~~United~~UNITED ~~States~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 or 15(d) of

ofThe ~~the~~ Securities Exchange Act of 1934

~~June~~Date ~~30,~~of Report (Date of earliest event reported): July 9, 2024

Date of Report (Date of earliest event reported)

CETUS CAPITAL ACQUISITION CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware		001-41609		88-2718139
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS 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)

Floor 3, No. 6, Lane 99

~~Registrant’s~~Zhengda ~~telephone~~Second ~~number,~~Street ~~including area code: +886 920518827~~Wenshan District

~~N/A~~Taipei, Taiwan, 11602

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address~~offices, ifincluding ~~changed~~zip ~~since last report~~code)

+886 920518827

(Registrant’s telephone number, including area code)

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 (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Title of each class:	Trading symbol	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
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
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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

AsOn ~~previously~~July ~~disclosed~~9, in2024, ~~a Current Report on Form 8-K that~~ Cetus Capital Acquisition Corp., ~~(the~~a Delaware corporation (“~~Company~~CETU” or the “~~Cetus~~Company”), ~~filed~~held ~~with~~a ~~the~~special ~~Securities~~meeting ~~and~~of ~~Exchange~~stockholders ~~Commission~~ (the “~~SEC~~Special Meeting”). onAt ~~June~~the ~~26,~~Special ~~2023~~Meeting, ona ~~June~~total ~~20,~~of ~~2023~~2,551,059 (66.42%) of the Company’s ~~entered into~~issued aand ~~Business~~outstanding ~~Combination~~shares ~~Agreement~~of ~~(as~~common ~~amended,~~stock ~~restated,~~held ~~supplemented~~of orrecord ~~modified~~as ~~from~~of ~~time~~June to11, ~~time~~2024, the ~~“Business~~record ~~Combination Agreement”,~~date ~~and~~for the ~~transactions contemplated thereby~~Special Meeting, ~~the~~were ~~“Business~~present ~~Combination”)~~either ~~with~~in ~~MKD~~person ~~Technology~~or ~~Inc., a~~by ~~Taiwan corporation (the “MKD Taiwan”)~~proxy, ~~MKDWELL~~which ~~Limited,~~constituted a ~~British~~quorum. ~~Virgin~~The ~~Islands~~Company’s ~~company~~stockholders ~~(“MKD~~voted ~~BVI”), Ming-Chia~~on ~~Huang,~~the infollowing proposals ~~his~~at ~~capacity~~the asSpecial ~~the~~Meeting, ~~representative~~each of ~~the~~which ~~shareholders~~was ofapproved. ~~MKD~~The ~~Taiwan~~final ~~(the~~vote ~~“Shareholders’~~tabulation ~~Representative”), and~~for ~~the~~each ~~other~~proposal ~~parties~~is ~~thereto~~set forth below.

~~On June~~1. ~~30,~~Business ~~2024,~~Combination ~~the~~Proposal: ~~parties~~To consider and vote upon a proposal to ~~the~~approve and adopt that certain Business Combination Agreement ~~executed~~(as ~~and~~amended ~~delivered~~from atime ~~Sixth Addendum~~ to time, the “Business Combination Agreement”, (and the transactions contemplated thereby, the “~~Sixth~~Business ~~Addendum~~Combination”), todated ~~extend~~June 20, 2023, by and among the Company, MKD Technology Inc. (“~~Outside~~MKD ~~Date~~Taiwan”), asMKDWELL ~~set~~Limited, ~~forth~~Ming-Chia Huang, in his capacity as the ~~Business~~representative ~~Combination Agreement,~~of ~~from~~the ~~June~~shareholders 30of MKD Taiwan, ~~2024~~and tothe ~~August~~other 5,parties ~~2024~~thereto.

The Sixth Addendum is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of the Sixth Addendum.

FOR	AGAINST	ABSTAIN

2,458,237	92,822	-0-

~~Item 8~~2.01 Nasdaq Proposal: To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding ordinary shares of MKDWELL Tech Inc., ~~Other~~a ~~Events~~British Virgin Islands business company (“PubCo”), pursuant to the terms of the Business Combination Agreement.

As previously disclosed in a Current Report on Form 8-K that was filed with 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”).

FOR	AGAINST	ABSTAIN

2,458,237	92,822	-0-

~~As previously~~3. ~~disclosed~~Incentive inPlan aProposal: ~~Current~~To ~~Report~~consider onand ~~Form~~vote ~~8-K~~upon ~~that~~a ~~was~~proposal ~~filed~~to ~~with~~approve the ~~SEC~~MKDWELL onTech ~~February~~Inc. 7, 2024, onShare ~~February~~Incentive 2,Plan ~~2024~~in the ~~Company implemented~~form ~~the~~attached ~~Extension~~as byAnnex ~~filing~~C ~~the~~to ~~Extension Amendment with~~ the ~~Secretary~~proxy ofstatement ~~State~~that ofwas ~~the~~delivered ~~State~~to ~~of Delaware and entering into an Amendment No. 1 (~~the ~~“IMTA~~stockholders ~~Amendment”)~~ of ~~that certain Investment Management Trust Agreement dated as of January 31, 2023 by and between~~ the Company ~~and~~in ~~Continental~~connection ~~Stock~~with ~~Transfer~~the &Special ~~Trust~~Meeting ~~Company~~ (the “~~Trust~~Proxy ~~Agreement~~Statement”).

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 or about July 3, 2024, a deposit in the amount of $50,000 was made into the Trust Account to extend the business combination period for an additional one month, until August 3, 2024.

FOR	AGAINST	ABSTAIN

2,458,237	92,822	-0-

~~Additional Information~~4. PubCo Charter Proposal: To consider and ~~Where~~vote upon a proposal to ~~Find~~amend ItPubCo’s memorandum and articles of association substantially in the form attached as Annex B to the Proxy Statement (the “Proposed PubCo Charter”).

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”) that was filed by PubCo. The definitive proxy statement / final prospectus contained in the Registration Statement (and related proxy card and other relevant documents) was mailed to the stockholders of Cetus as of June 11, 2024, which is the record date that was established for voting at the stockholders’ meeting relating to the Business Combination. Stockholders can also obtain copies of the Registration Statement and of the proxy statement / prospectus, without charge, 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 has or will send to its stockholders in connection with the Business Combination.

FOR	AGAINST	ABSTAIN

2,458,237	92,822	-0-

~~Investors and~~5. ~~security~~Advisory ~~holders~~PubCo ofCharter ~~Cetus~~Proposal: ~~are~~To ~~urged~~consider toand ~~read~~vote ~~these~~upon, ~~materials~~on ~~(including~~a ~~any~~non-binding ~~amendments~~advisory orbasis, ~~supplements~~certain ~~thereto)~~governance ~~and~~provisions ~~any other relevant documents~~ in ~~connection with~~ the ~~Business~~Proposed ~~Combination~~PubCo ~~that Cetus has filed~~Charter, orpresented ~~may~~separately ~~file,~~in accordance with the ~~SEC~~requirements ~~because~~of ~~they contain, or will contain, important information about~~ the ~~Business~~U.S. ~~Combination~~Securities and ~~the~~Exchange ~~parties to the Business Combination Agreement~~Commission.

Participants in the Solicitation

FOR ALL

AGAINST ALL

ABSTAIN

FROM ALL

2,458,237

92,822

-0-

~~Cetus, Pubco,~~6. ~~MKD~~Advisory ~~Taiwan,~~Director ~~MKD~~Election ~~BVI~~Proposal: ~~and~~To ~~each~~consider ~~of the other parties to the Business Combination Agreement,~~ and ~~each~~vote ofupon ~~their~~a ~~respective~~proposal ~~directors, executive~~to ~~officers~~approve, ~~other~~on ~~members~~a ofnon-binding ~~management~~advisory ~~and employees~~basis, ~~under SEC rules, may be deemed to be participants in~~ the ~~solicitation of~~appointment ~~proxies~~ of ~~the~~five ~~stockholders~~(5) ~~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~~who, ~~including~~upon ~~the~~consummation ~~Registration Statement, which includes the proxy statement~~ of ~~Cetus for~~ the Business Combination, ~~and~~ ~~such~~will ~~information~~become ~~and names of the~~ directors ~~and executive officers~~ of ~~Pubco~~PubCo, ~~following~~namely ~~the~~Ming-Chia ~~Business Combination~~Huang, asMing-Chao ~~well~~Huang, asChih-Hsiang ~~other pertinent information relating to MKD Taiwan are also in the Registration Statement~~Tang, ~~which~~Chung-Yi ~~includes~~Sun ~~the~~and ~~proxy~~Jung-Te ~~statement of Cetus for the Business Combination~~Chang.

Forward Looking Statements

FOR ALL

AGAINST ALL

ABSTAIN

FROM ALL

2,458,237

92,822

-0-

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 19957. ~~These~~NTA ~~forward-looking~~Amendment ~~statements~~Proposal: ~~include,~~To ~~without~~consider ~~limitation, the expectations of Cetus~~ and ~~the~~vote ~~other~~upon 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 implied 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,~~proposal ~~are subject~~ to ~~significant~~amend ~~risks and uncertainties that could cause~~ the ~~actual~~Amended ~~results to differ materially from the expected results. Most of these factors are outside the control of Cetus~~ and ~~MKD~~Restated ~~Taiwan~~Certificate 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~~Incorporation ~~securities~~ of ~~Cetus, (ii)~~ the ~~risk~~Company ~~that the transaction may not be completed by Cetus’ business combination deadline, even if such deadline is extended by its sponsor,~~ (~~iii)~~ the ~~failure~~“Existing ~~to satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by the stockholders of Cetus, (iv~~Charter”) 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~~deletion ~~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~~Section ~~legal proceedings that may be instituted against any party to the Business Combination Agreement following the announcement of the proposed Business Combination,~~ 9.2(xa) ~~the~~therein ~~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~~substitution ~~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~~place ~~and future collaborators are unable to successfully develop and commercialize the products or services~~ of ~~MKD~~a ~~Taiwan,~~new orSection ~~experience significant delays in doing so, including failure to achieve approval of its products or services by applicable regulatory authorities,~~ 9.2(~~xiv~~a) ~~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~~by ~~not able to fully and timely meet their obligations, (xvii)~~ the ~~risk~~removal of ~~product~~certain ~~liability~~other orreferences ~~regulatory lawsuits or proceedings relating~~ to the ~~products~~“Redemption ~~and services of MKD Taiwan~~Limitation”, ~~(xviii)~~as ~~the risk that MKD Taiwan~~ is ~~unable~~specified 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~~Certificate ~~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~~Amendment ~~is not exhaustive. Forward-looking statements speak only as~~ of the ~~date~~Existing ~~they~~Charter ~~are~~attached ~~made.~~as ~~Readers~~Annex ~~are~~D ~~cautioned not~~ to ~~put undue reliance on forward-looking statements, and neither Cetus nor any other party to~~ the ~~Business~~Proxy 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 otherwiseStatement.

Disclaimer

FOR	AGAINST	ABSTAIN

2,551,059	-0-	-0-

~~This~~Item 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 law8.01. NoOther ~~offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.~~Events

~~Item~~In 9connection with the Special Meeting, holders of 2,029,934 shares of the Class A common stock of the Company that were issued in the Company’s initial public offering submitted requests to exercise their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.01 As a result, based upon the foregoing redemption requests, approximately $21.86 ~~Financial~~million ~~Statements~~(approximately ~~and~~$10.77 ~~Exhibits~~per share) will be removed from the Company’s trust account to pay such holders.

(d) Exhibits.

Exhibit No.		Description
2.1		Sixth Addendum to the Business Combination Agreement, dated as of June 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 3, 2024	CETUS CAPITAL ACQUISITION CORP.
July 10, 2024	Cetus Capital Acquisition Corp.
	By:	/s/ Chung-Yi Sun
	Name:	Chung-Yi Sun
	Title:	~~President~~Chief &Executive ~~CEO~~Officer

Filing Compare · Cetus Capital Acquisition Corp.