Current Report Filing (8-k)
April 24 2023 - 4:31PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 19, 2023
DUET
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-41237 |
|
87-2744116 |
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
V03-11-02,
Designer Office,
V03,
Lingkaran SV, Sunway Velocity,
Kuala
Lumpur, Malaysia 55100
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code +60-3-9201-1087
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Units, each consisting
of one share of Class A Common Stock and one Redeemable Warrant |
|
DUETU |
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The Nasdaq Stock Market
LLC |
Class A Common Stock, $0.0001
par value per share |
|
DUET |
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The Nasdaq Stock Market
LLC |
Redeemable Warrants, each
warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
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DUETW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
Amendment
of Trust Agreement
On
January 24, 2022, DUET Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public
offering (the “Offering”). In connection therewith, the Company entered into an Investment Management Trust
Agreement, dated January 19, 2022 (the “Trust Agreement”), by and between the Company and Continental Stock
Transfer & Trust Company, as trustee (“Continental”), which Trust Agreement governs the trust account in
which a portion of the proceeds of the Offering were placed (the “Trust Account”). The form of the Trust Agreement
was initially filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-261494) for the Offering.
On
April 19, 2023, at 8:00 a.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/duetcorp/2023,
pursuant to due notice (the “Special Meeting”). At the Special Meeting, the stockholders of the Company entitled
to vote at the meeting cast their votes and approved a proposal to amend the Trust Agreement to allow the Company to extend the date
on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination by an additional
nine months, pursuant to nine one-month extensions, from April 24, 2023 to January 24, 2024 (the “Trust Amendment”)
by depositing into the Trust Account the lesser of (i) $175,000 or (ii) $0.055 per share for each public share that is not redeemed in
connection with the Special Meeting for each such one-month extension, unless the closing of the Company’s initial business combination
shall have occurred. The procedures in the Trust Amendment conform to the procedures contained in an amendment to the Company’s
Amended and Restated Certificate of Incorporation (the “Charter Amendment”) that was also approved by the Company’s
stockholders at the Special Meeting and is described under Item 5.03 below, which description is incorporated herein by reference. The
Company and Continental entered into the Trust Amendment on April 20, 2023.
The
foregoing summary of the Trust Amendment is qualified by the full text of Amendment No. 1 to the Investment Management Trust Agreement
dated April 20, 2023 by and between the Company and Continental, included as Exhibit 10.1 hereto and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
April 21, 2023, the Company deposited an aggregate of $175,000 (the “Extension Payment”) into the Trust
Account, representing approximately $0.03 per public share remaining outstanding after the redemptions described below, which enables
the Company to extend the period of time it has to consummate its initial business combination by one month from April 24, 2023 to May
24, 2023 (the “First Extension”). The First Extension is the first of up to nine monthly extensions permitted
under the Company’s Amended and Restated Certificate of Incorporation, as amended by the Charter Amendment, as discussed in Items
5.03 and 5.07 of this report.
Item
3.03. Material Modification to Rights of Security Holders.
Amendment
to Certificate of Incorporation
As
described in Item 5.03 below, which description is incorporated herein by reference, the stockholders of the Company approved the Charter
Amendment at the Special Meeting, and the Company subsequently filed the Charter Amendment with the Secretary of State of the State of
Delaware on April 20, 2023.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
stockholders of the Company approved the Charter Amendment at the Special Meeting, changing the structure and cost of the Company’s
right to extend the date (the “Termination Date”) by which the Company must (i) consummate a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more
businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii)
redeem or repurchase 100% of the shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class
A Common Stock”), included as part of the units sold in the Offering.
The
Charter Amendment allows the Company to extend the Termination Date 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) DUET Partners, LLC, the Company’s
sponsor (the “Sponsor”), or its affiliates or permitted designees deposit into the Trust Account the lesser
of (x) $175,000 or (y) $0.055 per share for each public share that was not redeemed in connection with the Special Meeting for each such
one-month extension (each an “Extension”) by the applicable deadline, unless the closing of the Company’s
initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation
of a business combination and (ii) the procedures relating to any such Extension, as set forth in the Trust Agreement, as amended by
the Trust Amendment, shall have been complied with. If following an Extension, the Termination Date, as extended, falls on a day that
is not a business day, such extended Termination Date will be automatically extended to the next succeeding business day.
Following
receipt of stockholder approval of the Charter Amendment, the Company filed the Charter Amendment with the Secretary of State of the
State of Delaware on April 20, 2023. The foregoing summary is qualified by the full text of the Charter Amendment, which is included
as Exhibit 3.1 hereto and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
April 19, 2023, at 8:00 a.m. ET, the Company held a virtual special meeting of its stockholders at https://www.cstproxy.com/duetcorp/2023,
pursuant to due notice. On the record date of March 16, 2023, there were 11,257,500 shares of common stock outstanding and entitled to
vote at the Special Meeting. At the Special Meeting, the stockholders of the Company voted on two of the three proposals presented, the
Extension Amendment Proposal and the Trust Amendment Proposal, each as described in the proxy statement dated March 24, 2023. The stockholders
of the Company entitled to vote at the Special Meeting cast their votes as described below:
Proposal
1 - Extension Amendment Proposal
The
stockholders of the Company approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s
Amended and Restated Certificate of Incorporation to extend the date by which the Company must (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% of the Company’s Class A Common Stock included as part of the units sold in the Offering 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
or (y) $0.055 per share for each public share that was not redeemed in connection with the Special Meeting for each such one-month extension,
unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured
promissory note payable upon consummation of a business combination and (ii) the procedures relating to any such extension, as set forth
in the Trust Agreement, shall have been complied with. The following is a tabulation of the voting results:
Common
Stock:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
9,328,444
(82.9%) |
|
440,277
(3.9%) |
|
— |
|
— |
Proposal
2 - Trust Amendment Proposal
The
stockholders of the Company approved the proposal (the “Trust Amendment Proposal”) to amend the Trust Agreement
to allow the Company to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial
business combination for an additional nine months, pursuant to nine one-month extensions, from April 24, 2023 to January 24, 2024, by
depositing into the Trust Account the lesser of (x) $175,000 or (y) $0.055 per share for each public share that was not redeemed in connection
with the Special Meeting for each such one-month extension, unless the closing of the Company’s initial business combination shall
have occurred. The following is a tabulation of the voting results:
Common
Stock:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
9,328,444
(82.9%) |
|
440,277
(3.9%) |
|
— |
|
— |
Proposal
3 – Adjournment Proposal
The
third proposal to adjourn the Special Meeting (the “Adjournment Proposal”), was not presented at the Special
Meeting because the Extension Amendment Proposal and the Trust Amendment Proposal received sufficient favorable votes to be adopted.
Item
7.01. Regulation FD Disclosure.
A
press release describing the results of the Special Meeting and the Company’s intention to obtain the First Extension to the Termination
Date is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The
foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange
Act.
Item 8.01. Other Events.
Redemption
of Public Shares
In
connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of
3,580,986 shares of the Company’s Class A Common Stock exercised their right to redeem those shares for cash at an approximate
price of $10.38 per share, for an aggregate of approximately $37.2 million. Following the payment of the redemptions, the Trust Account
will have a balance of approximately $52.4 million before the Extension Payment.
Item 9.01. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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DUET Acquisition Corp. |
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Date:
April 24, 2023 |
By: |
/s/ Yeoh
Oon Lai |
|
|
Yeoh Oon Lai |
|
|
Co-Chief Executive Officer |
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