Exhibit 99.1

MKDWELL TECH INC.

1F, NO. 6-2, DUXING ROAD,

HSINCHU SCIENCE PARK,

HSINCHU CITY 300, TAIWAN

PROXY STATEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

to be held virtually at 9:30 a.m. (Eastern Time) on May 20, 2025

To the Shareholders of MKDWELL Tech Inc.:

You are cordially invited to attend an extraordinary general meeting of the shareholders of MKDWELL Tech Inc., a British Virgin Islands company (the “Company,” “MKDWELL”, “we,” “us” or “our”), which will be held in a virtual meeting format only and conducted via live webcast at https://www.cstproxy.com/mkdwell/2025 on May 20, 2025 at 9:30 a.m. Eastern Time.

At the Extraordinary General Meeting, our shareholders will be asked to consider and vote on the following proposals:

“6.1A Each Class A Preferred Share confers upon the Member:

(1) the right to 100 votes at a meeting of the Members of the Company or on any Resolution of Members;

(2) the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(3) the right to an equal share in the distribution of surplus assets of the Company on its liquidation.”

“21.1 Any notice, information or written statement to be given by the Company to a Member must be in writing and may be given by personal service, registered mail, courier, email or fax to the address of the shareholder recorded in the register of shareholders or any other address or email address as notified by the Member to the Company for this purpose, or if the Company has a class of shares listed on a designated stock exchange, notice may be given as permitted by and in accordance with the applicable listing rules.”

Please refer to the enclosed proxy statement for detailed information on the Proposals. If you have any further questions concerning the Extraordinary General Meeting or the Proposals, please contact us at csr@mkd.com.tw or +886-35781899.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS.

Holders of record of the Company’s ordinary shares at the close of business on April 21, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, this Extraordinary General Meeting and any adjournment or postponement thereof.

Your vote is important, regardless of the number of shares you own. Even if you plan to attend this Extraordinary General Meeting, it is strongly recommended that you complete the enclosed proxy card before the meeting date, to ensure that your shares will be represented at this Extraordinary General Meeting if you are unable to attend.

A complete list of shareholders of record at the record date entitled to vote at this Extraordinary General Meeting will be available for ten (10) days before this Extraordinary General Meeting at the principal executive office of the Company for inspection by shareholders during ordinary business hours for any purpose germane to this Extraordinary General Meeting.

This notice and the enclosed proxy statement are first being mailed to shareholders on or about April 28, 2025.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

On behalf of the Board of Directors, we would like to express our appreciation for your continued interest in our Company.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.

Important Notice Regarding the Availability of Proxy Materials

for the Extraordinary General Meeting to Be Held on May 20, 2025

The Notice of Extraordinary General Meeting and proxy statement are available at https://www.cstproxy.com/mkdwell/2025.

MKDWELL TECH INC.

1F, NO. 6-2, DUXING ROAD,

HSINCHU SCIENCE PARK,

HSINCHU CITY 300, TAIWAN

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

to be held virtually at 9:30 a.m. (Eastern Time) on May 20, 2025

NOTICE IS HEREBY GIVEN, that you are cordially invited to attend an Extraordinary General Meeting (the “Extraordinary General Meeting”) of shareholders of MKDWELL Tech Inc. to be held at https://www.cstproxy.com/mkdwell/2025 on May 20, 2025 at 9:30 a.m. (Eastern Time) in order to consider and vote upon the below proposals.

After careful consideration, the Company’s board of directors has determined the Proposals are in the best interests of the Company and its shareholders and unanimously recommends that you vote or give instruction to vote:

(1) “FOR” the Class A Preferred Shares Designation Proposal: a proposal (Proposal No. 1) to approve of an amendment to the Company’s Memorandum and Articles of Association (the “Memorandum”) to designate the rights of the Class A Preferred Shares and in accordance with the designation to consider and vote upon the approval of a new clause 6.1A being inserted into the Memorandum, designating the rights of Class A Preferred Shares:

“6.1A Each Class A Preferred Share confers upon the Member:

(4) the right to 100 votes at a meeting of the Members of the Company or on any Resolution of Members;

(5) the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(6) the right to an equal share in the distribution of surplus assets of the Company on its liquidation.”

(2) “FOR” the Memorandum Notice Amendment Proposal (Proposal No. 2) to approving certain administrative changes to the Memorandum to streamline the Company’s notice provision, and in accordance with this change to consider and vote upon the approval of sub-regulation 21.1 of the Articles deleted and replaced with this following (the “Memorandum Notice Amendment”):

“21.1 Any notice, information or written statement to be given by the Company to a Member must be in writing and may be given by personal service, registered mail, courier, email or fax to the address of the shareholder recorded in the register of shareholders or any other address or email address as notified by the Member to the Company for this purpose, or if the Company has a class of shares listed on a designated stock exchange, notice may be given as permitted by and in accordance with the applicable listing rules.”

and

(3) “FOR” the Adjournment Proposal: a proposal to adjourn the Extraordinary General Meeting to a later meeting date if needed to permit the further solicitation of proxies if management determines that there are insufficient votes and proxies to approve one or more of the Class A Preferred Shares Designation and Memorandum Notice Amendment.

These items of business are described in the attached proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of the Company’s ordinary shares at the close of business on April 21, 2025 are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

The affirmative vote of the holders of a majority of in excess of fifty (50) percent of votes cast by our ordinary shares that are present in person or by proxy at our Extraordinary General Meeting is required to approve the Class A Preferred Shares Designation Proposal and the Memorandum Notice Amendment Proposal, provided we have quorum for the meeting. Ordinary shares will have one vote per share.

Approval of the Adjournment Proposal whether or not a quorum is present, requires the affirmative vote of the holders of a majority of in excess of fifty (50) percent of the votes cast by our shareholders entitled to vote.

Abstentions and broker non-votes will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions and broker non-votes do not count as votes cast.

After careful consideration, the Company’s board of directors has determined that the Class A Preferred Share Designation Proposal, Memorandum Notice Amendment Proposal, and Adjournment Proposal are in the best interests of the Company and its shareholders and unanimously recommends that you vote or give instruction to vote:

“FOR” the Class A Preferred Shares Designation Proposal;

“FOR” the Memorandum Notice Amendment Proposal; and

“FOR” the Adjournment Proposal.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE EXTRAORDINARY GENERAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the Extraordinary General Meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such bank, broker or other nominee, which is considered the shareholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker or other agent cannot vote on these proposals.

If you fail to return your proxy card, grant your proxy electronically over the Internet, or vote at https://www.cstproxy.com/mkdwell/2025 at the Extraordinary General Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record, voting at https://www.cstproxy.com/mkdwell/2025 at the Extraordinary General Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain from the record holder a valid “legal” proxy issued in your name in order to vote at the Extraordinary General Meeting and provide that in addition to a completed voting form indicating your vote to www.cstproxyvote.com prior to the Extraordinary General Meeting.

Thank you for your participation. We look forward to your continued support.

This notice and the enclosed proxy statement are first being mailed to shareholders on or about April 28, 2025.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This proxy statement are available at https://www.cstproxy.com/mkdwell/2025.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a shareholder of the Company, may have regarding the matters being considered at the Extraordinary General Meeting.

Q: Why am I receiving this proxy statement?

A: The board of directors of MKDWELL is soliciting your proxy to vote at the Extraordinary General Meeting because you owned MKDWELL ordinary shares at the close of business on April 21, 2025, the “Record Date” for the Extraordinary General Meeting, and are therefore entitled to vote at the Extraordinary General Meeting. This proxy statement, along with a proxy card or a voting instruction card, is being mailed by courier to shareholders on or about April 28, 2025. MKDWELL has made these materials available to you on the Internet, and MKDWELL has delivered printed proxy materials to you or sent them to you by mail. This proxy statement summarizes the information that you need to know in order to cast your vote at the Extraordinary General Meeting. You do not need to attend the Extraordinary General Meeting to vote your MKDWELL ordinary shares.

Q: When and where will the Extraordinary General Meeting be held?

A: The Extraordinary General Meeting will be held virtually at https://www.cstproxy.com/mkdwell/2025 via live webcast.

Q: On what matters will I be voting?

A: (1) Class A Preferred Stock Designation Proposal (Proposal No. 1): approval of an amendment to the Company’s Memorandum and Articles of Association to designate the rights of the Class A Preferred Shares and in accordance with the designation to consider and vote upon the approval of a new clause 6.1A being inserted into the Memorandum, designating the rights of Class A Preferred Shares:

“6.1A Each Class A Preferred Share confers upon the Member:

(1) the right to 100 votes at a meeting of the Members of the Company or on any Resolution of Members;

(2) the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(3) the right to an equal share in the distribution of surplus assets of the Company on its liquidation.”

(2) Memorandum Notice Amendment Proposal (Proposal No. 2): approving certain administrative changes to the Memorandum to streamline the Company’s notice provision, and in accordance with this change to consider and vote upon the approval of sub-regulation 21.1 of the Articles deleted and replaced with this following:

“21.1 Any notice, information or written statement to be given by the Company to a Member must be in writing and may be given by personal service, registered mail, courier, email or fax to the address of the shareholder recorded in the register of shareholders or any other address or email address as notified by the Member to the Company for this purpose, or if the Company has a class of shares listed on a designated stock exchange, notice may be given as permitted by and in accordance with the applicable listing rules.”; and

(3) Adjournment Proposal: a proposal to adjourn the Extraordinary General Meeting to a later meeting date if needed to permit the further solicitation of proxies if management determines that there are insufficient votes and proxies to approve one or more of the Class A Preferred Shares Designation Proposal and Memorandum Notice Amendment Proposal.

Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

Q: Why is MKDWELL proposing the Class A Preferred Shares Designation Proposal?

A: The Board of Directors deems that it is for the best interest of the Company and the shareholders to approve the Amendment to the Memorandum to enable the Company to execute long-term business strategies and obtain new equity financing while maintaining a stable corporate structure and senior management team.

Q: Why is MKDWELL proposing the Memorandum Notice Amendment Proposal?

A: The Board believes that Memorandum Notice Amendment Proposal if approved will enable the Company to improve shareholder corporate governance by reducing administrative burdens on the Company.

Q: What happens if I sell my shares after the Record Date, but before the Extraordinary General Meeting?

A: The Record Date is earlier than the date of the Extraordinary General Meeting. If you transfer your shares of the Company after the Record Date but before the Extraordinary General Meeting, you will retain your right to vote at the Extraordinary General Meeting.

Q: How does MKDWELL’s board of directors recommend that I vote?

A: The Company’s board of directors recommends that shareholders vote or give instruction to vote:

“FOR” the Class A Preferred Shares Designation Proposal;

“FOR” the Memorandum Notice Amendment Proposal; and

“FOR” the Adjournment Proposal.

Q: How do I vote?

A: If you received a paper proxy card, you may vote by mail by returning the proxy card to the address on the enclosed envelope.

Record holders may cast their vote during the meeting at https://www.cstproxy.com/mkdwell/2025 by entering the Control Number, which is included on your proxy card.

If available, you may vote through the Internet by following the instructions provided on the proxy card.

If your shares are not held in your name and instead are held in an account at a brokerage firm, bank, dealer or other similar organization, you are the beneficial owner of shares held in street name and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Extraordinary General Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting by registering at https://www.cstproxy.com/mkdwell/2025. Since you are not the stockholder of record for any shares held in street name, you may not vote your shares at the meeting unless you request and obtain a valid legal proxy from your broker or other agent and provide that in addition to a completed voting form indicating your vote to www.cstproxyvote.com prior to the Extraordinary General Meeting.

If you encounter technical difficulties:

We will have technicians ready to assist you with any technical difficulties you may have in accessing the Extraordinary General Meeting live webcast. Please be sure to check in by 9:15 a.m. Eastern time, on May 20, 2025, the day of the Extraordinary General Meeting, so that we may address any technical difficulties before the Extraordinary General Meeting live webcast begins. If you encounter technical difficulties accessing our meeting or asking questions during the meeting, a support line will be available on the login page of the virtual meeting website or you may call (917) 262-2373 for assistance.

The Company urges you to vote before May 19, 2025 to ensure that your vote is timely received and counted.

Q: What vote is required to approve each proposal?

A: The affirmative vote of the holders of a majority of in excess of fifty (50) percent of votes cast by our ordinary shareholders that are present in person or by proxy at our Extraordinary General Meeting is required to approve the Class A Preferred Shares Designation and Memorandum Notice Amendment Proposal, provided we have quorum for the meeting.

Approval of the Adjournment Proposal whether or not a quorum is present, requires the affirmative vote of the holders of a majority of in excess of fifty (50) percent of the votes cast by our shareholders entitled to vote.

Abstentions and broker non-votes will count for purposes of determining quorum but will have no effect on the outcome of the vote because abstentions and broker non-votes do not count as votes cast.

Q: How many votes do I and others have?

A: Holders of ordinary shares are entitled to one vote for each share of MKDWELL ordinary shares held as of the Record Date. As of the close of business on the Record Date, there were 143,619,342 outstanding MKDWELL ordinary shares.

Q: How will our directors and executive officers vote on the Class A Preferred Shares Designation Proposal, Memorandum Notice Amendment Proposal and Adjournment Proposal?

A: The Company expects that its directors and executive officers will vote their shares in favor of the Class A Preferred Shares Designation Proposal, Memorandum Notice Amendment Proposal and Adjournment proposal.

Q: What will happen if I fail to vote or I abstain from voting?

A: If you fail to vote, your shares will not be counted for purposes of determining quorum or for purposes of the voting results. If you choose to appear for purposes of quorum but to abstain from voting, your shares will counted for purposes of determining whether we have quorum sufficient to hold the meeting but will not be counted for purposes of the voting results. For this reason, if we have quorum, a failure to vote and an abstention would both be disregarded at the meeting, but a failure to vote could result in the Extraordinary General Meeting not reaching quorum, while an abstention would help us achieve quorum.

Q: How many shares must be present to hold the Extraordinary General Meeting?

A: The presence in person or by proxy of 47,873,114 of the outstanding MKDWELL shares entitled to vote at the Extraordinary General Meeting is necessary to constitute a quorum (at least one-third (1/3) of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon) at the Extraordinary General Meeting. The inspector of election will determine whether a quorum is present. If you are a beneficial owner (as defined above) of the Company’s ordinary shares and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will not be counted as present at the Extraordinary General Meeting for purposes of determining whether a quorum exists. Votes of shareholders of record who are present at the Extraordinary General Meeting in person or by proxy will be counted as present at the Extraordinary General Meeting for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on all of the proposals.

Q: If I am a beneficial owner of MKDWELL ordinary shares, what happens if I don’t provide voting instructions? What is discretionary voting? What is a broker non-vote?

A: If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any proposal for which your broker does not have discretionary authority to vote. Discretionary voting and broker non-votes, respectively, allow brokers to vote on routine matters or appear for purposes of establishing quorum; however, discretionary voting and broker non-votes are not available at this Extraordinary General Meeting. For this reason, we encourage all shareholders to appear in person or by proxy to ensure that quorum for the meeting exists so that the Proposals can be considered.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you sign and return your proxy card without indicating how to vote on any particular proposal, the ordinary shares represented by your proxy will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Extraordinary General Meeting and cannot be voted.

Q: Can I change my vote after I have returned a proxy or voting instruction card?

A: Yes. You can change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You can do this in one of four ways:

● you can grant a new, valid proxy bearing a later date;

● you can send a signed notice of revocation;

● if you are a holder of record, you can attend the Extraordinary General Meeting and vote online, which will automatically cancel any proxy previously given, or you may revoke your proxy online, but your attendance alone will not revoke any proxy that you have previously given; or

● if your ordinary shares are held in an account with a broker, bank or other nominee, you must follow the instructions on the voting instruction card you received in order to change or revoke your instructions.

FORWARD-LOOKING STATEMENTS

This proxy statement, including information incorporated by reference into this proxy statement, contains forward-looking statements regarding, among other things, MKDWELL’s plans, strategies and prospects, both business and financial. Although MKDWELL believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, MKDWELL cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under “Risk Factors” from time to time in MKDWELL’s filings with the SEC. Many of the forward-looking statements may be identified by the use of forward-looking words such as “believe”, “expect”, “anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”, “aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”, “designed”, “create”, “predict”, “project”, “seek”, “would”, “could”, “continue”, “ongoing”, “upside”, “increases” and “potential”, among others.

PROPOSAL NO. 1

CLASS A PREFERRED SHARES DESIGNATION PROPOSAL

(ITEM 1 ON THE PROXY CARD)

Our Board of Directors believe that shareholders of the Company should approve an amendment to the Company’s Memorandum and Articles of Association (the “Memorandum”) to designate the rights of the Class A Preferred Shares and in accordance with the designation to consider and vote upon the approval of a new clause 6.1A being inserted into the Memorandum, designating the rights of Class A Preferred Share.

The foregoing summary of the Memorandum does not purport to be complete and is subject to and qualified in its entirety by referenced to the full text of Annex A.

Reason for the Adoption of an amendment to the Memorandum

The Board of Directors deems that it is in the best interest of the Company and the shareholders to approve the

amendment to the Memorandum to enable the Company to execute long-term business strategies and obtain new equity financing while maintaining a stable corporate structure and senior management team. This amended share structure provides the holder of Class A Preferred Shares (who is expected to be controlled by the Company’s current management team) with the ability to control the outcome of matters requiring shareholder approval, which also provides the Company with more flexibility to employ various financing and transaction strategies involving the issuance of equity-linked securities, without the concerns over excessive dilution in the current management’s voting power, which may otherwise result in a change of control or the loss of key men’s leadership.

Description of Class A Preferred Shares

The Company will be authorized to issue an unlimited amount of Shares with US$0.0001 par value each divided into six classes of shares. Under clause 6.2 of the Memorandum, the board of directors has the right to designate the rights, privileges, restrictions and conditions attaching to the Preferred Shares (as defined in the Memorandum under clause 8 of the Memorandum, the issuance of Preferred Shares shall not be considered to vary the terms of the Ordinary Shares (as defined in the Memorandum). However, in the interests of transparency and good corporate governance, the Company is seeking shareholder approval of the amendment to the Memorandum to designate the rights of the Class A Preferred Shares.

Pursuant to the amendment to the Memorandum, the Company will be authorized to issue an unlimited amount of Shares with US$0.0001 par value including Class A Preferred Shares $0.001 par value per share. The rights and limitations attaching to the Class A Preferred Shares will be as follows (among other things):

6.1A Each Class A Preferred Share confers upon the Member:

(7) the right to 100 votes at a meeting of the Members of the Company or on any Resolution of Members;

(8) the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(9) the right to an equal share in the distribution of surplus assets of the Company on its liquidation.

Procedure for Implementing the Amendment to the Memorandum and Articles of Association

The amended and restated Memorandum and Articles of Association , if approved by our shareholders, would become effective upon stamping by the BVI Registrar of Corporate Affairs, filed by the Company’s registered agent in the BVI.

Potential Effect of the Amendment the Memorandum

Upon issuance of 24,831,000 Class A Preferred Shares, holders of Class A Preferred Shares will in the aggregate hold approximately 17.29% of our total issued and outstanding shares and 95.29% of the aggregate voting power of our total issued and outstanding shares. Holders of our Class A Preferred Shares will have control of a simple majority of the votes cast on shareholder matters over the outcome of matters put to a vote of shareholders and have significant influence over our business, including decisions regarding mergers, consolidations, liquidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. The holders of our Class A Preferred Shares may vote their shares in a manner that is not in the best interest of us or our other shareholders. It may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our Ordinary Shares. This concentrated control may have the effect of limiting your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Preferred Shares may view as beneficial.

Future issuances of our Class A Preferred Shares, which can be approved by our Board of Directors, could have the effect of increasing the relative voting power of the holders of Class A Preferred Shares, discourage or make more difficult any efforts to obtain control of the Company. As a result, the relative voting power of holders of the Company’s Ordinary Shares may remain limited for a significant period of time.

Consequences Associated with the Failure to Approve this Proposal

If the amendment to the Memorandum to designate Class A Preferred Shares is not approved by at least a affirmative vote of the holders of a majority of in excess of fifty (50) percent of the votes cast by holders of outstanding shares of our ordinary shares represented in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting, the the Resolution will not be passed, and the M&A will not be amended.

Vote Required for Approval

The approval of the Proposal requires the affirmative vote of holders of at least an affirmative vote of the holders of a majority of in excess of fifty (50) percent of the votes cast by holders of outstanding shares of our ordinary shares represented in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting. Failure to vote by proxy or to vote in person at the Extraordinary General Meeting, abstentions and broker non-votes will have no effect on this Proposal.

Recommendation of the Board

This proposal will be considered approved if a affirmative vote of the holders of a majority of in excess of fifty (50) percent of votes cast at the Extraordinary General Meeting vote in favor of the proposal. You may vote “For,” “Against” or “Abstain” from voting on this proposal.

The Board of Directors unanimously recommends a vote “FOR” approval of this Proposal No. 1.

PROPOSAL NO. 2

MEMORANDUM NOTICE AMENDMENT PROPOSAL

(ITEM 2 ON THE PROXY CARD)

Background of the Memorandum Notice Amendment Proposal

Our Board of Directors approved and recommend that the shareholders of the Company approve an amendment to the Memorandum as set forth in Annex A, to consider approving certain administrative changes to the Memorandum to streamline the Company’s notice provisions, and in accordance with this change to consider and vote upon the approval of sub-regulation 21.1 of the Articles deleted and replaced with this following (the “Memorandum Notice Amendment Proposal”):

“21.1 Any notice, information or written statement to be given by the Company to a Member must be in writing and may be given by personal service, registered mail, courier, email or fax to the address of the shareholder recorded in the register of shareholders or any other address or email address as notified by the Member to the Company for this purpose, or if the Company has a class of shares listed on a designated stock exchange, notice may be given as permitted by and in accordance with the applicable listing rules.”

Reasons for Requesting Shareholder Approval

The Board believes that the Memorandum Notice Amendment Proposal if approved will enable the Company to improve shareholder corporate governance by reducing administrative burdens and costs on the Company.

Consequences Associated with the Failure to Approve this Proposal

If the Memorandum Notice Amendment Proposal is not approved by the requisite vote of the Company’s shareholders, the Company will not amend the Memorandum to implement the Notice changes.

Vote Required for Approval

The approval of the Memorandum Notice Amendment Proposal requires the affirmative vote of the holders of a majority of in excess of fifty (50) percent of the votes cast by holders of outstanding shares of our ordinary shares represented in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting. Failure to vote by proxy or to vote in person at the Extraordinary General Meeting, abstentions and broker non-votes will have no effect on this Proposal.

Recommendation of the Board

This proposal will be considered approved if a affirmative vote of the holders of a majority of in excess of fifty (50) percent of votes cast at the Extraordinary General Meeting vote in favor of the proposal. You may vote “For,” “Against” or “Abstain” from voting on this proposal.

The Board of Directors unanimously recommends a vote “FOR” approval of this Proposal No. 2.

PROPOSAL 3: THE ADJOURNMENT PROPOSAL

(ITEM 3 ON THE PROXY CARD)

The Adjournment Proposal allows our Board of Directors to submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the consummation of the Acquisitions. In no event will the Company solicit proxies to adjourn the Extraordinary General Meeting or consummate the proposed transactions beyond the date by which it may properly do so under BVI law.

In addition to an adjournment of the Extraordinary General Meeting upon approval of an Adjournment Proposal, the board of directors of the Company is empowered to postpone the meeting at any time prior to the meeting being called to order. In such event, the Company will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its shareholders of the postponement.

Consequences if the Adjournment Proposal is not Approved

If an Adjournment Proposal is presented at the Extraordinary General Meeting and such proposal is not approved by its shareholders, our board may not be able to adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Class A Preferred Shares Designation Proposal and Memorandum Notice Amendment Proposal.

Required Vote

Approval of the proposal to adjourn the Extraordinary General Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the votes cast by the holders of our ordinary shares entitled to vote.

The Board of Directors unanimously recommends a vote “FOR” approval of this Proposal No. 3.

OTHER MATTERS

As of the date of this proxy statement, the board of directors knows of no matters that will be presented for consideration at the Extraordinary General Meeting other than as described in this proxy statement. If any other matters properly come before the Extraordinary General Meeting or any adjournments or postponements of the meeting and are voted upon, the enclosed proxy will confer discretionary authority on the individuals named as proxy to vote the shares represented by the proxy as to any other matters. The individuals named as proxies intend to vote in accordance with their best judgment as to any other matters.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the SEC. Such reports and other information are available on the SEC’s web site at http://www.sec.gov, which contains reports and other information regarding registrants that file electronically with the SEC.

ANNEX A

Territory of the Virgin Islands

The BVI Business Companies Act, 2004

Territory of the British Virgin Islands

The BVI Business Companies Act 2004

Amended and restated Memorandum of Association

of

MKDWELL Tech Inc.

a company limited by shares

Act means the BVI Business Companies Act, 2004 (as amended) and includes the regulations made under the Act;

Articles means the attached amended and restated Articles of Association of the Company, as amended or amended and restated from time to time;

Board of Directors means the board of directors of the Company for the time being;

Chairman of the Board has the meaning specified in Regulation 13;

Class A Preferred Shares has the meaning specified in Clause 5.1;

Class B Preferred Shares has the meaning specified in Clause 5.1;

Class C Preferred Shares has the meaning specified in Clause 5.1;

Class D Preferred Shares has the meaning specified in Clause 5.1;

Class E Preferred Shares has the meaning specified in Clause 5.1;

Distribution in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

Eligible Person means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

Member means an Eligible Person whose name is entered, whether singularly or jointly with others, in the Register of Members of the Company as the holder of one or more Shares or fractional Shares;

Memorandum means this amended and restated Memorandum of Association of the Company, as amended or amended and restated from time to time;

Ordinary Shares has the meaning specified in Clause 5.1;

Preferred Shares has the meaning specified in Clause 5.1;

recognised exchange has the meaning specified in the Act;

Register of Members has the meaning specified in Regulation 2.5;

Registrar means the Registrar of Corporate Affairs appointed under the Act and any deputy or assistant thereof;

Resolution of Directors means either:

Resolution of Members means either:

Seal means any seal which has been duly adopted as the common seal of the Company;

Securities means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire Shares or debt obligations;

Share means a share issued or to be issued by the Company and shall include fractional shares in the Company;

Treasury Share means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and

written or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and in writing shall be construed accordingly.

We, Bolder Corporate Services (BVI) Limited, Sea Meadow House, Road Town, Tortola, British Virgin Islands, in our capacity as registered agent for the Company hereby apply to the Registrar for the incorporation of the Company this 25th day of July, 2023.

Incorporator

Signed Alicia Davies and Marsha Fahie

Territory of the British Virgin Islands

The BVI Business Companies Act 2004

Amended and restated Articles of Association

of

MKDWELL Tech Inc.

a company limited by shares

MKDWELL Tech Inc.

We, Bolder Corporate Services (BVI) Limited, Sea Meadow House, Road Town, Tortola, British Virgin Islands, in our capacity as registered agent for the Company hereby sign these Articles of Association on behalf of the Company this [ ] May 2025.

Incorporator

Exhibit 99.2