Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 16, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | (914) | |
Local Phone Number | 316-4805 | |
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 | |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant [Member] | ||
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 [Member] | ||
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 [Member] | ||
Title of 12(b) Security | Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | DUETW | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 1,366,870 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 2,156,250 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 16,661 | $ 87,134 |
Total Current Assets | 16,661 | 87,134 |
Cash and Marketable Securities held in trust account | 14,448,590 | 13,979,449 |
Total Assets | 14,465,251 | 14,066,583 |
Current liabilities | ||
Accrued expenses | 1,979,726 | 1,914,504 |
Accounts payable | 161,747 | 168,747 |
Amount due to related party | 2,009 | |
Franchise tax payable | 49,103 | 19,713 |
Income tax payable | 43,987 | 63,662 |
Excise tax liability | 785,497 | 785,497 |
Extension loan | 1,090,000 | 1,090,000 |
Working capital loan | 1,442,402 | 1,242,500 |
Total Current Liabilities | 5,552,462 | 5,286,632 |
Deferred underwriter commission | 2,587,500 | 2,587,500 |
Total Liabilities | 8,139,962 | 7,874,132 |
Commitments and Contingencies (Note 6) | ||
Class A common stock $0.0001 par value; 100,000,000 shares authorized; 1,283,336 shares subject to possible redemption issued and outstanding, at $10.15 per share, as of March 31, 2024 and December 31, 2023 | 13,025,860 | 13,025,860 |
Stockholders’ Deficit | ||
Preference Shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (6,700,835) | (6,833,673) |
Total Stockholders’ Deficit | (6,700,571) | (6,833,409) |
Total Liabilities and Stockholders’ Deficit | 14,465,251 | 14,066,583 |
Common Class A [Member] | ||
Stockholders’ Deficit | ||
Common stock, value | 48 | 48 |
Common Class B [Member] | ||
Stockholders’ Deficit | ||
Common stock, value | $ 216 | $ 216 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 100,000,000 | 100,000,000 |
Temporary equity, shares issued | 1,283,336 | 1,283,336 |
Temporary equity, shares outstanding | 1,283,336 | 1,283,336 |
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 issued | 0 | 0 |
Preferred stock, shares outstanding | 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 issued | 476,250 | 476,250 |
Common stock, shares outstanding | 476,250 | 476,250 |
Common stock, shares redemption | 1,283,336 | 1,283,336 |
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 issued | 2,156,250 | 2,156,250 |
Common stock, shares outstanding | 2,156,250 | 2,156,250 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Formation and operating costs | $ (283,337) | $ (434,519) |
Franchise tax | (32,640) | (50,000) |
Loss from Operations | (315,977) | (484,519) |
Other Income | ||
Interest earned on marketable securities held in trust account | 492,803 | 886,003 |
Net Income before income tax provision | 176,826 | 401,484 |
Income tax provision | (43,988) | (175,561) |
Net Income | $ 132,838 | $ 225,923 |
Redeemable Common Stock [Member] | ||
Other Income | ||
Weighted average shares outstanding, basic | 1,283,336 | 8,625,000 |
Weighted average shares outstanding, diluted | 1,283,336 | 8,625,000 |
Basic net income (loss) per common stock | $ 0.16 | $ 0.04 |
Diluted net income (loss) per common stock | $ 0.16 | $ 0.04 |
Non Redeemable Common Stock [Member] | ||
Other Income | ||
Weighted average shares outstanding, basic | 2,632,500 | 2,632,500 |
Weighted average shares outstanding, diluted | 2,632,500 | 2,632,500 |
Basic net income (loss) per common stock | $ (0.09) | $ (0.06) |
Diluted net income (loss) per common stock | $ (0.09) | $ (0.06) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - 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 at Dec. 31, 2022 | $ 48 | $ 216 | $ (2,239,115) | $ (2,238,851) | |
Balance, shares at Dec. 31, 2022 | 476,250 | 2,156,250 | |||
Net income | 225,923 | 225,923 | |||
Balance at Mar. 31, 2023 | $ 48 | $ 216 | (2,013,192) | (2,012,928) | |
Balance, shares at Mar. 31, 2023 | 476,250 | 2,156,250 | |||
Balance at Dec. 31, 2023 | $ 48 | $ 216 | (6,833,673) | (6,833,409) | |
Balance, shares at Dec. 31, 2023 | 476,250 | 2,156,250 | |||
Net income | 132,838 | 132,838 | |||
Balance at Mar. 31, 2024 | $ 48 | $ 216 | $ (6,700,835) | $ (6,700,571) | |
Balance, shares at Mar. 31, 2024 | 476,250 | 2,156,250 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 132,838 | $ 225,923 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (492,803) | (886,003) |
Interest withdrawn from the Trust Account | 103,662 | 190,207 |
Changes in operating assets and liabilities: | ||
Accounts payable | (7,000) | (13,773) |
Accrued expenses | 65,222 | 252,150 |
Prepaid expenses | (23,044) | |
Amount due to related party | (2,009) | |
Franchise tax payable | 29,390 | (140,207) |
Income tax payable | (19,675) | 175,561 |
Net cash used in operating activities | (190,375) | (219,186) |
Cash flows from investing activities: | ||
Cash withdrawn from Trust Account in connection with redemption | ||
Payment to Trust Account | (80,000) | |
Net cash used in investing activities | (80,000) | |
Cash flows from financing activities: | ||
Proceeds from working capital loan | 199,902 | 400,000 |
Net cash provided by financing activities | 199,902 | 400,000 |
Net change in cash | (70,473) | 180,814 |
Cash at the beginning of the period | 87,134 | 27,066 |
Cash at the end of the period | 16,661 | 207,880 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Remeasurement of Class A Common Stock subject to redemption | $ 1,229,640 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had not commenced any operations. All activity for the period from September 20, 2021 (inception) through March 31, 2024, relates to the Company’s formation, the initial public offering described below and activities necessary to identify a potential target and prepare for a Business Combination. 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 Initial 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 Initial Public 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 11,250,000 506,250 337,500 Each Unit consists of one share of Class A common stock of the Company, par value $ 0.0001 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 $ 4,374,016 1,293,750 2,587,500 492,766 Following the closing of the Initial Public Offering $ 818,211 16,661 5,535,801 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 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 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 24 months (subject to a three month extension of time, as set forth in the Company’s registration statement) from the closing of the Initial 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 On April 19, 2023, the Company held a virtual special meeting of its stockholders (the “ Special Meeting Extension Amendment Proposal 100 175,000 0.055 On December 18, 2023, the Company held a virtual special meeting of its stockholders (the “ Special Meeting Extension Amendment Proposal (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100 40,000 0.04 . In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 3,760,678 10.95 41.2 14.1 On December 19, 2023, the Company deposited two payments in an aggregate of $ 80,000 February 24, 2024 40,000 March 24, 2024 40,000 April 24, 2024 40,000 May 24, 2024 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 Termination of the Merger Agreement 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, J. Streicher Technical Services, LLC, a Delaware limited liability company, Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered at the Commercial Registry of Malaga under reference MA-122108, Miguel Ángel Casales Ruiz and Thomas Marco Balsloev, as the sellers’ representatives, and Lee Keat Hin, as the Company’s representative. On April 6, 2023, the Company provided the other parties with written notice of the termination of the Merger Agreement pursuant to Section 11.1 thereof (the “Termination”). No party will be required to pay another party a termination fee as a result of the Termination. The termination of the Merger Agreement also terminates and makes void the Support Agreement, the Non-Competition and Non-Solicitation Agreement, and the Lock-up Agreement (each as defined in the Merger Agreement), each of which were executed concurrently with the Merger Agreement. Business Combination Agreement As previously disclosed, the Company entered into a binding letter of intent with Fenix 360 Pte. Ltd., a Singapore private company limited by shares (the “Target”), on July 6, 2023, pursuant to which DUET agreed to acquire all of the outstanding equity interests of the Target. On November 28, 2023, DUET and the Target entered into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”). DUET and the Target are sometimes referred to this Quarterly Report on Form 10-Q, individually, as a “Party” and, collectively, as the “Parties.” Our Chairman of the Board of Directors, Larry Gan Nyap Liou, serves as a financial advisor to the Target pursuant to a pre-existing relationship with the Target. Accordingly, Mr. Gan has recused himself, and will continue to recuse himself, from all Board decisions related to the Business Combination. Domestication Pursuant to and upon the closing (the “Closing”) of the transactions contemplated in the Business Combination Agreement (collectively, the “Business Combination”), the Company will transfer by way of continuation from the State of Delaware to the Cayman Islands and domesticate (the “Domestication”) as a Cayman Islands exempted company limited by shares in accordance with Section 390 of the Delaware General Corporation Law, as amended, and Part XII of the Cayman Islands Companies Act, as amended (the “Cayman Companies Act”). In connection with the Domestication, (a) each share of DUET’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one ordinary share of DUET (the “DUET Ordinary Shares”), (b) each share of DUET’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one DUET Ordinary Share, (c) each warrant of DUET that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one DUET Ordinary Share at an exercise price of $11.50 per share on the terms Business Combination Pursuant to the Business Combination Agreement, as consideration for the Business Combination, the shareholders of the Target (each, a “Target Shareholder” and, together, the “Target Shareholders”) are entitled to receive an aggregate of 61,000,000 10.00 610,000,000 Upon the terms and subject to the conditions of the Business Combination Agreement, at or prior to the Closing, each Target Shareholder will deliver to Continental Stock Transfer & Trust Company (the “Exchange Agent”) a share exchange agreement in the form mutually agreed to between the Parties (a “Share Exchange Agreement”) that has been duly executed by that Target Shareholder, surrender any original certificates for the Target Ordinary Shares held by such Target Shareholder, and deliver such other documents reasonably requested by DUET. In exchange, DUET will issue and cause the Exchange Agent to deliver to each Target Shareholder the amount of DUET Ordinary Shares due to such Target Shareholder pursuant to the Business Combination Agreement. Representations and Warranties; Covenants Pursuant to the Business Combination Agreement, the Parties made customary representations and warranties for transactions of this type. The Business Combination Agreement includes certain covenants that are customary for transactions of this type, including obligations of the Parties to use reasonable best efforts to operate their respective businesses in the ordinary course and to refrain from taking certain specified actions without the prior written consent of the applicable party, in each case, subject to certain exceptions and qualifications. The Parties have agreed not to solicit, negotiate, or enter into a competing transaction. Additionally, the Target has agreed to certain other covenants, including to (a) deliver the PCAOB Financials (as defined in the Business Combination Agreement) to DUET no later than December 11, 2023, (b) conclude investigations, examinations and diligence with respect to certain agreed-upon items by December 12, 2023 (the “Due Diligence Period”), and (c) onboard certain employees of one of the Target’s primary software developers. The covenants in the Business Combination Agreement generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing. Reserve Against Certain Liabilities Certain of the Target Shareholders (the “Legacy Shareholders”) are to deposit with the Escrow Agent at Closing their pro rata portion of an aggregate of 4,500,000 Conditions to Obligations of Both Parties at Closing The obligations of the Parties to consummate the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived by in writing by either or both of the Parties: (a) DUET stockholder approval of the Business Combination has been obtained; (b) all of the Target Shareholders have submitted a Share Exchange Agreement and have exchanged all of the Target Ordinary Shares for the DUET Ordinary Shares in accordance with the terms of the Business Combination Agreement no later than the date of the DUET Stockholders’ Meeting (defined below); (c) the Proxy/Registration Statement (as defined below) shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the U.S. Securities and Exchange Commission (the “SEC”) and not withdrawn; (d) the Nasdaq Stock Market LLC (“Nasdaq”) shall have completed its review of the “Listing of Additional Shares Notification Form” filed by DUET with Nasdaq with respect to the DUET Ordinary Shares to be issued in connection with the Business Combination; (e) no Exchange Objection (as defined in the Business Combination Agreement) shall have been raised, or any such Exchange Objection which has been raised shall have been addressed; (f) no federal, state, provincial, municipal, local or foreign government, governmental authority, taxing, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal (“Governmental Authority”) shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, order, or regulation (“Law”) that is then in effect and which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits consummation of the Business Combination, other than any such restraint that is immaterial, or for which the relevant Governmental Authority does not have jurisdiction over either of the parties hereto with respect to the Business Combination; and (g) all Closing deliverables required under the Business Combination Agreement have been provided. Conditions to Obligations of DUET at Closing Pursuant to the Business Combination Agreement, the obligations of DUET to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by DUET: (a)(i) the representations and warranties of the Target regarding the capitalization of the Target are true and correct in all respects of the date of the Closing except with respect to such representations and warranties speaking to an earlier date, which shall be true and correct at and as of such date, subject to changes made to the Business Combination Agreement, (ii) the Target’s Fundamental Representations (as defined in the Business Combination Agreement) other than those regarding the capitalization of the Target shall be true and correct as of the date of the Closing, subject to certain qualifications and exceptions, and (iii) each of the representations and warranties of the Target other than the Target’s Fundamental Representations shall be true and correct as of the date of the Closing, subject to certain qualifications and exceptions; (b) each of the covenants of the Target to be performed as of or prior to the Closing shall have been performed in all material respects; (c) there shall not have occurred a Company Material Adverse Effect (as defined in the Business Combination Agreement); (d) each of the Restrictive Covenant Agreements (as defined in the Business Combination Agreement) with each of the Key Executives (as defined in the Business Combination Agreement) shall be in full force and effect at Closing; (e) the Target’s unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Target and its Subsidiaries as of and for the nine-month period ended September 30, 2023, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant shall have been provided; and (f) all closing deliveries required by the Business Combination Agreement shall have been delivered. Conditions to Obligations of the Target at Closing The obligation of the Target to consummate is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Target: (a) subject to certain qualifications and exceptions in each: (i) the representations and warranties of DUET regarding the capitalization of DUET shall be true and correct as of the Closing, (ii) DUET’s Fundamental Representations (as defined in the Business Combination Agreement) other than those regarding the capitalization of DUET shall be materially true and correct as of date of the Closing, subject to certain exceptions, and (iii) each of the representations and warranties of DUET contained in the Business Combination Agreement other than those regarding organization, due authorization, absence of changes, capitalization, and brokers’ fees shall be true and correct as of Closing; (b) the Class A Common Stock shall remain listed on the Nasdaq Global Market; and (c) each of the covenants of DUET to be performed as of or prior to the Closing shall have materially been performed. Termination The Business Combination Agreement may be terminated and the transactions therein may be abandoned: (a) by DUET pursuant to a failure of the Target to deliver timely the PCAOB Financials, or comply with the requests of DUET during the Due Diligence Period; (b) by DUET if the Proxy/Registration Statement is not declared effective or such effectiveness is materially delayed due to any action or omission by the Target; (c) by the Target if DUET is delisted from the Nasdaq Global Market for any reason other than a breach by the Target or Legacy Shareholders of obligations to the Business Combination Agreement; (d) by mutual written consent of all Parties; (e) by DUET or the Target if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or order that is then in effect and which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits their consummation; (f) by DUET if (i) there is a breach of any representation, warranty, covenant or agreement on the part of the Target, such that the conditions obligating DUET to close would not be satisfied, subject to a 30 day cure period for the Target, or (ii) the Closing has not occurred on or before the date on which the DUET charter expires and the Parties agree it shall not be extended (the “Agreement End Date”), unless DUET is in material breach of the Business Combination Agreement; (g) by DUET if the original certificates for the Target duly endorsed for transfer to DUET have not been submitted for exchange along with duly executed Share Exchange Agreements from the Target Shareholders by the date of the DUET Stockholders’ Meeting; (h) by the Target by written notice to DUET if (i) there is any breach of any representation, warranty, covenant or agreement on the part DUET set forth in the Business Combination Agreement, such that the conditions obligating the Target to close would not be satisfied at Closing, subject to a 30 day cure period for DUET upon notice, or (ii) the Closing has not occurred on or before the Agreement End Date, unless the Target is in material breach of the Business Combination Agreement; or (i) if the resolution of outstanding accrued underwriting fees payable to EF Hutton, division of Benchmark Investments LLC, are not resolved, in a manner satisfactory to both DUET and the Target before the Closing. In the event the Business Combination Agreement is terminated pursuant to (a), (b) or (f) above, the Target shall pay DUET $ 3,500,000 The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. 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. Going Concern, Liquidity and Capital Resources As of March 31, 2024, the Company had $ 16,661 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 1,442,402 We currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the business combination, however this cannot be guaranteed. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
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. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024 (the “Annual Report”), which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in mutual funds. At March 31, 2024 and December 31, 2023, the balance in the Trust Account was $ 14,448,590 13,979,449 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 Initial Public Offering and that were charged to stockholders’ deficit 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 no unrecognized tax benefits as of March 30, 2024 and December 31, 2023 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. Our effective tax rate was 33.40 68.93 21 Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, and is therefore classified as temporary equity on the unaudited condensed balance sheets. If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2024 and December 31, 2023, the Class A Common Stock subject to possible redemption reflected on the unaudited condensed balance sheet is reconciled in the following table: SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET March 31, December 31, 2024 2023 Redeemable Class A Common Stock – Opening Balance $ 13,025,860 $ 87,543,750 Less: Redemption of Class A common stock, including interest - (78,549,722 ) Plus: Re-measurement of carrying value to redemption value - 4,031,832 Redeemable Class A Common Stock - Ending Balance $ 13,025,860 $ 13,025,860 Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (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 The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: SCHEDULE OF NET LOSS PER SHARE 2024 2023 For the three months ended 2024 2023 Net income $ 132,838 $ 225,923 Accretion of carrying value to redemption value (166,834 ) - Net income including accretion of carrying value to redemption value $ (33,996 ) $ 225,923 SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income(loss) per share: Numerators: Allocation of net income(loss) including carrying value to redemption value $ 375,706 $ (242,868 ) $ 380,279 $ (154,356 ) Accretion of carrying value to redemption value (166,834 ) - - - Allocation of net income $ 208,872 $ (242,868 ) $ 380,279 $ (154,356 ) Denominators: Weighted-average shares outstanding 1,283,336 2,632,500 8,625,000 2,632,500 Basic and diluted net income(loss) per share $ 0.16 $ (0.09 ) $ 0.04 $ (0.06 ) Concentration of Credit Risk Financial instruments that potentially subject to concentration of credit risk consist of cash and cash held in trust. Cash is comprised of cash balances with banks and bank deposits, which are insured by the Federal Deposit Insurance Company (“FDIC”), up to $ 250,000 250,000 250,000 14,198,590 13,729,449 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 unaudited condensed balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Level March 31, 2024 December 31, 2023 Assets: Cash and marketable securities held in trust account 1 $ 14,448,590 $ 13,979,449 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified in the unaudited condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheets date. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the Warrants qualify for equity treatment in the Company’s unaudited condensed financial statements. 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 unaudited condensed financial statements. Risks and Uncertainties Management has evaluated 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, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Furthermore, sustained uncertainty about, or worsening of, geopolitical tensions, including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade. As a result, 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 these events 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in April 2023 and December 2023; as a result, the Company recorded $ 785,497 |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2024 | |
Regulated Operations [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company offered for sale up to 8,625,000 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
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 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 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 On July 6, 2023, the Company issued a promissory note (the “Promissory Note”) in the principal amount of $ 1,500,000 10.00 1,442,402 1,242,500 As described in Note 1, on April 19, 2023, the Stockholders of the Company approved the Extension Amendment and the Trust Amendment to allow the Company to extend the deadline from April 24, 2023 to January 24, 2024, or such earlier date as determined by the board of directors, pursuant to nine one-month extensions, provided that (i) the Sponsor or its affiliates or permitted designees will deposit into the Trust Account the lesser of (x) $ 175,000 0.055 1,090,000 Convertible Note Purchase Agreement On July 6, 2023, DUET Partners LLC (the “Sponsor”) and Fenix entered into a convertible note purchase agreement (the “Note Purchase Agreement”), pursuant to which Fenix agreed to loan $ 200,000 800,000 500,000 1,500,000 The Note Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party thereto. The representations and warranties contained therein were made only for the purposes of the Note Purchase Agreement, and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain limitations set forth therein. The Fenix Notes are due and payable by the Sponsor upon the closing of the Proposed Business Combination between the Company and Fenix (the “Maturity Date”). The Fenix Notes are convertible into common stocks of the Company pursuant to terms that will be set forth in the Definitive Agreement. The Fenix Notes will be cancelled and the principal amount of the loans disbursed by the Sponsor to the Company (as described below in the section titled “ Promissory Note The issuance of the Fenix Notes will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 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 the Sponsor $ 10,000 15-month period 2,330 30,000 30,000 nil |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
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 common stocks 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 stocks). 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_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Class A Common Stock 100,000,000 0.0001 476,250 1,283,336 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 stocks 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 stocks issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stocks 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 stocks issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stocks until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stocks 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 common stocks 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 common stocks 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 after the balance sheet date. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than what is listed below: On April 24, 2024, the Company caused to be deposited $ 40,000 April 24, 2024 to May 24, 2024 On May 6, 2024, as previously disclosed, the Company received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, for the last 30 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $ 50 The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C) (the “Compliance Period Rule”), the Company has a period of 180 calendar days from the date of the Notice, or until November 5, 2024 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, the Company’s securities will continue to trade on The Nasdaq Global Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $ 50 If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Staff will provide a written notification to the Company that its securities are subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. Additionally, the Company may consider applying to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). However, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria. On May 7, 2024, DUET Acquisition Corp., a Delaware corporation (the “Company”) caused to be deposited $ 40,000 May 24, 2024 to June 24, 2024 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024 (the “Annual Report”), which contains the audited financial statements and notes thereto. The financial information as of December 31, 2023 is derived from the audited financial statements presented in the Company’s Annual Report. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in mutual funds. At March 31, 2024 and December 31, 2023, the balance in the Trust Account was $ 14,448,590 13,979,449 |
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 Initial Public Offering and that were charged to stockholders’ deficit 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 no unrecognized tax benefits as of March 30, 2024 and December 31, 2023 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. Our effective tax rate was 33.40 68.93 21 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, and is therefore classified as temporary equity on the unaudited condensed balance sheets. If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2024 and December 31, 2023, the Class A Common Stock subject to possible redemption reflected on the unaudited condensed balance sheet is reconciled in the following table: SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET March 31, December 31, 2024 2023 Redeemable Class A Common Stock – Opening Balance $ 13,025,860 $ 87,543,750 Less: Redemption of Class A common stock, including interest - (78,549,722 ) Plus: Re-measurement of carrying value to redemption value - 4,031,832 Redeemable Class A Common Stock - Ending Balance $ 13,025,860 $ 13,025,860 |
Net income (loss) per share | Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (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 The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: SCHEDULE OF NET LOSS PER SHARE 2024 2023 For the three months ended 2024 2023 Net income $ 132,838 $ 225,923 Accretion of carrying value to redemption value (166,834 ) - Net income including accretion of carrying value to redemption value $ (33,996 ) $ 225,923 SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income(loss) per share: Numerators: Allocation of net income(loss) including carrying value to redemption value $ 375,706 $ (242,868 ) $ 380,279 $ (154,356 ) Accretion of carrying value to redemption value (166,834 ) - - - Allocation of net income $ 208,872 $ (242,868 ) $ 380,279 $ (154,356 ) Denominators: Weighted-average shares outstanding 1,283,336 2,632,500 8,625,000 2,632,500 Basic and diluted net income(loss) per share $ 0.16 $ (0.09 ) $ 0.04 $ (0.06 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject to concentration of credit risk consist of cash and cash held in trust. Cash is comprised of cash balances with banks and bank deposits, which are insured by the Federal Deposit Insurance Company (“FDIC”), up to $ 250,000 250,000 250,000 14,198,590 13,729,449 |
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 unaudited condensed balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Level March 31, 2024 December 31, 2023 Assets: Cash and marketable securities held in trust account 1 $ 14,448,590 $ 13,979,449 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed statements of operations. Derivative assets and liabilities are classified in the unaudited condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheets date. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the Warrants qualify for equity treatment in the Company’s unaudited condensed financial statements. |
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 unaudited condensed financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management has evaluated 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, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Furthermore, sustained uncertainty about, or worsening of, geopolitical tensions, including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade. As a result, 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 these events 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in April 2023 and December 2023; as a result, the Company recorded $ 785,497 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET | As of March 31, 2024 and December 31, 2023, the Class A Common Stock subject to possible redemption reflected on the unaudited condensed balance sheet is reconciled in the following table: SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET March 31, December 31, 2024 2023 Redeemable Class A Common Stock – Opening Balance $ 13,025,860 $ 87,543,750 Less: Redemption of Class A common stock, including interest - (78,549,722 ) Plus: Re-measurement of carrying value to redemption value - 4,031,832 Redeemable Class A Common Stock - Ending Balance $ 13,025,860 $ 13,025,860 |
SCHEDULE OF NET LOSS PER SHARE | The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following: SCHEDULE OF NET LOSS PER SHARE 2024 2023 For the three months ended 2024 2023 Net income $ 132,838 $ 225,923 Accretion of carrying value to redemption value (166,834 ) - Net income including accretion of carrying value to redemption value $ (33,996 ) $ 225,923 |
SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE | SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income(loss) per share: Numerators: Allocation of net income(loss) including carrying value to redemption value $ 375,706 $ (242,868 ) $ 380,279 $ (154,356 ) Accretion of carrying value to redemption value (166,834 ) - - - Allocation of net income $ 208,872 $ (242,868 ) $ 380,279 $ (154,356 ) Denominators: Weighted-average shares outstanding 1,283,336 2,632,500 8,625,000 2,632,500 Basic and diluted net income(loss) per share $ 0.16 $ (0.09 ) $ 0.04 $ (0.06 ) |
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Level March 31, 2024 December 31, 2023 Assets: Cash and marketable securities held in trust account 1 $ 14,448,590 $ 13,979,449 |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | |||||||||
May 07, 2024 | Apr. 24, 2024 | Mar. 19, 2024 | Feb. 16, 2024 | Dec. 19, 2023 | Dec. 18, 2023 | Apr. 19, 2023 | Jan. 24, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Deferred underwriting commissions | $ 2,587,500 | $ 2,587,500 | ||||||||
Proceeds from offering and private placements | $ 87,543,750 | |||||||||
Cash in trust account | 818,211 | 14,100,000 | ||||||||
Cash in operating bank | 16,661 | $ 87,134 | ||||||||
Working capital | $ 5,535,801 | |||||||||
Redemption percentage | 100% | |||||||||
Share price available for distribution for public offering price per unit | $ 10 | |||||||||
Redemption of shares | 100,000,000 | 100,000,000 | ||||||||
Temporary equity, redemption price per share | $ 10.15 | $ 10.15 | ||||||||
Domestication, shares conversion description | (a) each share of DUET’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one ordinary share of DUET (the “DUET Ordinary Shares”), (b) each share of DUET’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one DUET Ordinary Share, (c) each warrant of DUET that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one DUET Ordinary Share at an exercise price of $11.50 per share on the terms | |||||||||
Deposit of ordinary shares into escrow | 4,500,000 | |||||||||
Business combination termination fee | $ 3,500,000 | |||||||||
Working capital loan | $ 1,442,402 | |||||||||
Promissory note repaid | 193,535 | |||||||||
Duet Partners LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Shares issued, price per share | $ 10.15 | |||||||||
Proceeds from issuance of shares | $ 25,000 | |||||||||
Working capital loan | $ 190,478 | |||||||||
Extension Amendment and Trust Amendment [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Percentage of repurchase of equity | 100% | 100% | ||||||||
Deposits | $ 40,000 | $ 175,000 | ||||||||
Share price | $ 0.04 | $ 0.055 | ||||||||
Payments for deposits | $ 40,000 | $ 40,000 | $ 80,000 | |||||||
Business combination, extension date | Apr. 24, 2024 | Mar. 24, 2024 | Feb. 24, 2024 | |||||||
Extension Amendment and Trust Amendment [Member] | Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Payments for deposits | $ 40,000 | $ 40,000 | ||||||||
Business combination, extension date | May 24, 2024 | |||||||||
Business Combination Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Shares issued, price per share | $ 10 | |||||||||
Number of shares issued for acquisitions | 61,000,000 | |||||||||
Number of shares issued acquisitions, value | $ 610,000,000 | |||||||||
Duet Partners LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Business acquistion, ownership interest percentage | 50% | |||||||||
Duet Partners LLC [Member] | Minimum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Business acquistion, ownership interest percentage | 80% | |||||||||
Common Class A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Common Class A [Member] | Extension Amendment and Trust Amendment [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Redemption of shares | 3,760,678 | |||||||||
Temporary equity, redemption price per share | $ 10.95 | |||||||||
Shares redeemed value | $ 41,200,000 | |||||||||
IPO [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Proceeds from sale of units | $ 1,293,750 | |||||||||
Shares issued, price per share | $ 10 | |||||||||
Transaction costs | 4,374,016 | |||||||||
Cash underwriting fees | 1,293,750 | |||||||||
Deferred underwriting fees | 2,587,500 | |||||||||
Other costs | $ 492,766 | |||||||||
Intangible assets net | $ 5,000,001 | |||||||||
IPO [Member] | Common Class A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of stock units issued | 7,500,000 | |||||||||
Number of units issued, at par value | $ 10 | |||||||||
Proceeds from sale of units | $ 75,000,000 | |||||||||
Offering costs | 5,161,516 | |||||||||
Deferred underwriting commissions | $ 2,250,500 | |||||||||
Private Placement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of stock units issued | 390,000 | |||||||||
Offering costs | $ 3,900,000 | |||||||||
Shares issued, price per share | $ 10 | |||||||||
Private Placement [Member] | Duet Partners LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
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 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of stock units issued | 1,125,000 | |||||||||
Number of units issued, at par value | $ 10 | |||||||||
Proceeds from sale of units | $ 11,250,000 | |||||||||
Offering costs | 506,250 | |||||||||
Deferred underwriting commissions | $ 337,500 | |||||||||
Units description | Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share | |||||||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
Shares issued, price per share | $ 11.50 | |||||||||
Private Placement One [Member] | Duet Partners LLC [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of stock units issued | 33,750 | |||||||||
Proceeds from sale of private placement units | $ 337,500 |
SCHEDULE OF CLASS A COMMON STOC
SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Redeemable Class A Common Stock – Opening Balance | $ 13,025,860 | $ 87,543,750 |
Redemption of Class A common stock, including interest | (78,549,722) | |
Re-measurement of carrying value to redemption value | 4,031,832 | |
Redeemable Class A Common Stock - Ending Balance | $ 13,025,860 | $ 13,025,860 |
SCHEDULE OF NET LOSS PER SHARE
SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Net income | $ 132,838 | $ 225,923 |
Accretion of carrying value to redemption value | (166,834) | |
Net income including accretion of carrying value to redemption value | $ (33,996) | $ 225,923 |
SCHEDULE OF NET INCOME (LOSS) B
SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accretion of carrying value to redemption value | $ (166,834) | |
Redeemable Common Stock [Member] | ||
Allocation of net income(loss) including carrying value to redemption value | 375,706 | 380,279 |
Accretion of carrying value to redemption value | (166,834) | |
Allocation of net income | $ 208,872 | $ 380,279 |
Weighted-average shares outstanding, basic | 1,283,336 | 8,625,000 |
Weighted-average shares outstanding, diluted | 1,283,336 | 8,625,000 |
Basic net income (loss) per share | $ 0.16 | $ 0.04 |
Diluted net income (loss) per share | $ 0.16 | $ 0.04 |
Non Redeemable Common Stock [Member] | ||
Allocation of net income(loss) including carrying value to redemption value | $ (242,868) | $ (154,356) |
Accretion of carrying value to redemption value | ||
Allocation of net income | $ (242,868) | $ (154,356) |
Weighted-average shares outstanding, basic | 2,632,500 | 2,632,500 |
Weighted-average shares outstanding, diluted | 2,632,500 | 2,632,500 |
Basic net income (loss) per share | $ (0.09) | $ (0.06) |
Diluted net income (loss) per share | $ (0.09) | $ (0.06) |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Cash and marketable securities held in trust account | $ 14,448,590 | $ 13,979,449 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash equivalents | $ 0 | $ 0 | |
Marketable securities | $ 14,448,590 | 13,979,449 | |
Effective tax rate | 33.40% | 68.93% | |
Statutory tax rate | 21% | 21% | |
Cash, FDIC insured amount | $ 250,000 | ||
Cash, SIPC insured amount | 250,000 | ||
Cash collateral for borrowed securities | 250,000 | ||
Securities in excess amount | 14,198,590 | $ 13,729,449 | |
Excise tax liability | $ 785,497 | ||
Common Class B [Member] | |||
Common stock subject to forfeiture of shares | 281,250 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of common stock issued | shares | 8,625,000 |
Shares issued price per share | $ 10 |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | |
Number of stock units issued | shares | 390,000 |
Share price per share | $ / shares | $ 10 |
Incurring offering costs | $ | $ 3,900,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Jul. 06, 2023 | Oct. 17, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 18, 2023 | Apr. 19, 2023 | |
Related Party Transaction [Line Items] | |||||||
Conversion price per share | $ 10 | ||||||
Working capital loan | $ 1,442,402 | ||||||
Long term debt | 1,090,000 | $ 1,090,000 | |||||
Administrative services amount | 2,330 | $ 30,000 | |||||
Accrued administrative expense | 30,000 | ||||||
Extension Amendment and Trust Amendment [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Deposits | $ 40,000 | $ 175,000 | |||||
Share issued price per share | $ 0.04 | $ 0.055 | |||||
Convertible Note Purchase Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt instrument, face amount | $ 1,500,000 | ||||||
Cash received from convertible loan | 200,000 | ||||||
Additional issuance of loan | 800,000 | ||||||
Loan funds | $ 500,000 | ||||||
Administrative Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment to sponsor | $ 10,000 | ||||||
Payment period | 15-month period | ||||||
Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion price per share | $ 10 | ||||||
Debt instrument, face amount | $ 1,500,000 | ||||||
Working capital loan | $ 1,442,402 | $ 1,242,500 | |||||
Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Notes amount available for conversion | $ 1,500,000 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Shares issued, price per share | $ 12 | ||||||
Duet Partners LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of aggregate purchased shares | 2,156,250 | ||||||
Value of aggregate purchased shares | $ 25,000 | ||||||
Shares issued, price per share | $ 10.15 | ||||||
Working capital loan | $ 190,478 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 24, 2022 | Mar. 31, 2024 | |
IPO [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from public offering | $ 1,293,750 | |
Number of common stock issued | 8,625,000 | |
IPO [Member] | Common Class A [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from public offering | $ 75,000,000 | |
Underwriting Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Purchase of additional offers percentage | 15% | |
Underwriting discount percentage | 1.50% | |
Proceeds from public offering | $ 2,587,500 | |
Deferred underwriting fee percentage | 3% | |
Underwriting Agreement [Member] | Common Class A [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Number of common stock issued | 86,250 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 17, 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] | |||
Shares issued, price per share | $ 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 | |
Common stock, shares issued | 476,250 | 476,250 | |
Common stock, shares outstanding | 476,250 | 476,250 | |
Common stock, shares redemption | 1,283,336 | 1,283,336 | |
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 issued | 2,156,250 | 2,156,250 | |
Common stock, shares outstanding | 2,156,250 | 2,156,250 | |
Shares issued, price per share | $ 12 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 07, 2024 | May 06, 2024 | Apr. 24, 2024 | Mar. 19, 2024 | Feb. 16, 2024 | Dec. 19, 2023 |
Extension Amendment and Trust Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments for deposits | $ 40,000 | $ 40,000 | $ 80,000 | |||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares, value | $ 50,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares, value | $ 50,000,000 | |||||
Subsequent Event [Member] | Extension Amendment and Trust Amendment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments for deposits | $ 40,000 | $ 40,000 | ||||
Business combination, extension date | May 24, 2024 to June 24, 2024 | April 24, 2024 to May 24, 2024 |