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October 18, 2023
Ming-Chia Huang
Chief Executive Officer
MKDWELL Tech Inc.
1F, No. 6-2, Duxing Road,
Hsinchu Science Park,
Hsinchu City 300, Taiwan
Re:MKDWELL Tech Inc.
Draft Registration Statement on Form F-4
Submitted on September 18, 2023
CIK No. 0001991332
Dear Ming-Chia Huang:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 Submitted September 18, 2023
Cover page
1.Clearly disclose on the cover page how you will refer to the holding company’s
subsidiaries when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations.  Refrain from using terms such as “we” or “our” when
describing activities or functions of a subsidiary or other entity.  Disclose clearly the entity
(including the domicile) in which investors are purchasing an interest.
2.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under applicable agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated entities, or to investors, and

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quantify the amounts where applicable.
3.Please revise the cover page to clearly state the aggregate amount of ordinary shares and
warrants that you intend to register.
Questions and Answers about the Business Combination and the Special Meeting, page 3
4.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
Will I experience dilution as a result of the Business Combination?, page 7
5.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
6.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
7.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming shareholders assuming maximum redemptions and identify any material
resulting risks.
Summary of the Proxy Statement/Prospectus, page 11
8.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

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9.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors.  State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your or your subsidiaries’ operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied.  Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.  Additionally, it appears that you relied
on the opinion of your PRC counsel, Jingtian & Gongcheng, with respect to PRC laws and
regulations. Please file a consent of your PRC counsel as an exhibit.
10.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure.  Quantify any cash flows and transfers of other assets by type that have occurred
between the holding company and its subsidiaries and direction of transfer.  Quantify any
dividends or distributions that a subsidiary has made to the holding company and which
entity made such transfer, and their tax consequences.  Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences.  Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date.  Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors.  Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries to the parent company and U.S. investors as well as the ability to settle
amounts owed under the applicable agreements.
11.Please revise this section to describe the expected sources and uses of funds in connection
with the business combination.
12.We note that financial statements of PubCo/MKDWELL Tech Inc. have not been included
in the filing.  We also note that the registrant will succeed to a business for which
financial statements are included in the Form F-4 and the registrant is a foreign private
issuer.  In this regard, please explain how you determined the financial statements of the
registrant are not required pursuant to Item 14(h) of Form F-4.  To the extent the registrant
has not commenced operations and has been in existence for less than a year, it appears an
audited balance sheet that is no more than nine months old may be sufficient.
Risk Factors, page 24
13.Please add a risk factor relating to the risks from the exclusive forum provision disclosed
on page 155.

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Risks Related to the Business of MKD, page 24
14.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business.  Discuss the measures you have taken to mitigate these risks.  Further, please
revise to describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
The PRC government has oversight over business operations conducted in China, and may
influence MKD's..., page 30
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
You may face difficulties in protecting your interests, and your ability to protect your rights
through U.S. courts..., page 41
16.We note your disclosure on page 165 that certain of your directors are located in China,
and that “it may be difficult, or in some cases impossible, for investors in the United
States to enforce their legal rights.”  If material, please address these risks in a separate
risk factor.
Cetus Capital may not be able to complete an initial business combination with a U.S. target
company..., page 47
17.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.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, 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. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from 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.

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Activities taken by Cetus Capital's affiliates to purchase, directly or indirectly, Public Shares...,
page 54
18.We note your disclosure that "[a]lthough none of the Sponsor or Cetus Capital’s executive
officers, directors and advisors, or their respective affiliates, currently anticipates paying
any premium purchase price for such Public Shares, in the event such parties do, the
payment of a premium may not be in the best interest of those stockholders not receiving
any such additional consideration." Please provide your analysis on how such purchases
will comply with Rule 14e-5. To the extent that you are relying on Tender Offer
Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please provide an
analysis regarding how it applies to your circumstances.
Interests of Certain Persons in the Business Combination, page 70
19.Please clarify how the board considered the conflicts discussed in this section when
negotiating and recommending the business combination.
Proposal No. 1 The Business Combination Proposal
Background of the Business Combination, page 72
20.We note your disclosure that ARC Group Limited introduced MKD Taiwan to Cetus
Capital.  Please revise to elaborate on how ARC Group Limited identified MKD Taiwan
as a potential business combination target.
21.Your charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
The Cetus Board's Reasons for Approving the Business Combination, page 74
22.We note your disclosure that Cetus Capital’s board considered “MKD Taiwan’s financial
projections and any changes thereto.”  Please revise to clearly state what projections the
board considered.
23.Please revise to clarify if Cetus Capital’s board took into account the consideration to be
paid for MKD Taiwan when recommending the business combination.
Summary of MKD Taiwan Financial Analysis and Cetus Capital Internal Valuation Discussion,
page 77
24.We note your disclosure of the March 2023 and September 2023 financial projections.
Please expand the discussion of your material assumptions underlying each of the
projections, quantifying where applicable. Additionally, please revise to provide detailed
quantitative disclosure describing the basis for your projected revenue and gross profit
growth and the factors or contingencies that would affect such growth ultimately
materializing.
25.We note your comparable company analysis.  Please revise to discuss the criteria used to

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select the comparable companies.
26.We note that your September 2023 financial projections present five years of forecasts.
Please revise to discuss the basis of the projections beyond year three and if the forecasts
reflect more than assumptions about growth rates.
27.We note your disclosure that MKD Taiwan's projected enterprise value was calculated
using various methods, including discounted cash flow models. Please revise to include a
discussion of the discounted cash flow models, including material underlying
assumptions.
28.Please revise to discuss your September 2023 projections under a separate subheading.
Material U.S. Federal Income Tax Consequences of the Business Combination, page 90
29.We note the disclosure on page 9 that it is intended that the Merger will qualify as a tax-
free exchange pursuant to Section 351 of the Code.  Please revise your disclosure to
clearly state counsel's tax opinion on whether the transaction will qualify as a tax-free
exchange. Whenever there is significant doubt about the tax consequences of the
transaction, it is permissible for the tax opinion to use “should” rather than “will,” but
counsel providing the opinion must explain why it cannot give a “will” opinion and
describe the degree of uncertainty in the opinion.  Please refer to Sections III.B and C of
Staff Legal Bulletin 19.
Our Growth Strategies, page 101
30.We note your disclosure on page 74 that the Cetus Capital’s board reviewed MKD
Taiwan's total addressable market, its key competitors, competitive advantages, and
barriers of entry. We also note that you discuss the market for global car sales on page
101. If material, please revise to clearly discuss the total addressable markets for your
principal products.
31.Please revise to discuss the sources and a