United States securities and exchange commission logo
September 27, 2022
Chung-Yi Sun
Chief Executive Officer
Cetus Capital Acquisition Corp.
Floor 3, No. 6, Lane 99
Zhengda Second Street, Wenshan District
11602 Taipei, Taiwan, R.O.C.
Re: Cetus Capital
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 15,
2022
File No. 333-266363
Dear Mr. Sun:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 23, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Summary, page 2
1. Please significantly
revise your summary risk factors to address clearly all of the elements
of prior comment 5,
including all material risks related to China. In your summary of risk
factors, disclose the
risks that the majority of your directors and officers being based in or
having significant ties
to China pose to investors. In particular, describe the significant
regulatory, liquidity,
and enforcement risks with cross-references to the more detailed
discussion of these
risks in the prospectus, including the page numbers where the detailed
discussions of each
risk factor occur. For example, specifically discuss risks arising from
Chung-Yi Sun
Cetus Capital Acquisition Corp.
September 27, 2022
Page 2
the legal system in China, including risks and uncertainties regarding
the enforcement of
laws and risks relating to the prohibition of trading of securities and
delisting.
Risk Factors, page 30
2. We did not note any disclosure in response to prior comment 11;
therefore, we reissue the
comment. Please expand your risk factor disclosure to address
specifically any PRC
regulations concerning mergers and acquisitions by foreign investors that
your initial
business combination transaction may be subject to, including PRC
regulatory reviews,
which may impact your ability to complete a business combination in the
prescribed time
period.
You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.
Sincerely,
FirstName LastNameChung-Yi Sun
Division of
Corporation Finance
Comapany NameCetus Capital Acquisition Corp.
Office of Real
Estate & Construction
September 27, 2022 Page 2
cc: Michael T. Campoli, Esq.
FirstName LastName