~~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

~~The~~of the Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported):~~ July 9, 24, 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)		(~~IRS~~I.R.S. Employer Identification No.)

Floor 3, No. 6, Lane 99

Floor 3, No. 6, Lane 99

Zhengda Second Street, Wenshan District

Taipei, Taiwan, R.O.C.

11602

(Address of Principal Executive Offices)

(Zip Code)

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

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

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, ~~including~~if ~~zip~~changed ~~code~~since last report)

+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 symbol	Name of each exchange on which registered
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
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 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On July 924, 2024, ~~Cetus~~MKDWELL ~~Capital~~(Jiaxing) ~~Acquisition~~Electronic ~~Corp~~Technology Ltd. (the “Borrower”), a ~~Delaware~~company ~~corporation~~organized ~~(“CETU”~~and orexisting under the laws of China, and MKDWELL Tech Inc. (the “~~Company~~Issuer”), ~~held~~ a ~~special~~corporation ~~meeting~~organized and existing under the laws of ~~stockholders~~the British Virgin Islands, entered into a Securities Purchase Agreement (the “~~Special~~Purchase ~~Meeting~~Agreement”). Atwith the ~~Special~~investor identified ~~Meeting~~on the signature page thereto (the “Investor”), pursuant to which the Investor agreed to purchase from the Borrower a ~~total~~convertible promissory note in the aggregate principal amount of 2RMB35,~~551~~000,~~059~~000 (66approximately USD $4.~~42%~~8 million) (the “Note”). The closing of the ~~Company’s~~transactions ~~issued~~contemplated ~~and~~by ~~outstanding~~the ~~shares~~Purchase ofAgreement ~~common~~shall ~~stock~~occur ~~held~~on ofthe ~~record~~business asday ofimmediately ~~June~~before ~~11,~~the ~~2024,~~date on which the ~~record~~Business ~~date~~Combination ~~for~~(as ~~the~~defined ~~Special Meeting,~~below) ~~were~~is ~~present~~consummated. ~~either~~The inIssuer ~~person~~also oragreed bythat ~~proxy~~it would issue an additional 150,000 ~~which~~of its ~~constituted~~ordinary ashares ~~quorum.~~to ~~The~~the ~~Company’s~~Investor ~~stockholders~~within ~~voted~~ten on(10) business days after the ~~following proposals~~Investor atreceives and provides to the ~~Special~~Issuer ~~Meeting,~~the ~~each~~applicable permit or approval from the People’s Republic of ~~which~~China ~~was~~authority ~~approved.~~with ~~The~~respect ~~final~~to ~~vote~~the ~~tabulation~~foreign ~~for~~currency ~~each~~exchange ~~proposal~~regulations isto ~~set~~hold such ~~forth~~shares, ~~below~~including such required approval pursuant to SAFE Circular No. 37.

1.The Issuer ~~Business~~is ~~Combination Proposal: To consider and vote upon~~ a ~~proposal~~party to ~~approve and adopt~~ that certain Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”, and the transactions contemplated thereby, the “Business Combination”), dated as of June 20, 2023, byamong ~~and~~Cetus ~~among~~Capital Acquisition Corp. (the “Company” or “Cetus Capital”), MKD Technology Inc., a Taiwan corporation (the “MKD Taiwan”), MKDWELL Limited, ~~Ming~~a British Virgin Islands company (“MKD BVI”), and the other parties thereto, pursuant to which, among other things, Cetus Capital will merge with and into a newly-~~Chia~~formed, ~~Huang~~wholly-owned subsidiary of the Issuer, inand ~~his~~MKD ~~capacity~~BVI aswill merge with and into a separate newly-formed, wholly-owned subsidiary of the ~~representative~~Issuer, following which mergers each of Cetus Capital and MKD BVI will be a wholly-owned subsidiary of the ~~shareholders~~Issuer. Following the completion of the Business Combination, the Borrower, through MKD ~~Taiwan~~BVI, ~~and~~will ~~the~~be ~~other~~an ~~parties~~indirect ~~thereto~~subsidiary of the Issuer.

FOR		AGAINST		ABSTAIN
2,458,237		92,822		-0-

The Note shall bear interest at the rate of ten percent (10%) per annum, and the entire unpaid principal balance of the Note plus any accrued and unpaid interest thereon (the “Note Amount”) is payable two years from the issuance date. In addition, at any time beginning ninety (90) days after the issuance date of the Note, the Note Amount may be converted into ordinary shares of the Issuer at a price per share equal to the lower of (x) $5.00 or (y) the fifteen (15) trading day volume weighted average price of the ordinary shares of the issuer, provided that in no event will the conversion price be lower than $2.00.

2.The foregoing ~~Nasdaq~~summary ~~Proposal:~~of Tothe ~~consider~~Purchase Agreement and ~~vote~~of ~~upon~~the aNote ~~proposal~~is toqualified ~~approve,~~in ~~for~~its ~~purposes~~entirety ofby ~~complying~~reference ~~with~~to ~~applicable~~the ~~listing~~full ~~rules~~text of ~~Nasdaq,~~ the ~~issuance~~Purchase Agreement ofand ~~more than 20%~~ of the ~~total~~Note, ~~issued~~which ~~and~~are ~~outstanding~~filed ~~ordinary~~as ~~shares~~Exhibits of10.1 ~~MKDWELL~~and ~~Tech Inc~~10.,2 ~~a British Virgin Islands business company (“PubCo”)~~hereto, ~~pursuant~~and towhich ~~the~~are ~~terms~~incorporated ofherein ~~the~~by ~~Business Combination Agreement~~reference.

FOR		AGAINST		ABSTAIN
2,458,237		92,822		-0-

Item 9.01. Financial Statements and Exhibits

3. Incentive Plan Proposal: To consider and vote upon a proposal to approve the MKDWELL Tech Inc. 2024 Share Incentive Plan in the form attached as Annex C to the proxy statement that was delivered to the stockholders of the Company in connection with the Special Meeting (~~the “Proxy Statement”~~d) Exhibits.

FOR	AGAINST	ABSTAIN
Exhibit No.	Description
2,458,237	92,822	-0-
10.1	Securities Purchase Agreement dated as of July 24, 2024 by and among MKDWELL (Jiaxing) Electronic Technology Ltd., MKDWELL Tech Inc. and the investor identified on the signature page thereto.
10.2	Form of Convertible Promissory Note to be issued by MKDWELL (Jiaxing) Electronic Technology Ltd.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

FOR		AGAINST		ABSTAIN
2,458,237		92,822		-0-

5. Advisory PubCo Charter Proposal: To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed PubCo Charter, presented separately in accordance with the requirements of the U.S. Securities and Exchange Commission.

FOR ALL		AGAINST ALL		ABSTAIN FROM ALL
2,458,237		92,822		-0-

6. Advisory Director Election Proposal: To consider and vote upon 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, namely Ming-Chia Huang, Ming-Chao Huang, Chih-Hsiang Tang, Chung-Yi Sun and Jung-Te Chang.

FOR ALL		AGAINST ALL		ABSTAIN FROM ALL
2,458,237		92,822		-0-

7. NTA Amendment Proposal: To consider and vote upon a proposal to amend the Amended and Restated Certificate of Incorporation of the Company (the “Existing Charter”) by the deletion of Section 9.2(a) therein and the substitution in its place of a new Section 9.2(a), and by the removal of certain other references to the “Redemption Limitation”, as is specified in the Certificate of Amendment of the Existing Charter attached as Annex D to the Proxy Statement.

FOR		AGAINST		ABSTAIN
2,551,059		-0-		-0-

Item 8.01. Other Events

In connection 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. As a result, based upon the foregoing redemption requests, approximately $21.86 million (approximately $10.77 per share) will be removed from the Company’s trust account to pay such holders.

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.

July 10, 2024	Cetus Capital Acquisition Corp.
Dated: July 30, 2024	CETUS CAPITAL ACQUISITION CORP.
	By:	/s/ Chung-Yi Sun
	Name:	Chung-Yi Sun
	Title:	~~Chief~~President ~~Executive~~& ~~Officer~~CEO

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