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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number 001-42197
MKDWELL Tech Inc.
1F, No. 6-2, Duxing Road,
Hsinchu Science Park,
Hsinchu City 300, Taiwan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Amendment to Memorandum and Articles of Association to Increase Authorized Share Capital
On March 5, 2025, the Board of Directors of MKDWELL Tech Inc. (the “Company”) approved an amendment (the “Amendment”) to the Amended and Restated Memorandum and Articles of Association of the Company (the “Memorandum and Articles”) to increase the authorized share capital to an unlimited amount. The Amendment deleted Clause 5.1 of the Memorandum and Articles in its entirety and replaced it with the following:
“5.1 The Company is authorized to issue an unlimited amount of shares with US$0.0001 par value each divided into six classes of shares as follows:
| a) | Ordinary shares with US$0.0001 par value (Ordinary Shares); |
| b) | Class A preferred shares with US$0.0001 par value (Class A Preferred Shares); |
| c) | Class B preferred shares with US$0.0001 par value (Class B Preferred Shares); |
| d) | Class C preferred shares with US$0.0001 par value (Class C Preferred Shares); |
| e) | Class D preferred shares with US$0.0001 par value (Class D Preferred Shares); |
| f) | Class E preferred shares with US$0.0001 par value (Class E Preferred Shares and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the Preferred Shares).” |
The Amendment became effective upon its registration with the British Virgin Islands Registrar of Corporate Affairs on March 14, 2025. A copy of the Amendment which was filed with British Virgin Islands Registrar of Corporate Affairs on March 14, 2025 is attached hereto as Exhibit 3.1.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MKDWELL Tech Inc. | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Chief Executive Officer and Director | |
| Date: | March 20, 2025 | |
Exhibit 3.1
MKDWELL Tech Inc. (the Company) (NASDAQ: MKDW)
COPY EXTRACT OF WRITTEN RESOLUTIONS ADOPTED BY THE COMPANY’S BOARD OF DIRECTORS PURSUANT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY, DATED 5 MARCH 2025
IT IS RESOLVED THAT WITH EFFECT FROM 5 MARCH 2025:
| 1. | Pursuant to Clause 11.1 of the Company’s memorandum of association, Clause 5.1 of the Company’s memorandum of association be deleted in its entirety and replaced with the following: |
| “5.1 | The Company is authorised to issue an unlimited amount of shares with US$0. 0001 par value each divided into six classes of shares as follows: |
| a) | Ordinary shares with US$0.0001 par value (Ordinary Shares); | |
| b) | Class A preferred shares with US$0.0001 par value (Class A Preferred Shares); | |
| c) | Class B preferred shares with US$0.0001 par value (Class B Preferred Shares); | |
| d) | Class C preferred shares with US$0.0001 par value (Class C Preferred Shares); | |
| e) | Class D preferred shares with US$0.0001 par value (Class D Preferred Shares); and | |
| f) | Class E preferred shares with US$0.0001 par value (Class E Preferred Shares and together with the Class A Preferred Shares, the Class B Preferred Shares, Class C Preferred Shares and the Class D Preferred Shares being referred to as the Preferred Shares).” |
| 2. | The Company’s registered agent is authorised and directed to make any necessary filing with the Registrar of Corporate Affairs in connection with these resolutions. | |
| 3. | The Company’s corporate service provider is authorised to make all necessary updates to the Company’s register of shareholders in connection with these resolutions. |
| CERTIFIED AS A TRUE EXTRACT | |
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| For and on behalf of | |
| Bolder Corporate Services (BVI) Limited | |
| Registered Agent |