UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |---------------------|---- ...

IPO and Financial Proceeds - The company completed its initial public offering on February 3, 2023, raising gross proceeds of $57.5 million from the sale of 5,750,000 units at $10.00 per unit[18]. - A total of $58,506,250 from the IPO proceeds was placed in a U.S.-based trust account, which includes $55,854,336 from the IPO and $2,651,914 from the private placement[20]. - The private placement generated total gross proceeds of $2,868,750, including the conversion of an outstanding promissory note[19]. - The company has approximately $21.8 million available for an initial business combination as of March 20, 2024, before fees and expenses[61]. - The company has $46,720 remaining outside the trust account as of March 19, 2024, to fund costs associated with dissolution[104]. Business Combination Period and Extensions - The company extended its Business Combination Period from November 3, 2023, to February 3, 2024, with a deposit of $575,000 made into the Trust Account[21]. - An additional extension allows for up to six one-month extensions until August 3, 2024, contingent on deposits of $0.03 per outstanding public share or $50,000 for each month extended[23]. - On January 31, 2024, stockholders approved the Extension Amendment, resulting in the redemption of 3,691,066 shares, which removed $38,792,466 from the Trust Account[23]. - The Business Combination Agreement has undergone multiple amendments, with the latest extending the Termination Date to April 30, 2024[32]. Business Combination Strategy - The company will not pursue business combinations with entities based in the People's Republic of China due to regulatory uncertainties[16]. - The management team is positioned to identify attractive business combination opportunities, leveraging extensive industry contacts[17]. - The company plans to target businesses with total enterprise values ranging from $200 million to $1 billion in the information technology industry[39]. - The company aims to acquire businesses with significant revenue and earnings growth potential, as well as strong free cash flow generation capabilities[40]. - The company intends to leverage its status as a publicly listed acquisition company to attract target businesses seeking alternatives to traditional IPOs[37]. Due Diligence and Valuation - The company will conduct thorough due diligence on prospective target businesses, including financial, operational, and legal reviews[45]. - The initial business combination must have an aggregate fair market value of at least 80% of the assets held in the trust account, excluding deferred underwriting commissions and taxes[43]. - The fair market value of the initial business combination will be determined by the board of directors based on generally accepted financial standards[71]. - A thorough due diligence review will be conducted for prospective business targets, including meetings with management and financial information reviews[73]. Stockholder Rights and Redemption - The company will provide public stockholders with redemption rights upon completion of the initial business combination[87]. - Stockholder approval is required for certain types of transactions, such as mergers where the company does not survive[81]. - The company may conduct redemptions without stockholder votes under SEC tender offer rules, but will seek approval if required by law[80]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering without prior consent[95]. - If the initial business combination is not completed, public stockholders who elected to redeem their shares will not be entitled to redeem for a pro rata share of the trust account[101]. Internal Controls and Reporting - The company has evaluated its disclosure controls and procedures, concluding that they were not effective as of the end of the reporting period[178]. - As of December 31, 2023, the company identified material weaknesses in internal control over financial reporting due to ineffective segregation of accounting duties[180]. - The company plans to enhance internal controls by providing better access to accounting resources and improving communication among personnel and third-party service providers[180]. - The Annual Report does not include a management assessment of internal control over financial reporting due to SEC rules for newly public companies[182]. Company Structure and Classification - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[57]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million[127]. - The company is also classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until it meets certain market value or revenue criteria[128]. - The company has registered its securities under the Exchange Act and is subject to periodic reporting obligations, including filing annual and quarterly reports with the SEC[122].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | |---------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |--------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41609 CETUS CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |-------------------------- ...