Amendment: SEC Form SCHEDULE 13D/A filed by MKDWELL Tech Inc.
$MKDW
Consumer Electronics/Appliances
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
MKDWELL Tech Inc. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G6209W108 (CUSIP Number) |
Chung-Yi Sun Floor 3, No. 6, Lane 99, Zhengda Second, Wenshan District, Taipei, Taiwan, R.O.C. Taipei, F5, 11602 886 920518827 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G6209W108 |
| 1 |
Name of reporting person
Cetus Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,159,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Includes 1,772,187 Ordinary Shares directly held by Cetus Sponsor LLC and 11,100,000 Ordinary Shares directly held by AWinner Limited. AWinner Limited is the sole manager and the majority member of Cetus Sponsor LLC. Chung-Yi Sun is the sole director and shareholder of AWinner Limited. In such capacity, Mr. Sun has voting and dispositive power over the securities that are held by Cetus Sponsor LLC and AWinner Limited. As a result, Mr. Sun may be deemed to have beneficial ownership of the securities held of record by Cetus Sponsor LLC and AWinner Limited. Cetus Sponsor LLC also holds 286,875 warrants of the Company, each exercisable to purchase one ordinary share of the Company at an exercise price of $11.50. The percentage of beneficial ownership is calculated based on 143,619,342 Ordinary Shares of the Issuer issued and outstanding as of April 1, 2025 and 286,875 new Ordinary Shares issuable upon exercise of the Warrants held by Cetus Sponsor LLC.
SCHEDULE 13D
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| CUSIP No. | G6209W108 |
| 1 |
Name of reporting person
Chung-Yi Sun | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TAIWAN, PROVINCE OF CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,159,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 1,772,187 Ordinary Shares directly held by Cetus Sponsor LLC and 11,100,000 Ordinary Shares directly held by AWinner Limited. AWinner Limited is the sole manager and the majority member of Cetus Sponsor LLC. Chung-Yi Sun is the sole director and shareholder of AWinner Limited. In such capacity, Mr. Sun has voting and dispositive power over the securities that are held by Cetus Sponsor LLC and AWinner Limited. As a result, Mr. Sun may be deemed to have beneficial ownership of the securities held of record by Cetus Sponsor LLC and AWinner Limited. Cetus Sponsor LLC also holds 286,875 warrants of the Company, each exercisable to purchase one ordinary share of the Company at an exercise price of $11.50. The percentage of beneficial ownership is calculated based on 143,619,342 Ordinary Shares of the Issuer issued and outstanding as of April 1, 2025 and 286,875 new Ordinary Shares issuable upon exercise of the Warrants held by Cetus Sponsor LLC.
SCHEDULE 13D
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| CUSIP No. | G6209W108 |
| 1 |
Name of reporting person
AWinner Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,159,062.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Includes 1,772,187 Ordinary Shares directly held by Cetus Sponsor LLC and 11,100,000 Ordinary Shares directly held by AWinner Limited. AWinner Limited is the sole manager and the majority member of Cetus Sponsor LLC. Chung-Yi Sun is the sole director and shareholder of AWinner Limited. In such capacity, Mr. Sun has voting and dispositive power over the securities that are held by Cetus Sponsor LLC and AWinner Limited. As a result, Mr. Sun may be deemed to have beneficial ownership of the securities held of record by Cetus Sponsor LLC and AWinner Limited. Cetus Sponsor LLC also holds 286,875 warrants of the Company, each exercisable to purchase one ordinary share of the Company at an exercise price of $11.50. The percentage of beneficial ownership is calculated based on 143,619,342 Ordinary Shares of the Issuer issued and outstanding as of April 1, 2025 and 286,875 new Ordinary Shares issuable upon exercise of the Warrants held by Cetus Sponsor LLC.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
MKDWELL Tech Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1F, NO. 6-2, DUXING ROAD, HSINCHU SCIENCE PARK, HSINCHU CITY,
TAIWAN, PROVINCE OF CHINA
, 300. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Chung-Yi Sun, AWinner Limited and Cetus Sponsor LLC, collectively referred to herein as the "Reporting Persons," and each as a "Reporting Person." |
| (b) | The business address of each of the Reporting Persons is Floor 3, No. 6, Lane 99, Zhengda Second Street, Wenshan District, Taipei, Taiwan, R.O.C. |
| (c) | The present principal occupation of Chung-Yi Sun is a director of the Board of Directors ("Board") of the Company. The present principal business of Cetus Sponsor LLC and AWinner Limited is holding the securities of the Company on behalf of Chung-Yi Sun. |
| (d) | The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) |
| (e) | The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Chung-Yi Sun is a citizen of Taiwan. Cetus Sponsor LLC is a Delaware limited liability company. AWinner Limited is a British Virgin Islands business company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Following the business combination between MKDWELL Tech Inc. (the "Company"), MKDWELL Limited and Cetus Capital Acquisition Corp. ("Business Combination"), the shares of common stock and private placement units of Cetus Capital Acquisition Corp. then held by Cetus Sponsor LLC were cancelled in exchange for 1,772,187 Ordinary Shares and 286,875 warrants of the Company, each warrant being exercisable to purchase one Ordinary Share of the Company at $11.50.
On March 19, 2025, the Company entered into three separate debt conversion agreements (the "Debt Conversion Agreements") with three creditors of the Company, being Mr. Ming-Chia Huang, a director and the chief executive officer of the Company, Ms. Ya-Hui Wu, the spouse of Mr. Huang, and AWinner Limited, which is controlled by Mr. Chung-Yi Sun, a director of the Company, to convert such debts owed into equity of the Company. Among these, an amount of $1,110,000 owed to AWinner Limited was converted into 11,100,000 new ordinary shares of the Company. | |
| Item 4. | Purpose of Transaction |
The information set forth in Items 3 and 5 is hereby incorporated by reference in its entirety in this Item 4.
Upon the consummation of the Business Combination, Chung-Yi Sun was appointed to serve as a director of the Board. As a director of the Company, Mr. Sun may have influence over the corporate activities of the Company; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.
Subject to the Amended and Restated Memorandum and Articles of Association and the Issuer's insider trading policies, Mr. Sun may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, Mr. Sun may engage in discussions with management, the Board and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.
Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons retain the right to change their investment intent and may, from time to time, acquire additional Ordinary Shares or other securities of the Company, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the Ordinary Shares or other securities of the Company, if any, beneficially owned by the Reporting Persons, in any manner permitted by law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 13,159,062, 9.1 |
| (b) | 13,159,062 |
| (c) | On March 19, 2025, the Company entered into three separate debt conversion agreements (the "Debt Conversion Agreements") with three creditors of the Company, being Mr. Ming-Chia Huang, a director and the chief executive officer of the Company, Ms. Ya-Hui Wu, the spouse of Mr. Huang, and AWinner Limited, which is controlled by Mr. Chung-Yi Sun, a director of the Company, to convert such debts owed into equity of the Company. Among these, an amount of $1,110,000 owed to AWinner Limited was converted into 11,100,000 new ordinary shares of the Company. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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