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Cetus Capital Acquisition Corp. *

Cetus Capital Acquisition Corp. *

Jul 28, 2022 by sam.beattie

PROPOSED BUSINESS COMBINATION: MKD Technology

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Cetus Capital Acquisition Corp. proposes to combine with MKD Technology.

MKD Technology, headquartered in Hsinchu Science Industrial Park of Taiwan, specializes in delivering advanced, innovative, and customizable technology. Initially focusing on consumer electronics design and manufacturing, MKD transitioned to industrial embedded system design and applications, leveraging their advanced technology and expertise. In recent years, MKD has also expanded into automotive electronics design and manufacturing.

Their diverse product portfolio, ranging from Bluetooth dongles, wireless portable Bluetooth storage, messenger dolls, and POS machines to Karaoke systems, showcases their capability and flexibility in electronic design and integration. Their patented expertise has garnered significant market attention.

The company name, MKD, stands for Module Kit Design, reflecting their commitment to a modular design concept that allows rapid response to market demands. This approach also minimizes redundancy and unnecessary functionality, leading to benefits for both customers and end users due to the minimalistic design concept.

SUBSEQUENT EVENT – 7/30/24 – LINK

  • The Company entered into a Securities Purchase Agreement with Lu Huang to purchase from the Borrower a convertible promissory note in the aggregate principal amount of RMB35,000,000 (approximately USD $4.8 million).
  • The Issuer also agreed that it would issue an additional 150,000 of its ordinary shares to the Investor.
    • The note bears interest at 10% per annum and the entire balance is payable two years after the issuance date.
    • At any time beginning ninety 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 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.

SUBSEQUENT EVENT – 7/3/24 – LINK

  • The Outside date was amended from June 30, 2024 to August 5, 2024.

SUBSEQUENT EVENT – 4/30/24 – LINK

  • The Outside date was amended from April 30, 2024 to June 30, 2024.
  • EF Hutton waived $862,500 of the $1,725,000 cash deferred underwriting commission, accepting in lieu thereof:
    • (i) a one-time cash payment of $862,500 on or before the closing of the Business Combination and
    • (ii) the issuance of 115,000 ordinary shares of PubCo at $10.00 per share on or before the closing of the Business Combination

SUBSSEQUENT EVENT – 2/2/24 – LINK

  • The Outside date was amended from February 1, 2024 to April 30, 2024.

EXTENSION – 2/1/24 – LINK

  • The SPAC approved the extension from February 3, 2024 to August 3, 2024.
    • 3,691,066 shares were redeemed for $10.46 per share.
    • $50K per month will be deposited into the trust account.

SUBSSEQUENT EVENT – 11/22/23 – LINK

  • On November 19, 2023, the parties extended the “Outside Date” in the Business Combination Agreement from November 1, 2023, to February 1, 2024, through the Third Addendum.

EXTENSION – 11/3/23 – LINK

  • Cetus Capital Acquisition Corp. (Cetus) extended its business combination deadline from November 2, 2023, to February 2, 2024, and Cetus Sponsor LLC deposited $575,000 (or $0.10 per public share) into the company’s trust account following this extension.

TRANSACTION

  • The total consideration for the Acquisition Merger to be paid to the shareholders of MKD BVI is $230 million, which will be adjusted by the amount of Closing Company Debt and Closing Company Cash, payable on the Closing Date.
    • The payment will be in the form of newly issued ordinary shares of Pubco, each valued at $10.00.
  • The Business Combination is expected to close in the fourth calendar quarter of 2023.

SPAC FUNDING

  • There is no additional funding at this time.

LOCK-UP

  • Company
    • 180 days from the Closing Date
  • Sponsor
    • 180 days from the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days.

NOTABLE CONDITIONS TO CLOSING

  • No minimum cash closing condition was mentioned.

NOTABLE CONDITIONS TO TERMINATION

  • By Cetus or MKD Taiwan, if the Closing has not occurred on or before November 1, 2023 (the “Outside Date”)
    • On November 19, 2023, the parties extended the “Outside Date” in the Business Combination Agreement from November 1, 2023, to February 1, 2024, through the Third Addendum. – LINK
    • The Outside date was amended from February 1, 2024 to April 30, 2024. – LINK
    • The Outside date was amended from April 30, 2024 to June 30, 2024.
    • The Outside date was amended from June 30, 2024 to August 5, 2024. – LINK
  • By either Cetus or MKD Taiwan if the restructuring and Taiwan Reorganization described in Section 7.15 of the Business Combination Agreement is not completed on or prior to September 30, 2023
  • By Cetus if each of Pubco, Merger Sub 1 and Merger Sub 2 do not execute an addendum to become parties to the Business Combination Agreement on or prior to July 31, 2023.

ADVISORS

  • Company
    • Sichenzia Ross Ference Carmel LLP acted as legal counsel.
  • SPAC
    • Pryor Cashman LLP acted as legal counsel.
    • EF Hutton LLC acted as capital markets advisor.

MANAGEMENT & BOARD

Executive Officers

Chung-Yi Sun, 62
Chief Executive Officer, President, and Chairman of the Board of Directors

Mr. Sun has served since January 2022 as Managing Director of AWinner Limited, an investment firm focused on breakthrough Information Technology companies. Mr. Sun has also served since June 2010 as Assistant Vice President of Lite-On Green Technologies, Inc., a Taiwan-based green technology company, where he is responsible for supervising the company’s daily operations and personally interacting with venture capital representatives and private investors. Mr. Sun has more than 20 years of experience in the high technology, energy and automobile industries. Since September 2019, Mr. Sun has been a Ph.D. candidate in Culture & Media at Soochow University in Suzhou, China. Mr. Sun, a resident of Taiwan, received an MBA from University of Wales Institute in 2003, and a bachelor’s degree in optics and physics from Chung Yuan Christian University in Taiwan in 1987.

Cheng-Nan Wu, 56
Chief Financial Officer, Secretary, Treasurer, and a Director Nomine

Mr. Wu has served since February 2019 as General Manager Assistant for overall planning of financial systems and financial strategic planning at Hotai Motor Co., Ltd., a Taiwan-based and publicly-listed company that is principally engaged in the distribution of motor vehicles and relevant parts. Mr. Wu has also served since February 2019 as General Manager of Training Centre and General Manager Assistant (Group) at Hotong Motor Investment Co., Ltd., an investment company focused on the Chinese automobile industry and a subsidiary of Hotai Motor Co., Ltd. From 2012 to 2018, Mr. Wu served as Vice President of Cayman Engley Industrial Co., Ltd., a Cayman Islands-based company that produces and sells automobile parts in China and internationally. Mr. Wu, a resident of Taiwan, earned an MBA from Shih Hsin University in Taipei in 2018, and he earned a BE in Industrial Management from Southern Taiwan University in 1990.

Board of Directors

Lin Bao, 48
Independent Director Nominee

Ms. Bao has over 15 years of experience in accounting and auditing. She has served as the Chief Financial Officer of Eagsen, Inc., a vehicle communication and entertainment system provider, since April 2020. Before Eagsen, Inc. was set up, Ms. Bao served as Chief Financial Officer of Shanghai Eagsen Intelligent Co., Ltd. from November 2019 to March 2020. From February 2018 to August 2019, Ms. Bao served as Chief Financial Officer of Jufeel International Group., a biotech company that cultivates, produces, develops and sells raw aloe vera and aloe vera based consumer products in China. From October 2015 to January 2018, Ms. Bao worked as an independent consultant to provide accounting advisory services for China-based companies. Ms. Bao began her career in accounting at Ernst & Young LLP Toronto, where she served from January 2005 to May 2008 as a Senior. Ms. Bao received a bachelor’s degree in Accounting from Concordia University in 2005, and a bachelor’s degree in Japanese from the Beijing Second Foreign Language Institute in 1994. Ms. Bao is a Certified Public Accountant in the United States, and she is also a Canadian Chartered Professional Accountant and a Hong Kong Certified Public Accountant.

Jung-Te Chang, 60
Independent Director Nominee

Mr. Chang has served as Chairman and Managing Director of Taiwan XuFeng Investment Co., Ltd., an investment company based in Taiwan, since August 2020. Prior to that, Mr. Chang served from 2012 to 2017 as Chairman and Managing Director of Taiwan Shun On Electronic Co., Ltd., a Taiwan-based public company primarily engaged in the manufacture and distribution of conductive membrane and membrane keypad products, as well as the development and sales of automotive electronics products, having previously served as Chief Executive Officer of such company from 2010 to 2012. Mr. Chang, a resident of Taiwan, earned an MBA from the China School Business, Sun Yat-sen University in 2005.

Grace F. L. Peng, 53
Independent Director Nominee

Ms. Peng is a supply chain logistics advisor, executive and entrepreneur with 25 years of industry experience. Ms. Peng is the founder, president and a member of the Board of Directors of Transformers Network, Inc. (d/b/a T.Network), a U.S.-based global freight management company established in 2018. Prior to founding T.Network, Ms. Peng served from June 2014 to July 2018 as Director of Customer Strategy for Asia at C.H. Robinson Asia Network, where she successfully built a foundation for vertical sales strategies with proven records of landing semi-conductor, eCommerce and contract logistics solutions that benefit the logistics decisions of large global enterprises. Ms. Peng, a resident of Taiwan, received a B.A. in Management Information from National Open University, Taiwan, in 2017.

 

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