Item 1.01. Entry into a Material Definitive Agreement.
On February 3, 2023, Cetus Capital Acquisition Corp. (the "Company") consummated
its initial public offering (the "IPO") of 5,750,000 units (the "Units"),
including the issuance of 750,000 Units as a result of the full exercise by EF
Hutton, division of Benchmark Investments, LLC (the "Representative") of its
over-allotment option (the "Over-Allotment Option"). Each Unit consists of one
share of Class A common stock, one warrant and one right. Each whole warrant
entitles the holder thereof to purchase one share of Class A common stock at a
price of $11.50 per share, subject to adjustment as described in the prospectus.
Each right entitles the holder thereof to acquire one-sixth of one share of
Class A common stock upon the consummation of the Company's initial business
combination. The Units were sold at a price of $10.00 per Unit, generating gross
proceeds to the Company of $57,500,000.
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-266363) related to the IPO, originally filed
with the U.S. Securities and Exchange Commission (the "Commission") on July 28,
2022 (as amended, the "Registration Statement"):
? an Underwriting Agreement, dated January 31, 2023 by and between the Company
and Representative, a copy of which is attached as Exhibit 1.1 hereto and
incorporated herein by reference (the "Underwriting Agreement");
? a Warrant Agreement, dated January 31, 2023, by and between the Company and
Continental Stock Transfer & Trust Company as warrant agent, a copy of which
is attached as Exhibit 4.1 hereto and incorporated herein by reference;
? a Rights Agreement, dated January 31, 2023, by and between the Company and
Continental Stock Transfer & Trust Company as rights agent, a copy of which is
attached as Exhibit 4.2 hereto and incorporated herein by reference;
? A Letter Agreement, dated January 31, 2023, by and among the Company and its
officers, directors and Cetus Sponsor LLC (the "Sponsor"), a form of which is
attached as Exhibit 10.1 hereto and incorporated herein by reference (each a
"Letter Agreement");
? an Investment Management Trust Agreement, January 31, 2023, by and between the
Company and Continental Stock Transfer & Trust Company, LLC as trustee, a copy
of which is attached as Exhibit 10.2 hereto and incorporated herein by
reference;
? a Registration Rights Agreement, dated January 31, 2023, by and among the
Company and certain security holders of the Company, a copy of which is
attached as Exhibit 10.3 hereto and incorporated herein by reference;
? Indemnity Agreements, each dated as of January 31, 2023, by and between the
Company and each of the officers and directors of the Company, a form of which
is attached as Exhibit 10.4 and incorporated herein by reference (each an
"Indemnity Agreement"); and
? a Placement Unit Purchase Agreement, dated January 31, 2023, by and between
the Company and the Sponsor, a copy of which is attached as Exhibit 10.5
hereto and incorporated herein by reference.
As of February 3, 2023, a total of $58,506,250.00 of the net proceeds from the
IPO and the Private Placement (as defined below) were deposited in a trust
account maintained by Continental Stock Transfer & Trust Company acting as the
trustee and established for the benefit of the Company's public shareholders.
This includes $55,854,336.00 of the net proceeds from the IPO (which amount
includes $1,725,000 of the underwriters' deferred discount) and $2,651,914 from
the Private Placement. An audited balance sheet as of February 3, 2023
reflecting receipt of the proceeds upon consummation of the IPO and the Private
Placement will be filed within four business days of the consummation of the
IPO. As a result of the full exercise of the Representative's Over-Allotment
Option, none of the founder shares were forfeited to the Company, such that the
Sponsor will continue to hold 1,437,500 founder shares.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company consummated the private
placement ("Private Placement") with the Sponsor of 286,875 units (the "Private
Units"), generating total proceeds of $2,868,750, including the conversion of
the outstanding promissory note to the Private Units at $10.00 per Unit in the
total principal amount of $216,837.
The Private Units are identical to the Units sold in the IPO except that the
holder has agreed not to transfer, assign, or sell any of the Private Units or
underlying securities (except in limited circumstances, as described in the
Registration Statement) until thirty (30) days after the completion of the
Company's initial business combination except to certain permitted transferees.
In addition, the warrants included in the Private Units are not redeemable if
held by them or a permitted transferee. The Sponsor was granted certain demand
and piggy-back registration rights in connection with the purchase of the
Private Units.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended, as the transactions did not involve a public offering.
Also simultaneously with the closing of the IPO, pursuant to the Underwriting
Agreement, the Company issued an aggregate of 57,500 shares of Class A common
stock (the "Representative Shares") to the Representative, including 7,500
additional Representative Shares issued as a result of the Representative's full
exercise of its Over-Allotment Option. The Representative has agreed not to
transfer, assign or sell any of the Representative Shares (except in limited
circumstances, as described in the Underwriting Agreement) until the completion
of the Company's initial business combination. No underwriting discounts or
commissions were paid with respect to such sale. The issuance of the
Representative Shares was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective January 31, 2023, Cheng-Nan Wu, Lin Bao, Jung-Te Chang and Grace F. L.
Peng were appointed to the board of directors of the Company (the "Board"). Lin
Bao, Jung-Te Chang and Grace F. L. Peng are independent directors. Effective
January 31, 2023, Lin Bao, Jung-Te Chang and Grace F. L. Peng were also
appointed to the Board's (i) Audit Committee, with Ms. Bao serving as chair of
the Audit Committee, and (ii) Compensation Committee, with Ms. Peng serving as
chair of the Compensation Committee.
The Board is comprised of the following three classes: the first class of
directors, Class I, consists of Lin Bao, Jung-Te Chang and Grace F. L. Peng, and
will expire at the Company's first annual meeting of shareholders after the IPO;
the second class of directors, Class II, consists of Cheng-Nan Wu, and will
expire at the Company's second annual meeting of shareholders after the IPO; and
the third class of directors, Class III, consists of Chung-Yi Sun, and will
expire at the Company's third annual meeting of shareholders after the IPO.
On January 31, 2023, in connection with their appointments to the Board, each
director entered into a Letter Agreement as well as an Indemnity Agreement with
the Company in the forms attached hereto as Exhibits 10.1 and 10.4,
respectively.
Other than the foregoing, none of the directors are party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions
of the Letter Agreements and the Indemnity Agreements do not purport to be
complete and are qualified in their entireties by reference to the form of
Letter Agreement and the form of Indemnity Agreement, copies of which are
attached as Exhibit 10.1 hereto and Exhibit 10.4 to the Registration Statement,
respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws
On January 31, 2023, in connection with the IPO, the Company filed its Amended
and Restated Certificate of Incorporation. The terms of the Amended and Restated
Certificate of Incorporation are set forth in the Registration Statement and are
incorporated herein by reference. A copy of the Company's Amended and Restated
Certificate of Incorporation is attached as Exhibit 3.1 hereto, and is
incorporated by reference herein.
Item 8.01. Other Events
Of the proceeds from the IPO and Private Placement, net of the underwriting
commissions, discounts, and offering expenses, $58,506,250.00 was placed in the
Trust Account and $457,229.11 was delivered to the Company to cover operating
expenses. Except with respect to interest earned on the funds held in the Trust
Account that may be released to the Company to pay its taxes (less up to
$100,000 of interest to pay dissolution expenses), the funds held in the Trust
Account will not be released from the Trust Account until the earliest of (a)
the completion of the Company's initial business combination, (b) the redemption
of any public shares properly submitted in connection with a stockholder vote to
amend the Company's Amended and Restated Certificate of Incorporation to (i)
modify the substance or timing of the Company's obligation to provide for the
redemption of its public shares in connection with an initial business
combination or to redeem 100% of its public shares if it does not complete an
initial business combination within 9 months from the closing of the IPO (or up
to 18 months from the closing of the IPO if the Company extends the period of
time to consummate a business combination by the maximum amount) or (ii) with
respect to any other material provisions relating to stockholders' rights or
pre-initial business combination activity, and (c) the redemption of the
Company's public shares if it is unable to complete an initial business
combination within 9 months from the closing of the IPO (or up to 18 months from
the closing of the IPO if the Company extends the period of time to consummate a
business combination by the maximum amount), subject to applicable law. The
Company is not permitted to use the proceeds placed in the trust account and the
interests earned thereon to pay any excise taxes or any other similar fees or
taxes in nature that may be imposed on the Company pursuant to any current,
pending or future rules or laws, including without limitation any excise tax due
imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on any
redemptions or stock buybacks by the Company.
On January 31, 2023, the Company issued a press release announcing the pricing
of its IPO, a copy of which is filed as Exhibit 99.1 hereto. On February 3,
2023, the Company issued a press release announcing the closing of its IPO, a
copy of which is filed as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 31, 2023 by and between the
Company and EF Hutton, division of Benchmark Investments, LLC
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Registration Statement
on Form S-1 (file No. 333-266363) originally filed with the SEC on July
28, 2022)
4.1 Warrant Agreement, dated January 31, 2023, by and between the Company
and Continental Stock Transfer & Trust Company, LLC
4.2 Rights Agreement, dated January 31, 2023, by and between the Company
and Continental Stock Transfer & Trust Company, LLC
10.1 Letter Agreement, dated January 31, 2023, by and among the Company and
its officers, directors and the Sponsor
10.2 Investment Management Trust Agreement, dated January 31, 2023, by and
between the Company and Continental Stock Transfer & Trust Company
10.3 Registration Rights Agreement, dated January 31, 2023, by and among
the Company and certain security holders of the Company
10.4 Form of Indemnity Agreements, dated January 31, 2023, by and among the
Company and each of the officers and directors of the Company
10.5 Placement Unit Purchase Agreement, dated January 31, 2023, by and
between the Company and Sponsor
99.1 Press Release dated January 31, 2023
99.2 Press Release dated February 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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CETUS CAPITAL ACQUISITION CORP. 