Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2021 | Mar. 15, 2022 | |
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41237 | |
Entity Registrant Name | DUET ACQUISITION CORP. | |
Entity Central Index Key | 0001890671 | |
Entity Tax Identification Number | 87-2744116 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | V03-11-02, Designer Office | |
Entity Address, Address Line Two | V03, Lingkaran SV | |
Entity Address, Address Line Three | Sunway Velocity | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 55100 | |
City Area Code | 60-3 | |
Local Phone Number | 9201-1087 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
ICFR Auditor Attestation Flag | false | |
Auditor Firm ID | 3686 | |
Auditor Name | Adeptus Partners, LLC | |
Auditor Location | Ocean, New Jersey | |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |
Trading Symbol | DUETU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, $0.0001 par value per share | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | DUET | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | DUETW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 11,257,500 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,156,250 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) | |
ASSETS | ||
Current asset - cash | $ 25,000 | |
Deferred offering costs | 190,478 | |
Total Assets | 215,478 | |
Current Liabilities | ||
Accounts payable | 1,523 | |
Promissory note – related party | 190,478 | |
Total Current Liabilities | 192,001 | |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,784 | |
Accumulated deficit | (1,523) | |
Total Stockholders’ Equity | 23,477 | |
Total Liabilities and Stockholders’ Equity | 215,478 | |
Common Class A [Member] | ||
Stockholders’ Equity | ||
Common stock, value | ||
Common Class B [Member] | ||
Stockholders’ Equity | ||
Common stock, value | $ 216 | [1] |
[1] | Includes an aggregate of 281,250 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | 3 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 2,156,250 |
Common stock, shares outstanding | 2,156,250 |
Common stock subject to forfeiture of shares | 281,250 |
Statement of Operations
Statement of Operations | 3 Months Ended | |
Dec. 31, 2021USD ($)$ / sharesshares | ||
Income Statement [Abstract] | ||
Operating costs | $ (1,523) | |
Net Loss | $ (1,523) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | shares | 1,875,000 | [1] |
Basic and diluted net loss per ordinary share | $ / shares | $ 0 | |
[1] | Excludes an aggregate of 281,250 |
Statement of Operations (Parent
Statement of Operations (Parenthetical) | 3 Months Ended |
Dec. 31, 2021shares | |
Common Class B [Member] | |
Common stock subject to forfeiture of shares | 281,250 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - 3 months ended Dec. 31, 2021 - USD ($) | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance at Sep. 19, 2021 | |||||
Balance, shares at Sep. 19, 2021 | |||||
Issuance of Class B common stock to Sponsor | [1] | $ 216 | 24,784 | 25,000 | |
Issuance of Class B common stock to Sponsor, shares | [1] | 2,156,250 | |||
Net loss | (1,523) | (1,523) | |||
Balance at Dec. 31, 2021 | $ 216 | $ 24,784 | $ (1,523) | $ 23,477 | |
Balance, shares at Dec. 31, 2021 | 2,156,250 | ||||
[1] | Includes an aggregate of 281,250 |
Statement of Changes in Stock_2
Statement of Changes in Stockholders' Equity (Parenthetical) | 3 Months Ended |
Dec. 31, 2021shares | |
Common Class B [Member] | |
Common stock subject to forfeiture of shares | 281,250 |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from Operating Activities: | |
Net Loss | $ (1,523) |
Changes in operating assets and liabilities: | |
Accounts payable | 1,523 |
Net cash provided by operating activities | |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 |
Net cash provided by financing activities | 25,000 |
Net Change in Cash | 25,000 |
Cash – Beginning of period | |
Cash – Ending of period | 25,000 |
Supplemental Disclosures of Noncash Financing Activities | |
Deferred offering costs included in promissory note | $ 190,478 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS DUET Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on September 20, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from September 20, 2021 (inception) through December 31, 2021, relates to the Company’s formation and the proposed initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 7,500,000 10.00 8,625,000 356,250 390,000 10.00 The Company intends to list the Units on the Nasdaq Global Market (“Nasdaq”). Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Public Offering, management has agreed that $ 10.15 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and restated memorandum and articles of association will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.15 If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its founder shares, the common stock included in the Placement Units and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the founder shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the founder shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Proposed Public Offering if the Company fails to complete its Business Combination. The Company will have until 15 months (subject to a three month extension of time, as set forth in the Company’s registration statement) from the closing of the Proposed Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100 10.00 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.15 Liquidity and Capital Resources As of December 31, 2021, the Company had $ 25,000 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 190,478 193,535 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from September 20, 2021 (inception) to December 31, 2021. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 281,250 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROPOSED PUBLIC OFFERING
PROPOSED PUBLIC OFFERING | 3 Months Ended |
Dec. 31, 2021 | |
Regulated Operations [Abstract] | |
PROPOSED PUBLIC OFFERING | NOTE 3. PROPOSED PUBLIC OFFERING Pursuant to the Proposed Public Offering, the Company will offer for sale up to 7,500,000 8,625,000 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Dec. 31, 2021 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor has agreed to purchase an aggregate of 356,250 placement units (or up to 390,000 placement units if the over-allotment option is exercised in full) at a price of $ 10.00 per unit, for an aggregate purchase price of $ 3,562,500 ($ 3,900,000 if the over-allotment option is exercised in full). Each placement unit will be identical to the units sold in this offering, except as described in our final prospectus. The placement units will be sold in a private placement that will close simultaneously with the closing of this offering. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 17, 2021, the Sponsor purchased 2,156,250 25,000 281,250 The initial stockholders have agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note – Related Party On October 1, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 , to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing and payable on the earlier of (i) December 31, 2022 or (ii) the consummation of the Initial Public Offering. Upon IPO, the Company had borrowed $ 193,536 190,478 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 Administrative Services Arrangement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to DUET Partners LLC, the Sponsor $ 10,000 15-month period |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any shares of ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriters a 45-day option to purchase up to an additional 15 The underwriters will be entitled to a cash underwriting discount of: (i) one and one-half percent ( 1.5 1,125,000 1,293,750 3.0 2,250,000 2,587,500 Additionally, 75,000 86,250 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Class A Common Stock 100,000,000 0.0001 no Class B Common Stock 10,000,000 0.0001 2,156,250 Preferred Shares 1,000,000 0.0001 no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the audited financial statements were available to issue. The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, DUET Acquisition Corp. (the “Company”) completed its initial public offering (the “Offering”) of 8,625,000 1,125,000 0.0001 11.50 10.00 86,250,000 5,667,766 2,587,500 Simultaneously with the consummation of the Offering, the Company completed a private placement of an aggregate of 356,250 units (the “Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating total gross proceeds of $ 3,562,500 (the “Private Placement”). (See Note 4). The Placement Units are identical to the Units sold in the Offering. The holders have agreed not to transfer, assign or sell any of the Placement Units or underlying securities (except in limited circumstances, as described in our final prospectus) until 30 days after completion of the Company’s initial business combination. The holders were also granted certain demand and piggyback registration rights in connection with the purchase of the Placement Units. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. A total of $ 87,543,750 10.15 Following the IPO of the Company on January 24, 2022, a total of $ 193,535 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no |
Deferred offering costs | Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from September 20, 2021 (inception) to December 31, 2021. |
Net loss per share | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 281,250 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Details Narrative) - USD ($) | Dec. 24, 2022 | Jan. 24, 2022 | Oct. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||
Proposed initial public offering shares | 2,156,250 | ||||
Proposed initial public offering units | $ 10.15 | $ 10.15 | |||
Redemption percentage | 100.00% | ||||
Share price available for distribution for public offering price per unit | 10 | $ 10 | |||
Reduction of amounts in the trust account, per share | $ 10.15 | $ 10.15 | |||
Cash in operating bank | $ 25,000 | $ 25,000 | |||
Liquidity consumption payment | 25,000 | 1,125,000 | |||
Issuance of founder shares | $ 190,478 | $ 190,478 | |||
Subsequent Event [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proposed initial public offering units | $ 10.15 | ||||
Liquidity consumption payment | $ 86,250,000 | ||||
Promissory note prepaid | $ 193,535 | ||||
Shareholders [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Redemption right percentage | 15.00% | 15.00% | |||
Duet Partners L L C [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Voting rights, percentage | 50.00% | 50.00% | |||
Duet Partners L L C [Member] | Minimum [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Voting rights, percentage | 80.00% | 80.00% | |||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proposed initial public offering shares | 7,500,000 | ||||
Proposed initial public offering units | $ 10 | $ 10 | |||
Intangible assets net | $ 5,000,001 | $ 5,000,001 | |||
Liquidity consumption payment | $ 2,250,000 | ||||
IPO [Member] | Subsequent Event [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proposed initial public offering shares | 8,625,000 | ||||
Proposed initial public offering units | $ 10 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proposed initial public offering shares | 8,625,000 | ||||
Private placement units | 390,000 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Private placement units | 356,250 | 356,250 | |||
Sale of stock, price per share | $ 10 | $ 10 | |||
Private Placement [Member] | Subsequent Event [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proposed initial public offering units | $ 10 | ||||
Liquidity consumption payment | $ 3,562,500 | ||||
Proposed public offering [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proposed initial public offering units | $ 10.15 | $ 10.15 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Dec. 31, 2021USD ($)shares | |
Cash and cash equivalents, at carrying value | $ 0 |
Cash in FDIC | $ 250,000 |
Common Class B [Member] | |
Common stock subject to forfeiture of shares | shares | 281,250 |
PROPOSED PUBLIC OFFERING (Detai
PROPOSED PUBLIC OFFERING (Details Narrative) - $ / shares | Oct. 17, 2021 | Dec. 31, 2021 |
Schedule of Capitalization, Equity [Line Items] | ||
Proposed initial public offering shares | 2,156,250 | |
Shares issued, price per share | $ 10.15 | |
Common Class A [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Warrant exercise per share | $ 11.50 | |
IPO [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Proposed initial public offering shares | 7,500,000 | |
Shares issued, price per share | $ 10 | |
IPO [Member] | Common Class A [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Proposed initial public offering shares | 75,000 | |
Over-Allotment Option [Member] | ||
Schedule of Capitalization, Equity [Line Items] | ||
Proposed initial public offering shares | 8,625,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | Dec. 24, 2022 | Dec. 31, 2021 |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 356,250 | 356,250 |
Share Price | $ 10 | |
Payments of Stock Issuance Costs | $ 3,562,500 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 390,000 | |
Payments of Stock Issuance Costs | $ 3,900,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Oct. 17, 2021 | Dec. 31, 2021 | Oct. 01, 2021 |
Aggregate purchase shares | 2,156,250 | ||
Value of shares issued | $ 25,000 | ||
Common stock exceeds per share | $ 10.15 | ||
Due to Related Parties, Current | $ 190,478 | $ 193,536 | |
Lenders discretion | $ 1,500,000 | ||
Conversion price | $ 10 | ||
Administrative service agreement [Member] | |||
Periodic payment | $ 10,000 | ||
Frequency of periodic payment | 15-month period | ||
IPO [Member] | |||
Aggregate purchase shares | 7,500,000 | ||
Common stock exceeds per share | $ 10 | ||
Debt Instrument, Face Amount | $ 300,000 | ||
Common Class B [Member] | |||
Common stock shares subject to forfeiture | 281,250 | ||
Common stock exceeds per share | $ 12 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Uderwriting discount rate | 1.50% | ||
Proceeds from issuance initial public offering | $ 25,000 | $ 1,125,000 | |
Deferred underwriting fee rate | 3.00% | ||
Issuance of Class B common stock to Sponsor, shares | 2,156,250 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Purchase of additional offers percentage | 15.00% | ||
Issuance of Class B common stock to Sponsor, shares | 8,625,000 | ||
Over-Allotment Option [Member] | Underwriting agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 1,293,750 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 2,250,000 | ||
Issuance of Class B common stock to Sponsor, shares | 7,500,000 | ||
IPO [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of Class B common stock to Sponsor, shares | 75,000 | ||
Underwriters [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance initial public offering | $ 2,587,500 | ||
Underwriter [Member] | Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Issuance of Class B common stock to Sponsor, shares | 86,250 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Dec. 31, 2021$ / sharesshares |
Class of Stock [Line Items] | |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Class A [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 100,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares, issued | 0 |
Common stock, shares, outstanding | 0 |
Common Class B [Member] | |
Class of Stock [Line Items] | |
Common stock, shares authorized | 10,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares, issued | 2,156,250 |
Common stock, shares, outstanding | 2,156,250 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Dec. 24, 2022 | Jan. 24, 2022 | Oct. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Issuance of Class B common stock to Sponsor, shares | 2,156,250 | ||||
Shares issued, price per share | $ 10.15 | $ 10.15 | |||
Gross proceeds from issuance | $ 25,000 | $ 1,125,000 | |||
Common Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Warrants, exercise price | 11.50 | $ 11.50 | |||
IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of Class B common stock to Sponsor, shares | 7,500,000 | ||||
Shares issued, price per share | $ 10 | $ 10 | |||
Gross proceeds from issuance | $ 2,250,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of Class B common stock to Sponsor, shares | 75,000 | ||||
Underwriter [Member] | Common Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of Class B common stock to Sponsor, shares | 86,250 | ||||
Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 356,250 | 356,250 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued, price per share | $ 10.15 | ||||
Gross proceeds from issuance | $ 86,250,000 | ||||
Transaction costs | 5,667,766 | ||||
Deferred underwriting commissions | 2,587,500 | ||||
Proceeds from issuance of private placement, net | $ 87,543,750 | ||||
Subsequent Event [Member] | Common Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value | $ 0.0001 | ||||
Warrants, exercise price | $ 11.50 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of Class B common stock to Sponsor, shares | 8,625,000 | ||||
Shares issued, price per share | $ 10 | ||||
Subsequent Event [Member] | IPO [Member] | Promissory Note [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of related party debt | $ 193,535 | ||||
Subsequent Event [Member] | Underwriter [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of Class B common stock to Sponsor, shares | 1,125,000 | ||||
Subsequent Event [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares issued, price per share | $ 10 | ||||
Gross proceeds from issuance | $ 3,562,500 |