- Cetus Capital Acquisition Corporation (CETU) to merge with MKD Technology (Private) in a transaction valuing the pro forma entity at *$246 million in Enterprise Value (*$305 million equity value) assuming zero redemptions.
- MKD Technology shareholders will receive an equity consideration of $230 million at $10.0 per share.
- No minimum cash condition.
- No termination fees.
- Business combination transaction is targeted to close in the fourth quarter of 2023.
- SPAC Details:
- Unit Structure: 1 share of Class A Common Stock + 1 Redeemable Warrant + 1 Right
- #Cash in Trust: $58,920,593 (102.4 % of Public Offering)
- Public Shares Outstanding: 5,750,000 shares
- Private Shares Outstanding: 1,781,875 shares (including 1,437,500 Private shares contained in Private Units)
- Trust Value/Share: $10.24
- Current Liquidation Date: November 3, 2023
- Outside Liquidation Date: August 3, 2024
- Name of Target: MKD Technology
- Target Description: MKD Technologies, Inc. provides software engineering solutions through products and professional services. They offer services in multiple industries, including financial technology, data analytics, machine learning, enterprise software, internet of things, and energy. MKD Technologies, Inc. was established in 2003.
- Announced Date: June 26, 2023
- Expected Close: “Fourth Quarter of 2023”
- Press Release: Not available
- Transaction Terms (N/A):
| Redemption Rate | 0% |
| Share Price | $10.0 per share |
| Enterprise Value | $246 million* |
| Market Cap Value | $305 million* |
- Target Shareholders Receive (~*75.3%):
- Equity consideration of $230 million at $10.0 per share (23 million shares of “Pubco Common Share”)
- SPAC Shareholders Receive (~*18.8%):
- Equity consideration of $57.5 million at $10.0 per share (5.75 million shares of “Pubco Common Share”)
- SPAC Sponsors Receive (~*6%):
- Equity consideration of $17.81 million at $10.0 per share (1.78 million shares of “Pubco Common Share”)
- Note: 1.78 million shares include 0.575 million representative shares
- Equity consideration of $17.81 million at $10.0 per share (1.78 million shares of “Pubco Common Share”)
- PIPE / Financing:
- Nil
- Redemption Protections:
- Nil
- Support Agreement:
- Standard voting support
- Lock-up:
- SPAC Sponsors: 180 days post-closing
- Key Target Shareholders (Holding > 5%): 180 days post-closing
- Closing Conditions:
- Termination date: November 1, 2023
- Non-completion of restructuring by September 30, 2023
- Other customary closing conditions
- Termination:
- Standard termination clauses
- Advisors:
- SPAC Legal Advisor: Pryor Cashman LLP
- Target Legal Advisor: Sichenzia Ross Ference, LLP
- Equity Incentive Plan:
- No information available
*Denotes estimated figures by CPC
#Reported as on 31st March 2023