DUET Acquisition (DUET) 10-K 30 Mar 22 2021 FY Annual report Financial data

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