MKDWELL Tech Inc. Files 2023 Annual Report

Ticker: MKDWW · Form: 20-F · Filed: Aug 15, 2024 · CIK: 1991332

Sentiment: neutral

Topics: annual-report, 20-f, electronics

TL;DR

MKDWELL Tech Inc. filed its 2023 20-F, showing electronics manufacturing biz in Taiwan.

AI Summary

MKDWELL Tech Inc. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company, incorporated in the British Virgin Islands, is primarily involved in the manufacturing of electronic and other electrical equipment, excluding computer equipment. Its principal executive offices are located in Hsinchu Science Park, Taiwan.

Why It Matters

This filing provides investors and stakeholders with a comprehensive overview of MKDWELL Tech Inc.'s financial performance and business operations for the past fiscal year, crucial for investment decisions.

Risk Assessment

Risk Level: low — This is a standard annual report filing (20-F) and does not contain immediate, high-impact news or financial disclosures that would suggest a high risk.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of MKDWELL Tech Inc.?

MKDWELL Tech Inc. is involved in the manufacturing of electronic & other electrical equipment (excluding computer equipment), as indicated by its Standard Industrial Classification code [3600].

Where are MKDWELL Tech Inc.'s principal executive offices located?

The principal executive offices of MKDWELL Tech Inc. are located at 1F, No. 6-2, Duxing Road, Hsinchu Science Park, Hsinchu City 300, Taiwan.

Who is the Chief Executive Officer of MKDWELL Tech Inc.?

Ming-Chia Huang is the Chief Executive Officer of MKDWELL Tech Inc.

What is the jurisdiction of incorporation for MKDWELL Tech Inc.?

MKDWELL Tech Inc. is incorporated in the British Virgin Islands.

What type of report is this filing?

This filing is a Form 20-F, specifically a shell company report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934, with the date of the event requiring this report being July 31, 2024.

Filing Stats: 4,388 words · 18 min read · ~15 pages · Grade level 13 · Accepted 2024-08-15 16:46:32

Key Financial Figures

Filing Documents

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 2

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 3

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 3

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 3

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 4

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 5

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 5

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 6

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 7

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 8 PART II 8 PART III 8

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 8

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 8

EXHIBITS

ITEM 19. EXHIBITS 9 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) is being filed by MKDWELL Tech Inc., a business company incorporated in the British Virgin Islands. Unless otherwise indicated, the “Company” and “PubCo,” refer to MKDWELL Tech Inc., and references to “MKD,” “we,” “us,” “our,” and similar terminology refer to MKDWELL Tech Inc. and its subsidiaries subsequent to the Business Combination (defined below). This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the “Risk Factors” section of the Company’s registration statement on Form F-4 (File No. 333-277785) initially filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2024, as amended (the “Form F-4&

Risk Factors

Risk Factors The risk factors associated with the Company are described in the Form F-4 in the section titled “ Risk Factors ” and are incorporated herein by reference. ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company The Company was formed to serve as a holding company for MKD and Cetus Capital after consummation of the Business Combination contemplated by the Business Combination Agreement. The Company, a British Virgin Islands business company, was incorporated on July 25, 2023. Prior to the Business Combination, the Company owned no material assets and did not operate any business. MKD’s principal executive office is located at 1F, No. 6-2, Duxing Road, Hsinchu Science Park, Hsinchu City 300, Taiwan. On July 31, 2024, the parties consummated the Business Combination. On July 24, 2024, MKDWELL Tech Inc. and its subsidiary MKDWELL (Jiaxing) Electronic Technology Ltd. (the “Borrower”), a PRC-incorporated company, entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an investor (the “Investor”), pursuant to which the Investor agreed to purchase from the Borrower a convertible promissory note in the aggregate principal amount of RMB35,000,000 (approximately $4.8 million) (the “Convertible Note”) (the “Convertible Note Financing”). The closing of the transactions contemplated by the Securities Purchase Agreement shall occur on the business day immediately before the date on which the Business Combination is consummated. The Company also agreed that it would issue an additional 150,000 of its ordinary shares to the Investor within ten (10) business days after the Investor receives and provides to the Company the applicable permit or approval from the People’s Republic of China authority with respect to the foreign currency exchange regulations to hold such shares, including such required approval pursuant to SAFE

of this Report for consolidated financial statements and other financial information

Item 18 of this Report for consolidated financial statements and other financial information. B. Significant Changes A discussion of significant changes since December 31, 2023 is provided under Item 4 of this Report and is incorporated herein by reference. ITEM 9. THE OFFER AND LISTING A. Offer and Listing Details Nasdaq Listing of Ordinary Shares and Warrants Our ordinary shares and warrants are listed on Nasdaq under the symbols “MKDW” and “MKDWW,” respectively. Holders of our ordinary shares and warrants should obtain current market quotations for their securities. Lock-ups Information regarding the lock-up restrictions applicable to the Ordinary Shares is included in the Form F-4 under the section titled “ The Business Combination Proposal—Additional Agreements Executed at the Signing of the Business Combination Agreement ” and is incorporated herein by reference. Warrants Each Cetus Capital warrant outstanding and unexercised immediately prior to the closing of the Business Combination was converted into one Warrant of the Company that entitles the holder thereof to purchase one Ordinary Share. Upon the completion of the Business Combination, there were 6,036,875 Warrants outstanding. The Warrants, which entitle the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, will expire five years after the completion of the Business Combination, on 5.00 p.m. New York time, on July 31, 2029, or earlier upon redemption or liquidation in accordance with their terms. B. Plan of Distribution Not applicable. C. Markets Our Ordinary Shares and Warrants are listed on Nasdaq under the symbols “MKDW” and “MKDWW,” respectively. D. Selling Shareholders Not applicable. E.

Dilution

Dilution Not applicable. F. Expenses of the Issue Not applicable. 5 ITEM 10. ADDITIONAL INFORMATION A. Share Capital As at the date of this report, the Company is authorized to issue a maximum of 100,000,000 shares of a par value of US$0.0001 each. As of August 1, 2024, subsequent to closing of the Business Combination, there were 16,788,342 Ordinary Shares outstanding. The Company also has 6,036,875 Warrants outstanding, each exercisable to purchase one Ordinary Share at a price of $11.50 per share. The Warrants will expire on 5.00 p.m. New York time, on July 31, 2029. Information regarding our share capital is included in the Form F-4 under the section titled “ Description of Pubco’s Securities ” and is incorporated herein by reference. B. Memorandum and Articles of Association Information regarding certain material provisions of the Company’s amended and restated memorandum and articles of association in effect following the closing of the Business Combination is included in the Form F-4 under the section titled “ The PubCo Charter Proposal ” and Exhibit 3.2 thereof and is incorporated herein by reference. C. Material Contracts Ex

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