United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
June 3, 2024
Date
of Report (Date of earliest event reported)
CETUS
CAPITAL ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-41609 |
|
88-2718139
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Floor
3, No. 6, Lane 99
Zhengda
Second Street, Wenshan District
Taipei,
Taiwan, R.O.C. |
|
11602 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: +886 920518827
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
Units,
each consisting of one share of Class A common stock, one Warrant and one Right |
|
CETUU |
|
The
Nasdaq Stock Market LLC |
Class
A common stock, par value $0.0001 per share, included as part of the Units |
|
CETU |
|
The
Nasdaq Stock Market LLC |
Warrants
included as part of the Units |
|
CETUW |
|
The
Nasdaq Stock Market LLC |
Rights
included as part of the Units |
|
CETUR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, 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 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
As
previously disclosed in a Current Report on Form 8-K that was filed by Cetus Capital Acquisition Corp. (the “Company”
or “Cetus”) with the Securities and Exchange Commission (the “SEC”) on February 1, 2024, on January
31, 2024, the Company held a special meeting of
stockholders (the “Meeting”), at which the Company’s stockholders approved an amendment (the “Extension
Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company
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 (as defined below), or such earlier date as determined by the Company’s board of directors (the “Extension”).
As
previously disclosed in a Current Report on Form 8-K that was filed with the SEC on February 7, 2024, on February 2, 2024 the
Company implemented the Extension by filing the Extension Amendment with the Secretary of State of the State of Delaware and entering
into an Amendment No. 1 (the “IMTA Amendment”) of that certain Investment Management Trust Agreement dated as of January
31, 2023 by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”).
As
a result of the Extension and the IMTA Amendment, an additional $50,000.00 must be deposited into the trust account maintained by
the Trustee under the Trust Agreement (such account, the “Trust
Account”) for each month extended. On June 3, 2024, an additional deposit in the amount of $50,000 was made into the
Trust Account to extend the business combination period from June 3, 2024 until July 3, 2024.
Additional
Information and Where to Find It
In
connection with the business combination contemplated by the Business Combination Agreement (the “Business Combination”),
Cetus and MKDWELL Tech Inc., a British Virgin Islands business company (“Pubco”), have filed relevant materials with
the SEC, including a joint prospectus / proxy statement as part of a registration statement on Form F-4 (No. 333-277785) (the “Registration
Statement”). The definitive proxy statement / final prospectus contained in the Registration Statement (and related proxy card
and other relevant documents) will be mailed to the stockholders as of a record date to be established for voting at the stockholders’
meeting relating to the Business Combination. Stockholders will also be able to obtain copies of the Registration Statement and of the
proxy statement / prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to:
Cetus Capital Acquisition Corp., Attention: Chung-Yi Sun, Chief Executive Officer, Floor 3, No. 6, Lane 99, Zhengda Second Street, Wenshan
District, Taipei, Taiwan, R.O.C. 11602. This communication is not a substitute for the Registration Statement, the definitive proxy statement
/ final prospectus or any other document that Cetus will send to its stockholders in connection with the Business Combination.
Investors
and security holders of Cetus are urged to read these materials (including any amendments or supplements thereto) and any other relevant
documents in connection with the Business Combination that Cetus may file with the SEC when they become available because they will contain
important information about the Business Combination and the parties to the Business Combination Agreement.
Participants
in the Solicitation
Cetus,
Pubco, MKD Taiwan, MKD BVI and each of the other parties to the Business Combination Agreement, and each of their respective directors,
executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation
of proxies of the stockholders of Cetus in connection with the Business Combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the Business Combination of the directors and officers of Cetus in Cetus’
filings with the SEC, including the Registration Statement, which will include the proxy statement of Cetus for the Business Combination,
and such information and names of the directors and executive officers of Pubco following the Business Combination, as well as other
pertinent information relating to MKD Taiwan will also be in the Registration Statement, which will include the proxy statement of Cetus
for the Business Combination.
Forward
Looking Statements
Certain
statements made herein that are not historical facts are forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without
limitation, the expectations of Cetus and the other parties to the Business Combination Agreement with respect to the proposed
business combination involving Cetus and the other parties to the Business Combination Agreement, including statements regarding the
benefits of the transaction, the anticipated timing of the transaction, the mplyed valuation of MKD Taiwan, the products and
services offered by MKD Taiwan and the markets in which it operates, and the projected future results of the combined company. Words
such as “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of these factors are outside the control of Cetus and MKD Taiwan and
are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but
are not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may
adversely affect the price of the securities of Cetus, (ii) the risk that the transaction may not be completed by Cetus’
business combination deadline, even if such deadline is extended by its sponsor, (iii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the Business Combination Agreement by the stockholders of Cetus, (iv) the
occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement,
(v) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the proposed
Business Combination, (vi) the effect of the announcement or pendency of the transaction on MKD Taiwan’s business
relationships, performance and business generally, (vii) the inability to recognize the anticipated benefits of the proposed
Business Combination, which may be affected by, among other things, competition and the ability of the post-combination company to
grow and manage growth profitability and retain its key employees, (viii) costs related to the proposed Business Combination, (ix)
the outcome of any legal proceedings that may be instituted against any party to the Business Combination Agreement following the
announcement of the proposed Business Combination, (x) the ability to maintain the listing of the securities of Cetus on Nasdaq,
(xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business
Combination, and identify and realize additional opportunities, (xii) the risk of downturns and the possibility of rapid change in
the highly competitive industry in which MKD Taiwan operates, (xiii) the risk that MKD Taiwan and its current and future
collaborators are unable to successfully develop and commercialize the products or services of MKD Taiwan, or experience significant
delays in doing so, including failure to achieve approval of its products or services by applicable regulatory authorities, (xiv)
the risk that MKD Taiwan may never achieve or sustain profitability, (xv) the risk that the combined company may need to raise
additional capital to execute its business plan, which many not be available on acceptable terms or at all, (xvi) the risk that
third-party suppliers and manufacturers are not able to fully and timely meet their obligations, (xvii) the risk of product
liability or regulatory lawsuits or proceedings relating to the products and services of MKD Taiwan, (xviii) the risk that MKD
Taiwan is unable to secure or protect its intellectual property, (xix) the risk that the securities of the post-combination company
will not be approved for listing on Nasdaq or if approved, maintain the listing, and (xx) other risks and uncertainties indicated in
the filings that are made from time to time with the SEC by Cetus (including those under the “Risk Factors” sections
therein). The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and neither Cetus nor any other party to the Business
Combination Agreement assumes any obligation, and nor does Cetus or any other party to the Business Combination Agreement intend, to
update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Disclaimer
This
communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated:
June 5, 2024 |
CETUS
CAPITAL ACQUISITION CORP. |
|
|
|
|
By: |
/s/
Chung-Yi Sun |
|
Name:
|
Chung-Yi
Sun |
|
Title: |
President
& CEO |
Cetus Capital Acquisition (NASDAQ:CETUW)
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