UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to_______

Commission File Number: 001-41237

DUET Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

87-2744116

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

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: (914) 316-4805

Not applicable

(Former name or former address, if changed since last report)

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	The Nasdaq Global Market LLC

Class A Common Stock, $0.0001 par value per share	DUET	The Nasdaq Global Market LLC

Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	DUETW	The Nasdaq Global Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2024, there were 1,759,586 shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), and 2,156,250 shares of the Company’s Class B Common Stock, $0.0001 par value per share, issued and outstanding (the “Class B Common Stock”).

		Page
PART I - FINANCIAL INFORMATION:		1

Item 1.	Financial Statements:	1
	Condensed Balance Sheets as of June 30, 2024 (Unaudited) and as of December 31, 2023	1
	Condensed Statements of Operations for the three and the six months ended June 30, 2024 and 2023 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and the six months ended June 30, 2024 and 2023 (Unaudited)	3
	Condensed Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II - OTHER INFORMATION:		36

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DUET ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30, 2024 (unaudited)			December 31, 2023 (audited)
ASSETS
Current Assets
Cash	$	3,055		$	87,134
Prepaid expense		500			-
Total Current Assets	$	3,555		$	87,134

Cash and Marketable Securities held in trust account		14,588,710			13,979,449

Total Assets	$	14,592,265		$	14,066,583

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	2,010,264		$	1,914,504
Account payable		161,747			168,747
Amount due to related party		-			2,009
Franchise tax payable		16,463			19,713
Income tax payable		28,966			63,662
Excise tax liability		785,497			785,497
Extension loan		1,370,000			1,090,000
Working capital loan		1,303,842			1,242,500
Total Current Liabilities		5,676,779			5,286,632

Deferred underwriter commission		2,587,500			2,587,500

Total Liabilities		8,264,279			7,874,132

Commitments and Contingencies (Note 6)		-			-

Class A common stock subject to possible redemption; 1,283,336 shares (at $11.25 and $10.15 per share)		14,443,281			13,025,860

Stockholders’ Deficit
Preference Shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 476,250 shares issued and outstanding (excluding 1,283,336 shares subject to possible redemption, respectively)		48			48
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,156,250 shares issued and outstanding		216			216
Common stock, value		216			216
Additional paid-in capital		-			-
Accumulated deficit		(8,115,559	)		(6,833,673	)
Total Stockholders’ Deficit		(8,115,295	)		(6,833,409	)
Total Liabilities and Stockholders’ Deficit	$	14,592,265		$	14,066,583

The accompanying notes are an integral part of these unaudited condensed financial statements.

DUET ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(UNAUDITED)

	2024			2023			2024			2023
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023

Formation and operating costs	$	(65,085	)	$	(1,017,814	)	$	(348,422	)	$	(1,452,332	)
Franchise tax		(32,640	)		(50,000	)		(65,280	)		(100,000	)
Loss from Operations		(97,725	)		(1,067,814	)		(413,702	)		(1,552,332	)

Other Income
Interest earned on marketable securities held in trust account		190,400			850,973			683,202			1,736,977
Net Income (Loss) before income tax provision		92,675			(216,841	)		269,500			184,644
Income tax provision		(89,978	)		(168,204	)		(133,966	)		(343,765	)
Net Income (Loss)	$	2,697		$	(385,045	)	$	135,534		$	(159,121	)

Weighted average shares outstanding of Class A common stock		1,283,336			5,760,211			1,283,336			7,192,606
Basic and diluted net income (loss) per common stock	$	(0.02	)	$	0.00		$	0.27		$	0.05
Weighted average shares outstanding of Class B common stock		2,632,500			2,632,500			2,632,500			2,632,500
Basic and diluted net loss per common stock	$	(0.05	)	$	(0.15	)	$	(0.14	)	$	(0.19	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

DUET ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(UNAUDITED)

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Class A				Class B				Additional					Total
	Common Stock				Common Stock				Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance – December 31, 2023 (audited)		476,250		48		2,156,250	$	216	$	-	$	(6,833,673	)	$	(6,833,409	)
Net income		-		-		-		-		-		132,838			132,838
Remeasurement of Class A common stock subject to possible redemption		-		-		-		-		-		(1,229,640	)		(1,229,640	)
Balance – March 31, 2024 (unaudited)		476,250		48		2,156,250		216		-		(7,930,475	)		(7,930,211	)
Remeasurement of Class A common stock subject to possible redemption		-		-		-		-		-		(187,781	)		(187,781	)
Net income		-		-		-		-		-		2,697			2,697
Balance – June 30, 2024 (unaudited)		476,250	$	48		2,156,250	$	216		-	$	(8,115,559	)	$	(8,115,295	)

	Class A				Class B				Additional					Total
	Common Stock				Common Stock				Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance – December 31, 2022 (audited)		476,250		48		2,156,250	$	216	$	-	$	(2,239,115	)	$	(2,238,851	)
Net income		-		-		-		-		-		225,923			225,923
Balance – March 31, 2023 (unaudited)		476,250		48		2,156,250		216		-		(2,013,192	)		(2,012,928	)
Balance		476,250		48		2,156,250		216		-		(2,013,192	)		(2,012,928	)
Remeasurement of Class A Common Stock Subject to Redemption		-		-		-		-		-		(820,319	)		(820,319	)
Net loss		-		-		-		-		-		(385,045	)		(385,045	)
Net income (loss)		-		-		-		-		-		(385,045	)		(385,045	)
Balance – June 30, 2023 (unaudited)		476,250	$	48		2,156,250	$	216	$	-	$	(3,218,556	)	$	(3,218,292	)
Balance		476,250	$	48		2,156,250	$	216	$	-	$	(3,218,556	)	$	(3,218,292	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

DUET ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(UNAUDITED)

	2024			2023
	For the Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:
Net income (loss)	$	135,534		$	(159,121	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account		(683,202	)		(1,736,977	)
Interest withdrawn from the Trust Account		273,942			620,245
Changes in operating assets and liabilities:
Prepaid expense		(500	)		-
Accounts payable		(7,000	)		(13,773	)
Accrued expenses		95,760			1,041,184
Amount due to related parties		(2,009	)		-
Franchise tax payable		(3,250	)		(180,493	)
Income tax payable		(34,696	)		58,765
Net cash used in operating activities		(225,421	)		(370,170	)

Cash flows from investing activities:
Cash withdrawn from Trust Account in connection with redemption		-			36,347,008
Investment of cash in Trust Account		(200,000	)		(525,000	)
Net cash provided by (used in ) investing activities		(200,000	)		35,822,008

Cash flows from financing activities:
Proceeds from working capital loan		231,342			932,500
Proceeds from Extension Loan		120,000			-
Redemption of Class A common stock		-			(36,347,008	)
Repayment of working capital loan		(10,000	)		-
Net cash provided by (used in) financing activities		341,342			(35,414,508	)

Net change in cash		(84,079	)		37,330
Cash at the beginning of the period		87,134			27,066
Cash at the end of the period	$	3,055		$	64,396

Supplemental disclosure of non-cash investing and financing activities:
Remeasurement of Class A ordinary shares subject to redemption	$	(1,417,421	)	$	820,319

The accompanying notes are an integral part of these unaudited condensed financial statements.

DUET ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 June 30, 2024, the Company had not commenced any operations. All activity for the period from September 20, 2021 (inception) through June 30, 2024, relates to the Company’s formation, the initial public offering and preparation for a business combination described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is DUET Partners LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022.

On January 24, 2022, the Company consummated its Initial Public Offering of 7,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $75,000,000, and incurring offering costs of $5,161,516, of which $2,250,500 was for deferred underwriting commissions.

Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 356,250 units (the “Private Placement Units”) to DUET Partners LLC, the sponsor of the Company (the “Sponsor”), at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $3,562,500 (the “Private Placement”).

Subsequently, on January 24, 2022, the Company consummated the closing of the sale of 1,125,000 additional units at a price of $10 per unit (the “Units”) upon receiving notice of the underwriters’ election to fully exercise their overallotment option (“Overallotment Units”), generating additional gross proceeds of $11,250,000 and incurred additional offering costs of $506,250, of which $337,500 are for deferred underwriting commissions. 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, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-261494).

Simultaneously with the exercise of the overallotment option, the Company consummated the Private Placement of an additional 33,750 Private Placement Units to DUET Partners LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $337,500.

A total of $87,543,750, comprised of the proceeds from the Offering and the proceeds of private placements that closed on January 20, 2022 and January 24, 2022, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.

Transaction costs of the Initial Public Offering with the exercise of the overallotment option amounted to $4,374,016 consisting of $1,293,750 of cash underwriting fees, $2,587,500 of deferred underwriting fees and $492,766 of other costs.

Following the closing of the Initial Public Offering $818,211 of cash was held outside of the Trust Account available for working capital purposes. As of June 30, 2024, we have available to us $3,055 of cash on our condensed balance sheet and a working capital deficit of $5,673,224.

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% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of 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 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

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 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% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit of $10.00.

On April 19, 2023, the Company held a virtual special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, 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 Initial Public 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.

On December 18, 2023, the Company held a virtual special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, 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 (the “Class A Common Stock”) included as part of the units sold in the Company’s initial public offering that was consummated on January 24, 2022, which we refer to as the “IPO,” from January 24, 2024 (the “Termination Date”) to January 24, 2025 or such earlier date as determined by the board of directors, pursuant to twelve one-month extensions, which we refer to as the “Extension,” and such later date, the “Extended Date,” provided that (i) the Sponsor, or its affiliates or permitted designees will deposit into the Trust Account the lesser of (x) $40,000 or (y) $0.04 per share for each public share that is not redeemed in connection with the Special Meeting for each such one-month extension commencing December 24, 2023 until January 24, 2025 unless the closing of the Company’s initial business combination shall have occurred (the “Extension Payment”) in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a b