Cetus Capital Acquisition Corp - Ordinary Shares (CETU) 10-K 28 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 27, 2024	Jun. 30, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41609
Entity Registrant Name	Cetus Capital Acquisition Corp.
Entity Central Index Key	0001936702
Entity Tax Identification Number	88-2718139
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Floor 3, No. 6, Lane 99
Entity Address, Address Line Two	Zhengda Second Street
Entity Address, Address Line Three	Wenshan District
Entity Address, City or Town	Taipei
Entity Address, Country	TW
Entity Address, Postal Zip Code	11602
City Area Code	+ 886
Local Phone Number	920518827
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 49,349,164
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	206
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas
Units, each consisting of one share of Class A Common Stock, one Warrant and one Right
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, one Warrant and one Right
Trading Symbol	CETUU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CETU
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	CETUW
Security Exchange Name	NASDAQ
Rights, each exchangeable for one-sixth (1/6) of one share of Class A Common Stock
Title of 12(b) Security	Rights, each exchangeable for one-sixth (1/6) of one share of Class A Common Stock
Trading Symbol	CETUR
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		3,840,809
Common Class B [Member]
Entity Common Stock, Shares Outstanding		0

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 320,971	$ 20,000
Prepaid expenses	15,140
Deferred offering costs		216,185
Total current assets	336,111	236,185
Non-current assets:
Cash held in the trust	60,158,872
Total assets	60,494,983	236,185
Current liabilities:
Other payable	293,748
Accrued offering costs	70,000
Franchise tax payable	179,876
Income tax payable	255,097
Total current liabilities	1,547,230	216,837
Deferred underwriting commission	1,725,000
Total liabilities	3,272,230	216,837
Commitments and Contingencies
Class A Common stock subject to possible redemption, $0.0001 par value; 5,750,000 shares issued and outstanding at redemption value	59,723,899
SHAREHOLDERS’ (DEFICIT) EQUITY
Preferred share, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock value
Additional paid in capital		24,856
Accumulated deficit	(2,501,325)	(5,652)
Total shareholders’ (deficit) equity	(2,501,146)	19,348
Total liabilities, Class A Common stock subject to redemption and shareholders’ (deficit)equity	60,494,983	236,185
Common Class A [Member]
SHAREHOLDERS’ (DEFICIT) EQUITY
Common stock value	179	144
Common Class B [Member]
SHAREHOLDERS’ (DEFICIT) EQUITY
Common stock value
Related Party [Member]
Current liabilities:
Amount due to related parties	748,509
Promissory note - related party		$ 216,837

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary equity shares issued	5,750,000	5,750,000
Temporary equity shares outstanding	5,750,000	5,750,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	1,781,875	1,437,500
Common stock, shares outstanding	1,781,875	1,437,500
Common stock, possible redemption shares	5,750,000	5,750,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	4,000,000	4,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

Statements of Operations

Statements of Operations - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
Income Statement [Abstract]
Formation and operating costs	$ (5,652)	$ (907,593)
Franchise tax		(179,876)
Loss from operation	(5,652)	(1,087,469)
Unrealized gain on marketable securities held in the trust account		1,394,622
Other income		1,394,622
Income (loss) before income taxes	(5,652)	307,153
Income tax expenses		(255,097)
Net income (loss)	$ (5,652)	$ 52,056
Weighted average shares outstanding - basic	1,250,000	6,980,877
Weighted average shares outstanding - diluted	1,250,000	6,980,877
Basic net income (loss) per common share	$ 0	$ 0.01
Diluted net income (loss) per common share	$ 0	$ 0.01

Statements of Changes in Shareh

Statements of Changes in Shareholders' (Deficit) Equity - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Subscription Receivable [Member]	Total
Balance at Jun. 06, 2022
Balance, shares at Jun. 06, 2022
Issuance of Common Stock		$ 144	24,856		(25,000)
Issuance of Common Stock, shares		1,437,500
Conversion of Class B to Class A common stock	$ 144	$ (144)
Conversion from promissory note to private placement units, shares	1,437,500	(1,437,500)
Collection of subscription receivable					25,000	25,000
Net income (loss)				(5,652)		(5,652)
Balance at Dec. 31, 2022	$ 144		24,856	(5,652)		19,348
Balance, shares at Dec. 31, 2022	1,437,500
Issuance of Common Stock	$ 575		57,499,425			57,500,000
Issuance of Common Stock, shares	5,750,000
Net income (loss)				52,056		52,056
Issuance of Private Placement Units	$ 27		2,651,883			2,651,910
Issuance of Private Placement Units, shares	265,191
Conversion from Promissory Note to Private Placement Units	$ 2		216,835			216,837
Conversion from Promissory Note to Private Placement Units, shares	21,684
Issuance of representative shares	$ 6		137,442			137,448
Issuance of representative shares, shares	57,500
Underwriting Commissions			(2,587,500)			(2,587,500)
Offering Costs			(767,346)			(767,346)
Reclassification of Common Stock Subject to Redemption	$ (575)		(51,769,960)			(51,770,535)
Reclassification of Common Stock Subject to Redemption, shares	(5,750,000)
Accretion of initial measurement of subject to redemption			(5,191,293)	(1,544,422)		(6,735,715)
Accretion of subsequent measurement of common stock subject to redemption value			(214,342)	(1,003,307)		(1,217,649)
Balance at Dec. 31, 2023	$ 179			$ (2,501,325)		$ (2,501,146)
Balance, shares at Dec. 31, 2023	1,781,875

Statements of Cash Flows

Statements of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (5,652)	$ 52,056
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Unrealized gain in the trust account		(1,394,622)
Changes in operating assets and liabilities:
Prepaid expenses		(15,140)
Other payable		293,753
Income tax payable		255,097
Franchise tax payable		179,876
Formation and operating costs paid by Sponsor under Promissory Note – Related Party	5,652
Net cash used in operating activities		(628,980)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment of cash in Trust Account		(58,506,250)
Cash withdrawn from Trust Account for estimated corporation income tax		317,000
Net cash used in investing activities		(58,189,250)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans proceed from a related party		173,509
Payment of offering costs	(5,000)	(334,720)
Collection of subscription receivable	25,000
Proceeds from sale of Public Units		57,500,000
Proceeds from sale of Private Placement units		2,651,910
Payment of Underwriting discount		(862,500)
Payment of accounts payable and Rockport		(8,998)
Net cash provided by financing activities	20,000	59,119,201
Net change in cash	20,000	300,971
Cash at the beginning of the year		20,000
Cash at the end of the year	20,000	320,971
Supplemental disclosure of non-cash financing activities
Deferred underwriting fee payable		1,725,000
Allocation of offering costs		3,208,090
Value of Class A ordinary shares subject to redemption		51,770,535
Issuance of Representative Shares		137,448
Deferred offering costs in accrued offering costs		70,000
Accretion of initial measurement of subject to redemption		7,739,022
Remeasurement of common stock subject to redemption value		214,342
Conversion from Promissory Notes to Private Placement Units		216,837
Loan proceeds from a related party directly transferred to Trust Account		575,000
Deferred offering costs paid from Promissory Note – Related Party	211,185
Issuance of Founder Shares to Sponsor for subscription receivable	$ 25,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	NOTE 1 - Description of Organization and Business Operations Cetus Capital Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 7, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activities through December 31, 2023, are related to the Company’s formation and the initial public offering (“IPO” as defined below in Note 3). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company is identifying a target company for a Business Combination and the proposed acquisition of MKDWELL Limited, a British Virgin Islands company (“MKD BVI”) (see Note 6). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on January 31, 2023. On February 3, 2023, the Company consummated the IPO of 5,750,000 750,000 10.00 57,500,000 286,875 2,868,750 10.00 216,837 0.0001 11.50 Transaction costs amounted to $ 3,346,850 862,500 1,725,000 137,448 621,902 In addition, in conjunction with the IPO, the Company issued to the underwriter 57,500 137,448 Upon the closing of the IPO and the private placement on February 3, 2023, a total of $ 58,506,250 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1 - Description of Organization and Business Operations (Continued) Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80 80 80 80 50 The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.175 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until nine months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”) (subject to three three-month extensions of time, as set forth in the Company’s registration statement). If the Company anticipates that it may not be able to consummate its initial Business Combination within nine months, it may, by resolution of our board of directors, if requested by our Sponsor, extend the period of time to consummate a business combination by three additional periods of three months each (for a total of up to 18 months to complete a business combination), by depositing into the trust account, with respect to each such three month extension, $575,000 ($0.10 per unit) on or prior to the date of the applicable deadline, for each extension. On November 3, 2023, the Board of Directors of the Company approved an extension of additional three (3) months from November 2, 2023 to February 2, 2024 for the completion of a business combination. On January 31, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from February 3, 2024 up to six (6) month extensions to August 3, 2024. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1 - Description of Organization and Business Operations (Continued) If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.175 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.175 10.175 (a) Liquidity and Capital Resources and Going Concern Consideration As of December 31, 2023, the Company had $ 320,971 1,211,119 25,000 300,000 216,837 2,868,750 10.00 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1 - Description of Organization and Business Operations (Continued) (b) Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, including any variants thereof, on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. (c) Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2023 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) (b) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. (c) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. (d) Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 320,971 20,000 no (e) Cash Held in Trust Account As of December 31, 2023 and 2022, $ 60,158,872 nil (f) Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. As of February 3, 2023, offering costs totaled $ 3,346,850 862,500 1,725,000 759,350 137,448 3,200,091 146,759 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) (g) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The provision for income taxes for the year ended of December 31, 2023 and 2022 were $ 255,097 nil (h) Dividends The Board may from time to time declare, and the Company may pay, dividends (payable in cash, property or shares of the Company’s capital stock) on the Company’s outstanding shares of capital stock, subject to applicable law and the Amended and Restated Certificate of Incorporation. (i) Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 0.01 0.00 (j) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 (k) Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. (l) Derivative Financial Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Public Warrants and Rights (see Note 3) and Placement Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) (m) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Representative Shares were valued using the fair value of the Class A common stock, adjusted for the probability of consummation of the Business Combination. As such, these are considered to be non-recurring Level 3 fair value measurements. (n) Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 9-month period leading up to a Business Combination. As of December 31, 2023, the Company had recorded accretion of $ 7,739,022 For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. At December 31, 2023, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Possible Redemption Gross proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (230,575 ) Proceeds allocated to public rights (2,290,800 ) Allocation of offering costs related to redeemable shares (3,208,090 ) Plus: Accretion of initial carrying value to redemption value $ 7,739,022 Remeasurement of subsequent measurement of common stock subject to redemption value 214,342 Common stock subject to possible redemption $ 59,723,899 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued) (o) Recently issued accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 - Initial Public Offering On February 3, 2023, the Company sold 5,750,000 10.00 750,000 57,500,000 11.50

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement
Private Placement	Note 4 - Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 286,875 10.00 2,868,750 10.00 216,837 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 - Related Party Transactions (a) Founder Shares On June 10, 2022, the Company approved the acquisition by transfer of an aggregate of 1,725,000 25,000 0.014 225,000 20 1,725,000 225,000 287,500 1,437,500 187,500 The initial stockholders have agreed not to transfer, assign or sell any of the Class A common stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class A common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 As of December 31, 2023, 1,437,500 (b) Promissory Note — Related Party On June 10, 2022, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 As of December 31, 2023, the $ 216,837 2,868,750 10.00 (c) Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Additionally, if we extend the time available to us to complete our initial business combination, our sponsor, its affiliates or designee will deposit $500,000, or $575,000 if the over-allotment is exercised in full ($0.10 per unit in either case), for each such three-month extension, into the trust. If the Company consummates a Business Combination, the Company will repay such working capital loans and extension loan amounts, provided that up to $1,500,000 of such working capital loans and up to $1,500,000 of such extension loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender As of December 31, 2023, working loans from related parties were $ 173,509 134,509 100 39,000 100 (d) Extension Loan Following the approval by the Board of Directors of an extension of additional three (3) months from November 2, 2023 to February 2, 2024 for the completion of a business combination (the “Extension”), on October 31, 2023, the Sponsor deposited an aggregate of $ 575,000 On December 14, 2023, the Company, the Sponsor, the members of the Company’s Board of Directors (the “Insiders”) and EF Hutton LLC executed and delivered a Letter of Consent and Waiver (the “Consent and Waiver”), agreeing that notwithstanding anything to the contrary in the Insider Letter among the Insiders, the Company, the Sponsor and EF Hutton LLC, the Sponsor may pledge as security and/or transfer any shares of the common stock of the Company held by the Sponsor in connection with the obtaining of loans towards payment of the fees for the extension of the business combination deadline of the Company, including but not limited to those shares of the common stock of the Company pledged in connection with the MKD Loan. As of December 31, 2023, Extension Loan provided by the Sponsor amounted to $ 575,000 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Business Combination Agreement

Business Combination Agreement	12 Months Ended
	Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combination Agreement	Note 6 - Business Combination Agreement On June 20, 2023, the Company entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among the Company, MKD Technology Inc., a Taiwan corporation (the “MKD Taiwan”), MKD BVI, and Ming-Chia Huang, in his capacity as the representative of the shareholders of MKD Taiwan (the “Shareholders’ Representative”). The Business Combination Agreement contemplates, among other things, that: (A) the Shareholders’ Representative will incorporate, on or prior to August 20, 2023, a British Virgin Islands business company (“Pubco”) for the purpose of serving as the public listed company whose shares shall be traded on The Nasdaq Stock Market, which company shall initially be owned by the Shareholders’ Representative; (B) Pubco will incorporate, on or prior to August 20, 2023, a British Virgin Islands business company and wholly-owned subsidiary of Pubco (“Merger Sub 1”) for the sole purpose of merging with and into MKD BVI (the “Acquisition Merger”), with MKD BVI being the surviving entity and a wholly-owned subsidiary of Pubco; (C) Pubco will incorporate, on or prior to August 20, 2023, a British Virgin Islands business company and wholly-owned subsidiary of Pubco (“Merger Sub 2”) for the sole purpose of the merger of The Company with and into Merger Sub 2 (the “SPAC Merger”), in which The Company will be the surviving entity and a wholly-owned subsidiary of Pubco; (D) MKD BVI and Merger Sub 1 will effect the Acquisition Merger; and (E) the Company and Merger Sub 2 will effect the SPAC Merger. The Acquisition Merger, the SPAC Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter collectively referred to as the “Business Combination”. The aggregate consideration to be paid to the shareholders of MKD BVI for the Acquisition Merger is US$ 230 10.00 In the event that MKD BVI holds less than 100% of the issued and outstanding shares of the capital stock of MKD Taiwan at the Closing Date, the number of ordinary shares of Pubco to be issued to the shareholders of MKD BVI shall be proportionately reduced On the Closing Date, the Company and Merger Sub 2 will effect the SPAC Merger, as a result of which the Company will continue as a wholly-owned subsidiary of Pubco. In connection with the SPAC Merger, every issued and outstanding unit of the Company shall separate into each unit’s individual components, consisting of one share of Class A common stock, one warrant and one right, and all units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. In addition, each of the issued and outstanding securities of the Company will be converted into an equivalent amount of Pubco’s securities, as follows: ● Each share of the Class A common stock of the Company will be converted automatically into one ordinary share of Pubco; ● Each right to acquire one-sixth of one share of Class A common stock of the Company will be converted automatically into one right to acquire one-sixth of one ordinary share of Pubco, except that any fractional share that would otherwise be issued will be rounded down to the nearest whole share; and ● Each warrant entitled to purchase one ( 1 11.50 1 11.50 The Business Combination Agreement contemplates that Pubco will, immediately after the Closing, have a board of directors composed of seven (7) persons, with MKD Taiwan having the right to designate five (5) directors and with Cetus Sponsor LLC having the right to designate two (2) directors. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 6 - Business Combination Agreement (Continued) On July 31, 2023, the parties to the Business Combination Agreement entered into a First Addendum to the Business Combination Agreement, pursuant to which (A) MKDWELL Tech Inc. agreed to become a party to the Business Combination Agreement and to comply with the terms applicable to Pubco thereunder and (B) the parties agreed to extend the date by which Pubco, Merger Sub 1 and Merger Sub 2 must execute an addendum to become parties to the Business Combination Agreement from July 31, 2023 to August 20, 2023. On August 10, 2023, MKDMerger1 Inc. and MKDMerger2 Inc. each executed and delivered a Second Addendum to the Business Combination Agreement, pursuant to which (A) MKDMerger1 Inc. agreed to become a party to the Business Combination Agreement and to comply with the terms applicable to Merger Sub 1 thereunder and (B) MKDMerger2 Inc. agreed to become a party to the Business Combination Agreement and to comply with the terms applicable to Merger Sub 2 thereunder. On October 31, 2023, the Sponsor deposited $ 575,000 575,000 On November 19, 2023, the parties to the Business Combination Agreement entered into a Third Addendum to the Business Combination Agreement to extend the Termination Date from November 3, 2023 to February 1, 2024. On December 14, 2023, Cetus Capital, the Sponsor, the members of the Cetus Board (the “Insiders”) and EF Hutton executed and delivered a Letter of Consent and Waiver (the “Consent and Waiver”), agreeing that notwithstanding anything to the contrary in the Insider Letter among the Insiders, Cetus Capital, the Sponsor and EF Hutton, the Sponsor may pledge as security and/or transfer any shares of Cetus Common Stock held by the Sponsor in connection with the obtaining of loans towards payment of the fees for the extension of the Business Combination Period, including but not limited to those shares of Cetus Common Stock pledged in connection with the MKD Loan. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Commitments and Contingency

Commitments and Contingency	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingency	Note 7 - Commitments and Contingency (a) Registration Rights The holders of the Founder Shares issued and outstanding, as well as the holders of the Placement Units and any units our sponsor, officers, directors, initial stockholders or their affiliates may be issued in payment of working capital loans or extension loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to a registration rights agreement that was signed at the time of our Initial Public offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Placement Units and units issued to our sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans and extension loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. (b) Underwriting Agreement At the IPO date, the Company granted EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters a 45-day option from the date of the offering to purchase up to 750,000 750,000 7,500,000 The underwriters received a cash underwriting discount of one and one-half percent (1.5%) of the gross proceeds of the Initial Public Offering, or $862,500. In addition, the underwriters are entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $1,725,000 upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. In addition, in conjunction with the Initial Public Offering, the Company issued to the underwriter 57,500 137,448 2.39 The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. (c) Right of First Refusal For a period beginning on the closing of the IPO and ending 24 months from the closing of a business combination, we have granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 8 - Stockholders’ Equity Class A Common Stock 50,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share 1,725,000 225,000 25,000 287,500 1,437,500 187,500 187,500 As of December 31, 2023, there were 1,781,875 57,500 5,750,000 1,437,500 Class B Common Stock 4,000,000 0.0001 Holders of the Company’s Class B common stock are entitled to one vote for each share. 1,725,000 25,000 1,725,000 no Preferred Stock 1,000,000 0.0001 no Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 8 - Stockholders’ Equity (Continued) Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 9.20 115 18.00 180 The Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public Warrants, except that the Placement Warrants will be entitled to registration rights, and the Placement Warrants (including the common shares issuable upon the exercise of the Placement Warrants) will not be transferable, assignable or saleable until after the completion of a Business Combination, except to permitted transferees CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 8 - Stockholders’ Equity (Continued) Rights If the Company is unable to complete the initial Business Combination within the Combination Period, and the Company liquidates the funds held in the trust account, holders of Rights will not receive any of such funds for their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless.

Subsequent events

Subsequent events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent events	Note 9 - Subsequent events On January 31, 2024, the Company held the Extension Meeting, at which the stockholders of the Company approved an amendment (the “Extension Amendment”) to Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from February 3, 2024 up to six (6) one-month extensions to August 3, 2024, provided that an additional amount equal to the lesser of $ 0.03 50,000 3,691,066 38,792,466 In connection with the Extension Amendment, the Sponsor has caused an aggregate of $ 50,000 300,000 300,000 300,000 On February 1, 2024, the parties to the Business Combination Agreement entered into a Fourth Addendum to the Business Combination Agreement to extend the Termination Date from February 1, 2023 to April 30, 2024. Management evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and determined that except for the events above, there have been no other events that have occurred that would require adjustments to the disclosures in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	(a) Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued)
Emerging Growth Company	(b) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	(c) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	(d) Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 320,971 20,000 no
Cash Held in Trust Account	(e) Cash Held in Trust Account As of December 31, 2023 and 2022, $ 60,158,872 nil
Offering Costs Associated with the IPO	(f) Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. As of February 3, 2023, offering costs totaled $ 3,346,850 862,500 1,725,000 759,350 137,448 3,200,091 146,759 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued)
Income Taxes	(g) Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The provision for income taxes for the year ended of December 31, 2023 and 2022 were $ 255,097 nil
Dividends	(h) Dividends The Board may from time to time declare, and the Company may pay, dividends (payable in cash, property or shares of the Company’s capital stock) on the Company’s outstanding shares of capital stock, subject to applicable law and the Amended and Restated Certificate of Incorporation.
Net income (loss) per share	(i) Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 187,500 0.01 0.00
Concentration of credit risk	(j) Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Fair value of financial instruments	(k) Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments	(l) Derivative Financial Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Public Warrants and Rights (see Note 3) and Placement Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815. CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued)
Fair Value Measurements	(m) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Representative Shares were valued using the fair value of the Class A common stock, adjusted for the probability of consummation of the Business Combination. As such, these are considered to be non-recurring Level 3 fair value measurements.
Common Stock Subject to Possible Redemption	(n) Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 9-month period leading up to a Business Combination. As of December 31, 2023, the Company had recorded accretion of $ 7,739,022 For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. At December 31, 2023, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Possible Redemption Gross proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (230,575 ) Proceeds allocated to public rights (2,290,800 ) Allocation of offering costs related to redeemable shares (3,208,090 ) Plus: Accretion of initial carrying value to redemption value $ 7,739,022 Remeasurement of subsequent measurement of common stock subject to redemption value 214,342 Common stock subject to possible redemption $ 59,723,899 CETUS CAPITAL ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Note 2 - Summary of Significant Accounting Policies (Continued)
Recently issued accounting pronouncements	(o) Recently issued accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Common Stock Subject to Possible Redemption	At December 31, 2023, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Possible Redemption Gross proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (230,575 ) Proceeds allocated to public rights (2,290,800 ) Allocation of offering costs related to redeemable shares (3,208,090 ) Plus: Accretion of initial carrying value to redemption value $ 7,739,022 Remeasurement of subsequent measurement of common stock subject to redemption value 214,342 Common stock subject to possible redemption $ 59,723,899

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)			7 Months Ended	12 Months Ended
	Feb. 03, 2023	Feb. 01, 2023	Dec. 31, 2022	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of ordinary shares to the Sponsor				$ 25,000
Proceeds from issuance of private placement				$ 2,651,910
Share price				$ 9.20
Transaction costs			5,000	$ 334,720
Deferred underwriting fees			216,185
Business combination net tangible assets				5,000,001
Cash			$ 20,000	320,971
Working capital.				1,211,119
Amount borrowed under Notes				$ 300,000
Combination Period [Member]
Subsidiary, Sale of Stock [Line Items]
Business combination description				The Company will have until nine months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”) (subject to three three-month extensions of time, as set forth in the Company’s registration statement). If the Company anticipates that it may not be able to consummate its initial Business Combination within nine months, it may, by resolution of our board of directors, if requested by our Sponsor, extend the period of time to consummate a business combination by three additional periods of three months each (for a total of up to 18 months to complete a business combination), by depositing into the trust account, with respect to each such three month extension, $575,000 ($0.10 per unit) on or prior to the date of the applicable deadline, for each extension.
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued	5,750,000
Sale of stock price per share	$ 10
Proceeds from issuance of ordinary shares to the Sponsor	$ 57,500,000
Transaction costs	3,346,850
Payments for underwriting expense	862,500
Deferred underwriting fees	1,725,000
Estimated fair value of Representative Shares	137,448
Other offering costs	621,902
Investment of cash into Trust Account	$ 58,506,250
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account				80%
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination				50%
Purchase price, per unit	$ 2.39			$ 10.175
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued	750,000	750,000
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock number of shares issued	286,875
Sale of stock price per share	$ 10
Proceeds from issuance of private placement	$ 2,868,750
Principal amount	$ 216,837
Common stock, par value	$ 0.0001
Share price	$ 11.50
Underwriters [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Units issued during the period	57,500

Schedule of Common Stock Subjec

Schedule of Common Stock Subject to Possible Redemption (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Feb. 03, 2023
Accounting Policies [Abstract]
Gross proceeds		$ 57,500,000
Proceeds allocated to public warrants		(230,575)
Proceeds allocated to public rights		(2,290,800)
Allocation of offering costs related to redeemable shares		(3,208,090)
Accretion of initial carrying value to redemption value		7,739,022
Remeasurement of subsequent measurement of common stock subject to redemption value		214,342
Common stock subject to possible redemption		$ 59,723,899	$ 146,759

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		7 Months Ended	12 Months Ended
	Feb. 03, 2023	Dec. 31, 2022	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Cash		$ 20,000	$ 320,971
Cash equivalents		0	0
Cash held in trust			60,158,872
Payments of stock issuance costs		5,000	334,720
Deferred underwriting fee		216,185
Offering costs, temporary equity	$ 3,200,091
Temporary equity	146,759		59,723,899
Unrecognized tax benefits			0
Provision for income taxes			$ 255,097
Weighted average shares basic		1,250,000	6,980,877
Earnings per share basic		$ 0	$ 0.01
Earnings per share diluted		$ 0	$ 0.01
Cash FDIC insured amount			$ 250,000
Temporary equity, accretion value			$ 7,739,022
Common Class B [Member]
Subsidiary, Sale of Stock [Line Items]
Weighted average shares basic			187,500
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Payments of stock issuance costs	3,346,850
Cash underwriting fees	862,500
Deferred underwriting fee	1,725,000
Other offering costs	759,350
Estimated fair value of Representative Shares	$ 137,448

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)			12 Months Ended
	Feb. 03, 2023	Feb. 01, 2023	Dec. 31, 2023	Jun. 20, 2023	Feb. 03, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from initial public offering			$ 25,000
Exercise price per share				$ 11.50
Public Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price per share					$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	5,750,000
Sale of stock price per share	$ 10
Proceeds from initial public offering	$ 57,500,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	750,000	750,000

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)		7 Months Ended	12 Months Ended
	Feb. 03, 2023	Dec. 31, 2022	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement			$ 2,651,910
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued in transaction	286,875
Issued price per share	$ 10
Proceeds from issuance of private placement	$ 2,868,750
Principal amount	$ 216,837

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)					12 Months Ended
	Oct. 31, 2023	Dec. 30, 2022	Aug. 31, 2022	Jun. 10, 2022	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Cash					$ 320,971	$ 20,000
Share price					$ 9.20
Amount borrowed under notes					$ 300,000
Working capital loans description					Additionally, if we extend the time available to us to complete our initial business combination, our sponsor, its affiliates or designee will deposit $500,000, or $575,000 if the over-allotment is exercised in full ($0.10 per unit in either case), for each such three-month extension, into the trust. If the Company consummates a Business Combination, the Company will repay such working capital loans and extension loan amounts, provided that up to $1,500,000 of such working capital loans and up to $1,500,000 of such extension loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender
Extension loan	$ 575,000				$ 575,000
Common Class B [Member]
Related Party Transaction [Line Items]
Sale of stock price per share					$ 12
Share issued					0	0
Share outstanding					0	0
Common Class A [Member]
Related Party Transaction [Line Items]
Share issued					1,781,875	1,437,500
Share outstanding					1,781,875	1,437,500
Sponsor [Member] | Unsecured Debt [Member]
Related Party Transaction [Line Items]
Borrowings principal amount				$ 300,000
Promissory note					$ 216,837
Sponsor [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Issuance of ordinary shares to sponsor				1,725,000
Shares subject to forfeiture				225,000
Awinner Limited [Member] | Chung-Yi Sun [Member]
Related Party Transaction [Line Items]
Working loans					173,509
Interest-free loan					$ 134,509
Ownership percentage					100%
Cetus Sponsor LLC [Member] | Chung-Yi Sun [Member]
Related Party Transaction [Line Items]
Interest-free loan					$ 39,000
Chung-Yi Sun [Member] | Chung-Yi Sun [Member]
Related Party Transaction [Line Items]
Ownership percentage					100%
Founder Shares [Member]
Related Party Transaction [Line Items]
Share issued					1,437,500
Share outstanding					1,437,500
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Issuance of ordinary shares to sponsor				1,725,000
Cash				$ 25,000
Share price				$ 0.014
Shares subject to forfeiture			225,000	225,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				20%
Conversion of ordinary shares			1,725,000
Founder Shares [Member] | Sponsor [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Issuance of ordinary shares to sponsor		1,437,500
Shares subject to forfeiture		187,500
Cancellation of shares		287,500
Number of shares issued owning, shares		1,437,500
Related Party [Member] | Sponsor [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Amount borrowed under notes					$ 2,868,750
Conversion price					$ 10

Business Combination Agreement

Business Combination Agreement (Details Narrative) - USD ($)	Oct. 31, 2023	Jun. 20, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Number of share warrant purchase		1
Class of warrants price per share		$ 11.50
Extension loan	$ 575,000
Shares granted	575,000
Common Class A [Member]
Business Acquisition [Line Items]
Number of share warrant purchase		1
Class of warrants price per share		$ 11.50	$ 18
Acquisition Merger [Member] | MKD Technology Inc [Member]
Business Acquisition [Line Items]
Business consideration amount		$ 230,000,000
Stock issued price per share		$ 10
Business combination reason description		In the event that MKD BVI holds less than 100% of the issued and outstanding shares of the capital stock of MKD Taiwan at the Closing Date, the number of ordinary shares of Pubco to be issued to the shareholders of MKD BVI shall be proportionately reduced

Commitments and Contingency (De

Commitments and Contingency (Details Narrative) - USD ($)			7 Months Ended	12 Months Ended
	Feb. 03, 2023	Feb. 01, 2023	Dec. 31, 2022	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Value of units issued				$ 57,500,000
Underwriters description		The underwriters received a cash underwriting discount of one and one-half percent (1.5%) of the gross proceeds of the Initial Public Offering, or $862,500. In addition, the underwriters are entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $1,725,000 upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued	750,000	750,000
Value of units issued		$ 7,500,000
Underwriters [Member] | Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Units issued during the period	57,500
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued	5,750,000
Estimated fair value of representative shares	$ 137,448
Shares issued price per share	$ 2.39			$ 10.175

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)					7 Months Ended	12 Months Ended
	Feb. 01, 2023	Dec. 30, 2022	Aug. 31, 2022	Jun. 10, 2022	Dec. 31, 2022	Dec. 31, 2023	Jun. 20, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized					1,000,000	1,000,000
Preferred stock, par value					$ 0.0001	$ 0.0001
Preferred stock, shares issued					0	0
Preferred stock, shares outstanding					0	0
Warrant price							$ 11.50
Issue price						$ 9.20
Gross proceeds issuance percentage						60%
Warrants adjusted market value percentage						115%
Stock price trigger						$ 18
Market value percentage						180%
Founder Shares [Member]
Class of Stock [Line Items]
Common stock, shares issued						1,437,500
Common stock, shares outstanding						1,437,500
Warrant [Member]
Class of Stock [Line Items]
Warrant price						$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized					50,000,000	50,000,000
Common stock, par value					$ 0.0001	$ 0.0001
Common stock, voting rights						Holders of the Company’s Class A common stock are entitled to one vote for each share
Common stock, shares issued					1,437,500	1,781,875
Common stock, shares outstanding					1,437,500	1,781,875
Common stock, representative shares						57,500
Common stock, possible redemption shares					5,750,000	5,750,000
Warrant price						$ 18	$ 11.50
Common Class A [Member] | Common Stock [Member]
Class of Stock [Line Items]
Issuance of Common Stock, shares						5,750,000
Shares cancellation						(5,750,000)
Common Class A [Member] | Sponsor [Member]
Class of Stock [Line Items]
Issuance of Common Stock, shares				1,725,000
Shares forfeiture				225,000
Common Class A [Member] | Sponsor [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Issuance of Common Stock, shares		1,437,500
Shares forfeiture		187,500
Shares cancellation		287,500
Shares forfeiture		287,500
Number of shares issued		1,437,500
Common Class A [Member] | Sponsor [Member] | Founder Shares [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Shares forfeiture	187,500	187,500
Common Class A [Member] | Sponsor [Member] | Common Stock [Member]
Class of Stock [Line Items]
Purchase price				$ 25,000
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized					4,000,000	4,000,000
Common stock, par value					$ 0.0001	$ 0.0001
Common stock, voting rights						Holders of the Company’s Class B common stock are entitled to one vote for each share.
Common stock, shares issued					0	0
Common stock, shares outstanding					0	0
Number of shares issued purchase price, value						$ 25,000
Number of shares converted			1,725,000
Common Class B [Member] | Common Stock [Member]
Class of Stock [Line Items]
Issuance of Common Stock, shares					1,437,500
Number of shares issued						1,725,000
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Issuance of Common Stock, shares				1,725,000
Shares forfeiture			225,000	225,000
Issue price				$ 0.014

Subsequent events (Details Narr

Subsequent events (Details Narrative) - USD ($)		12 Months Ended
	Jan. 31, 2024	Dec. 31, 2023	Oct. 31, 2023
Subsequent Event [Line Items]
Share price		$ 9.20
Common stock held in trust			$ 575,000
Stock redeemed value		$ (51,770,535)
Subsequent Event [Member]
Subsequent Event [Line Items]
Share price	$ 0.03
Common stock held in trust	$ 50,000
Stock redeemed shares	3,691,066
Stock redeemed value	$ 38,792,466
Principal amount	$ 50,000
Issuance of Common Stock, shares	300,000
Subsequent Event [Member] | Sponsor Loan [Member]
Subsequent Event [Line Items]
Principal amount	$ 300,000