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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.
 Ming-Chia Huang
FirstName  LastNameMing-Chia Huang
MKDWELL      Tech Inc.
Comapany
January 22,NameMKDWELL
            2024          Tech Inc.
January
Page 2 22, 2024 Page 2
FirstName LastName
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
 Ming-Chia Huang
FirstName  LastNameMing-Chia Huang
MKDWELL      Tech Inc.
Comapany
January 22,NameMKDWELL
            2024          Tech Inc.
January
Page 3 22, 2024 Page 3
FirstName LastName
         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
 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
FirstName LastNameMing-Chia Huang
       representations from management and file them in an exhibit to the
registration statement
Comapany
       whenNameMKDWELL
              it is publicly filed.Tech  Inc.
                                    If you do not meet the above criteria,
please provide updated
Januaryaudited
         22, 2024financial
                    Page 4statements and related disclosures throughout the
filing.
FirstName LastName
 Ming-Chia Huang
FirstName  LastNameMing-Chia Huang
MKDWELL      Tech Inc.
Comapany
January 22,NameMKDWELL
            2024          Tech Inc.
January
Page 5 22, 2024 Page 5
FirstName LastName
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
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