United States securities and exchange commission logo
December 15, 2022
Lee Keat Hin
Chief Financial Officer
DUET Acquisition Corp.
V03-11-02, Designer Office
V03, Lingkaran SV, Sunway Velocity,
Kuala Lumpur, Malaysia
Re: DUET Acquisition
Corp.
Form 10-K for the
fiscal year ended December 31, 2021
Filed March 30,
2022
File No. 001-41237
Dear Lee Keat Hin:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K filed March 30, 2022
Report of independent registered public accounting firm, page F-2
1. Please obtain and
revise your filing to include an auditor's report that contains the three
missing dates in the
first paragraph of the report.
Lee Keat Hin
FirstName LastNameLee
DUET Acquisition Corp. Keat Hin
Comapany15,
December NameDUET
2022 Acquisition Corp.
December
Page 2 15, 2022 Page 2
FirstName LastName
General
2. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your
disclosure in future
filings to include disclosure that addresses how this fact could
impact your ability to
complete your initial business combination. For instance, discuss the
risk to investors that
you may not be able to complete an initial business combination with a
U.S. target
company should the transaction be subject to review by a U.S.
government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or
ultimately
prohibited. Disclose that as a result, the pool of potential targets
with which you could
complete an initial business combination may be limited. Further,
disclose that the time
necessary for government review of the transaction or a decision to
prohibit the
transaction could prevent you from completing an initial business
combination and require
you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses
of the investment opportunity in a target company, any price
appreciation in the combined
company, and the warrants, which would expire worthless. Please
include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Peter McPhun at 202-551-3581 or Robert Telewicz at
202-551-
3438 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction