MKDWELL Tech Inc美股招股说明书(2025-04-15版)

MKDWELL Tech Inc.Up to 100,000,000 Ordinary Shares This prospectus relates to the offer and sale from time to time by the selling securityholders or their permitted transferees(collectively, the “Selling Securityholders”) of up to 100,000,000 ordinary shares, par value of $0.0001 per share (“Ordinary Shares”,and such 100,000,000 Ordinary Shares to be registered herewith, the “Resale Shares”), of MKDWELL Tech Inc. (the “Company”)originally issued or issuable to certain Selling Securityholders pursuant to a securities purchase agreement dated March 6, 2025 (the“Purchase Agreement”). This prospectus also covers any additional securities that may become issuable by reason of share splits, sharedividends or other similar transactions. We are registering the resale of these Resale Shares by the Selling Securityholders named in this prospectus, or theirtransferees, pledgees, donees or assignees or other successors-in-interest that receive any of the shares as a gift, distribution, or othernon-sale related transfer. The Selling Securityholders may offer all or part of the Resale Shares for resale from time to time throughpublic or private transactions, at either prevailing market prices or at privately negotiated prices. The resale of these Resale Shares arebeing registered to permit the Selling Securityholders to sell Resale Shares from time to time, in amounts, at prices and on termsdetermined at the time of offering. The Selling Securityholders may sell these Resale Shares through ordinary brokerage transactions,directly to market makers of our shares or through any other means described in the section titled “Plan of Distribution”. We will paycertain expenses associated with the registration of the resale of these Resale Shares covered by this prospectus, as described in thesection titled “Plan of Distribution”. All of the Resale Shares offered by the Selling Securityholders pursuant to this prospectus will be sold by the SellingSecurityholders for their respective accounts. We will not receive any of the proceeds from the sale of Ordinary Shares by the SellingSecurityholders. Our Ordinary Shares are currently traded on the Nasdaq Global Market under the symbol “MKDW”. Our Warrants trade onNasdaq Capital Market under the symbol “MKDWW”. Our Ordinary Shares and our public warrants began trading on Nasdaq onAugust 1, 2024. The closing price of our Ordinary Shares on Nasdaq on April 2, 2025 was $0.2623 per share and the closing price ofour Warrants on April 2, 2025 was $0.0116 per Warrant. The Company is a holding company incorporated in the British Virgin Islands. As a holding company with no materialoperations of its own, the Company conducts substantially all of its operations through its operating subsidiaries in the PRC andTaiwan. Because of the Company’s corporate structure, and since the Group’s operations are primarily located in the PRC and Taiwan,the Group will be subject to various legal and operational risks and uncertainties associated with being based in or having the majorityof our operations in China and the complex and evolving PRC laws and regulations. Any failure or perceived failure to fully complywith regulatory requirements could significantly limit or completely hinder the Company’s ability to offer securities to investors, causesignificant disruption to its business operations, and severely damage the Company’s reputation, which could materially and adverselyaffect the Company’s financial condition and results of operations and could cause the value of the Company’s securities tosignificantly decline or be worthless. For a description of the Company’s corporate structure, see “Business—Corporate Structure andReorganization” beginning on page 62. Pursuant to the Overseas Listing Trial Measures of the PRC, PRC domestic companies that seek to offer or list securitiesoverseas, whether directly or indirectly, should fulfill the filing procedures and report relevant information to the CSRC within threeworking days after submitting listing applications and subsequent amendments. The Company has submitted the filing with the CSRCon September 21, 2023 in connection with the business combination with Cetus Capital. According to the Overseas Listing TrialMeasures and communication with the CSRC, the Company is not within the scope of the Overseas Listing Trial Measures. As advisedby the Company’s PRC legal counsel, the Company believes that its business combination which closed on July 31, 2024 and listingon Nasdaq does not require further review or approval by CSRC. However, see “Risk Factors—Risks Related to Doing Business inChina.” As advised by the Company’s PRC legal counsel, the Company believes it will not be subject to cybersecurity review withthe Cyberspace Administration of China, or the “CAC,” after the Measures for Cybersecurity Review (the “Cybersecurity ReviewMeasures”). In addition, as advised by the Company’s PRC legal counsel, the Group has obtained all requisite licenses, perm