The financial report highlights the company’s financial performance and position, including key financial statements, events, and developments. It covers a range of financial data, such as common stock, warrants, rights, retained earnings, additional paid-in capital, and more. The report also provides information on private placements, sponsors, and underwriters.
Company Overview
Cetus Capital is a blank check company formed to acquire one or more operating businesses. It completed its IPO in February 2023, raising $57.5 million in gross proceeds. Some key events:
In June 2023, Cetus entered an agreement to acquire MKD Technology Inc. (MKD Taiwan), a Taiwan-based electronics manufacturing company, via a merger with a new public company called MKDWELL Tech Inc. (Pubco).
The deal values MKD Taiwan at $230 million less debt and plus cash. MKD Taiwan shareholders will receive Pubco shares valued at $10 per share.
The business combination is expected to close in Q2 2024 after shareholder approval and other closing conditions are met.
Proposed Business Combination
Cetus has agreed to merge with a subsidiary of Pubco. Pubco will also acquire MKD Taiwan via a merger with another subsidiary. The key terms:
Cetus shareholders will receive one Pubco ordinary share for each existing Cetus share.
The mergers will make both Cetus and MKD Taiwan wholly-owned subsidiaries of Pubco.
Pubco will apply to list its shares on Nasdaq after closing.
The business combination requires approval from Cetus shareholders and regulators.
Recent Financial Results
Cetus itself does not yet generate revenue and has operating expenses related to being a public company.
For Q1 2024, Cetus had net income of $269K. This consisted of $586K of interest income from its trust account, offset by $182K of operating costs.
As of March 31, 2024, Cetus had $19K of cash on hand and working capital deficit of $1.8 million.
Liquidity Considerations
Cetus has incurred costs as a publicly traded company and expects to incur significant transaction costs to complete its proposed business combination.
If Cetus cannot complete the business combination by the June 2024 deadline, it would need to cease operations and liquidate.
As a result, substantial doubt exists about Cetus’ ability to continue as a going concern.
In summary, Cetus Capital is a publicly traded shell company in the process of acquiring an operating business in the electronics manufacturing industry via a merger that will result in a newly listed public company called MKDWELL Tech Inc. The proposed business combination is subject to several closing conditions over the next few months.
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