Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | ||
Entity Public Float | $ 85.2 | ||
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 $11.50 per share | ||
Trading Symbol | DUETW | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 9,101,250 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 2,156,250 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 27,066 | $ 25,000 |
Deferred offering costs | 190,478 | |
Total Current Assets | 27,066 | 215,478 |
Cash and Marketable Securities held in trust account | 88,592,161 | |
Total Assets | 88,619,227 | 215,478 |
Current liabilities | ||
Accrued expenses | 25,000 | 1,523 |
Account payable | 182,520 | |
Franchise tax payable | 190,207 | |
Income tax payable | 229,101 | |
Promissory note – related party | 190,478 | |
Working capital loan | 100,000 | |
Total Current Liabilities | 726,828 | 192,001 |
Deferred underwriter commission | 2,587,500 | |
Total Liabilities | 3,314,328 | 192,001 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 8,625,000 shares (at $10.15 per share) | 87,543,750 | |
Stockholders’ Equity (Deficit) | ||
Preference Shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,784 | |
Accumulated deficit | (2,239,115) | (1,523) |
Total Stockholders’ Equity (Deficit) | (2,238,851) | 23,477 |
Total Liabilities and Stockholders’ Equity (Deficit) | 88,619,227 | 215,478 |
Common Class A [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common stock value | 48 | |
Common Class B [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common stock value | $ 216 | $ 216 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temproary equity redemption shares | 8,625,000 | 8,625,000 |
Temporary equity, redemption price per share | $ 10.15 | $ 10.15 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 476,250 | 476,250 |
Common stock, shares issued | 476,250 | 476,250 |
Common stock, shares redemption | 8,625,000 | 8,625,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 2,156,250 | 2,156,250 |
Common stock, shares issued | 2,156,250 | 2,156,250 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ (1,523) | $ (1,097,191) |
Franchise tax | (191,682) | |
Loss from Operations | (1,523) | (1,288,873) |
Other Income | ||
Interest earned on marketable securities held in trust account | 1,048,411 | |
Net Income (Loss) before income tax | (1,523) | (240,462) |
Income tax | (229,101) | |
Net Income (Loss) | $ (1,523) | $ (469,563) |
Common Class A [Member] | ||
Other Income | ||
Weighted average shares outstanding of Class B common stock | 8,502,812 | |
Basic and diluted net loss per common stock | $ 0 | |
Common Class B [Member] | ||
Other Income | ||
Weighted average shares outstanding of Class B common stock | 1,875,000 | 2,156,250 |
Basic and diluted net loss per common stock | $ 0 | $ (0.12) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance – September 20, 2021 (inception) at Sep. 19, 2021 | |||||
Balance, shares at Sep. 19, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 216 | 24,784 | 25,000 | ||
Class A common stock subject to possible redemption, shares | (2,156,250) | ||||
Net lncome (loss) | (1,523) | (1,523) | |||
Issuance of Class B common stock to Sponsor, shares | 2,156,250 | ||||
Balance at Dec. 31, 2021 | $ 216 | 24,784 | (1,523) | 23,477 | |
Balance, shares at Dec. 31, 2021 | 2,156,250 | ||||
Sale of Units in Initial Public Offering, net of offering costs | $ 863 | 86,249,138 | 86,250,000 | ||
Sale of Units in Initial Public Offering, net of offering costs, shares | 8,625,000 | ||||
Issuance of Class B common stock to Sponsor | $ (863) | (87,542,888) | (87,543,750) | ||
Class A common stock subject to possible redemption, shares | (8,625,000) | ||||
Sale of Private Placement Units | $ 39 | 3,899,961 | 3,900,000 | ||
Sale of Private Placement Units, shares | 390,000 | ||||
Representative share | $ 9 | 862,491 | 862,500 | ||
Representative share, shares | 86,250 | ||||
Offering and underwriting costs | (2,674,015) | (2,674,015) | |||
Deferred underwriting commission | (2,587,500) | (2,587,500) | |||
Re-classification | 1,768,029 | (1,768,029) | |||
Net lncome (loss) | (469,563) | (469,563) | |||
Issuance of Class B common stock to Sponsor, shares | 8,625,000 | ||||
Balance at Dec. 31, 2022 | $ 48 | $ 216 | $ (2,239,115) | $ (2,238,851) | |
Balance, shares at Dec. 31, 2022 | 476,250 | 2,156,250 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,523) | $ (469,563) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,048,411) | |
Changes in operating assets and liabilities: | ||
Accounts payable | 1,523 | 180,997 |
Accrued expenses | 25,000 | |
Franchise tax payable | 190,207 | |
Income tax payable | 229,101 | |
Net cash used in operating activities | (892,669) | |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (87,571,802) | |
Net cash used in investing activities | (87,571,802) | |
Cash flows from financing activities: | ||
Working capital loan | 100,000 | |
Collection of subscription receivable | ||
Proceeds from sale of Units, net of IPO costs | 84,660,072 | |
Proceeds from sale of private placement units | 3,900,000 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Repayment of promissory note – related party | (193,535) | |
Net cash provided by financing activities | 25,000 | 88,466,537 |
Net change in cash | 25,000 | 2,066 |
Cash at the beginning of the period | 25,000 | |
Cash at the end of the period | 25,000 | 27,066 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred underwriting fee payable | 2,587,500 | |
Initial Classification of Class A Common Stock subject to redemption | 87,543,750 | |
Deferred offering costs paid for by Promissory note – related party | 3,057 | |
Deferred offering costs included in promissory note | $ 190,478 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND 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, 2022, the Company had not commenced any operations. All activity for the period from September 20, 2021 (inception) through December 31, 2022, relates to the Company’s formation, its initial public offering, and its entry into a business combination agreement and plan of merger, as 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 Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is DUET Partners LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 7,500,000 10.00 75,000,000 5,161,516 2,250,500 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 356,250 10.00 3,562,500 Subsequently, on January 24, 2022, the Company consummated the closing of the sale of 1,125,000 10.00 11,250,000 506,250 337,500 one 0.0001 one one 11.50 Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 33,750 337,500 A total of $ 87,543,750 Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 5,667,766 1,293,750 2,587,500 492,766 Following the closing of the Initial Public Offering $ 818,211 27,066 190,081 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 On July 25, 2022, the Company entered into a definitive business combination agreement and plan of merger (the “Merger Agreement”) with Millymont Limited, a private limited company incorporated in Ireland (“Holdco”), Duet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), J. Streicher Technical Services, LLC, a Delaware limited liability company (“J. Streicher”), Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered at the Commercial Registry of Malaga under reference MA-122108 (the “Target”), Miguel Ángel Casales Ruiz and Thomas Marco Balsloev, as the sellers’ representatives (the “Sellers’ Representatives”) and Lee Keat Hin, as the Company’s representative (the “Company Representative”). Pursuant to the Merger Agreement, the parties will effect the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Holdco, as a result of which (a) the Company will issue shares of Class A Common Stock to Holdco, with such amount of shares to be determined in accordance with the terms of the Merger Agreement, (b) all of the issued and outstanding shares of Class A Common Stock held by the Company’s stockholders (other than Holdco) shall be converted into ordinary shares of Holdco at a one-for-one ratio, and (c) each outstanding warrant of the Company will be assumed by Holdco and automatically adjusted to become exercisable to purchase one ordinary share of Holdco (the “Proposed Business Combination”). In connection with the Proposed Business Combination, the Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of such Business Combination in connection with a stockholder meeting called to approve such Business Combination. In the event the Proposed Business Combination is not consummated, the Company will provide its public 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 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. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 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 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, 2022, the Company had $ 27,066 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 190,478 193,535 100,000 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 | 12 Months Ended |
Dec. 31, 2022 | |
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 Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2022, the balance in the Trust Account was $ 88,592,161 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 Offering and that were charged to stockholders’ equity upon the completion of the Offering. Should the 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 $ 220,000 9,101 The provision for income taxes was $ 229,101 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. At December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
Regulated Operations [Abstract] | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Public Offering, the Company offered for sale up to 8,625,000 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor purchased an aggregate of 390,000 10.00 3,900,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
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 The Sponsor, in addition to the Company’s officers and directors, 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 3,057 190,478 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 10.00 100,000 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 120,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
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 Class A Common Stock 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 Common Stock). 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 granted the underwriters a 45-day option to purchase up to an additional 15 The underwriters were entitled to a cash underwriting discount of one and one-half percent ( 1.5 1,293,750 3.0 2,587,500 Additionally, 86,250 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Class A Common Stock 100,000,000 0.0001 476,250 8,625,000 Class B Common Stock 10,000,000 0.0001 2,156,250 Preferred Shares 1,000,000 0.0001 no Warrants The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
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. No subsequent events were identified. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2022, the balance in the Trust Account was $ 88,592,161 |
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 Offering and that were charged to stockholders’ equity upon the completion of the Offering. Should the 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 $ 220,000 9,101 The provision for income taxes was $ 229,101 |
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. At December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
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. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 24, 2022 | Oct. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Number of stock units issued | 1,125,000 | |||
Number of units issued, at par value | $ 10 | |||
Proceeds from sale of units, net of IPO costs | $ 11,250,000 | $ 84,660,072 | ||
Incurring offering costs | 506,250 | |||
Deferred offering costs | 337,500 | 190,478 | ||
Proceeds from sale of private placement units | 3,900,000 | |||
Number of common stock issued | 2,156,250 | |||
Proceeds from offering and private placements | 87,543,750 | |||
Cash in operating bank | 25,000 | 27,066 | ||
Working capital | $ 190,081 | |||
Redemption percentage | 100% | |||
Share price available for distribution for public offering price per unit | $ 10 | |||
Due from Officers or Stockholders | $ 190,478 | |||
Proceeds from (Repayments of) Debt | $ 193,535 | |||
Working capital loan | 100,000 | |||
Sponsor [Member] | ||||
Proceeds from sale of units, net of IPO costs | $ 25,000 | |||
Duet Partners LLC [Member] | ||||
Business acquistion, ownership interest percentage | 50% | |||
Duet Partners LLC [Member] | Minimum [Member] | ||||
Business acquistion, ownership interest percentage | 80% | |||
Common Class A [Member] | ||||
Number of common stock issued | 1 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Number of warrant issued | 1 | |||
Shares issued, price per share | $ 11.50 | |||
IPO [Member] | ||||
Proceeds from sale of units, net of IPO costs | $ 2,587,500 | |||
Incurring offering costs | $ 5,667,766 | |||
Number of common stock issued | 8,625,000 | |||
Shares issued, price per share | $ 10 | |||
Cash underwriting fees | 1,293,750 | |||
Deferred underwriting fees | 2,587,500 | |||
Other costs | 492,766 | |||
Cash held in trust account | $ 818,211 | |||
Intangible assets net | $ 5,000,001 | |||
IPO [Member] | Common Class A [Member] | ||||
Number of stock units issued | 7,500,000 | |||
Number of units issued, at par value | $ 10 | |||
Proceeds from sale of units, net of IPO costs | $ 75,000,000 | |||
Incurring offering costs | 5,161,516 | |||
Deferred offering costs | $ 2,250,500 | |||
Number of common stock issued | 86,250 | |||
Private Placement [Member] | ||||
Number of stock units issued | 390,000 | |||
Incurring offering costs | $ 3,900,000 | |||
Private Placement [Member] | Duet Partners LLC [Member] | ||||
Number of stock units issued | 356,250 | |||
Number of units issued, at par value | $ 10 | |||
Proceeds from sale of private placement units | $ 3,562,500 | |||
Private Placement One [Member] | Duet Partners LLC [Member] | ||||
Number of stock units issued | 33,750 | |||
Proceeds from sale of private placement units | $ 337,500 | |||
Proposed Public Offering [Member] | ||||
Proceeds from sale of units, net of IPO costs | $ 1,293,750 | |||
Shares issued, price per share | $ 10.15 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Net Investment Income [Line Items] | ||
Cash equivalents, at carrying value | $ 0 | |
Unrecognized tax benefits | 220,000 | |
Accrued Interest penalties | 9,101 | |
Provision for income taxes | 229,101 | |
Cash, FDIC insured amount | 250,000 | |
Mutual Fund [Member] | ||
Net Investment Income [Line Items] | ||
Marketable securities | $ 88,592,161 |
PUBLIC OFFERING (Details Narrat
PUBLIC OFFERING (Details Narrative) - $ / shares | 12 Months Ended | |
Oct. 17, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of common stock issued | 2,156,250 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of common stock issued | 8,625,000 | |
Shares issued price per share | $ 10 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 24, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of stock units issued | 1,125,000 | |
Incurring offering costs | $ 506,250 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of stock units issued | 390,000 | |
Share price per share | $ 10 | |
Incurring offering costs | $ 3,900,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 01, 2021 | |
Number of aggregate purchased shares | 2,156,250 | |||
Value of aggregate purchased shares | $ 25,000 | $ 25,000 | $ (87,543,750) | |
Promissory note - related party | 190,478 | |||
Lenders discretion | $ 1,500,000 | |||
Conversion price | $ 10 | |||
Working Capital Loans | $ 100,000 | |||
Administrative services amount | 120,000 | |||
Administrative service agreement [Member] | ||||
Debt instrument, periodic payment | $ 10,000 | |||
Debt instrument, frequency of periodic payment | 15-month period | |||
Sponsor [Member] | ||||
Promissory note - related party | $ 190,478 | $ 3,057 | ||
IPO [Member] | ||||
Number of aggregate purchased shares | 8,625,000 | |||
Common stock exceeds per share | $ 10 | |||
Debt Instrument, face amount | $ 300,000 | |||
Common Class B [Member] | ||||
Common stock exceeds per share | $ 12 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 24, 2022 | Oct. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Underwriting discount percentage | 1.50% | |||
Proceeds from public offering | $ 11,250,000 | $ 84,660,072 | ||
Deferred underwriting fee percentage | 3% | |||
Number of common stock issued | 2,156,250 | |||
Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of common stock issued | 1 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase of additional offers percentage | 15% | |||
Proposed Public Offering [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from public offering | $ 1,293,750 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from public offering | $ 2,587,500 | |||
Number of common stock issued | 8,625,000 | |||
IPO [Member] | Common Class A [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from public offering | $ 75,000,000 | |||
Number of common stock issued | 86,250 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Dec. 31, 2022 | Jan. 24, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Warrant [Member] | |||
Class of Stock [Line Items] | |||
Share price | $ 0.01 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares, outstanding | 476,250 | 476,250 | |
Common stock, shares redemption | 8,625,000 | 8,625,000 | |
Warrant exercise price | $ 18 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares, outstanding | 2,156,250 | 2,156,250 |