stockholders. Upon written or oral request, Cetus Capital will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that Cetus Capital deliver single copies of this proxy statement/prospectus in the future. Stockholders may notify Cetus Capital of their requests by contacting our proxy solicitor as follows:

Karen Smith

Advantage Proxy, Inc.

Phone: 206-870-8565

Fax: 206-870-8492

ksmith@advantageproxy.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Business Combination Agreement, and the First Addendum, the Second Addendum, the Third Addendum, and the Fourth Addendum thereto, attached as Annexes A-1, A-2, A-3 and A-4, respectively, PubCo’s Amended and Restated Memorandum and Articles of Association attached as Annex B, and PubCo’s 2024 Share Incentive Plan attached as Annex C. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Cetus Capital’s stockholders.

The Parties to the Business Combination

Cetus Capital Acquisition Corp.

Cetus Capital Acquisition Corp. is a blank check company incorporated as a Delaware corporation on June 7, 2022. Cetus Capital was formed 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.

On February 3, 2022, Cetus Capital sold 5,750,000 Public Units at a price of $10.00 per Public Unit, including the full exercise of the over-allotment option of 750,000 Public Units granted to the underwriters, generating gross proceeds of $57,500,000 related to its IPO. Each Public Unit consists of one Public Share, one Public Warrant and one Public Right. Each Public Right will convert into one-sixth (1/6) of one PubCo Ordinary Share upon the consummation of the Business Combination.

Concurrently with the closing of Cetus Capital’s IPO, the Sponsor purchased an aggregate of 286,875 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,868,750 in a private placement, and Cetus Capital issued 57,500 shares of Cetus Common Stock to EF Hutton for nominal consideration.

The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If Cetus Capital does not complete a Business Combination prior to the expiration of the Business Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

As of March 19, 2024, cash of $46,720 was held outside of the Trust Account and is available for working capital purposes.

Upon closing of the IPO and the sale of the Private Units, a total of $58,506,250 ($10.175 per Public Unit) was placed in the Trust Account and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination and the liquidation due to Cetus Capital’s failure to complete a business combination within the applicable period of time.

In February 2024, an aggregate of 3,691,066 Public Shares were redeemed in connection with the Extension Meeting, as a result of which $38,792,466 was removed from the Trust Account.

The Public Units, the Public Shares, the Public Warrants and the Public Rights are each quoted on Nasdaq, under the symbols “CETUU”, “CETU”, “CETUW” and “CETUR”, respectively.

MKD Taiwan

MKD Technology Inc. (“MKD Taiwan”), is a company incorporated in Taiwan in 2006 with registration number 28408583. MKD Taiwan is in the business of designing and manufacturing automotive electronics and other electronic products.

MKD BVI

MKD BVI was incorporated on March 30, 2023 under the laws of the BVI for the purpose of effecting the Taiwan Reorganization and serving as an intermediate holding company following the closing of the Business Combination.

PubCo

PubCo was incorporated on July 25, 2023 under the laws of the BVI for the purpose of effecting the Business Combination and to serve as the publicly traded holding company for MKD Taiwan.

PubCo currently has no substantive assets, has not commenced operations and has not engaged in any business or other activities except in connection with its formation.

Merger Sub 1

Merger Sub 1 was incorporated on August 1, 2023 under the laws of the BVI, as a wholly-owned subsidiary of PubCo for the purpose of effecting the Acquisition Merger.

Merger Sub 2

Merger Sub 2 was incorporated on August 1, 2023 under the laws of the BVI, as a wholly-owned subsidiary of PubCo for the purpose of effecting the SPAC Merger.

Terms of the Business Combination

The Business Combination Agreement

On June 20, 2023, Cetus Capital entered into that certain Business Combination Agreement (as it may be amended, restated, supplemented or modified from time to time, the “Business Combination Agreement”), by and among MKD Technology Inc., a Taiwan corporation with registration number 28408583 (“MKD Taiwan”), MKDWELL Limited, a company incorporated in the BVI with BVI company number 2121160 (“MKD BVI”), and Ming-Chia Huang, in his capacity as the representative of the shareholders of MKD Taiwan (the “Shareholders’ Representative”), pursuant to which, among other things: (A) the Shareholders’ Representative will incorporate MKDWELL Tech Inc., a BVI business company (“PubCo”), for the purpose of serving as the public listed company whose shares shall be traded on The Nasdaq Stock Market, which company shall initially be owned by the Shareholders’ Representative; (B) PubCo will incorporate MKDMerger1 Inc., a BVI business company and wholly-owned subsidiary of PubCo (“Merger Sub 1”), for the sole purpose of merging with and into MKD BVI (the “Acquisition Merger”) with MKD BVI being the surviving entity and a wholly-owned subsidiary of PubCo; (C) PubCo will also incorporate MKDMerger2 Inc., a BVI business company and wholly-owned subsidiary of PubCo (“Merger Sub 2”) for the sole purpose of the merger of Cetus Capital with and into Merger Sub 2 (the “SPAC Merger”, and together with the Acquisition Merger, the “Mergers”; and the transactions contemplated by the Business Combination Agreement being collectively referred to as the “Business Combination”), in which Cetus Capital will be the surviving entity; (D) MKD BVI and Merger Sub 1 will effect the Acquisition Merger; and I Cetus Capital and Merger Sub 2 will effect the SPAC Merger. Following the consummation of the Business Combination, PubCo will be a publicly traded holding company listed on The Nasdaq Stock Market. As used herein, the “Combined Company” refers to PubCo and its consolidated subsidiaries after the consummation of the Business Combination.

As a result of the Business Combination, among other things, (i) all outstanding ordinary shares of MKD BVI will be cancelled in exchange for up to approximately 23,000,000 PubCo Ordinary Shares, (ii) each outstanding Cetus Unit will be automatically detached, (iii) each unredeemed outstanding share of Cetus Common Stock will be cancelled in exchange for the right to receive one (1) PubCo Ordinary Share, (iv) every six (6) outstanding Cetus Rights will be contributed in exchange for one (1) PubCo Ordinary Share, cancelled and cease to exist, and (v) each warrant to purchase one (1) share Cetus Common Stock (the “Cetus Warrants”) will automatically be cancelled and cease to exist in exchange for a warrant to purchase one PubCo Ordinary Share (the “PubCo Warrants”).

Up to a maximum of approximately 23,000,000 PubCo Ordinary Shares will be issued to shareholders of MKD BVI in exchange for their shareholdings of MKD BVI. Pursuant to the Business Combination Agreement, the total number of PubCo Ordinary Shares that will be issued to MKD BVI shareholders is “the sum of the Aggregate Merger Consideration less the amount of Closing Company Debt, plus the amount of Closing Company Cash, in each case, as reflected on the Closing Statement, such sum being then MULTIPLIED by the percentage of equity interest of the Company which MKD BVI directly or indirectly owns as of the Closing Date, and then DIVIDED by $10.” As of August 8, 2023 and the date of this proxy statement/prospectus, MKD BVI owns 17,011,476 of the 27,278,652 issued and outstanding shares of MKD Taiwan, or approximately 62.36%. The “Aggregate Merger Consideration” means $230,000,000 as stipulated in the Business Combination Agreement. Assuming no further adjustments result from the “Closing Company Debt” and the “Closing Company Cash,” and assuming that MKD BVI continues to own 62.36% of the equity interest of MKD Taiwan on the closing date of the Business Combination, an aggregate of 14,343,228 PubCo Ordinary Shares will be issued to shareholders of MKD BVI in exchange for their shareholdings of MKD BVI.

Cetus Capital and MKD Taiwan have agreed that the Closing shall occur no later than November 3, 2023, which date was extended to April 30, 2024 pursuant to the Fourth Addendum to the Business Combination Agreement (the “Termination Date”).

On July 31, 2023, the parties to the Business Combination Agreement entered into a First Addendum to the Business Combination Agreement (the “First Addendum”), pursuant to which (A) MKDWELL Tech Inc. agreed to become a party to the Business Combination Agreement and to comply with the terms applicable to PubCo thereunder and (B) the parties agreed to extend the date by which PubCo, Merger Sub 1 and Merger Sub 2 must execute an addendum to become parties to the Business Combination Agreement from July 31, 2023 to August 20, 2023.

On August 10, 2023, MKDMerger1 Inc. and MKDMerger2 Inc. each executed and delivered a Second Addendum to the Business Combination Agreement (the “Second Addendum”), pursuant to which (A) MKDMerger1 Inc. agreed to become a party to the Business Combination Agreement and to comply with the terms applicable to Merger Sub 1 thereunder and (B) MKDMerger2 Inc. agreed to become a party to the Business Combination Agreement and to comply with the terms applicable to Merger Sub 2 thereunder.

On October 31, 2023, the Sponsor deposited $575,000 into the Trust Account in connection with the extension of the Business Combination Period from November 3, 2023 to February 3, 2024. This deposit was made in respect of a loan to Cetus Capital (the “Extension Loan”), which Extension Loan is evidenced by an unsecured promissory note issued by Cetus Capital to the Sponsor (the “Extension Note”). The funds that were used by the Sponsor to make the Extension Loan were provided by MKD BVI (the loan made by MKD BVI to the Sponsor being referred to herein as the “First MKD Loan”). The First MKD Loan is evidenced by a promissory note issued by the Sponsor to MKD BVI containing substantially the same terms as the Extension Note. As a condition for MKD BVI to make the First MKD Loan to the Sponsor, the Sponsor granted to MKD BVI a security interest in 575,000 of the shares of Cetus Common Stock held by the Sponsor.

On November 19, 2023, the parties to the Business Combination Agreement entered into a Third Addendum to the Business Combination Agreement (the “Third Addendum”) to extend the Termination Date from November 3, 2023 to February 1, 2024.

On December 14, 2023, Cetus Capital, the Sponsor, the members of the Cetus Board (the “Insiders”) and EF Hutton executed and delivered a Letter of Consent and Waiver (the “Consent and Waiver”), agreeing that notwithstanding anything to the contrary in the Insider Letter among the Insiders, Cetus Capital, the Sponsor and EF Hutton, the Sponsor may pledge as security and/or transfer any shares of Cetus Common Stock held by the Sponsor in connection with the obtaining of loans towards payment of the fees for the extension of the Business Combination Period, including but not limited to those shares of Cetus Common Stock pledged in connection with the MKD Loan.

On January 31, 2024, Cetus Capital held the Extension Meeting, at which the stockholders of Cetus Capital approved an amendment (the “Extension Amendment”) to Cetus Capital’s amended and restated certificate of incorporation to extend the date by which Cetus Capital must consummate its initial business combination from February 3, 2024 up to six (6) one-month extensions to August 3, 2024, provided that an additional amount equal to the lesser of $0.03 per outstanding public share and $50,000 for each month extended is deposited into the trust account, or such earlier date as determined by the Cetus Board (the “2024 Extension”). Cetus Capital implemented the 2024 Extension by (A) filing the Extension Amendment with the Secretary of State of the State of Delaware on February 2, 2024 and (B) entering into an Amendment No. 1 of the Trust Agreement that reflects the 2024 Extension. In connection with the Extension Meeting, an aggregate of 3,691,066 Public Shares were redeemed, as a result of which redemptions $38,792,466 was removed from the Trust Account.

In connection with the Extension Amendment, the Sponsor has caused two additional deposits, each in the amount of $50,000, for an aggregate of $100,000, to be deposited into the Trust Account to extend the Business Combination Period for two additional one month periods, until April 3, 2024. These deposits were made in respect of a loan to Cetus Capital in the aggregate principal amount of up to $300,000 (the “Sponsor Loan”), which Sponsor Loan is evidenced by an unsecured promissory note issued by Cetus Capital to the Sponsor (the “Sponsor Note”). The funds that were used by the Sponsor to make the Sponsor Loan were provided by MKD BVI (the loan made by MKD BVI to the Sponsor being referred to herein as the “Second MKD Loan”). The Second MKD Loan is evidenced by a note issued by the Sponsor to MKD BVI in the aggregate principal amount of up to $300,000 containing substantially the same terms as the Sponsor Note. As a condition for MKD BVI to make the Second MKD Loan to the Sponsor, the Sponsor granted to MKD BVI a security interest in 300,000 of the shares of Cetus Common Stock held by the Sponsor (the “Pledged Shares”). In addition, the Sponsor and Cetus Capital entered into a Stock Pledge Agreement with respect to the pledge of the Pledged Shares.

On February 1, 2024, the parties to the Business Combination Agreement entered into a Fourth Addendum to the Business Combination Agreement to extend the Termination Date from February 1, 2023 to April 30, 2024.

As of the date of this proxy statement/prospectus, no agreements have been entered into with any PIPE investors to purchase new ordinary shares of PubCo. There is no certainty that any PIPE financing will be secured if required to meet any redemption requests or other working capital requirements of the combined company. The Business Combination will not be closed unless all properly tendered redemptions have been satisfied.

The foregoing description of the Business Combination Agreement and the First Addendum, the Second Addendum, the Third Addendum, and the Fourth Addendum describes the material provisions of the Business Combination Agreement, the First Addendum, the Second Addendum, the Third Addendum, and the Fourth Addendum, but does not purport to describe all of the terms of the Business Combination Agreement, the First Addendum, the Second Addendum, the Third Addendum, and the Fourth Addendum, which are attached hereto as Annexes A-1, A-2, A-3, A-4, and A-5, respectively.

Post-Business Combination Structure and Impact on the Public Float

The following table illustrates the ownership structure of PubCo immediately following the Business Combination. The equity interests shown in the table below were calculated based on the assumptions that none of the parties in the table below purchase Cetus Common Stock in the open market and that MKD BVI owns 62.36% of the issued and outstanding ordinary shares of MKD Taiwan immediately prior to the Closing of the Business Combination. The following table also assumes (i) the issuance of 14,343,228 PubCo Ordinary Shares to the MKD BVI shareholders immediately prior to the Closing of the Business Combination in connection with the Acquisition Merger; (ii) the issuance of up to 4,789,454 PubCo Ordinary Shares to the Cetus Capital stockholders in connection with the SPAC Merger (assuming no Public Stockholders exercise their redemption rights and an aggregate of 1,006,145 shares are issued upon conversion of the Cetus Rights); (iii) the issuance of an aggregate of 57,500 PubCo Ordinary Shares to EF Hutton; and (iv) that none of the Public Warrants or Private Warrants (or the PubCo Warrants issued in exchange therefor) are exercised.

If the Public Warrants and the Private Warrants (or the PubCo Warrants issuable in exchange therefor) are exercised, and assuming that the other assumptions noted in the introduction to the table above continue to apply, the ownership structure of PubCo immediately following the Business Combination would be as illustrated in the following table.

If the actual facts are different than these assumptions, the percentage ownership retained by Cetus Capital’s public stockholders following the Business Combination will be different.

Management and Board of Directors Following the Business Combination

In connection with the Closing, all of the officers and directors of Cetus Capital will resign. Following the Closing of the Business Combination, Ming-Chia Huang will be appointed as President & Chief Executive Officer of PubCo and Min-jie Cui will be appointed as Chief Financial Officer of PubCo. Effective as of the Closing, the PubCo Board will consist of seven (7) members, with MKD Taiwan having the right to designate five (5) directors and the Sponsor having the right to designate two (2) directors. The identities of five (5) director nominees of PubCo after the Closing have been ascertained. For more information on PubCo’s current and anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Additional Agreements Executed at the Signing of the Business Combination Agreement

Lock-Up Agreements

In connection with the Closing of the Business Combination, and as a condition thereto, the directors and officers of PubCo as of the Closing, all shareholders who hold more than five percent (5%) of the outstanding equity securities of PubCo as of the Closing and the Sponsor will enter into lock-up agreements with PubCo (the “Lock-up Agreements”). Pursuant to the Lock-Up Agreements, the shareholders party thereto will not, during the 180 day period following the Closing (the “Lock-Up Period”), and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Lock-Up Shares (as defined below), or enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, or otherwise publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any short sales with respect to such shares. “Lock-Up Shares” means any of the PubCo Ordinary Shares issued in connection with the Acquisition Merger or the SPAC Merger, as applicable, as well as any securities convertible into, or exchangeable for, or representing the right to receive, Cetus Common Stock or PubCo Ordinary Shares acquired during the Lock-Up Period, other than PubCo Ordinary Shares acquired in open market transactions during the Lock-Up Period.

The foregoing description of the Lock-Up Agreements does not purport to be complete and are qualified in their entirety by the terms and conditions of the actual agreements, a form of which is included as Exhibit A to the Business Combination Agreement and as Exhibit 10.1, and incorporated herein by reference.

Amended and Restated Registration Rights Agreement

At the Closing, PubCo, Cetus Capital, the Sponsor, EF Hutton and certain other holders of the securities of Cetus Capital will enter into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”) pursuant to which, among other things, PubCo will agree to provide such holders with certain rights relating to the registration for resale of certain PubCo Ordinary Shares held by such holders at, or acquired by such holders in connection with, the Closing of the Business Combination. The Amended and Restated Registration Rights Agreement will provide certain demand and piggyback registration rights to the applicable shareholders, subject to underwriter cutbacks and issuer blackout periods. PubCo will agree to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement.

The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as Exhibit D to the Business Combination Agreement and as Exhibit 10.2 hereto, and is incorporated herein by reference.

Redemption Rights

Pursuant to the Existing Charter, Cetus Capital’s public stockholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing of the Business Combination, including interest (net of taxes payable), by (ii) the total number of then-outstanding public shares. Based upon the amount available in the Trust Account as of March 20, 2024, and without giving effect to any tax expense withdrawals, this would have amounted to approximately $10.60 per share.

You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of outstanding Cetus Units must separate the underlying Cetus Common Stock, Cetus Warrants and Cetus Rights prior to exercising redemption rights with respect to the Cetus Common Stock. If Cetus Units are registered in a holder’s own name, the holder must deliver the certificate for its Cetus Units to the transfer agent with written instructions to separate the Cetus Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the Cetus Common Stock from the Cetus Units.

If a broker, dealer, commercial bank, trust company or other nominee holds Cetus Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s Cetus Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of Cetus Units to be separated and the nominee holding such Cetus Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Cetus Units and a deposit of an equal number of Cetus Common Stock, Cetus Warrants and Cetus Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the Cetus Common Stock from the Cetus Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their Cetus Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Special Meeting. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the Special Meeting not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the Cetus Common Stock.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-Business Combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Cetus Capital will promptly return the share certificates to the public stockholder.

The Proposals

At the Special Meeting, Cetus Capital’s stockholders will be asked to vote on the following:

Please see the section titled “The Special Meeting” on page 62 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of [●], 2024, and after giving effect to the redemption of 3,691,066 Public Shares in connection with the Extension Meeting, there were 3,840,809 shares of Cetus Common Stock issued and outstanding. Only Cetus Capital’s stockholders who hold shares of Cetus Common Stock of record as of the close of business on [●], 2024 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. Approval of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding shares of Cetus Common Stock present and entitled to vote at the Special Meeting; provided, that approval of the PubCo Charter Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding shares of Cetus Common Stock as of the record date and entitled to vote at the Special Meeting and approval of the NTA amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of the issued and outstanding shares of Cetus Common Stock as of the record date and entitled to vote at the Special Meeting.

As of the record date, the Sponsor and EF Hutton together owned and were entitled to vote 1,781,875 shares of Cetus Common Stock, or approximately 46.4% of Cetus Capital’s outstanding shares. With respect to the Business Combination, the Sponsor and EF Hutton have agreed to vote their shares of Cetus Common Stock in favor of the Business Combination Proposal, and intend to vote for the other Proposals although there is no agreement in place with respect to voting on the other Proposals.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Cetus Capital will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current shareholders of MKD BVI having a majority of the voting power of the post-combination company, MKD Taiwan senior management comprising all of the senior management of the post-combination company, the relative size of MKD Taiwan and MKD BVI compared to Cetus Capital, and MKD Taiwan / MKD BVI operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of MKD BVI issuing stock for the net assets of Cetus Capital, accompanied by a recapitalization. The net assets of Cetus Capital will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of MKD Taiwan / MKD BVI.

Regulatory Approvals

The Mergers and the other transactions contemplated by the Business Combination Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the BVI, except for the registration by the Registrar of Corporate Affairs in the BVI of the Plans of Merger and subsequent issue of the Certificates of Merger.

Interests of Certain Persons in the Business Combination

Certain of Cetus Capital’s directors and executive officers may be deemed to have interests in the transactions contemplated by the Business Combination Agreement that are different from, or in addition to, those of Cetus Capital’s shareholders generally. These interests may present these individuals with certain potential conflicts of interest. Our independent directors reviewed and considered these interests during their evaluation and negotiation of the Business Combination and in unanimously approving, as members of the Cetus Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. The Cetus Board concluded that the potential benefits that it expected Cetus Capital and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination.

Although none of the directors or officers of Cetus Capital or Cetus Sponsor have an interest in MKD Taiwan, when Cetus Capital shareholders consider the recommendation of the Cetus Board in favor of adoption of the Business Combination Proposal and the other related Proposals, they should keep in mind that Cetus Capital’s directors and officers have interests in the Business Combination that are different from, or in addition to, their interests as shareholders, including the following:

Because of the existence of these interests, the exercise of the discretion of the directors and officers of Cetus Capital in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the best interest of the Cetus Capital stockholders. In addition to the foregoing, Cetus Capital’s amended and restated certificate of incorporation excludes the corporate opportunity doctrine, and any other analogous doctrine, from applying to directors and officers of Cetus Capital unless such corporate opportunity is offered to a director or officer solely in his or her capacity as a director or officer of Cetus Capital and such opportunity is one Cetus Capital is legally and contractually permitted to undertake and would otherwise be reasonable for Cetus Capital to pursue. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in Cetus Capital’s amended and restated certificate of incorporation did not impact its search for an acquisition target and Cetus Capital was not prevented from reviewing any opportunities as a result of such waiver. 

Cash Transfers And Distributions in PubCo and MKD

Cash may be transferred among PubCo or MKD and its subsidiaries in the following manner: (1) funds may be transferred to PubCo’s or MKD’s operating subsidiaries from PubCo or MKD as needed in the form of capital contribution or shareholder loans; (2) dividends or other distributions may be paid by PubCo’s or MKD’s operating subsidiaries to PubCo or MKD; and (3) PubCo’s or MKD’s PRC subsidiaries may lend to and borrow from each other from time to time for business operation purposes. PubCo or MKD and its subsidiaries are permitted under PRC laws and regulations to provide funding to PubCo’s or MKD’s subsidiaries in the form of loans or capital contributions, provided that the applicable governmental registration and approval requirements are satisfied. In the future, cash proceeds raised from financings conducted outside of China, may be transferred by PubCo or MKD to its PRC subsidiaries via capital contribution or shareholder loans.

For the year ended December 31, 2021, within the MKD group (based on the currency conversion rates of 1 USD to 6.45 CNY; 1 USD to 27.94 NTD):

For the year ended December 31, 2022, within the MKD group (based on the currency conversion rates of 1 USD to 6.73 CNY; 1 USD to 29.80 NTD):

For the year ended December 31, 2023, within the MKD group (based on the currency conversion rates of 1 USD to 7.08 CNY ; 1 USD to 31.1525 NTD):

As a holding company, PubCo may rely on dividends and other distributions on equity paid by its PRC operating subsidiaries for its cash and financing requirements. MKD currently has two subsidiaries incorporated in Mainland China, MKD Jiaxing and MKD Shanghai. Current PRC regulations permit Chinese companies to distribute dividends only out of their accumulated profits, and additionally, PRC companies are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of the company’s registered capital. Funds under such reserves are not distributable as cash dividends. In addition, if any of PubCo’s or MKD’s PRC subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends.

The corporate structure of PubCo immediately after the closing of the Business Combination is expected to be as follows. “Other Existing MKD Taiwan Shareholders” refer to the existing shareholders of MKD Taiwan who did not participate in the Taiwan Reorganization and will continue to own 37.64% of MKD Taiwan after the Business Combination based on their direct ownership of the shares of MKD Taiwan.

Dividend or distribution payments from our PRC operating entities MKD Jiaxing and MKD Shanghai to MKD Samoa are subject to PRC withholding tax of 10% under PRC law. Remittance of dividends by a wholly foreign-owned company, such as MKD Jiaxing and MKD Shanghai out of Mainland China is subject to examination by the banks designated by SAFE. Dividend or distribution payments by MKD Taiwan to MKD BVI shall be subject to a withholding tax of 21% under current Taiwan tax law. Under the current foreign exchange control laws and regulations of Taiwan, MKD Taiwan may, upon filing a report with the CBC, purchase foreign exchange with New Taiwan Dollars and remit the same out of Taiwan for purposes other than trade or service related payments, in an amount up to US$50,000,000 (or such other amount as determined by the CBC from time to time, at its discretion) per calendar year, without special approval from the CBC. Foreign exchange purchase for purposes other than trade or service related payments exceeding the applicable ceiling would require a special approval from the CBC, which is discretionary and would be decided by the CBC on a case-by-case basis. Dividend or distribution payments by MKD BVI to PubCo are not subject to withholding tax under BVI law. Similarly, dividend or distribution payments by PubCo to PubCo shareholders (including U.S. investors) are not subject to withholding tax under BVI law.

As of the date of this proxy statement/prospectus, no dividends or distributions have been made to PubCo’s shareholders by PubCo, or to any U.S. investors. For the years ended December 31, 2021, 2022 and 2023, no dividend was paid by MKD Taiwan or MKD BVI to MKD Taiwan’s and MKD BVI’s shareholders respectively, or to any U.S. investors.

Expected Uses Of Funds In Connection With The Business Combination

As of March 20, 2024, Cetus Capital had a total of approximately $21.8 million in its Trust Account, which would be available to MKD in the event the Business Combination is approved by Cetus Capital stockholders, but subject to redemption by Cetus Capital stockholders.

Depending on the rate of redemption by Cetus Capital stockholders, MKD plans to use the net proceeds from this Business Combination as follows:

The foregoing represents MKD’s current intentions based upon present plans and business conditions to use and allocate the net proceeds. PubCo’s management will have flexibility and discretion in the application of net proceeds from this Business Combination, and investors will be relying on the judgment of our management regarding the use of these net proceeds.

In using the proceeds of this Business Combination, PubCo is permitted under PRC laws and regulations as an offshore holding company to provide funding to its PRC subsidiaries only through loans or capital contributions. Subject to satisfaction of applicable government registration and approval requirements, it may extend inter-company loans to its PRC subsidiaries or make additional capital contributions to its PRC subsidiaries to fund its capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, which may delay or prevent us from providing the proceeds of this Business Combination to its PRC subsidiaries.

Recommendations of the Cetus Board to the Cetus Capital Stockholders

After careful consideration of the terms and conditions of the Business Combination Agreement, the Cetus Board has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Cetus Capital and its stockholders. In reaching its decision with respect to the Business Combination, the Cetus Board reviewed various industry and financial data and the due diligence and evaluation materials provided by MKD Taiwan. The Cetus Board did not obtain a fairness opinion on which to base its assessment. The Cetus Board recommends that Cetus Capital’s stockholders vote:

Summary of Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the Special Meeting, you should carefully review and consider the risk factors set forth under the section titled “Risk Factors” beginning on page 27 of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) Cetus Capital’s ability to complete the Business Combination and (ii) the business, cash flows, financial condition and results of operations of the Combined Company following the Closing of the Business Combination.

In particular, your attention is drawn to MKD’s corporate structure. See page 106 of “MKD’s Business.” MKD was founded in Taiwan and is a China-based business. Having a majority of its business in China, MKD is subject to risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice. The PRC government has significant authority to exert influence on the ability of a China-based company, like MKD, to conduct its business, accept foreign investments or list on a U.S. stock exchange. For example, MKD face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, and cybersecurity and data privacy. The PRC government may intervene with or influence our operations at any time. Any such action, including to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, could result in a material change to MKD’s operations, significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of PubCo’s securities to significantly decline or in extreme cases, become worthless. Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

PubCo and MKD may also face the following risks and uncertainties, including those related to doing business in China.

Risks Related to PubCo

Risks Related to Cetus Capital and the Business Combination

Risks Related to the Business of MKD

Risks Related to Doing Business in China

Risks Related to Doing Business in Taiwan

MKD TAIWAN’S SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following tables present MKD Taiwan’s summary consolidated financial data. MKD Taiwan prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The summary historical consolidated statement of operations for the years ended December 31, 2021 and 2022 and the six months ended June 30, 2022 and 2023 and the summary consolidated balance sheet information as of December 31, 2021 and 2022 and June 30, 2023 have been derived from MKD Taiwan’s consolidated financial statements, which are included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MKD” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

(U.S. dollars, except per share amounts)

Summary statement of operations data: