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| CIK | 1936702 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cetus Capital Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| November 12, 2024 |
CETU / Cetus Capital Acquisition Corp. / PROPPER KERRY Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cetus Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 15719Y105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check th |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41609 Cetus Capital Acquisition Corp. (Exact name of registrant as speci |
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| July 31, 2024 |
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 July 31, 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) (Commi |
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| July 31, 2024 |
Filed by MKDWELL Tech Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Cetus Capital Acquisition Corp. Commission File No.: 001-41609 Date: July 31, 2024 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Sec |
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| July 31, 2024 |
MKDWELL Tech Inc. and Cetus Capital Complete Business Combination Exhibit 99.1 MKDWELL Tech Inc. and Cetus Capital Complete Business Combination New York, July 31, 2024 /GlobeNewswire/ — MKDWELL Tech Inc. (“MKD” or the “Company”), an automotive electronics manufacturer, today announced the completion of its business combination (the “Business Combination”) with Cetus Capital Acquisition Corp. (“Cetus Capital”) on July 31, 2024. The listed company following the B |
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| July 31, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CETUS CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law CETUS CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Cetus Capi |
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| July 30, 2024 |
Other Events, Financial Statements and Exhibits 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 July 24, 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) (Commi |
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| July 30, 2024 |
MKDWELL (JIAXING) ELECTRONIC TECHNOLOGY CO., LTD. CONVERTIBLE PROMISSORY NOTE Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERS |
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| July 30, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2024, by and among MKDWELL (Jiaxing) Electronic Technology Ltd. (the “Borrower” or “Company”), a company organized and existing under the laws of China, MKDWELL TECH INC. (the “Issuer”), a corporation organized and existing under the Laws of British Virgin Islands (“BVI”), and t |
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| July 10, 2024 |
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 Date of Report (Date of earliest event reported): July 9, 2024 CETUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41609 88-2718139 (State or other jurisdiction of incorporation) (Commi |
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| July 3, 2024 |
SIXTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT Exhibit 2.1 SIXTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Sixth Addendum to the Business Combination Agreement dated as of June 30, 2024 (this “Sixth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporate |
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| July 3, 2024 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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 30, 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) (Commi |
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| July 3, 2024 |
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 30, 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) (Commi |
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| July 3, 2024 |
SIXTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT Exhibit 2.1 SIXTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Sixth Addendum to the Business Combination Agreement dated as of June 30, 2024 (this “Sixth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporate |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| June 5, 2024 |
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) (Commis |
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| June 5, 2024 |
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) (Commis |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITAL AC |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F |
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| May 10, 2024 |
CETU / Cetus Capital Acquisition Corp. / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| April 30, 2024 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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 April 24, 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) (Comm |
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| April 30, 2024 |
Fifth Addendum to the Business Combination Agreement, dated as of April 30, 2024. Exhibit 2.1 FIFTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Fifth Addendum to the Business Combination Agreement dated as of April 30, 2024 (this “Fifth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporat |
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| April 30, 2024 |
Exhibit 10.1 SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated January 31, 2023 April 24, 2024 This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of April 24, 2024, by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), MKD Technology Inc., a Taiwan corpora |
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| April 30, 2024 |
Fifth Addendum to the Business Combination Agreement, dated as of April 30, 2024. Exhibit 2.1 FIFTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Fifth Addendum to the Business Combination Agreement dated as of April 30, 2024 (this “Fifth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporat |
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| April 30, 2024 |
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 April 24, 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) (Comm |
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| April 30, 2024 |
Exhibit 10.1 SATISFACTION AND DISCHARGE OF indebtedness pursuant to underwriting agreement dated January 31, 2023 April 24, 2024 This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into to be effective as of April 24, 2024, by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), MKD Technology Inc., a Taiwan corpora |
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| April 5, 2024 |
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 April 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) (Commi |
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| April 5, 2024 |
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 April 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) (Commi |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41609 Cetus Capital Acq |
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| March 28, 2024 |
Description of the registrant’s securities.* Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION1 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the registered securities of Cetus Capital Acquisition Corp. does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended and bylaws, each of which are incorporated by reference as |
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| February 14, 2024 |
SC 13G 1 cetu21424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CETUS CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 15719Y105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State |
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| February 9, 2024 |
CETU / Cetus Capital Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d772887dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cetus Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 15719Y105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Sta |
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| February 7, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 1, 2024, by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this A |
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| February 7, 2024 |
Exhibit 10.3 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of February 1, 2024, is entered into by and between Cetus Sponsor LLC, a Delaware Limited Liability Company (“Pledgor”), Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and MKDWELL Limited, a BVI company with BVI Company Number 2121160 (“Secured Party”). RECITALS A. Pledgor has exe |
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| February 7, 2024 |
Exhibit 10.3 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of February 1, 2024, is entered into by and between Cetus Sponsor LLC, a Delaware Limited Liability Company (“Pledgor”), Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and MKDWELL Limited, a BVI company with BVI Company Number 2121160 (“Secured Party”). RECITALS A. Pledgor has exe |
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| February 7, 2024 |
Form of Promissory Note issued by Cetus Capital Acquisition Corp. to Cetus Sponsor LLC. Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| February 7, 2024 |
Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| February 7, 2024 |
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 February 2, 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) (Co |
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| February 7, 2024 |
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 February 2, 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) (Co |
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| February 7, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CETUS CAPITAL ACCQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law CETUS CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Cetus Cap |
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| February 7, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of February 1, 2024, by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this A |
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| February 7, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CETUS CAPITAL ACCQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law CETUS CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Cetus Cap |
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| February 2, 2024 |
Exhibit 2.1 FOURTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Fourth Addendum to the Business Combination Agreement dated as of February 1, 2024 (this “Fourth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incor |
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| February 2, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 February 1, 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) (Co |
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| February 2, 2024 |
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 February 1, 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) (Co |
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| February 2, 2024 |
Fourth Addendum to the Business Combination Agreement, dated as of February 1, 2024. Exhibit 2.1 FOURTH ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Fourth Addendum to the Business Combination Agreement dated as of February 1, 2024 (this “Fourth Addendum”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incor |
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| February 1, 2024 |
Submission of Matters to a Vote of Security Holders 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 January 31, 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) (Co |
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| February 1, 2024 |
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 January 31, 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) (Co |
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| January 31, 2024 |
SCHEDULE 13G CUSIP No. 15719Y204 Page 11 of 11 Pages EX-99.1 2 d883475dex991.htm EX-99.1 SCHEDULE 13G CUSIP No. 15719Y204 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Cetus Capital Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on |
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| January 31, 2024 |
SC 13G/A 1 d883475dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cetus Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 15719Y204 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of th |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| December 28, 2023 |
CETUS CAPITAL ACQUISITION CORP. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District Taipei, Taiwan, R.O.C. 11602 BY EDGAR December 28, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 RE: Cetus Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 21, |
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| December 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 15, 2023 |
Other Events, Financial Statements and Exhibits 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 December 14, 2023 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) (C |
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| December 15, 2023 |
Exhibit 10.1 LETTER OF CONSENT AND WAIVER Date: December 14, 2023 Each of the undersigned, being Cetus Capital Acquisition Corp. (the “Company”), Cetus Sponsor, LLC (the “Sponsor”) and members of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), and EF Hutton LLC, hereby acknowledges, agrees and consents to the following matters. Capital |
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| December 15, 2023 |
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 December 14, 2023 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) (C |
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| December 15, 2023 |
Exhibit 10.1 LETTER OF CONSENT AND WAIVER Date: December 14, 2023 Each of the undersigned, being Cetus Capital Acquisition Corp. (the “Company”), Cetus Sponsor, LLC (the “Sponsor”) and members of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), and EF Hutton LLC, hereby acknowledges, agrees and consents to the following matters. Capital |
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| November 22, 2023 |
Exhibit 2.1 THIRD ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Third Addendum to the Business Combination Agreement dated as of November 19, 2023 (this “Third Amendment”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorp |
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| November 22, 2023 |
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 November 19, 2023 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) (C |
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| November 22, 2023 |
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 November 19, 2023 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) (C |
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| November 22, 2023 |
Third Addendum to the Business Combination Agreement, dated as of November 19, 2023. Exhibit 2.1 THIRD ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Third Addendum to the Business Combination Agreement dated as of November 19, 2023 (this “Third Amendment”), is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorp |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITA |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| November 3, 2023 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| November 3, 2023 |
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 October 31, 2023 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) (Co |
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| November 3, 2023 |
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 October 31, 2023 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) (Co |
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| November 3, 2023 |
Form of Extension Note issued by Cetus Capital Acquisition Corp. to Cetus Sponsor LLC. Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITAL ACQ |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo |
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| August 11, 2023 |
Second Addendum to the Business Combination Agreement, dated as of August 10, 2023. Exhibit 2.1 SECOND ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Second Addendum to the Business Combination Agreement dated as of August 10, 2023, is entered into by and among MKDMerger1 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129350 (“Merger Sub 1”) and MKDMerger2 Inc., a company incorporated in the British Virgin Islands with BVI Company Number |
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| August 11, 2023 |
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 August 10, 2023 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) (Com |
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| August 11, 2023 |
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 August 10, 2023 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) (Com |
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| August 11, 2023 |
Exhibit 2.1 SECOND ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This Second Addendum to the Business Combination Agreement dated as of August 10, 2023, is entered into by and among MKDMerger1 Inc., a company incorporated in the British Virgin Islands with BVI Company Number: 2129350 (“Merger Sub 1”) and MKDMerger2 Inc., a company incorporated in the British Virgin Islands with BVI Company Number |
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| August 4, 2023 |
First Addendum to the Business Combination Agreement, dated as of July 31, 2023. Exhibit 2.1 FIRST ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This First Addendum to the Business Combination Agreement dated as of July 31, 2023, is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporated in the British Virgin |
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| August 4, 2023 |
Exhibit 2.1 FIRST ADDENDUM TO THE BUSINESS COMBINATION AGREEMENT This First Addendum to the Business Combination Agreement dated as of July 31, 2023, is entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (“SPAC”), MKD Technology Inc., a Taiwan corporation with registration number 28408583 (the “Company”), MKDWELL Limited, a company incorporated in the British Virgin |
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| August 4, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 July 31, 2023 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) (Commi |
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| August 4, 2023 |
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 July 31, 2023 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) (Commi |
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| June 26, 2023 |
Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], [ ] by and between the undersigned shareholder (the “Holder”) and [ ], a BVI business company (“Pubco”). A. Cetus Capital Acquisition Corp. (“SPAC”), MKD Technology Inc., a Taiwan company (the “Company”) and Ming-Chia Huang in his capacity as the Company shareholders’ representative (the “Shareholders’ Rep |
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| June 26, 2023 |
Form of Amended and Restated Registration Rights Agreement. Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (the “SPAC”), Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Rep |
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| June 26, 2023 |
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 20, 2023 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) (Commi |
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| June 26, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among CETUS CAPITAL ACQUISITION CORP., MKD TECHNOLOGY INC., MKDWELL LIMITED and MING-CHIA HUANG (in his capacity as the Shareholders’ Representative) dated as of June 20, 2023 Table of Contents Page ARTICLE I DEFINITIONS AND TERMS 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 16 ARTICLE II SPAC MERGER 18 Section 2.01 SP |
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| June 26, 2023 |
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 20, 2023 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) (Commi |
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| June 26, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among CETUS CAPITAL ACQUISITION CORP., MKD TECHNOLOGY INC., MKDWELL LIMITED and MING-CHIA HUANG (in his capacity as the Shareholders’ Representative) dated as of June 20, 2023 Table of Contents Page ARTICLE I DEFINITIONS AND TERMS 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 16 ARTICLE II SPAC MERGER 18 Section 2.01 SP |
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| June 26, 2023 |
Form of Amended and Restated Registration Rights Agreement. Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (the “SPAC”), Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Rep |
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| June 26, 2023 |
Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], [ ] by and between the undersigned shareholder (the “Holder”) and [ ], a BVI business company (“Pubco”). A. Cetus Capital Acquisition Corp. (“SPAC”), MKD Technology Inc., a Taiwan company (the “Company”) and Ming-Chia Huang in his capacity as the Company shareholders’ representative (the “Shareholders’ Rep |
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| June 12, 2023 |
CETU / Cetus Capital Acquisition Corp - Class A / PROPPER KERRY Passive Investment SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Cetus Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) 15719Y105 (CUSIP Number) April 3, 2023 (Date of Event which Requires Filing of this Statement) Check the a |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITAL AC |
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| March 24, 2023 |
Other Events, Financial Statements and Exhibits 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 March 24, 2023 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) (Comm |
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| March 24, 2023 |
Exhibit 99.1 Cetus Capital Acquisition Corp. Announces the Separate Trading of its Class A Common Stock, Rights and Warrants, Commencing March 24, 2023 Newark, DELAWARE – March 24, 2023 (GLOBE NEWSWIRE) – Cetus Capital Acquisition Corp. (Nasdaq: CETUU) (the “Company”), a blank check company incorporated in Delaware, today announced that commencing March 24, 2023, holders of the units sold in the C |
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| February 9, 2023 |
CETUS CAPITAL Acquisition Corp. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 CETUS CAPITAL Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID 206) F-2 Financial Statement: Balance Sheet as of February 3, 2023 F-3 Notes to the Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Cetus Capital Acquisition Corp. Opinio |
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| February 9, 2023 |
Other Events, Financial Statements and Exhibits 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 February 3, 2023 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) (Co |
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| February 7, 2023 |
EX-99.1 SCHEDULE 13G CUSIP No. 15719Y204 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Cetus Capital Acquisition Corp. dated as of February 7, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant |
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| February 7, 2023 |
Harraden Circle Investors, LP - SC 13G SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CETUS CAPITAL ACQUISITION CORP. Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 15719Y204 (CUSIP Number) February 1, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 3, 2023 |
Exhibit 10.5 Cetus Capital Acquisition Corp. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. January 31, 2023 Ladies and Gentlemen: Cetus Capital Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securiti |
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| February 3, 2023 |
Exhibit 1.1 CETUS CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York January 31, 2023 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF |
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| February 3, 2023 |
EX-10.3 8 ex10-3.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2023, is made and entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representat |
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| February 3, 2023 |
Exhibit 10.1 January 31, 2023 Cetus Capital Acquisition Corp. Floor, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Cetus Capital Acquisit |
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| February 3, 2023 |
Cetus Capital Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering Exhibit 99.1 Cetus Capital Acquisition Corp. Announces Pricing of $50,000,000 Initial Public Offering DELAWARE, Jan. 31, 2023 — Cetus Capital Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 5,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading on Wednesday, February 1, 2023, under |
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| February 3, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CETUS CAPITAL ACQUISITION CORP. January 31, 2023 Cetus Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is Cetus Capital Acquisition Corp. The original certificate of incorporation of the Corporat |
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| February 3, 2023 |
Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of January 31, 2023 between Cetus Capital Acquisition Corp., a Delaware corporation, with offices at Floor 3, No. 6, Lane 99, Zhengda Second Street, Wenshan District, 11602 Taipei, Taiwan, R.O.C. (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices a |
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| February 3, 2023 |
Exhibit 4.1 WARRANT AGREEMENT between CETUS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of January 31, 2023, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warra |
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| February 3, 2023 |
EX-99.2 12 ex99-2.htm Exhibit 99.2 Cetus Capital Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option DELAWARE, Feb. 3, 2023 — Cetus Capital Acquisition Corp. (Nasdaq: CETUU) (the “Company”) announced today that it closed its initial public offering (the “Offering”) of 5,000,000 units at $10.00 per unit. Each unit consists of one share of the Co |
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| February 3, 2023 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of January 31, 2023 by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-266363 (the “ |
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| February 3, 2023 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 31, 2023, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided w |
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| February 3, 2023 |
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 January 31, 2023 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) (Co |
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| February 1, 2023 |
CETUS CAPITAL ACQUISITION CORP. 5,000,000 Units 424B4 1 form424b4.htm PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-266363 $50,000,000 CETUS CAPITAL ACQUISITION CORP. 5,000,000 Units Cetus Capital Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more busi |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CETUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 88-2718139 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Cetus Capita |
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| January 27, 2023 |
CORRESP 1 filename1.htm CETUS CAPITAL ACQUISITION CORP. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. January 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Cetus Capital Acquisition Corp. (the “Company”) Registration Statement on Form S-1 originally filed July 28, |
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| January 27, 2023 |
EF HUTTON Division of Benchmark Investments, LLC 590 Madison Ave. 39th Fl. New York, New York 10022 CORRESP 1 filename1.htm EF HUTTON Division of Benchmark Investments, LLC 590 Madison Ave. 39th Fl. New York, New York 10022 January 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Cetus Capital Acquisition Corp. (the “Company”) Registration Statement on Form S-1 originally filed July 28, 2022 (File No. 333-266363) |
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| January 25, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 25, 2023 As filed with the U.S. Securities and Exchange Commission on January 25, 2023 Registration No. 333-266363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cetus Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 88-2718139 (State or other jurisdictio |
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| January 25, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables S-1 (Form Type) Cetus Capital Acquisition Corp. |
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| January 19, 2023 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2023 by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-266363 (the “Registr |
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| January 19, 2023 |
Exhibit 10.1 , 2023 Cetus Capital Acquisition Corp. Floor, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Cetus Capital Acquisition Corp., |
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| January 19, 2023 |
Form of Underwriting Agreement* Exhibit 1.1 CETUS CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York , 2023 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, d |
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| January 19, 2023 |
Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, is made and entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”), and the undersigned part |
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| January 19, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 19, 2023 As filed with the U.S. Securities and Exchange Commission on January 19, 2023 Registration No. 333-266363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cetus Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 88-2718139 (State or other jurisdicti |
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| January 19, 2023 |
Specimen of Right Certificate* Exhibit 4.4 NUMBER RIGHTS CETUS CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a “Right”) to automatically receive one-sixth of one share of the Class A common stock, par value $0.0001 per share (“Common Stock”), of Cetus C |
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| January 19, 2023 |
Exhibit 4.1 NUMBER CETSU- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CETUS CAPITAL ACQUISITION CORP. CUSIP [ ] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common stock, with a par value $0.0001 per share (“Class A Common Stock”), of Cetus Capital Acquisition Corp., a D |
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| January 19, 2023 |
Form of Placement Unit Purchase Agreement between the Registrant and Cetus Sponsor LLC* Exhibit 10.6 Cetus Capital Acquisition Corp. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. , 2023 Ladies and Gentlemen: Cetus Capital Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of |
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| January 19, 2023 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.5 WARRANT AGREEMENT between CETUS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of [], 2023, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent |
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| January 19, 2023 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [], 2023 between Cetus Capital Acquisition Corp., a Delaware corporation, with offices at Floor 3, No. 6, Lane 99, Zhengda Second Street, Wenshan District, 11602 Taipei, Taiwan, R.O.C. (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 Stat |
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| January 19, 2023 |
Amended and Restated Certificate of Incorporation* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CETUS CAPITAL ACQUISITION CORP. , 2023 Cetus Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is Cetus Capital Acquisition Corp. The original certificate of incorporation of the Corporation was fi |
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| October 7, 2022 |
As filed with the U.S. Securities and Exchange Commission on October 7, 2022 As filed with the U.S. Securities and Exchange Commission on October 7, 2022 Registration No. 333-266363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cetus Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 88-2718139 (State or other jurisdictio |
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| October 7, 2022 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2022 by and between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-266363 (the “Registr |
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| October 7, 2022 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [], 2022 between Cetus Capital Acquisition Corp., a Delaware corporation, with offices at Floor 3, No. 6, Lane 99, Zhengda Second Street, Wenshan District, 11602 Taipei, Taiwan, R.O.C. (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 Stat |
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| October 7, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.5 WARRANT AGREEMENT between CETUS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of [], 2022, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent |
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| October 7, 2022 |
CETUS CAPITAL ACQUISITION CORP. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. BY EDGAR October 7, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, D.C. 20549 Attn: Ruairi Regan RE: Cetus Capital Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed Sep |
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| October 7, 2022 |
Form of Underwriting Agreement* Exhibit 1.1 CETUS CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York , 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, d |
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| October 7, 2022 |
Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2022, is made and entered into by and among Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EF Hutton, division of Benchmark Investments, LLC (the “Representative”), and the undersigned part |
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| September 15, 2022 |
Exhibit 4.1 NUMBER CETSU- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CETUS CAPITAL ACQUISITION CORP. CUSIP [ ] UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common stock, with a par value $0.0001 per share (“Class A Common Stock”), of Cetus Capital Acquisition Corp., a Delaware cor |
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| September 15, 2022 |
EX-FILING FEES 15 ex107.htm Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables S-1 (Form Type) Cetus Capital Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offe |
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| September 15, 2022 |
Form of Administrative Support Agreement by and between the Registrant and Cetus Sponsor LLC* Exhibit 10.8 Cetus Capital Acquisition Corp. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. , 2022 Cetus Sponsor LLC Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Cetus Capital Acquisition Corp. (the “Company”) and Cetus Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreemen |
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| September 15, 2022 |
Specimen Class A Common Stock Certificate# EX-4.2 4 ex4-2.htm Exhibit 4.2 NUMBER SHARES CETS- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] CETUS CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.0001 (THE “COMMON STOCK”), OF CETUS CAPITAL ACQUISITION CORP. (THE “COMPANY”) trans |
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| September 15, 2022 |
Amended and Restated Certificate of Incorporation* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CETUS CAPITAL ACQUISITION CORP. , 2022 Cetus Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is Cetus Capital Acquisition Corp. The original certificate of incorporation of the Corporation was fi |
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| September 15, 2022 |
Form of Audit Committee Charter# EX-99.1 13 ex99-1.htm Exhibit 99.1 AUDIT COMMITTEE CHARTER OF CETUS CAPITAL ACQUISITION CORP. Adopted: [ ], 2022 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Cetus Capital Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Audit Committee takes an action, it shall exercise i |
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| September 15, 2022 |
EX-10.7 9 ex10-7.htm Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2022, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they |
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| September 15, 2022 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [], 2022 between Cetus Capital Acquisition Corp., a Delaware corporation, with offices at Floor 3, No. 6, Lane 99, Zhengda Second Street, Wenshan District, 11602 Taipei, Taiwan, R.O.C. (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 Stat |
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| September 15, 2022 |
Form of Placement Unit Purchase Agreement between the Registrant and Cetus Sponsor LLC* Exhibit 10.6 Cetus Capital Acquisition Corp. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. , 2022 Ladies and Gentlemen: Cetus Capital Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of |
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| September 15, 2022 |
Exhibit 10.1 , 2022 Cetus Capital Acquisition Corp. Floor, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Cetus Capital Acquisition Corp., |
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| September 15, 2022 |
Form of Compensation Committee Charter# EX-99.2 14 ex99-2.htm Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF CETUS CAPITAL ACQUISITION CORP. Adopted: [ ], 2022 The responsibilities and powers of the Compensation Committee of the Board of Directors (the “Board”) of Cetus Capital Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever the Compensation Committee takes an action |
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| September 15, 2022 |
Specimen of Right Certificate* Exhibit 4.4 NUMBER RIGHTS CETUS CAPITAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a “Right”) to automatically receive one-tenth of one share of the Class A common stock, par value $0.0001 per share (“Common Stock”), of Cetus C |
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| September 15, 2022 |
S-1/A 1 forms-1a.htm As filed with the U.S. Securities and Exchange Commission on September 14, 2022 Registration No. 333-266363 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cetus Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 88-2718139 (St |
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| September 15, 2022 |
EX-14.1 11 ex14-1.htm Exhibit 14.1 CODE OF CONDUCT AND ETHICS OF CETUS CAPITAL ACQUISITION CORP Adopted: [ ], 2022 The Board of Directors of Cetus Capital Acquisition Corp. (the “Company”) has adopted this Code of Ethics (this “Code”) to provide value for our stockholders; and ● To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ● To |
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| September 14, 2022 |
CETUS CAPITAL ACQUISITION CORP. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District 11602 Taipei, Taiwan, R.O.C. BY EDGAR September 14, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Washington, D.C. 20549 Attn: Ruairi Regan RE: Cetus Capital Acquisition Corp. Registration Statement on Form S-1 Filed July 28, 2022 File |
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| July 28, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant# Exhibit 4.4 WARRANT AGREEMENT between CETUS CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of [], 2022, between Cetus Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent |
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| July 28, 2022 |
Exhibit 99.5 |
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| July 28, 2022 |
Exhibit 3.3 BY LAWS OF CETUS CAPITAL ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in |
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| July 28, 2022 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CETUS CAPITAL ACQUISITION Corp. June 7, 2022 The undersigned, for the purposes of forming and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), hereby certifies as follows: ARTICLE I NAME The name of the corporation is Cetus |
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| July 28, 2022 |
Exhibit 99.4 |
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| July 28, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 28, 2022 As filed with the U.S. Securities and Exchange Commission on July 28, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cetus Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 88-2718139 (State or other jurisdiction of incorporation or organ |
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| July 28, 2022 |
EX-FILING FEES 12 ex107.htm Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables S-1 (Form Type) Cetus Capital Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offe |
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| July 28, 2022 |
Exhibit 99.6 |
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| July 28, 2022 |
Exhibit 99.3 |
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| July 28, 2022 |
Exhibit 10.5 CETUS CAPITAL ACQUISITION CORP. June 10, 2022 Cetus Sponsor LLC Floor 3, No. 6, Lane 99, Zhengda Second Street Wenshan District, 11602 Taipei Taiwan, R.O.C. Re: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on June 10, 2022 by and between Cetus Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and |
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| July 28, 2022 |
Promissory Note, dated June 10, 2022, issued to Cetus Sponsor LLC# Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
