Cetus Capital Acquisition Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 9, 2024, Cetus Capital Acquisition Corp., a Delaware corporation (“CETU” or the “Company”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, a total of 2,551,059 (66.42%) of the Company’s issued and outstanding shares of common stock held of record as of June 11, 2024, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
| 1. | Business Combination Proposal: To consider and vote upon a proposal to approve and adopt that certain Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”, and the transactions contemplated thereby, the “Business Combination”), dated June 20, 2023, by and among the Company, MKD Technology Inc. (“MKD Taiwan”), MKDWELL Limited, Ming-Chia Huang, in his capacity as the representative of the shareholders of MKD Taiwan, and the other parties thereto. |
| FOR | AGAINST | ABSTAIN | ||
| 2,458,237 | 92,822 | -0- |
| 2. | Nasdaq Proposal: To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of more than 20% of the total issued and outstanding ordinary shares of MKDWELL Tech Inc., a British Virgin Islands business company (“PubCo”), pursuant to the terms of the Business Combination Agreement. |
| FOR | AGAINST | ABSTAIN | ||
| 2,458,237 | 92,822 | -0- |
| 3. | Incentive Plan Proposal: To consider and vote upon a proposal to approve the MKDWELL Tech Inc. 2024 Share Incentive Plan in the form attached as Annex C to the proxy statement that was delivered to the stockholders of the Company in connection with the Special Meeting (the “Proxy Statement”). |
| FOR | AGAINST | ABSTAIN | ||
| 2,458,237 | 92,822 | -0- |
| 4. | PubCo Charter Proposal: To consider and vote upon a proposal to amend PubCo’s memorandum and articles of association substantially in the form attached as Annex B to the Proxy Statement (the “Proposed PubCo Charter”). |
| FOR | AGAINST | ABSTAIN | ||
| 2,458,237 | 92,822 | -0- |
| 5. | Advisory PubCo Charter Proposal: To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the Proposed PubCo Charter, presented separately in accordance with the requirements of the U.S. Securities and Exchange Commission. |
| FOR ALL | AGAINST ALL | ABSTAIN FROM ALL | ||
| 2,458,237 | 92,822 | -0- |
| 6. | Advisory Director Election Proposal: To consider and vote upon a proposal to approve, on a non-binding advisory basis, the appointment of five (5) directors who, upon consummation of the Business Combination, will become directors of PubCo, namely Ming-Chia Huang, Ming-Chao Huang, Chih-Hsiang Tang, Chung-Yi Sun and Jung-Te Chang. |
| FOR ALL | AGAINST ALL | ABSTAIN FROM ALL | ||
| 2,458,237 | 92,822 | -0- |
| 7. | NTA Amendment Proposal: To consider and vote upon a proposal to amend the Amended and Restated Certificate of Incorporation of the Company (the “Existing Charter”) by the deletion of Section 9.2(a) therein and the substitution in its place of a new Section 9.2(a), and by the removal of certain other references to the “Redemption Limitation”, as is specified in the Certificate of Amendment of the Existing Charter attached as Annex D to the Proxy Statement. |
| FOR | AGAINST | ABSTAIN | ||
| 2,551,059 | -0- | -0- |
Item 8.01. Other Events
In connection with the Special Meeting, holders of 2,029,934 shares of the Class A common stock of the Company that were issued in the Company’s initial public offering submitted requests to exercise their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, based upon the foregoing redemption requests, approximately $21.86 million (approximately $10.77 per share) will be removed from the Company’s trust account to pay such holders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| July 10, 2024 | Cetus Capital Acquisition Corp. | |
| By: | /s/ Chung-Yi Sun | |
| Name: | Chung-Yi Sun | |
| Title: | Chief Executive Officer | |