8-A12B 1 form8a-12b.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

MKDWELL TECH INC.

(Exact name of Registrant as specified in its charter)

 

 

 

British Virgin Islands   Not Applicable

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1F, No. 6-2, Duxing Road,

Hsinchu Science Park,

Hsinchu City 300, Taiwan

+886-3-5781899

(Address of principal executive offices including zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which
to be so registered   each class is to be registered
Ordinary Shares, $0.0001 par value per share   The Nasdaq Stock Market LLC
Warrants, each exercisable to purchase one Ordinary Share   The Nasdaq Stock Market LLC

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-277785

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

 
 

 

Item 1. Description of Registrant’s Securities to be Registered

 

The securities to be registered hereby are the ordinary shares (the “Ordinary Shares”), par value $0.0001 per share, of MKDWELL Tech Inc. (the “Registrant”) and warrants to purchase Ordinary Shares (the “Warrants”). The description of the Ordinary Shares and the Warrants contained under the heading “Description of PubCo’s Securities” in the proxy statement/prospectus forming a part of the Registration Statement on Form F-4, as originally filed with the Securities and Exchange Commission on March 8, 2024, as amended from time to time (Registration No. 333-277785) (the “Registration Statement”) to which this Form 8-A relates is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

The Ordinary Shares and the Warrants to be registered hereunder are expected to be listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “MKDW” and “MKDWW”, respectively.

 

Item 2. Exhibits

 

Under the “Instructions as to Exhibits” section of Form 8-A, no exhibits are required to be filed or incorporated by reference herein because no other securities are to be registered on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: July 31, 2024 MKDWELL Tech Inc.
     
  By: /s/ Ming-Chia Huang
  Name:  Ming-Chia Huang
  Title: Director and Chief Executive Officer