Fenix 360 Pte Ltd (“Fenix”), a global social media company
incorporated in Singapore that is designed to provide artists and
creators with substantially enhanced compensation, tools and
control
, has signed a binding letter of intent
(the “LOI”) to be acquired by DUET Acquisition Corp. (NASDAQ:DUET)
(“DUET”), a special purpose acquisition company.
Pursuant to the LOI, the DUET will acquire 100%
of the outstanding equity interests of Fenix in a proposed business
combination (the “Proposed Business Combination”). Consummation of
the Proposed Business Combination shall be subject to the execution
of a mutually satisfactory definitive business combination
agreement by DUET and Fenix (a “Definitive Agreement”).
Pursuant to the LOI, the total consideration to
be provided to Fenix’s equity holders (including holders of stock
options) in the Proposed Business Combination will be $600,000,000,
or such other amount as agreed to by the parties and confirmed by
the independent fairness opinion provider, and approved by the
board of the DUET. Pursuant to the LOI, the parties have agreed to
work exclusively with each other, and not to entertain other
proposals and opportunities until the earlier of the signing of a
Definitive Agreement or the expiration of the LOI. The LOI also
includes customary provisions related to confidentiality and
expenses.
DUET expects to announce additional details
regarding the Proposed Business Combination when a Definitive
Agreement is executed. Completion of the Proposed Business
Combination will be subject to, among other matters, the completion
of due diligence, the negotiation of a Definitive Agreement,
satisfaction of the conditions negotiated therein and requisite
approval of the Proposed Business Transaction by board and
stockholders of the Company and Fenix, as applicable.
“The successful acquisition of Fenix will give
DUET an attractive opportunity to transform the creative &
media space and tap into digital advertising and digital commerce
market opportunities. The disruptive potential of Fenix to become a
leader in the creative and media space, for artists and fans alike,
is indeed exciting.” said Dharmendra Magasvaran, Co-Chief Executive
Officer of DUET. “We believe this strategic transaction that
focuses on the combined strengths of each organization will provide
a competitive advantage through the deep industry, business and
technology experiences across both DUET and Fenix.
Fenix’s Chief Executive Officer, Allan Klepfisz,
commented: “We are very pleased that this transaction and the
consequent planned NASDAQ listing of Fenix360 should better
position us to fulfil our serious ambitions. Our focus is to
greatly enhance the income, as well as the reach and control of
artists while providing a more engaging platform for fans and
users.”
About Fenix 360 Pte
Ltd FENIX360 is an artist centric, multi genre social
media platform that has been created to help independent artists
and creatives monetize their art much more lucratively.
Developed by a core team of founders and senior
executives, who have deep insight and experience in the worlds of
music, art and advertising, FENIX360 reflects their passion and
dedication to economically invigorate the creative landscape in the
knowledge that success of the Fenix 360 model can produce greatly
enhanced returns for artists and stakeholders and greater
satisfaction for fans & users.
About DUET Acquisition
Corp.DUET (NASDAQ: DUET) is a blank check
company, which was formed to acquire one or more businesses and
assets, via a merger, capital stock exchange, asset acquisition,
stock purchase, and reorganization. DUET was formed to effect a
business combination with middle market “enabling technology”
businesses or assets with a focus on eCommerce, FinTech, Big Data
& Analytics and Robotic Process Automation.
DUET’s Co-CEO, Dharmendra Magasvaran has deep
experience in the media and entertainment industry as well as the
consulting, digital and technology domains. DUET’s CFO, Lee Keat
Hin is an experienced senior consultant in merger & acquisition
activities. To learn more, visit www.duet-corp.com.
Additional Information and Where to Find
It
If a legally binding Definitive Agreement with
respect to the Proposed Business Combination is executed, the
Company intends to file with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4, which
will include a preliminary proxy statement/prospectus (a “Proxy
Statement/Prospectus”). A definitive Proxy Statement/Prospectus
will be mailed to the Company’s stockholders as of a record date to
be established for voting on the Proposed Business Combination. The
Company may also file other relevant documents regarding the
Proposed Business Combination with the SEC. Stockholders will also
be able to obtain copies of the registration statement and the
preliminary and definitive Proxy Statement/Prospectus (if and when
available) and all other relevant documents that are filed or that
will be filed with the SEC by the Company, without charge, at the
SEC’s website at www.sec.gov or by directing a request to: DUET
Acquisition Corp., V03-11-02, Designer Office, V03, Lingkaran SV,
Sunway Velocity, Kuala Lumpur, Malaysia 55100.
This communication may be deemed to be offering
or solicitation material in respect of the Proposed Business
Combination, which will be submitted to the Company’s stockholders
for their consideration. The Company urges investors, stockholders,
and other interested persons to carefully read, when available, the
preliminary and definitive Proxy Statement/Prospectus as well as
other documents filed or that will be filed with the SEC (including
any amendments or supplements to the Proxy Statement/Prospectus, as
applicable), in each case, before making any investment or voting
decision with respect to the Proposed Business Combination, because
these documents will contain important information about the
Company, Fenix, and the Proposed Business Combination.
No Offer or Solicitation
This release shall not constitute an offer to
sell, or a solicitation of an offer to buy, or a recommendation to
purchase, any securities in any jurisdiction, or the solicitation
of any vote, consent or approval in any jurisdiction in respect of
the Proposed Business Combination, nor shall there be any sale,
issuance or transfer of any securities in any jurisdiction where,
or to any person to whom, such offer, solicitation or sale may be
unlawful under the laws of such jurisdiction. This release does not
constitute either advice or a recommendation regarding any
securities. No offering of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended, or an exemption therefrom.
Participants in the
Solicitation
The Company and certain of its respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies, in favor of the approval of the
Proposed Business Combination related matters. Information
regarding the Company’s directors and executive officers is
contained in the Company’s Form 10-K for the year ended December
31, 2022 filed with the SEC on March 31, 2023. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the Proposed Business
Combination may be obtained by reading the preliminary and
definitive Proxy Statement/Prospectus and other relevant documents
filed with the SEC when they become available.
Forward-Looking Statements
This press release contains certain statements
that may be deemed to be “forward-looking statements” within the
federal securities laws, including the safe harbor provisions under
the Private Securities Litigation Reform Act of 1995. Statements
that are not historical are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements relate to future events or our future performance or
future financial condition. These forward-looking statements are
not historical facts, but rather are based on current expectations,
estimates and projections about our company, our industry, our
beliefs and our assumptions. Such forward-looking statements
include, but are not limited to, statements regarding our or our
management team’s expectations, hopes, beliefs, intentions or
strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking statements. In some cases, you can
identify forward-looking statements by the following words:
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “ongoing,” “plan,” “potential,” “predict,”
“project,” “should,” or the negative of these terms or other
similar expressions, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements
are subject to a number of risks and uncertainties (some of which
are beyond our control) that may cause actual results or
performance to be materially different from those expressed or
implied by such forward-looking statements. Accordingly, readers
should not place undue reliance on any forward-looking statements.
These risks include risks relating to agreements with third
parties; our ability to raise funding in the future, as needed, and
the terms of such funding, including potential dilution caused
thereby; our ability to continue as a going concern; security
interests under certain of our credit arrangements; our ability to
maintain the listing of our common stock on the Nasdaq Capital
Market; claims relating to alleged violations of intellectual
property rights of others; risks that one or more conditions to
closing of the Proposed Business Combination may not be satisfied
within the expected timeframe or at all or that the closing of the
Proposed Business Combination will not occur; the outcome of any
current legal proceedings or future legal proceedings that may be
instituted against the parties or others, including proceedings
related to the Proposed Business Combination documents; the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination or abandonment of the
Proposed Business Combination; unanticipated difficulties or
expenditures relating to the Proposed Business Combination;
potential difficulties in employee retention as a result of the
announcement and pendency of the Proposed Business Combination;
whether the combined business of DUET and Fenix will be successful;
and those risks detailed in DUET’s most recent Annual Report on
Form 10-K and subsequent reports filed with the Securities and
Exchange Commission. Forward-looking statements speak only as of
the date they are made. DUET undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise that occur after that date,
except as otherwise provided by law.
Contact:Dharmendra
MagasvaranCo-Chief Executive OfficerEmail: enquiry@duet-corp.com
Phone: Skype +1-786753-7868/+60 11-5695 7895
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