SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 11, 2025

Min-jie Cui
Chief Financial Officer
MKDWELL Tech Inc.
1F, No. 6-2, Duxing Road,
Hsinchu Science Park,
Hsinchu City 300, Taiwan

 Re: MKDWELL Tech Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 Filed April 3, 2025
 File No. 001-42197
Dear Min-jie Cui:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 MKDWELL
Tech Inc.

 1F,
No. 6-2, Duxing Road,

 Hsinchu
Science Park,

 Hsinchu
City 300, Taiwan

 June
10, 2025

 Securities
and Exchange Commission

 Division
of Corporate Finance

 Office
of Manufacturing

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
Stephany Yang and Melissa Gilmore

 Re:

 MKDWELL
 Tech Inc.

 Form
 20-F for Fiscal Year Ended December 31, 2024

 Filed
 April 3, 2025

 File
 No. 001-42197

 Dear
Ms. Stephany Yang and Ms. Melissa Gilmore

 Please
find below our responses to the questions raised by the staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") in its letter of comments dated May 28, 2025 (the "Comment Letter") relating to the annual report
on Form 20-F for Fiscal Year Ended December 31, 2024, which was filed with the Commission by MKDWELL Tech Inc. (the "Company"
or "we") on April 3, 2025 (the "Annual Report"). The Company is concurrently filing an amendment to the Annual
Report herewith (the "Amendment").

 Capitalized
terms used but not defined in this letter have the meanings ascribed to such terms in the Amendment and the Annual Report.

 Form
20-F for the Fiscal Year Ended December 31, 2024

 Item
3. Key Information

 Risks
Related to Doing Business in China, page 8

 1.
 Please
 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.

 Response:
The Company respectfully confirms that future filings of its annual report on Form 20-F will include the required disclosures in the format as follows:

 Cash
Transfers And Distributions in the Group

 Cash
may be transferred between the Company and its subsidiaries in the following manner: (1) funds may be transferred to the Company's
subsidiaries from the Company or intermediate holding companies in the Group as needed in the form of capital contribution or shareholder
loans; (2) dividends or other distributions may be paid by the Company's subsidiaries to the Company or any intermediate holding
company; and (3) the Company's subsidiaries may lend to and borrow from each other from time to time for business operation purposes.
The Company and its subsidiaries are permitted under PRC laws and regulations to provide funding to the Company's PRC subsidiaries
in the form of loans or capital contributions, provided that the applicable governmental registration and approval requirements are satisfied.
Cash proceeds raised from financings conducted outside of China, may be transferred to the Company's PRC subsidiaries via capital
contribution or shareholder loans.

 For
the past three fiscal years ended December 31, 2024 and up to March 31, 2025, no dividends or distributions were made to U.S. investors.

 For
the year ended December 31, 2022, within the MKD group (based on the currency conversion rates of 1 USD to 6.73 CNY; 1 USD to 29.80 NTD):

 ●
 MKD
 Jiaxing made payments for goods of a total sum of $133,749 to MKD Taiwan.

 ●
 MKD
 Taiwan made payments for goods of a total sum of $21,209 to MKD Jiaxing.

 ●
 MKD
 Shanghai provided working capital loans of $193,193 to MKD Jiaxing.

 ●
 MKD
 Jiaxing repaid a working capital loan in the amount of $44,583 to MKD Shanghai.

 For
the year ended December 31, 2023, within the MKD group (based on the currency conversion rates of 1 USD to 7.08 CNY; 1 USD to 31.1525
NTD):

 ●
 MKD
 Jiaxing made payments for goods of a total sum of $464,952 to MKD Taiwan and $840,183 to MKD Shanghai.

 ●
 MKD
 Shanghai made payments for goods of a total sum of $319,273 to MKD Jiaxing.

 ●
 MKD
 Taiwan provided working capital loans of $20,843 to MKD BVI.

 ●
 MKD
 BVI provided working capital loans of $360,000 to MKD Taiwan.

 ●
 MKD
 Taiwan repaid a working capital loan in the amount of $360,000 to MKD BVI.

 ●
 MKD
 Shanghai provided working capital loans of $96,041 to MKD Jiaxing.

 ●
 MKD
 Jiaxing repaid a working capital loan in the amount of $56,495 to MKD Shanghai.

 For
the year ended December 31, 2024, within the MKD group (based on the currency conversion rates of 1 USD to 7.20 CNY; 1 USD to 32.1064
NTD):

 ●
 MKD
 Taiwan made payments for goods of a total sum of $268,050 to MKD Jiaxing.

 ●
 MKD
 Jiaxing provided working capital loans in the amount of $2,602,943 to MKD Shanghai.

 ●
 MKD
 Shanghai provided working capital loans in the amount of $1,988,688 to MKD Jiaxing.

 ●
 MKD
 Taiwan provided working capital loans of $403,000 to MKD BVI.

 ●
 MKD
 Jiaxing provided a working capital loan in the amount of $250,000 to MKD BVI.

 ●
 MKD
 Shanghai repaid working capital loans in the amount of $2,602,943 to MKD Jiaxing.

 ●
 MKD
 Jiaxing repaid working capital loans in the amount of $1,988,688 to MKD Shanghai.

 ●
 MKD
 BVI repaid a working capital loan in the amount of $50,000 to MKD Taiwan.

 ●
 MKD
 Taiwan provided working capital loans of $24,000 to MKDWELL Tech Inc.

 Item
13. Defaults, Dividend Arrearages and Delinquencies, page 71

 2.
 We
 note your disclosures of the amounts involving your financial leasing contract dispute, the legal matter with the previous U.S. legal
 advisor of Cetus Capital, and the amended satisfaction and discharge agreement. We also note your disclosure on page F-35 that the
 amount related to the litigation matter with the previous U.S. legal advisor of Cetus Capital was not able to be quantified, and
 no related liability was accrued. Please tell us whether any of the other amounts have been accrued as of the reported periods and
 how you complied with the disclosure requirements of ASC 450-20-50 related to the three matters. Additionally, tell us your consideration
 for disclosure on page 63 pursuant to the requirements for Item 8.A.7 of Form 20-F.

 Response:

 During
the reporting period ended December 31, 2024, the Company has evaluated all three legal matters disclosed in its annual report on Form
20-F in accordance with ASC 450-20:

 (a)
Accrual Status of Legal Matters

 (1)
Financial Leasing Contract Dispute

 We have accrued RMB1.3 million ($0.18 million)
under "Accrued expenses and other current liabilities" (constituting a portion of the item "Long-term
payments of leaseback, current" of $1,242,154 as at December 31, 2024), and RMB1.5 million ($0.21 million) under "Other
non-current liabilities" on our balance sheet (constituting a portion of the item "Long-term payments of leaseback"
of $270,412 as at December 31, 2024). The amount represents the present value of future cash outflows as of December 31, 2024, calculated
using the original contract's discount rate of 9.4%. While the plaintiff may demand the return of the remaining rent and payment
of liquidated damages which is less than the amount the Company has already accrued, the Company maintains that its accrual is reasonable
based on facts and legal assessments as of December 31, 2024.

 (2)
Amended Satisfaction and Discharge Agreement

 The
full amount of $662,500 has been accrued under "Accrued expenses and other liabilities" as disclosed on the item "Deferred
underwriter commission payable" in Note 12 of our financial statements. This obligation is fixed and uncontested.

 (3)
Litigation with Former U.S. Legal Advisor

 An
action was commenced against us in December 2024 in the Supreme Court of the State of New York by the previous U.S. legal advisor of
Cetus Capital, which became our subsidiary after the closing of the Business Combination, relating to certain legal fees owed. Such action
sought relief for a sum of $478,715, interest thereon at 10 percent. per annum, costs and expenses, including reasonable attorneys'
fees, and such other and further relief as deemed just and proper. We have accrued $478,715 and 10% interest amount of $19,411 under
"Accrued expenses and other liabilities". Regarding related reasonable attorneys' fees, as we have not received a claim
on the specific amount of attorney's fee, we are unable to quantify this amount and therefore no accrual has been recorded as the
loss contingency does not meet the "probable and estimable" threshold under ASC 450-20. We have disclosed on page F-35 of
our annual report.

 (b)
ASC 450-20-50 Compliance

 (1)
The guidelines are as follows:

 Disclosure
of the nature of an accrual made pursuant to the provisions of paragraph 450-20-25-2, and in some circumstances the amount accrued, may
be necessary for the financial statements not to be misleading. If no accrual is made for a loss contingency because one or both of the
conditions in paragraph 450-20-25-2 are not met, disclosure of the contingency shall be made when there is at least a reasonable possibility
that a loss or an additional loss may have been incurred. The disclosure shall indicate: (A) The nature of the contingency, and (B) An
estimate of the possible loss or range of loss (or state that such an estimate cannot be made).

 (2)
Our consideration:

 Regarding
the above matter, we have fully accrued all liabilities on our accounting records except for related reasonable attorneys' fees.
Pursuant to ASC 450-20-50 requirements, no additional disclosure in Note 21 of our financial statements is required. As for related reasonable
attorneys' fees that were not able to be quantified as at December 31, 2024, we have state that such an estimate cannot be made
in Note 21 of our financial statements.

 (c)
Item 8.A.7 of Form 20-F

 In
addition, with respect to Item 8.A.7 of Form 20-F, the Company has evaluated all legal proceedings that could materially impact our financial
position. The Company respectfully confirms that future filings of its annual report on Form 20-F will include the required disclosures in the format as follows:

 Legal
proceedings

 From
time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of business, including such
as disclosed in "Item 13. Defaults, Dividend Arrearages and Delinquencies". We have evaluated all legal proceedings that
could materially impact our financial position. We are currently not a party to, and we are not aware of any threat of, any legal or
administrative proceedings that, in the opinion of our management, are likely to have any material adverse effect on our business, financial
condition, cash-flow or results of operations.

 Item
15. Controls and Procedures

 Management's
Annual Report on Internal Control over Financial Reporting, page 71

 3.
 We
 note that you identified material weaknesses; however, you do not include a statement as to whether your internal control over financial
 reporting is effective as required by Item 15(b)(3) of Form 20-F. Please revise to include a statement as to whether ICFR is effective
 in future filings. Also revise "significant weaknesses" appropriately.

 Response:
The Company respectfully confirms that future filings of its annual report on Form 20-F will include the required disclosures in the format as follows:

 ITEM
15. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures Evaluation

 Under
the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried
out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rule 13a-15(e) of the Exchange
Act, as of December 31, 2024. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure
controls and procedures as of December 31, 2024, were not effective.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management, including our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP").
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions or because the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation
of our management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness
of our internal control over financial reporting as of December 31, 2024. The assessment was based on criteria established in the framework
Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 In
relation to the examination of our combined and consolidated financial statements presented in this Annual Report, we have identified
material weaknesses in our internal control over financial reporting and as such our internal control over financial reporting as of
December 31, 2024 were not effective. The Company did not have a formal risk assessment process and internal control framework over financial
reporting, which included the lack of a formal group-wide risk assessment process to identify, assess, address or mitigate the risks
identified, and sufficient internal control over a financial reporting framework to maintain effective internal controls within the organization,
and which may increase risk of error, fraud, misstatement of financial reporting, or non-compliance with related regulations for a U.S.
listed group. Additionally, the Company lacked sufficient financial reporting and accounting personnel with appropriate knowledge of
GAAP and SEC reporting requirements to properly address complex GAAP technical accounting issues and to prepare and review financial
statements and related disclosures in accordance with GAAP and reporting requirements set forth by the SEC.

 A
comprehensive assessment of our internal control, aimed at identifying and reporting material weaknesses and other deficiencies, was
not conducted by our independent registered public accounting firm. Performing such an assessment or having an audit of our internal
control over financial reporting might have revealed additional deficiencies.

 To
address the identified material weaknesses stemming from the audit of our combined and consolidated financial statements for the year
ended December 31, 2024, we intend to implement various measures, including the hiring of additional accounting personnel to enhance
the financial reporting function and the establishment of a financial and system control framework. We also intend to initiate regular
U.S. GAAP and SEC financial reporting training programs for our accounting and financial personnel. Moreover, we are in the process of
developing and implementing a set of policies and procedures for period-end financial reporting. However, we cannot provide assurance
that these measures will be entirely effective in remediating the material weaknesses in a timely manner or at all.

 Attestation
Report of the Registered Public Accounting Firm

 Being
a company with less than US$1.235 billion in revenue for the fiscal year ended December 31, 2023, we qualify as an "emerging growth
company" under the JOBS Act. An emerging growth company is entitled to certain reduced reporting and other requirements that are
typically appl

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Min-jie Cui
Chief Financial Officer
MKDWELL Tech Inc.
1F, No. 6-2, Duxing Road,
Hsinchu Science Park,
Hsinchu City 300, Taiwan

 Re: MKDWELL Tech Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2024
 Filed April 3, 2025
 File No. 001-42197
Dear Min-jie Cui:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 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 a
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.

Form 20-F for the Fiscal Year Ended December 31, 2024
Item 3. Key Information
Risks Related to Doing Business in China, page 8

1. Please 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.
Item 13. Defaults, Dividend Arrearages and Delinquencies, page 71

2. We note your disclosures of the amounts involving your financial leasing
contract
 dispute, the legal matter with the previous U.S. legal advisor of Cetus
Capital, and the
 May 28, 2025
Page 2

 amended satisfaction and discharge agreement. We also note your
disclosure on page
 F-35 that the amount related to the litigation matter with the previous
U.S. legal
 advisor of Cetus Capital was not able to be quantified, and no related
liability was
 accrued. Please tell us whether any of the other amounts have been
accrued as of the
 reported periods and how you complied with the disclosure requirements
of ASC 450-
 20-50 related to the three matters. Additionally, tell us your
consideration for
 disclosure on page 63 pursuant to the requirements for Item 8.A.7 of
Form 20-F.
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page
71

3. We note that you identified material weaknesses; however, you do not
include a
 statement as to whether your internal control over financial reporting
is effective as
 required by Item 15(b)(3) of Form 20-F. Please revise to include a
statement as to
 whether ICFR is effective in future filings. Also revise "significant
weaknesses"
 appropriately.
Item 16F. Change in Registrant's Certifying Accountant, page 73

4. We note your disclosure that the client-auditor relationship between the
Company and
 MKDWell Limited, a subsidiary of the Company, with Marcum Asia CPAs LLP
 ceased. Please revise to disclose whether the former accountant
resigned, declined to
 stand for re-election, or was dismissed. Refer to Item 16F(a)(1)(i) of
Form 20-F.
Exhibit 13.1, page X-13

5. Your Exhibit 13.1 certification references a name other than that of
your Chief
 Executive Officer in the first paragraph. Please revise the
certification in future filings
 accordingly.
 In closing, 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 Stephany Yang at 202-551-3167 or Melissa Gilmore at
202-551-3777
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
9, 2025

 Via
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Re:
 MKDWELL
 Tech Inc.

 Registration
Statement on Form F-1, as amended (File No. 333-286370)

 Request
For Acceleration of Effectiveness

 Ladies
and Gentlemen:

 MKDWELL
Tech Inc. (the "Company") hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m.
(Eastern Time) on April 11, 2025, or as soon thereafter as practicable.

 Please
contact David Manno Esq. of Sichenzia Ross Ference Carmel LLP counsel of the Company, at (212) 930-9700 to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing.

 Very
 truly yours,

 MKDWELL
 Tech Inc.

 By:
 /s/
 Ming-Chia Huang

 Name:
 Ming-Chia
 Huang

 Title:
 Chief
 Executive Officer

 cc:
David B. Manno, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 9, 2025

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.
 Registration Statement on Form F-1
 Filed on April 3, 2025
 File No. 333-286370
Dear Ming-Chia Huang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: David Manno
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

March
7, 2025

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    MKDWELL
    Tech Inc.

Registration
Statement on Form F-1, as amended (File No. 333- 284420)

Request
For Acceleration of Effectiveness

Ladies
and Gentlemen:

MKDWELL
Tech Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m.
(Eastern Time) on March 11, 2025, or as soon thereafter as practicable.

Please
contact David Manno Esq. of Sichenzia Ross Ference Carmel LLP counsel of the Company, at (212) 930-9700 to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing.

    Very
    truly yours,

    MKDWELL Tech Inc.

    By:
    /s/
    Ming-Chia Huang

    Name:
    Ming-Chia Huang

    Title:
    Chief Executive Officer

cc:
David B. Manno, Esq.

January 29, 2025
Chai Huang
Chief Executive Officer
MKDWELL Tech Inc.
1F, No. 6-2, Duxing Road
Hsinchu Science Park
Hsinchu City 300, Taiwan
Re:MKDWELL Tech Inc.
Registration Statement on Form F-1
Filed on January 23, 2025
File No. 333-284420
Dear Chai Huang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:David Manno

CORRESP
1
filename1.htm

June
6, 2024

Attention:

Ms.
Eiko Yaoita Pyles

Ms.
Anne McConnell

Ms.
Jenny O’Shanick

Mr.
Evan Ewing

Division
of Corporation Finance

Office
of Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E. Washington, D.C. 20549

    Re:
    MKDWELL
    Tech Inc. (CIK No. 0001991332)

    Registration
    Statement on Form F-4 (Registration No. 333-277785)

Dear
Ladies and Gentlemen,

Pursuant
to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, MKDWELL Tech Inc. (the
“Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form F-4, as amended
(the “F-4 Registration Statement”), be accelerated to, and that the F-4 Registration Statement become effective at, 10:00
a.m., Eastern Time on June 10, 2024, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request for acceleration of the effectiveness of the F-4 Registration Statement in accordance with Rule
461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Sichenzia
Ross Ference Carmel LLP.

    Very truly yours,

    MKDWELL Tech Inc.

    By:
    /s/
    Ming-Chia Huang

    Name:
    Ming-Chia
    Huang

    Title:
    Director
    and Chief Executive Officer

CORRESP
1
filename1.htm

    MKDWELL
                                            Tech Inc.

    1F,
    No. 6-2, Duxing Road,

    Hsinchu
    Science Park,

    Hsinchu
City 300, Taiwan

    Cetus
                                            Capital Acquisition Corp.

    Floor
    3, No. 6, Lane 99

    Zhengda
    Second Street, Wenshan District

    11602
Taipei, Taiwan, R.O.C.

Date:
May 28, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Eiko
                                            Yaoita Pyles

    Anne
    McConnell

    Jenny
    O’Shanick

    Evan
    Ewing

    Re:
    MKDWELL
    Tech Inc.

    Amendment
                                            No. 2 to Registration Statement on Form F-4

    Filed
    May 2, 2024

    File
    No. 333-277785

Ladies
and Gentlemen:

MKDWELL
Tech Inc., a British Virgin Islands business company (the “Company”), together with Cetus Capital Acquisition Corp.
(“Cetus Capital”), hereby submits to the staff (the “Staff”) of the Securities and Exchanges Commission
(the “Commission”) this letter setting forth responses to the comments contained in the Staff’s letter dated
May 15, 2024 on the Company’s Registration Statement on Form F-4 previously filed on May 2, 2024.

Concurrently
with the submission of this letter, the Company is filing its revised registration statement on Form F-4 (the “Revised Registration
Statement”) publicly with the Commission.

The
Staff’s comments are repeated below in bold and are followed by our responses. We have included page references in the Revised
Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Revised Registration Statement.

Amendment
No. 2 to Registration Statement on Form F-4

Proposal
No. 1 The Business Combination Proposal

Summary
of MKD Taiwan Financial Analysis and Cetus Capital Internal Valuation Discussion September 2023 Projections, page 89

    1.
    Please
    revise to confirm whether the September 2023 projections still reflect management’s views on future performance and/or describe
    what consideration the board gave to obtaining updated projections or a lack of reliance upon the projections.

Response:
The Company and Cetus Capital respectfully submit that the “March 2023 Projections” were prepared in March 2023, on the basis
of which the equity valuation of MKD was agreed upon between Cetus Capital and MKD. This formed the basis of the Aggregate Merger Consideration
of $230,000,000 in the Business Combination Agreement which was entered into on June 20, 2023. Subsequently, prior to the submission
to the Commission of the first draft registration statement on Form F-4, Cetus Capital and MKD updated the projections and prepared the
projections titled “September 2023 Projections.” The “September 2023 Projections” were prepared and finalized
in September 2023 with a view to completing the Business Combination as soon as possible, but subject to the Commission’s review
of the Form F-4 registration statement. As at the date of this letter, Cetus Capital and MKD have included the financial results of both
Cetus Capital and MKD BVI for the financial year ended December 31, 2023 in the Revised Registration Statement.

Cetus
Capital’s management and board of directors confirm that the September 2023 Projections (financial forecasts for FY2024-FY2027)
still reflect their views on future performance, and thus that they believe that such projections can still be relied upon and that it
is not necessary to obtain updated projections at this time.

Please
refer to the revised disclosures in the section “September 2023 Projections”, which provides further details regarding the
foregoing determinations.

Please
also refer to the revised disclosures titled “Risk Factors—The Combined Company’s operating and financial results projections
relies in large part upon assumptions and analyses performed by Cetus Capital and MKD. If these assumptions or analyses prove to be incorrect,
the Combined Company’s actual operating results may be materially different from forecasted results.”

Management’s
Discussion and Analysis of Financial Condition and Results of Operations of MKD

Major
Factors Affecting Our Results of Operations, page 121

    2.
    We
    note that you removed disclosures related to your supply chain and demand for camper vans, which were added in response to prior
    comments. Please advise or revise.

Response:
Please refer to the revised section “Major Factors Affecting Our Results of Operations.”

Unaudited
Pro Forma Condensed Combined Financial Information, page 143

    3.
    Your
    disclosure, under the heading “Assuming the NTA Amendment Proposal is not approved and holders of 1,409,540 Cetus Capital Public
    Shares exercise their redemption rights” on page 144, states that $5,000,001 will be left in the trust account under
    scenario 2; however, your disclosures elsewhere in the filing state that this scenario will leave a minimum of $5,000,001 of net
    tangible assets, including the cash to be released from the Trust Account. Please correct this inconsistency. This comment is
    also applicable to disclosures on pages 7 and 15 that refer to $5,00,001 being left in the trust account.

Response:
Please refer to the revised disclosures in the Revised Registration Statement.

Pro
Forma Combined Condensed Statement of Operations, page 146

    4.
    Please
    correct the inconsistencies in the historical weighted average share and loss per share disclosures for MKD BVI on pages 146 and
    25 to correspond to amounts presented in the audited financial statements on page F-24.

Response:
Please refer to the revised disclosures in the Revised Registration Statement.

Note
3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 148

    5.
    Your
    disclosure states that adjustment (4) reflects the contribution of all the share capital in MKD BVI to Cetus Capital; however, your
    disclosures elsewhere in the filing indicate that both MKD BVI shares and Cetus Capital shares will be exchanged for PubCo shares
    at Closing, and that MKD BVI and Cetus Capital will become wholly-owned subsidiaries of PubCo. Please correct this inconsistency.

Response:
Please refer to the revised disclosures in the Revised Registration Statement.

Index
to Financial Statements, page F-1

    6.
    Please
    provide updated interim financial statements and related financial disclosures for Cetus Capital throughout the filing, including
    MD&A, to the extent required by Rule 8-08 of Regulation S-X.

Response:
Please refer to the revised disclosures in the Revised Registration Statement.

If
you have any questions regarding the Revised Registration Statement, please contact Huan Lou, Esq. (hlou@srfc.law or (646) 810-2187)
or David Manno, Esq. (dmanno@srfc.law or (212) 981-6772) of Sichenzia Ross Ference Carmel LLP, attorneys for MKDWELL Tech Inc., and Michael
T. Campoli, Esq. (mcampoli@pryorcashman.com or (212) 326-0468) or Elizabeth F. Chen, Esq. (echen@pryorcashman.com or (212)
326-0199), attorneys for Cetus Capital Acquisition Corp.

Thank
you for your time and attention.

    Very
    truly yours,

    /s/
    Ming-Chia Huang

    Ming-Chia
    Huang

    On
    behalf of MKDWELL Tech Inc.

    /s/
    Chung-Yi Sun

    Chung-Yi
    Sun

    On
    behalf of Cetus Capital Acquisition Corp.

United States securities and exchange commission logo
May 15, 2024
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.
Amendment No. 2 to Registration Statement on Form F-4
Filed May 2, 2024
File No. 333-277785
Dear Ming-Chia Huang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 28, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Proposal No. 1 The Business Combination Proposal
Summary of MKD Taiwan Financial Analysis and Cetus Capital Internal Valuation Discussion
September 2023 Projections, page 89
1.Please revise to confirm whether the September 2023 projections still reflect
management’s views on future performance and/or describe what consideration the board
gave to obtaining updated projections or a lack of reliance upon the projections.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 May 15, 2024 Page 2
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
May 15, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
MKD
Major Factors Affecting Our Results of Operations, page 121
2.We note that you removed disclosures related to your supply chain and demand for
camper vans, which were added in response to prior comments. Please advise or revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 143
3.Your disclosure, under the heading “Assuming the NTA Amendment Proposal is not
approved and holders of 1,409,540 Cetus Capital Public Shares exercise their redemption
rights” on page 144, states that $5,000,001 will be left in the trust account under scenario
2; however, your disclosures elsewhere in the filing state that this scenario will leave a
minimum of $5,000,001 of net tangible assets, including the cash to be released from the
Trust Account. Please correct this inconsistency. This comment is also applicable to
disclosures on pages 7 and 15 that refer to $5,00,001 being left in the trust account.
Pro Forma Combined Condensed Statement of Operations, page 146
4.Please correct the inconsistencies in the historical weighted average share and loss per
share disclosures for MKD BVI on pages 146 and 25 to correspond to amounts
presented in the audited financial statements on page F-24.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 148
5.Your disclosure states that adjustment (4) reflects the contribution of all the share capital
in MKD BVI to Cetus Capital; however, your disclosures elsewhere in the filing indicate
that both MKD BVI shares and Cetus Capital shares will be exchanged for PubCo shares
at Closing, and that MKD BVI and Cetus Capital will become wholly-owned subsidiaries
of PubCo. Please correct this inconsistency.
Index to Financial Statements, page F-1
6.Please provide updated interim financial statements and related financial disclosures for
Cetus Capital throughout the filing, including MD&A, to the extent required by Rule 8-08
of Regulation S-X.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 May 15, 2024 Page 3
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
May 15, 2024
Page 3
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael T. Campoli

CORRESP
1
filename1.htm

Date:
May 2, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Eiko
    Yaoita Pyles

    Anne
    McConnell

    Jenny
    O’Shanick

    Evan
    Ewing

    Re:
    MKDWELL
    Tech Inc.

    Amendment
    No. 1 to Registration Statement on Form F-4

    Filed
    March 26, 2024

    File
    No. 333-277785

Ladies
and Gentlemen:

MKDWELL
Tech Inc., a British Virgin Islands business company (the “Company”), together with Cetus Capital Acquisition Corp.,
hereby submits to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”)
this letter setting forth responses to the comments contained in the Staff’s letter dated March 28, 2024 on the Company’s
Registration Statement on Form F-4 previously submitted on March 26, 2024.

Concurrently
with the submission of this letter, the Company is filing its revised registration statement on Form F-4 (the “Revised Registration
Statement”) publicly with the Commission.

The
Staff’s comments are repeated below in bold and are followed by our responses. We have included page references in the Revised
Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Revised Registration Statement.

Amendment
No. 1 to Registration Statement on Form F-4

Proposal
No. 7 The NTA Amendment Proposal, page 94

    1.
    We
                                            note your disclosures related to the NTA Amendment Proposal. Please revise the risk factors
                                            section to discuss that the removal of this provision could result in your securities falling
                                            within the definition of a penny stock, the risks if your securities were to fall within
                                            the definition of penny stock and the impact that your net tangible assets falling below
                                            $5,000,001 could have on your Nasdaq listing.

Response:
Please refer to the additional risk factors titled “If the NTA Amendment Proposal is not approved and implemented, the ability
of the Public Stockholders to redeem their shares for cash could cause the net tangible assets of Cetus Capital to be less than $5,000,001,
which would prevent Cetus Capital from consummating the Business Combination,” “If the NTA Amendment Proposal is approved,
and the Public Shares are redeemed in an amount in excess of the current redemption limitation and Cetus Capital’s securities do
not meet Nasdaq’s continued listing requirements, Nasdaq may delist Cetus Capital’s securities from trading on its exchange,”
and “If the NTA Amendment Proposal is approved, PubCo’s failure to meet the initial listing requirements of Nasdaq could
result in an inability to list the PubCo Ordinary Shares and the PubCo Warrants on Nasdaq and the obligation to comply with the “penny
stock” rules and could affect PubCo’s cash position following the Business Combination.”

Unaudited
Pro Forma Condensed Combined Financial Information, page 143

    2.
    We
    note the filing now includes a NTA Amendment Proposal to remove the requirement

    that
    Cetus Capital have net assets of at least $5,000,001 upon the consummation of its initial business combination. We note you revised
    the pro forma financial statements under the maximum redemption scenario, and all related disclosures throughout the filing, to assume
    holders of 1,898,342 Public Shares exercise their redemption rights in connection with the Business Combination, leaving 160,592
    Public Shares outstanding; however, we also note you disclose you will not decline to honor any properly tendered redemptions and
    the Business Combination will not close unless all properly tendered redemptions have been satisfied. Based on your disclosures,
    it is not clear if the Business Combination could proceed if all properly tendered shares are redeemed. If it can, it does not appear
    the maximum redemption scenario you present reflects the maximum redemption that could occur and the pro forma financial statements
    do not reflect the range of possible results that can occur as required by Rule 11-02(a)(10) of Regulation SX. Please address the
    following:

    ●
    Clearly
    disclose under the maximum redemption scenario that it assumes the NTA Amendment Proposal is approved and disclose the maximum number
    shares that could be redeemed if the NTA Amendment Proposal is not approved.

    ●
    If
    the Business Combination cannot proceed if more than 160,592 Public Shares are redeemed, the current pro forma financial statements
    under the maximum redemption may be appropriate but should be revised to clarify the Business Combination will not occur if more
    than 160,592 Public Shares are redeemed.

    ●
    If the Business Combination can proceed if all properly
    tendered shares are redeemed, the current pro forma financial statements under the maximum redemption scenario, and all related disclosures
    throughout the filing, should be revised to assume 100% of the Public Shares are redeemed. We note the redemption of 100% of the
    Public Shares could result in a negative pro forma cash balance; however, any negative pro forma cash balance should be reclassified
    to a liability and you should disclose and discuss the amount of additional funding that would be required to complete the Business
    Combination, including the risks and consequences of not obtaining such funding.

Response:
Please refer to the Revised Registration Statement which provides the maximum redemption scenario in the event the NTA Amendment Proposal
is approved and also the alternative scenario disclosing the maximum number shares that could be redeemed if the NTA Amendment Proposal
is not approved.

Assuming
100% redemption of currently outstanding Cetus Capital Public Shares

Under
the maximum redemption scenario which assumes 100% of currently outstanding Cetus Capital Public Shares are redeemed, funds from the
trust account of Cetus Capital will be used to pay the redemption amounts to all redeeming shareholders, leaving no remaining funds.

Additionally,
the Combined Company will upon Closing of the Business Combination be liable for a sum of $862,500 in cash due to EF Hutton, pursuant
to the Satisfaction and Discharge Agreement. Such agreement modified the underwriting agreement dated January 31, 2023 between EF Hutton
and Cetus Capital, such that the deferred underwriting commission of $1,725,000 due to EF Hutton was partly equitized, with $862,500
(one-half) being payable in cash upon Closing and the remaining $862,500 (one-half) being payable in the form of 115,000 new PubCo Ordinary
Shares to be issued to EF Hutton.

As
at December 31, 2023, Cetus Capital had total liabilities of $3,272,230, which includes but is not limited to the deferred underwriting
commission of $1,725,000 due to EF Hutton. Taking into account the equitization of $862,500 (one-half) of such underwriting commission,
as at December 31, 2023, Cetus Capital had adjusted total liabilities of $2,409,730. The Business Combination will not be closed unless
all properly tendered redemptions have been satisfied from the trust account, and (i) the deferred underwriting commission of $862,500
in cash due to EF Hutton, (ii) franchise tax of $179,876 and (iii) income tax of $255,097 has been paid (collectively the “Anticipated
Cetus Closing Expenses,” amounting to $1,297,473 in aggregate.) It is not anticipated that the Closing of the Business Combination
will be contingent upon immediate satisfaction of the other remaining liabilities of Cetus Capital or the satisfaction of any liabilities
of MKD.

In
view of the cash and cash equivalents of $320,971 available to Cetus Capital and $924,428 available to MKD as at December 31, 2023 and
assuming no material changes of such liabilities and cash resources from December 31, 2023 up to the date of Closing:

 a) To
                                            fully satisfy the Anticipated Cetus Closing Expenses, the Combined Company will need to raise
                                            an additional $52,074 from external sources under the maximum redemption scenario with 100%
                                            of currently outstanding Cetus Capital Public Shares being redeemed, failing which the Business
                                            Combination will not be completed.

 b) To
                                            fully satisfy the adjusted total liabilities of $2,409,730 of Cetus Capital as of December
                                            31, 2023, the Combined Company will need to raise an additional $1,164,331 from external
                                            sources under the maximum redemption scenario with 100% of currently outstanding Cetus Capital
                                            Public Shares being redeemed, failing which the Business Combination will not be completed.

Assuming
the NTA Amendment Proposal is not approved and holders of 1,409,540 Cetus Capital Public Shares exercise their redemption rights

Alternatively,
if the NTA Amendment Proposal is not approved and holders of 1,409,540 Cetus Capital Public Shares exercise their redemption rights,
while the Business Combination is approved by Cetus Capital stockholders, $5,000,001 will be left in the trust account, and such funds
will be available to fully satisfy the total liabilities of Cetus Capital as at December 31, 2023. Assuming no material changes of such
liabilities from December 31, 2023 up to the date of Closing, the Business Combination can close without being subject to additional
funds being raised by the Combined Company.

Please
refer to the sections “What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal
and exercise their redemption rights,” “The Business Combination may not close if there are insufficient funds remaining
in the Trust Account or from external sources to satisfy all validly tendered redemptions,” “The Combined Company may not
be able to generate sufficient cash or raise sufficient funds from external investors to service all of its obligations and indebtedness
and may be forced to take other actions to satisfy obligations under its indebtedness, which may not be successful” and “Unaudited
Pro Forma Condensed Combined Financial Information—Additional funding required under different redemption scenarios” for
disclosure of the above analysis.

Please
also refer to the risk factors titled “The Combined Company may not be able to generate sufficient cash or raise sufficient funds
from external investors to service all of its obligations and indebtedness and may be forced to take other actions to satisfy obligations
under its indebtedness, which may not be successful” and “The Business Combination may not close if there are insufficient
funds remaining in the Trust Account or from external sources to satisfy all validly tendered redemptions.”

Note
3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information Adjustments to Unaudited Pro Forma Condensed Combined
Balance Sheet Adjustment (2), page 149

    3.
    We
    note your response to prior comment 4 and we note your revised adjustment to the non-controlling interest of $3,901,784 now appears
    significantly greater than a 37.64% equity interest in MKD Taiwan that would be attributable to the non-controlling interest as a
    result of the Taiwan Reorganization. Please be advised if the balance of the noncontrolling interest you previously recorded in the
    initial Form F-4 was appropriate, it is not clear why you revised the balance. The intent of prior comment 4 was to advise you that
    the establishment of the non-controlling interest should not result in a change in MKD Taiwan’s historical accumulated deficit
    not that the balance of the non-controlling interest should be revised. To the extent appropriate, please revise adjustment (2) to
    appropriately reflect the portion of MKD Taiwan’s equity attributable to the non-controlling interest and the other side of
    that entry should only adjust APIC and AOCI. Otherwise, please explain to us how you determined the current non-controlling interest
    balance is appropriate. You may also need to revise adjustment (6) since it is not clear why this adjustment does not just represent
    the reclassification of the ordinary share balance to additional paid in capital or why the reclassification impacts adjustment (2).

Response:
Please refer to the revised disclosures in the pro forma balance sheet in the Revised Registration Statement. The previously adjustment
(2) is revised to reflect the portion of MKD Taiwan’s equity attributable to the non-controlling interest and the other side of
that entry is only adjusted APIC and AOCI, which has been reflected on the MKD BVI’s balance sheet as of December 31, 2023, therefore,
this adjustment is removed. In addition, please refer to the revised adjustment (4) (previously adjustment (6)) to the pro forma balance
sheet in the revised registration statement.

Part
II Information Not Required in the Prospectus

Item
21. Exhibits and Financial Statement Schedules

Exhibit
5.2 Opinion of Sichenzia Ross Ference Carmel LLP as to the legality of the MKDWELL Tech Inc. warrants, page II-1

    4.
    We note your revisions in response to prior comment
    6. Please revise the legal matters section to state that Sichenzia Ross Ference Carmel LLP will opine on the validity of the warrants.

Response:
Please refer to the revised legal matters section.

If
you have any questions regarding the Revised Registration Statement, please contact Huan Lou, Esq. (hlou@srfc.law or (646) 810-2187)
or David Manno, Esq. (dmanno@srfc.law or (212) 981-6772) of Sichenzia Ross Ference Carmel LLP, attorneys for MKDWELL Tech Inc., and Michael
T. Campoli, Esq. (mcampoli@pryorcashman.com or (212) 326-0468) or Elizabeth F. Chen, Esq. (echen@pryorcashman.com or (212)
326-0199), attorneys for Cetus Capital Acquisition Corp.

Thank
you for your time and attention.

    Very truly yours,

    /s/ Ming-Chia
    Huang

    Ming-Chia Huang

    On behalf of MKDWELL Tech Inc.

    /s/ Chung-Yi
    Sun

    Chung-Yi Sun

    On behalf of Cetus Capital Acquisition Corp.

United States securities and exchange commission logo
March 28, 2024
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.
Amendment No. 1 to Registration Statement on Form F-4
Filed March 26, 2024
File No. 333-277785
Dear Ming-Chia Huang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 18, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4
Proposal No. 7 The NTA Amendment Proposal, page 94
1.We note your disclosures related to the NTA Amendment Proposal. Please revise the risk
factors section to discuss that the removal of this provision could result in your securities
falling within the definition of a penny stock, the risks if your securities were to fall within
the definition of penny stock and the impact that your net tangible assets falling below
$5,000,001 could have on your Nasdaq listing.
Unaudited Pro Forma Condensed Combined Financial Information, page 143
2.We note the filing now includes a NTA Amendment Proposal to remove the requirement
that Cetus Capital have net assets of at least $5,000,001 upon the consummation of its
initial business combination. We note you revised the pro forma financial statements

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 March 28, 2024 Page 2
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
March 28, 2024
Page 2
under the maximum redemption scenario, and all related disclosures throughout the filing,
to assume holders of 1,898,342 Public Shares exercise their redemption rights in
connection with the Business Combination, leaving 160,592 Public Shares outstanding;
however, we also note you disclose you will not decline to honor any properly tendered
redemptions and the Business Combination will not close unless all properly tendered
redemptions have been satisfied. Based on your disclosures, it is not clear if the Business
Combination could proceed if all properly tendered shares are redeemed. If it can, it does
not appear the maximum redemption scenario you present reflects the maximum
redemption that could occur and the pro forma financial statements do not reflect the
range of possible results that can occur as required by Rule 11-02(a)(10) of Regulation S-
X. Please address the following:
•Clearly disclose under the maximum redemption scenario that it assumes the NTA
Amendment Proposal is approved and disclose the maximum number shares that
could be redeemed if the NTA Amendment Proposal is not approved.
•If the Business Combination cannot proceed if more than 160,592 Public Shares are
redeemed, the current pro forma financial statements under the maximum redemption
may be appropriate but should be revised to clarify the Business Combination will
not occur if more than 160,592 Public Shares are redeemed.
•If the Business Combination can proceed if all properly tendered shares are
redeemed, the current pro forma financial statements under the maximum
redemption scenario, and all related disclosures throughout the filing, should be
revised to assume 100% of the Public Shares are redeemed. We note the redemption
of 100% of the Public Shares could result in a negative pro forma cash balance;
however, any negative pro forma cash balance should be reclassified to a liability and
you should disclose and discuss the amount of additional funding that would be
required to complete the Business Combination, including the risks and consequences
of not obtaining such funding.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustment (2), page 149
3.We note your response to prior comment 4 and we note your revised adjustment to the
non-controlling interest of $3,901,784 now appears significantly greater than a 37.64%
equity interest in MKD Taiwan that would be attributable to the non-controlling interest as
a result of the Taiwan Reorganization. Please be advised if the balance of the non-
controlling interest you previously recorded in the initial Form F-4 was appropriate, it is
not clear why you revised the balance. The intent of prior comment 4 was to advise you
that the establishment of the non-controlling interest should not result in a change in MKD
Taiwan’s historical accumulated deficit not that the balance of the non-controlling interest
should be revised. To the extent appropriate, please revise adjustment (2) to appropriately
reflect the portion of MKD Taiwan's equity attributable to the non-controlling interest and
the other side of that entry should only adjust APIC and AOCI. Otherwise, please explain

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 March 28, 2024 Page 3
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
March 28, 2024
Page 3
to us how you determined the current non-controlling interest balance is appropriate. You
may also need to revise adjustment (6) since it is not clear why this adjustment does not
just represent the reclassification of the ordinary share balance to additional paid in capital
or why the reclassification impacts adjustment (2).
Part II Information Not Required in the Prospectus
Item 21. Exhibits and Financial Statement Schedules
Exhibit 5.2 Opinion of Sichenzia Ross Ference Carmel LLP as to the legality of the MKDWELL
Tech Inc. warrants, page II-1
4.We note your revisions in response to prior comment 6. Please revise the legal matters
section to state that Sichenzia Ross Ference Carmel LLP will opine on the validity of the
warrants.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael T. Campoli

CORRESP
1
filename1.htm

Date:
March 25, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Eiko
                                            Yaoita Pyles

    Anne
    McConnell

    Jenny
    O’Shanick

    Evan
    Ewing

    Re:
    MKDWELL
    Tech Inc.

    Registration
                                            Statement on Form F-4

    Filed
    March 8, 2024

    File
    No. 333-277785

Ladies
and Gentlemen:

MKDWELL
Tech Inc., a British Virgin Islands business company (the “Company”), together with Cetus Capital Acquisition Corp.,
hereby submits to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”)
this letter setting forth responses to the comments contained in the Staff’s letter dated March 18, 2024 on the Company’s
Registration Statement on Form F-4 previously submitted on March 8, 2024.

Concurrently
with the submission of this letter, the Company is filing its revised registration statement on Form F-4 (the “Revised Registration
Statement”) publicly to the Commission.

The
Staff’s comments are repeated below in bold and are followed by our responses. We have included page references in the Revised
Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Revised Registration Statement.

Registration
Statement on Form F-4

Comparative
Historical and Unaudited Pro Forma Condensed Combined Per Share Financial Information, page 25

    1.
    Please
    revise your disclosures to also include summarized pro forma balance sheet and statement of income information as of and for the
    period ended June 30, 2023.

Response:
Please refer to the revised disclosure to include summarized pro forma financial statement as of and for the period ended June 30, 2023
in the section titled “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

Risk
Factors

Risks
Related to Cetus Capital and the Business Combination

If
Cetus Capital is deemed to be an investment company under the Investment Company Act..., page 59

    2.
    We
    note your revisions in response to prior comment 1 and reissue in part. Please revise to disclose the risk that you could be considered
    to be operating as an unregistered investment company. Disclose that if you are found to be operating as an unregistered investment
    company, you may be required to change your operations, wind down your operations, or register as an investment company under the
    Investment Company Act.

Response:
Please refer to the revised risk factor titled “If Cetus Capital is deemed to be an investment company under the Investment Company
Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult
for Cetus Capital to complete its initial business combination.”

Unaudited
Pro Forma Condensed Combined Financial Information

Basis
of Pro Forma Presentation, page 142

    3.
    We
    note your response to prior comment 4. We note numerous disclosures on pages 7, 14, 57, and 154 state that the number of maximum
    shares that can be redeemed leaving a minimum of $5,000,001 of net tangible assets is 1,561,422 shares and that Cetus Capital Public
    Stockholders will hold 497,512 shares under the maximum redemption scenario; however, page 142 and other disclosures throughout the
    filing, state that a maximum of 1,381,012 shares can be redeemed and that Cetus Capital Public Stockholders will hold 677,922 shares
    under the maximum redemption scenario. Please correct all inconsistencies and ensure all disclosures related to numbers of shares
    and share percentages throughout the filing are accurate and consistent.

Response:
Please refer to the revised disclosures in the Revised Registration Statement.

Note
3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 147

    4.
    We
    note your response to prior comment 5. Please revise adjustment (2) to the pro forma balance sheet to only adjust Ordinary shares,
    APIC, and AOCI, to the extent applicable and required. Please be advised that it does not appear to be appropriate to reduce MKD
    Taiwan’s historical accumulated deficit as a result of the Taiwan Reorganization or recording the new minority interest. Refer
    to ASC 810-10-45-23 and 24.

Response:
Please refer to the revised disclosures in the pro forma balance sheet in the Revised Registration Statement.

Index
of Financial Statements

Cetus
Capital Acquisition Corp., page F-1

    5.
    Due
    to the fact that Cetus Capital does not appear to meet all the requirements of Rule 8-08(b) of Regulation S-X, please revise the
    filing to include updated audited financial statements and related disclosures for Cetus Capital as of and for the year and period
    ended December 31, 2023 and 2022.

Response:
Please refer to the updated audited financial statements and related disclosures for Cetus Capital as of and for the year and period
ended December 31, 2023 and 2022.

Part
II Information Not Required in the Prospectus

Item
21. Exhibits and Financial Statement Schedules

Exhibit
5.1 Opinion of Ogier as to validity of the MKDWELL Tech Inc. ordinary shares and warrants, page II-1

    6.
    We
    note that the warrants are governed by the laws of New York. Please file a New York law opinion covering the warrants. Refer to Staff
    Legal Bulletin No. 19. Additionally, we note that Exhibit 5.1 states that the Shares have no par value; however, the registration
    statement states that the par value is $0.0001. Please revise or clarify, including Exhibit 3.2.

Response:
We respectfully submit that both the current issued and outstanding ordinary share of PubCo, as well as the new ordinary shares of PubCo,
shall have a par value of US$0.0001. Please refer to the revised Exhibit 3.2 and Exhibit 5.1. Please also refer to Exhibit 5.2 pertaining
to the opinion on the warrants under New York law.

If
you have any questions regarding the Revised Registration Statement, please contact Huan Lou, Esq. (hlou@srfc.law or (646) 810-2187)
or David Manno, Esq. (dmanno@srfc.law or (212) 981-6772) of Sichenzia Ross Ference Carmel LLP, attorneys for MKDWELL Tech Inc., and Michael
T. Campoli, Esq. (mcampoli@pryorcashman.com or (212) 326-0468) or Elizabeth F. Chen, Esq. (echen@pryorcashman.com or (212)
326-0199), attorneys for Cetus Capital Acquisition Corp.

Thank
you for your time and attention.

    Very
    truly yours,

    /s/
    Ming-Chia Huang

    Ming-Chia
    Huang

    On
    behalf of MKDWELL Tech Inc.

    /s/
    Chung-Yi Sun

    Chung-Yi
    Sun

    On
    behalf of Cetus Capital Acquisition Corp.

United States securities and exchange commission logo
March 18, 2024
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.
Registration Statement on Form F-4
Filed March 8, 2024
File No. 333-277785
Dear Ming-Chia Huang:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
our references to prior comments are to comments in our February 20, 2024 letter.
Registration Statement on Form F-4
Comparative Historical and Unaudited Pro Forma Condensed Combined Per Share Financial
Information, page 25
1.Please revise your disclosures to also include summarized pro forma balance sheet and
statement of income information as of and for the period ended June 30, 2023.
Risk Factors
Risks Related to Cetus Capital and the Business Combination
If Cetus Capital is deemed to be an investment company under the Investment Company Act...,
page 59
2.We note your revisions in response to prior comment 1 and reissue in part. Please revise to
disclose the risk that you could be considered to be operating as an unregistered

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 March 18, 2024 Page 2
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
March 18, 2024
Page 2
investment company. Disclose that if you are found to be operating as an unregistered
investment company, you may be required to change your operations, wind down your
operations, or register as an investment company under the Investment Company Act.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 142
3.We note your response to prior comment 4. We note numerous disclosures on pages 7, 14,
57, and 154 state that the number of maximum shares that can be redeemed leaving a
minimum of $5,000,001 of net tangible assets is 1,561,422 shares and that Cetus Capital
Public Stockholders will hold 497,512 shares under the maximum redemption scenario;
however, page 142 and other disclosures throughout the filing, state that a maximum
of 1,381,012 shares can be redeemed and that Cetus Capital Public Stockholders will hold
677,922 shares under the maximum redemption scenario. Please correct all
inconsistencies and ensure all disclosures related to numbers of shares and share
percentages throughout the filing are accurate and consistent.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 147
4.We note your response to prior comment 5. Please revise adjustment (2) to the pro forma
balance sheet to only adjust Ordinary shares, APIC, and AOCI, to the extent applicable
and required. Please be advised that it does not appear to be appropriate to reduce MKD
Taiwan's historical accumulated deficit as a result of the Taiwan Reorganization or
recording the new minority interest. Refer to ASC 810-10-45-23 and 24.
Index of Financial Statements
Cetus Capital Acquisition Corp., page F-1
5.Due to the fact that Cetus Capital does not appear to meet all the requirements of Rule 8-
08(b) of Regulation S-X, please revise the filing to include updated audited financial
statements and related disclosures for Cetus Capital as of and for the year and period
ended December 31, 2023 and 2022.
Part II Information Not Required in the Prospectus
Item 21. Exhibits and Financial Statement Schedules
Exhibit 5.1 Opinion of Ogier as to validity of the MKDWELL Tech Inc. ordinary shares and
warrants, page II-1
6.We note that the warrants are governed by the laws of New York. Please file a New York
law opinion covering the warrants. Refer to Staff Legal Bulletin No. 19. Additionally, we
note that Exhibit 5.1 states that the Shares have no par value; however, the registration
statement states that the par value is $0.0001. Please revise or clarify, including Exhibit
3.2.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 March 18, 2024 Page 3
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
March 18, 2024
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael T. Campoli

CORRESP
1
filename1.htm

Date:
March 8, 2024

Via
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

Securities
and Exchange Commission

Washington,
D.C. 20549

    Attn.:
    Eiko
    Yaoita Pyles

    Anne
    McConnell

    Jenny
    O’Shanick

    Evan
    Ewing

    Re:
    MKDWELL
    Tech Inc.

    Amended
    Draft Registration Statement on Form F-4

    Submitted
    on February 5, 2024

    CIK
    No. 0001991332

Ladies
and Gentlemen:

MKDWELL
Tech Inc., a British Virgin Islands business company (the “Company”), together with Cetus Capital Acquisition Corp.,
hereby submits to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”)
this letter setting forth responses to the comments contained in the Staff’s letter dated February 20, 2024 on the Company’s
Amended Draft Registration Statement on Form F-4 previously submitted on February 5, 2024.

Concurrently
with the submission of this letter, the Company is filing its registration statement on Form F-4 (the “Revised Registration
Statement”) publicly to the Commission.

The
Staff’s comments are repeated below in bold and are followed by our responses. We have included page references in the Revised
 Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Revised  Registration Statement.

Amended
Draft Registration Statement Submitted February 5, 2024

Risk
Factors, page 27

    1.
    If
    the assets in your trust account are securities, including U.S. Government securities or shares of money market funds registered
    under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, disclose the risk that you could be considered
    to be operating as an unregistered investment company. Disclose that if you are found to be operating as an unregistered investment
    company, you may be required to change your operations, wind down your operations, or register as an investment company under the
    Investment Company Act. Also include disclosure with respect to the consequences to investors if you are required to wind down your
    operations as a result of this status, such as the losses of the investment opportunity in a target company, any price appreciation
    in the combined company, and any warrants, which would expire worthless.

Response:
Please refer to the added risk factor titled “If Cetus Capital is deemed to be an investment company under the Investment Company
Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult
for Cetus Capital to complete its initial business combination.”

Proposal
No 1 The Business Combination Proposal

Summary
of MKD Taiwan Financial Analysis and Cetus Capital Internal Valuation Discussion,

page
86

    2.
    We
    note your response to prior comment 3. Please revise your risk factors, business and expected uses of funds sections, as applicable,
    to discuss your plan to operate campgrounds and offer sales and management services for camper vehicles.

Response:
Please refer to the revised sections titled “MKD’s projected development goals and business expansion plans may not be achieved
in the time frames expected due to unforeseen factors,” “MKD’s Business — Future Camper Van Operations,”
and “Expected Uses Of Funds In Connection With The Business Combination.”

Unaudited
Pro Forma Condensed Combined Financial Information

Introduction,
page 141

    3.
    Please
    correct the disclosure that indicates Cetus Capital’s audited condensed statement of operations for the period from June 7,
    2022 (inception) to December 31, 2022 is included in Cetus Capital’s Form 10-Q for the period ended June 30, 2023 since it
    is not and disclose it is included elsewhere in the proxy statement/prospectus.

Response:
Please refer to the Revised Registration Statement at page 141.

Basis
of Pro Forma Presentation, page 142

    4.
    Your
    revised description of Scenario 2 states that you are “assuming 2,058,934 shares redemptions into cash, in addition to 3,691,066
    shares redeemed on January 31, 2024” under this scenario. However, your disclosure in the next sentence states that you will
    only be able to further redeem 1,381,012 shares under this scenario given the requirement to maintain a minimum of $5,000,001 of
    net tangible assets. Please correct this inconsistency. In addition, as a result of the Cetus Capital stockholders who exercised
    their rights to redeem 3,691,066 shares of Class A common stock at the special meeting of stockholders on January 31, 2024, we note
    numerous disclosures, including tabular disclosures, related to numbers of shares and share percentages have been revised throughout
    the filing; however, it appears other disclosures, including narrative disclosures preceding the tables, have not been revised and
    are now inconsistent with the tabular and related disclosures, for example, the third page of the letter to the Stockholders of Cetus
    Capital, several disclosures on page 7, and disclosures on pages 14, 57, and 88. Please ensure all disclosures related to numbers
    of shares and share percentages throughout the filing are accurate and consistent.

Response:
Please refer to the Revised Registration Statement which has been revised with regards to the January 31, 2024 special meeting
of stockholders and the associated cash redemption by stockholders.

Note
3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 146

    5.
    We
                                            note your response to prior comment 9 and the related disclosure, including Adjustment
                                            2, which appears to reduce the amounts of each equity line item in MKD Taiwan’s historical
                                            balance sheet by 37.64%; however, it is not clear to us how you determined this appropriately
                                            presents the non-controlling interest that will exist after the merger. Please more fully
                                            explain to us how and why you determined your current presentation is appropriate and cite
                                            the specific authoritative accounting literature you relied on to support your conclusion.

Response:
Please refer to the revised disclosure on page 147 of the Revised  Registration Statement. In connection with the Taiwan Reorganization,
MKD BVI, a shell company, directly acquired 62.36% of the issued and outstanding shares of MKD Taiwan from its shareholders, in exchange
for proportionate new MKD BVI shares which were issued to the selling MKD Taiwan shareholders, leaving the 37.64% equity interest held
by MKD Taiwan shareholders which remained unchanged, and which became noncontrolling interest as a result of the reorganization transaction.
The noncontrolling interest was calculated based on the fact that the 37.64% MKD Taiwan shareholders share the historical equity interest
of MKD Taiwan before and after the reorganization transaction. Thus, the 37.64% equity interest of MKD Taiwan was adjusted to reflect
the noncontrolling interest.

Cetus
Capital - Unaudited Interim Financial Statements

Note
9 - Subsequent events, page F-18

    6.
    Please
                                            revise your disclosures related to the January 31, 2024 special meeting of stockholders
                                            to quantify the dollar amount of the reduction in the trust account that resulted when stockholders
                                            holding 3,691,066 shares of Class A common stock exercised their rights to redeem such shares.
                                            Please provide similar quantified disclosures whenever you discuss the special meeting, for
                                            example, on pages 13, 67, 78, and 139. In addition, please revise the filing to more fully
                                            address the potential risks and consequences of the cash redemptions.

Response:
Please refer to the Revised  Registration Statement which has been revised with regards to the January 31, 2024 special meeting
of stockholders and the associated cash redemption by stockholders.

General

    7.
    We
                                            note your response to prior comment 16 and reissue in part. Please revise your registration
                                            statement to more prominently discuss the Letter of Consent and Waiver dated December 14,
                                            2023, the Sponsor Promissory Note dated February 1, 2024, and the Stock Pledge Agreement
                                            dated February 1, 2024.

Response:
Please refer to the revised disclosures at pages 13, 67, 78 and 139.

If
you have any questions regarding the Revised  Registration Statement, please contact Huan Lou, Esq. (hlou@srfc.law or (646) 810-2187)
or David Manno, Esq. (dmanno@srfc.law or (212) 981-6772) of Sichenzia Ross Ference Carmel LLP, attorneys for MKDWELL Tech Inc., and Michael
T. Campoli, Esq. (mcampoli@pryorcashman.com or (212) 326-0468) or Elizabeth F. Chen, Esq. (echen@pryorcashman.com or (212)
326-0199), attorneys for Cetus Capital Acquisition Corp.

Thank
you for your time and attention.

    Very
    truly yours,

    /s/
    Ming-Chia Huang

    Ming-Chia
    Huang

    On
    behalf of MKDWELL Tech Inc.

    /s/
    Chung-Yi Sun

    Chung-Yi
    Sun

    On
    behalf of Cetus Capital Acquisition Corp.

United States securities and exchange commission logo
February 20, 2024
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.
Amended Draft Registration Statement on Form F-4
Submitted on February 5, 2024
CIK No. 0001991332
Dear Ming-Chia Huang:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
January 22, 2024 letter.
Amended Draft Registration Statement Submitted February 5, 2024
Risk Factors, page 27
1.If the assets in your trust account are securities, including U.S. Government securities or
shares of money market funds registered under the Investment Company Act and
regulated pursuant to rule 2a-7 of that Act, disclose the risk that you could be considered
to be operating as an unregistered investment company. Disclose that if you are found to
be operating as an unregistered investment company, you may be required to change your
operations, wind down your operations, or register as an investment company under the
Investment Company Act. Also include disclosure with respect to the consequences to
investors if you are required to wind down your operations as a result of this status, such

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 February 20, 2024 Page 2
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
February 20, 2024
Page 2
as the losses of the investment opportunity in a target company, any price appreciation in
the combined company, and any warrants, which would expire worthless.
Proposal No 1 The Business Combination Proposal
Summary of MKD Taiwan Financial Analysis and Cetus Capital Internal Valuation Discussion,
page 86
2.We note your response to prior comment 3. Please revise your risk factors, business and
expected uses of funds sections, as applicable, to discuss your plan to
operate campgrounds and offer sales and management services for camper vehicles.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 141
3.Please correct the disclosure that indicates Cetus Capital’s audited condensed statement of
operations for the period from June 7, 2022 (inception) to December 31, 2022 is included
in Cetus Capital’s Form 10-Q for the period ended June 30, 2023 since it is not and
disclose it is included elsewhere in the proxy statement/prospectus.
Basis of Pro Forma Presentation, page 142
4.Your revised description of Scenario 2 states that you are "assuming 2,058,934 shares
redemptions into cash, in addition to 3,691,066 shares redeemed on January 31, 2024"
under this scenario. However, your disclosure in the next sentence states that you will
only be able to further redeem 1,381,012 shares under this scenario given the requirement
to maintain a minimum of $5,000,001 of net tangible assets. Please correct this
inconsistency. In addition, as a result of the Cetus Capital stockholders who exercised
their rights to redeem 3,691,066 shares of Class A common stock at the special meeting
of stockholders on January 31, 2024, we note numerous disclosures, including tabular
disclosures, related to numbers of shares and share percentages have been revised
throughout the filing; however, it appears other disclosures, including narrative
disclosures preceding the tables, have not been revised and are now inconsistent with
the tabular and related disclosures, for example, the third page of the letter to
the Stockholders of Cetus Capital, several disclosures on page 7, and disclosures on pages
14, 57, and 88. Please ensure all disclosures related to numbers of shares and share
percentages throughout the filing are accurate and consistent.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 146
5.We note your response to prior comment 9 and the related disclosure, including
Adjustment 2, which appears to reduce the amounts of each equity line item in MKD
Taiwan’s historical balance sheet by 37.64%; however, it is not clear to us how you
determined this appropriately presents the non-controlling interest that will exist after the
merger. Please more fully explain to us how and why you determined your current

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 February 20, 2024 Page 3
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
February 20, 2024
Page 3
presentation is appropriate and cite the specific authoritative accounting literature you
relied on to support your conclusion.
Cetus Capital - Unaudited Interim Financial Statements
Note 9 - Subsequent events, page F-18
6.Please revise your disclosures related to the January 31, 2024 special meeting of
stockholders to quantify the dollar amount of the reduction in the trust account that
resulted when stockholders holding 3,691,066 shares of Class A common stock exercised
their rights to redeem such shares. Please provide similar quantified disclosures whenever
you discuss the special meeting, for example, on pages 13, 67, 78, and 139. In addition,
please revise the filing to more fully address the potential risks and consequences of the
cash redemptions.
General
7.We note your response to prior comment 16 and reissue in part. Please revise your
registration statement to more prominently discuss the Letter of Consent and Waiver dated
December 14, 2023, the Sponsor Promissory Note dated February 1, 2024, and the Stock
Pledge Agreement dated February 1, 2024.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael T. Campoli

United States securities and exchange commission logo
January 22, 2024
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.
Amended Draft Registration Statement on Form F-4
Submitted on January 8, 2024
CIK No. 0001991332
Dear Ming-Chia Huang:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
December 15, 2023 letter.
Amended Draft Registration Statement Submitted January 8, 2024
Summary of the Proxy Statement/Prospectus, page 11
1.Please revise the charts related to the corporate structure after the Business Combination,
on pages 19 and 105, to include an additional box to represent the existing shareholders of
MKD Taiwan who did not participate in the Taiwan Reorganization and will continue to
own 37.64% of MKD Taiwan after the Business Combination based on their direct
ownership of shares of MKD Taiwan.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 January 22, 2024 Page 2
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
January 22, 2024
Page 2
Proposal No 1 The Business Combination Proposal
Summary of MKD Taiwan Financial Analysis and Cetus Capital Internal Valuation Discussion,
page 85
2.We note your disclosure that the September 2023 financial projections reflect
certain changes, such as “the changing economic and business outlook in Mainland
China” as well as “global competition, geopolitics, the U.S. Federal Reserve’s interest rate
hikes, [and] the overall market economy.” Please revise to clearly describe how these
factors changed since the March 2023 projections, quantifying where applicable. Further,
update any risks in the Risk Factors section characterized as potential if you have
experienced these risks. Finally, if applicable, revise your MD&A section to identify any
known trend information that is reasonably likely to have a material effect on your results
of operations or financial condition.
3.We note your revisions in response to prior comment 8. Please revise the September 2023
projections section to discuss the basis for, and limitations of, the projections and
assumptions contained therein. Non-exclusive examples of disclosure that should be
updated are:
•Revise to provide the basis for assumptions 1, 2, 3 and 4, quantifying where
applicable, and discuss the factors or contingencies that would affect such growth
from ultimately materializing;
•Revise to discuss in greater detail your planned camping RVs business, quantifying
where applicable, and clarify the reason(s) why the launch of the camping RV
business was postponed;
•Clarify the status of the potential projects with local governments and MKD Taiwan's
current contracts or agreements, if any, with those local governments; and
•Revise to clarify the number of sales and/or leases of camping RVs as of the date of
the prospectus.
Going concern and Capital Resources, page 123
4.We note that you removed disclosure related to your bank borrowings and outstanding
payments, which was added in response to a prior comment. Please advise or revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 140
5.Please correct the disclosures that indicate Cetus Capital's unaudited condensed balance
sheet as of June 30, 2023 and unaudited condensed statement of operations for the six
months ended June 30, 2023 are included in the filing, since they are not in the
filing. Alternatively, you may indicate the interim financial statements are included in
Cetus Capital's Form 10-Q for the period ended June 30, 2023.
6.We note your revisions on page 141 in response to prior comment 11, but certain
disclosures, elsewhere in the filing, appear to continue to indicate that you have assumed
MKD BVI owns all the issued and outstanding ordinary shares of MKD Taiwan

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 January 22, 2024 Page 3
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
January 22, 2024
Page 3
immediately prior to the Closing of the Business Combination or that MKD Taiwan is or
will be wholly-owned (e.g., the third page of the letter to the Stockholders of Cetus
Capital, page 14, page 77 and page F-96). Please ensure all disclosures in the filing are
accurate and consistent. Also, since the Taiwan Reorganization resulted in the
shareholders of MKD Taiwan exchanging their shares of MKD Taiwan for shares of
MKD BVI, it appears to us you should not refer to this transaction being accounted for as
a "reverse recapitalization."
7.We note the financial statements presented in the columns labeled “MKD” appear to be
those of MKD Taiwan. Please revise your column headings accordingly.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 145
8.We note your disclosures under B(2) related to the pro forma balance sheet and under
B(2) related to the pro form statement of operations state the adjustments reflect the
Taiwan Reorganization through the contribution of 62.36% of the share capital in MKD
Taiwan to Cetus Capital, which is inconsistent with other disclosures throughout the filing
that indicate MKD BVI will own a controlling interest of MKD Taiwan at the Closing and
MKD BVI and Cetus Capital are expected to separately merge with PubCo. Please revise
your disclosures to resolve this inconsistency and revise the related pro forma
adjustments, if applicable.
9.We note your response to prior comment 11 and the revisions to the pro forma financial
statements, including adjustment 2 under the pro forma balance sheet and adjustment 2
under the pro forma statements of income. Please revise your disclosures to address the
following:
•Provide separate adjustments to the pro forma balance sheet and pro forma statements
of operations to reflect the elimination of the non-controlling interest recorded in
MKD Taiwan's historical financial statements related to the existing non-controlling
interest in MKD Jiaxing since that non-controlling interest will be acquired by MKD
BVI and disclose the terms of the acquisition of that non-controlling interest by MKD
BVI.
•Provide separate adjustments to the pro forma balance sheet and pro forma statements
of operations to reflect the new non-controlling interest that will be required to be
recorded to present the 37.64% non-controlling interest in MKD Taiwan that will not
be owned by MKD BVI and disclose how each adjustment was calculated and
determined. In this regard, it is not clear to us how the pro forma balance sheet
adjustments were determined, since it appears adjustment (2) reduces the amounts of
each equity line item in MKD Taiwan’s historical balance sheet by 37.64%, and it is
not clear to us where or how the new non-controlling interest is recorded. It is also
not clear to us how the annual and interim pro forma statements of operations
adjustments were determined, including why the adjustment in the annual period
increased the pro forma net loss by 37% or why the adjustment in the interim period

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 January 22, 2024 Page 4
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
January 22, 2024
Page 4
decreased the pro forma net loss by 66%. Explain to us why you believe your
accounting is appropriate and cite the specific authoritative accounting literature you
relied on to support your conclusion.
10.Based on the assumptions underlying the interim pro forma statement of operations for the
six months ended June 30, 2023, it appears you should provide a pro forma adjustment to
eliminate the income earned by Cetus Capital from the assets held in the trust account
under both redemption scenarios since the pro forma statements of income assume such
assets were released from the trust account as of January 1, 2022 and would not have
earned income during the interim period. Please revise.
PubCo’s Directors and Executive Officers After the Business Combination
Compensation, page 151
11.Please update this section to reflect the information for the last full fiscal year. Refer to
Item 6.B of Form 20-F.
Certain Relationships and Related Party Transactions
Certain Transactions of MKD Taiwan, page 156
12.Please revise to include the required information as of the latest practicable date. Refer to
Item 7.B of Form 20-F.
Experts, page 181
13.Please revise to also disclose information regarding the reliance on the expert who
performed the audit of the financial statements of MKDWell Tech Inc.
MKD Technology Inc.
Consolidated Financial Statements, page F-60
14.We note your response to prior comment 16. We also note the audited financial statements
of MKD Technology Inc. in the filing are older than 12 months. Please be advised
that Item 8.A.4 of Form 20-F and the corresponding instructions indicate, in the case of an
initial public offering, audited financial statements not older than 15 months may be
permitted if you are able to represent that: the company is not required to comply with the
12-month requirement for the age of financial statements in any other jurisdiction outside
the United States; and complying with the 12-month requirement is impracticable or
involves undue hardship. If you meet the above criteria, please provide the required
representations from management and file them in an exhibit to the registration statement
when it is publicly filed. If you do not meet the above criteria, please provide updated
audited financial statements and related disclosures throughout the filing.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 January 22, 2024 Page 5
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
January 22, 2024
Page 5
Part II Information Not Required in the Prospectus
Item 21. Exhibits and Financial Statement Schedules
Exhibit 23.6 Consent of Jingtian & Gongcheng, page II-1
15.Please revise your exhibit index to reference and file the opinion of your PRC counsel.
General
16.Please revise your registration statement to discuss and file the Letter of Consent and
Waiver dated December 14, 2023.
17.Please revise your registration statement to discuss your upcoming special meeting of
stockholders on January 31, 2024.
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael T. Campoli

United States securities and exchange commission logo
December 15, 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.
Amended Draft Registration Statement on Form F-4
Submitted on November 22, 2023
CIK No. 0001991332
Dear Ming-Chia Huang:
            We have reviewed your amended 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.
Amended Draft Registration Statement Submitted November 22, 2023
Cover page
1.We note your revisions in response to prior comment 2 and reissue in part. Please revise to
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
quantify the amounts where applicable. Further, we note your disclosure that no dividend
was paid by MKD Taiwan to its shareholders for the years ended December 31, 2021 and
2022. Please revise to provide disclosure as of a current date.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 December 15, 2023 Page 2
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
December 15, 2023
Page 2
Summary of the Proxy Statement/Prospectus, page 11
2.We note your revisions in response to prior comment 8 and that “[t]he PRC government
may also intervene with or influence its operations as the government deems appropriate
to further regulatory goals.” Please revise to clarify that the PRC government may
intervene with or influence your operations at any time.
3.We note your revisions in response to prior comment 10 and reissue in part. 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. Describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and
to U.S. investors. Further, we note your disclosure that MKD Taiwan paid certain
dividends to its shareholders for the years ended December 31, 2021 and 2022. This
appears inconsistent with your disclosure on your cover page. Please revise or clarify.
Risk Factors
Failure to protect personal or confidential information against cybersecurity breaches..., page 29
4.We note your revisions in response to prior comment 14 and reissue in part. 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.
Risks Related to Doing Business in China, page 30
5.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action 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. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.”

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 December 15, 2023 Page 3
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
December 15, 2023
Page 3
Cetus Capital may not be able to complete an initial business combination with a U.S. target
company..., page 47
6.We note your revisions in response to prior comment 17 and reissue in part. Please 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.
Proposal No. 1 The Business Combination Proposal, page 63
7.Please revise to clarify how your board determined that the value of MKD Taiwan was at
least equal to 80% of the balance of funds in the trust account.
Summary of MKD Taiwan Financial Analysis and Cetus Capital Internal Valuation Discussion,
page 79
8.We note your revisions in response to prior comment 24 and reissue in full.
9.We note your response to prior comment 26 and reissue in full.
Material U.S. Federal Income Tax Consequences of the Business Combination, page 90
10.We note your revisions in response to prior comment 29. Please revise your disclosure on
page 90 to clearly state counsel’s tax opinion that the transaction will qualify as a tax-free
exchange.
Unaudited Pro Forma Condensed Combined Financial Information, page 130
11.As noted in your response to prior comment 35, please revise the disclosures here to
clarify that MKD BVI acquired shares of MKD Taiwan directly from MKD Taiwan
shareholders, in exchange for proportionate shares of MKD BVI that were issued to the
MKD Taiwan shareholders and that MKD BVI essentially is a redomestication platform
for MKD Taiwan shareholders to exchange their MKD Taiwan shares for MKD BVI
shares. Given the nature of this transaction essentially results in the formation of a holding
company, it appears to us disclosing that the transaction is accounted for as a reverse
acquisition may not be accurate. Please clarify or revise. In addition, your response to
prior comment 35 indicates that as of August 8, 2023, MKD BVI owned approximately
62.36% of the issued and outstanding shares of MKD Taiwan and that you currently do
not have any concrete plans for MKD BVI to acquire the remaining shares of MKD
Taiwan that it does not own. However, disclosures here and throughout the filing appear
to indicate the pro forma financial statements assume MKD BVI will hold all of the issued
and outstanding ordinary shares of MKD Taiwan immediately prior to the Closing of the
Business Combination. Please ensure all disclosures in your filing are accurate and
consistent with the Company’s current intent. In this regard, to the extent that MKD
Taiwan will continue to have shareholders that directly own 37.64% of the issued and
outstanding shares of MKD Taiwan not acquired by MKD BVI, it appears to us that the
pro forma balance sheet and pro forma statement of operations should be revised to

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 December 15, 2023 Page 4
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
December 15, 2023
Page 4
reflect the remaining 37.64% interest of MKD Taiwan not acquired by MKD BVI as non-
controlling interests. Please advise or revise.
12.We note your revisions in response to prior comment 36 on page 131; however, the
disclosures refer to "hypothetical" adjustments and to adjustments that are
"directly attributable to the transaction" and "factually supportable," or are made by
management to reflect other potential effects of the transaction that are "not directly
attributable to the transaction" and that are "not factually supportable." The revised
disclosures do not comply with the updated guidance in Article 11-02(a)(6) of
Regulation S-X and SEC Release 33-10786. In addition, the revised disclosures also now
imply that the pro forma financial statements include Management Adjustments, which
does not appear to be accurate and is inconsistent with the disclosure on page 134 that
states the pro forma financial statements do not give effect to any anticipated synergies,
and operating efficiencies that may be associated with the Business Combination. As
previously requested, please revise your disclosures related to pro forma adjustments to
comply with the updated guidance in Article 11-02(a)(6) of Regulation S-X and SEC
Release 33-10786.
13.We note your revisions in response to prior comment 37. Please revise the disclosures on
page 131 that describe “Scenario 2 — Assuming Maximum Redemptions into Cash” to
include the information you disclosed on page 22 under “Scenario 3 – Assuming
Maximum Redemption into Cash” as well as the paragraph immediately following the 3
scenarios that discusses the potential impact of the minimum net tangible
asset requirement.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustment (4), page 135
14.We note your response to prior comment 38. You continue to state here that adjustment
(4) reflects the recapitalization of MKD Taiwan through the contribution of share capital
in MKD Taiwan to Cetus Capital, which is inconsistent with other disclosures throughout
the filing that indicate MKD Taiwan will be acquired by MKD BVI (Taiwan
Reorganization) and MKD BVI and Cetus Capital are expected to separately merge with
PubCo. Please revise your disclosure to resolve this inconsistency and revise the related
pro forma adjustments, if applicable.
Cetus Capital Acquisition Corp. Financial Statements
Notes to Financial Statements (Unaudited), page F-18
15.When the interim financial statement were updated, it appears the subsequent events
footnote was deleted. Please revise the notes to the interim financial statement to include a
subsequent events footnote.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 December 15, 2023 Page 5
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
December 15, 2023
Page 5
MKD Technology Inc. Consolidated Financial Statements
General, page F-33
16.Based on the lack of information provided in your response letter, it is not clear to us if
you omitted updated interim financial statements and related disclosures that are required
by Item 14 of Form F-4 and Item 8.A of Form 20-F, because you do not intend to seek
effectiveness of the Form F-4 until you provide updated annual audited financial
statements for the year ended December 31, 2023. If that is your intent, please advise; if
not, please provide updated interim financial statements and related disclosures in the next
amendment.
MKDWELL Tech Inc. Consolidated Financial Statements
Report of Independence Registered Public Accounting Firm, page F-64
17.We note the auditor's report refers to the audited period from July 25, 2022 (inception)
through September 30, 2023, but the financial statements and disclosures indicate
MKDWELL Tech Inc. was incorporated on July 25, 2023. Please ensure this
inconsistency is corrected.
General
18.We note your revisions in response to prior comment 47 and reissue in part. We note that
Arc Group assisted Cetus Capital with the comparable company analysis. Please include a
risk factor describing Arc Group's role in connection with the preparation of the
registration statement and the valuation of MKD Taiwan and that they disclaim any
liability in connection with such disclosure included in the registration statement. Please
also disclose the rationale for continuing to rely on information provided by Arc Group
when ARC Group has disclaimed liability for any disclosures included in the registration
statement.
19.We note your revisions in response to prior comment 50 and reissue in full. Please revise
to clearly disclose any ongoing obligations pursuant to the engagement letter or otherwise
that will survive the termination, such as indemnification provisions, rights of first refusal,
and lockups, and discuss the impacts of those obligations in the registration statement.
20.We note your response to prior comment 51 and reissue in part.  Please revise to clarify, if
true, that ARC Group withdrew from its role as financial advisor.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 December 15, 2023 Page 6
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
December 15, 2023
Page 6
            Please contact Eiko Yaoita Pyles at 202-551-3587 or Anne McConnell at 202-551-3709
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenny O'Shanick at 202-551-8005 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Michael T. Campoli

United States securities and exchange commission logo
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

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 October 18, 2023 Page 2
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
October 18, 2023
Page 2
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.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 October 18, 2023 Page 3
 FirstName LastName
Ming-Chia Huang
MKDWELL Tech Inc.
October 18, 2023
Page 3
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.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 October 18, 2023 Page 4
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
October 18, 2023
Page 4
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.

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 October 18, 2023 Page 5
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
October 18, 2023
Page 5
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

 FirstName LastNameMing-Chia Huang
 Comapany NameMKDWELL Tech Inc.
 October 18, 2023 Page 6
 FirstName LastNameMing-Chia Huang
MKDWELL Tech Inc.
October 18, 2023
Page 6
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