SEC Comment Letter 0000000000-23-014109 to Cetus Capital Acquisition Corp. (CIK 0001936702)
Cetus Capital Acquisition Corp. (CIK 0001936702)
Date: Dec. 27, 2023 · CIK: 0001936702 · Accession: 0000000000-23-014109
AI Filing Summary & Sentiment
File numbers found in text: 001-41609
Letter
United States securities and exchange commission logo December 27, 2023 Chung-Yi Sun Chairman and Chief Executive Officer Cetus Capital Acquisition Corp. Floor 3, No. 6, Lane 99 Zhengda Second Street, Wenshan District Taipei, Taiwan, R.O.C. 11602 Re:Cetus Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 21, 2023 File No. 001-41609 Dear Chung-Yi Sun: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed December 21, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from
FirstName LastNameChung-Yi Sun Comapany NameCetus Capital Acquisition Corp. December 27, 2023 Page 2 FirstName LastName Chung-Yi Sun Cetus Capital Acquisition Corp. December 27, 2023 Page 2 completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Michael T. Campoli
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United States securities and exchange commission logo
December 27, 2023
Chung-Yi Sun
Chairman and Chief Executive Officer
Cetus Capital Acquisition Corp.
Floor 3, No. 6, Lane 99
Zhengda Second Street, Wenshan District
Taipei, Taiwan, R.O.C. 11602
Re:Cetus Capital Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 21, 2023
File No. 001-41609
Dear Chung-Yi Sun:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe the
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed December 21, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
FirstName LastNameChung-Yi Sun
Comapany NameCetus Capital Acquisition Corp.
December 27, 2023 Page 2
FirstName LastName
Chung-Yi Sun
Cetus Capital Acquisition Corp.
December 27, 2023
Page 2
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Michael T. Campoli