Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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MKDWELL Tech Inc. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G6209W108 (CUSIP Number) |
Ming-Chia Huang 1F, No. 6-2 Duxing Road,, Hsinchu Science Park, Hsinchu City, F5, 300 886-3-5781899 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G6209W108 |
| 1 |
Name of reporting person
Ming-Chia Huang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TAIWAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,196,350.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 143,619,342 Ordinary Shares of the Issuer issued and outstanding as of April 1, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
MKDWELL Tech Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1F, NO. 6-2, DUXING ROAD, HSINCHU SCIENCE PARK, HSINCHU CITY,
TAIWAN
, 300. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Ming-Chia Huang. Mr. Huang is referred to herein as the "Reporting Person." |
| (b) | The business address of the Reporting Person is c/o MKDWELL Tech Inc., 1F, No 6-2, Duxing Road, Hsinchu Science Park, Hsinchu City 300, Taiwan. |
| (c) | The present principal occupation of the Reporting Person is the Chief Executive Officer and the Chairman of the Board of Directors ("Board") of the Company. |
| (d) | The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) |
| (e) | The Reporting Person was not, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of Taiwan. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Following the business combination between MKDWELL Tech Inc. (the "Company"), MKDWELL Limited ("MKD BVI") and Cetus Capital Acquisition Corp. ("Business Combination"), Mr. Huang received a total of 1,965,350 Ordinary Shares on the closing date in his capacity as a shareholder of MKD BVI.On March 19, 2025, MKDWELL Tech Inc. entered into three separate debt conversion agreements with three creditors of the Company, being Mr. Ming-Chia Huang, a director and the chief executive officer of the Company, Ms. Ya-Hui Wu, the spouse of Mr. Huang, and AWinner Limited, which is controlled by Mr. Chung-Yi Sun, a director of the Company, to convert such debts owed into equity of the Company. Among these, an amount of $823,100 owed to Mr. Ming-Chia Huang was converted into 8,231,000 new ordinary shares of the Company, which will be redesignated into 8,231,000 new Class A preferred shares subject to approval by shareholders of the Company by an ordinary resolution. | |
| Item 4. | Purpose of Transaction |
Upon the consummation of the Business Combination, the Reporting Person was appointed to serve as Chief Executive Officer and the Chairman of the Board. As a director and officer of the Company, the Reporting Person may have influence over the corporate activities of the Company; including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.Subject to the provisions of the Amended and Restated Memorandum and Articles of Association and the Issuer's insider trading policies, the Reporting Person may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person may engage in discussions with management, the Board and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or the relevant parties to consider or explore extraordinary corporate transactions, such as a merger, reorganization or take-private transaction that may result in the delisting or deregistration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.Except as set forth in this Item 4, the Reporting Person does not have any present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person retains the right to change his investment intent and may, from time to time, acquire additional Ordinary Shares or other securities of the Company, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the Ordinary Shares or other securities of the Company, if any, beneficially owned by the Reporting Person, in any manner permitted by law. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 10,196,350, 7.1% |
| (b) | 10,196,350 |
| (c) | On March 19, 2025, MKDWELL Tech Inc. (the "Company") entered into three separate debt conversion agreements with three creditors of the Company, being Mr. Ming-Chia Huang, a director and the chief executive officer of the Company, Ms. Ya-Hui Wu, the spouse of Mr. Huang, and AWinner Limited, which is controlled by Mr. Chung-Yi Sun, a director of the Company, to convert such debts owed into equity of the Company. Among these, an amount of $823,100 owed to Mr. Ming-Chia Huang was converted into 8,231,000 new ordinary shares of the Company, which will be redesignated into 8,231,000 new Class A preferred shares subject to approval by shareholders of the Company by an ordinary resolution. |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Person. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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