Cetus Capital Acquisition : Material Event - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Amendment of Business Combination Agreement

As previously disclosed in a Current Report on Form 8-K that Cetus Capital Acquisition Corp. (the "Company" or "Cetus") filed with the Securities and Exchange Commission (the "SEC") on June 26, 2023, on June 20, 2023, the Company entered into a Business Combination Agreement (as amended, restated, supplemented or modified from time to time, the "Business Combination Agreement", and the transactions contemplated thereby, the "Business Combination") with MKD Technology Inc., a Taiwan corporation (the "MKD Taiwan"), MKDWELL Limited, a British Virgin Islands company ("MKD BVI"), Ming-Chia Huang, in his capacity as the representative of the shareholders of MKD Taiwan (the "Shareholders' Representative"), and the other parties thereto.

On April 30, 2024, the parties to the Business Combination Agreement executed and delivered a Fifth Addendum to the Business Combination Agreement (the "Fifth Addendum") to extend the "Outside Date", as set forth in the Business Combination Agreement, from April 30, 2024 to June 30, 2024.

The Fifth Addendum is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of the Fifth Addendum.

Satisfaction and Discharge Agreement

On April 24, 2024, the Company, EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) ("EFH"), MKD Taiwan, MKD BVI and MKDWELL Tech Inc., a British Virgin Islands company ("PubCo", and together with MKD Taiwan and MKD BVI, the "MKD Parties") entered into a Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement Dated January 31, 2023 (the "Satisfaction and Discharge Agreement"), pursuant to which, among other things, EFH waived $862,500 of the $1,725,000 cash deferred underwriting commission (the "Deferred Underwriting Commission") that would otherwise be immediately due and payable to it pursuant to the Underwriting Agreement dated January 31, 2023 by and between the Company and EFH upon the closing of the Business Combination, accepting in lieu thereof (i) a one-time cash payment of $862,500 on or before the closing of the Business Combination and (ii) the issuance of 115,000 ordinary shares of PubCo at $10.00 per share on or before the closing of the Business Combination (the "Ordinary Shares").

The Satisfaction and Discharge Agreement also provides that, within sixty (60) days of the closing of the Business Combination, the Company, the MKD Parties or their successors-in-interest shall cause the Ordinary Shares issued to EFH pursuant to the Satisfaction and Discharge Agreement to be registered under the Securities Act of 1933, as amended (the "Securities Act").

If the aggregate volume weighted average price ("VWAP") of the 115,000 Ordinary Shares that EFH holds as a result of the Satisfaction and Discharge Agreement, as of the effectiveness date of the registration statement for such Ordinary Shares, is lower than $1,150,000 (the "Original Aggregate Share Value") (the difference between the VWAP value on such date and the Original Aggregate Share Value, the "Difference in Amount"), then the Company, the MKD Parties or their successors-in-interest shall compensate EFH either in cash or issuing additional Ordinary Shares at a new value of Ordinary Shares (the "New Share Price") in an amount equal to the Difference in Amount on the effectiveness date of the registration statement. If the Company, the MKD Parties and/or their successors in interest decide to compensate EFH the Difference in Amount in issuing additional Ordinary Shares, then the New Share Price shall equal an amount that is the lowest of the VWAP for a period of five (5) trading days immediately prior to the effectiveness date of the registration statement, subject to certain limitations as set forth in the Satisfaction and Discharge Agreement.

If the date that is five (5) trading days prior to the day the Ordinary Shares issued to EFH pursuant to the Satisfaction & Discharge Agreement are eligible for release pursuant to Rule 144 promulgated under the Securities Act, the aggregate VWAP value of such Ordinary Shares is lower than the Original Aggregate Share Value, then the Company, the MKD Parties or their successor in interest shall compensate EFH either in cash or issuing additional Ordinary Shares at the New Share Price in an amount equal to the Difference in Amount on such date. If the Company, the MKD Parties, or their successor in interest decide to compensate EFH for the Difference in Amount in issuing additional Ordinary Shares, then the New Share Price of such additional Ordinary Shares shall equal an amount that is the lowest of the VWAP for a period of five (5) trading days immediately prior to the end of the twelve-month month period immediately following the closing of the Business Combination, subject to certain limitations as set forth in the Satisfaction and Discharge Agreement.