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): December 18, 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:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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 |
|
The
Nasdaq Stock Market LLC |
| Class
A Common Stock, $0.0001 par value per share |
|
DUET |
|
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 |
|
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
December 18, 2023, at 9:00 a.m. ET, DUET Acquisition Corp., a Delaware corporation (the “Company”), held a
virtual special meeting of its stockholders pursuant to due notice (the “Special Meeting”). At the Special
Meeting, the stockholders of the Company entitled to vote at the meeting (the “Stockholders”) cast their votes
and approved the Trust Amendment Proposal (defined below).
In
connection with its initial public offering (the “Offering”), 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”), governing the trust account in which a portion
of the proceeds of the Offering were placed (the “Trust Account”). The Trust Agreement was initially filed
as an exhibit to the Company’s Report on Form 8-K filed on January 24, 2022.
At
the Special Meeting, the Stockholders approved a proposal to amend the Trust Agreement (the “Trust Amendment Proposal”)
to allow the Company to extend on a monthly basis through January 24, 2025 the date by which (each such date, a “Deadline
Date”) Continental must liquidate the Trust Account if the Company has not completed its initial business combination (the
“Trust Amendment”) by depositing into the Trust Account by the 24th calendar day of each of such
thirteen months unless the Company’s initial business combination (the “business combination”) has been
completed earlier (each such payment and resulting extension of the Deadline Date, an “Extension”) the lesser
of (i) $40,000 or (ii) $0.04 per share for each public share that is not redeemed in connection with the Special Meeting. 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”) and Additional Charter Amendment Proposals (as defined below) that
were also approved by the Stockholders at the Special Meeting and are described under Item 5.03 below, which description is incorporated
herein by reference. The Company and Continental entered into the Trust Amendment on December 18, 2023.
The
foregoing summary of the Trust Amendment is qualified by the full text of the Trust Amendment, which is included as Exhibit 10.1 hereto
and incorporated herein by reference.
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 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 December 19, 2023.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
Stockholders approved the Charter Amendment at the Special Meeting, changing (A) the structure and cost of the Company’s right
to extend the Deadline Date (the “Extension Amendment Proposal”), and (B) the right of the holders of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock” or “Founder Shares”)
to convert such shares of Class B Common Stock into shares of Class A Common Stock, par value $0.0001 per share (“Class A
Common Stock”) on a one-to-one basis at the election of such holders (the “Founder Share Amendment Proposal”);
and (C) the right of the directors of the Company to take any action required to be taken at a meeting of the board of directors (the
“Board”) or at a meeting of a committee thereof without holding such a meeting if a consent in writing, setting
forth the actions to be taken, is signed by a majority of the Board or a majority of the members of any committee, as the case may be
(the “Action by Written Consent Amendment Proposal” and, together with the Founder Share Amendment Proposal,
the “Additional Charter Amendment Proposals”).
The
Charter Amendment allows the Company to extend through January 24, 2025 (or until the business combination is consummated, if earlier)
the Deadline Date, provided that (i) by the 24th calendar day of each of such thirteen months unless the Company’s initial business
combination has been consummated earlier and in exchange for a non-interest bearing, unsecured promissory note payable upon consummation
of the business combination, DUET Partners, LLC, the Company’s sponsor, or its affiliates or permitted designees deposits into
the Trust Account the lesser of (x) $40,000 or (y) $0.04 per share for each public share that was not redeemed in connection with the
Special Meeting, 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.
The
Founder Share Amendment allows the holders of Class B Common Stock to convert their shares of Class B Common Stock into shares of Class
A Common Stock, on a one-for-one basis, at any point in time prior to the completion of the business combination. Such conversions would
give the Company further flexibility to complete the business combination.
The
Action by Written Consent Amendment allows the Board flexibility to act in furtherance of the business combination by allowing the Board
to take any action required to be taken at a meeting of the Board or at a meeting of a committee thereof without holding such a meeting
if a consent in writing, setting forth the actions to be taken, is signed by a majority of the Board or a majority of the members of
any committee, as the case may be.
Following
receipt of Stockholder’s approval of the Extension Amendment Proposal, the Company filed the Charter Amendment with the Secretary
of State of the State of Delaware on December 19, 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
December 18, 2023, at 9:00 a.m. ET, the Company held the Special Meeting. On the record date of November 29, 2023, there were 7,676,514
shares of Class A Common Stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the Stockholders voted
on four of the five proposals presented—the Extension Amendment Proposal, the Trust Amendment Proposal, and the Additional Charter
Amendment Proposals, each as described in the definitive Proxy Statement on Schedule 14A dated December 4, 2023. The Stockholders cast
their votes as described below:
Proposal
1 - Extension Amendment Proposal
The
Stockholders approved the Extension Amendment Proposal, and the following is a tabulation of the voting results:
Common
Stock:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| |
|
|
|
|
|
|
| 5,064,891
(65.979%) |
|
293,045
(3.817%) |
|
- |
|
- |
Proposal
2 - Trust Amendment Proposal
The
Stockholders approved the Trust Amendment Proposal, and the following is a tabulation of the voting results:
Common
Stock:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| |
|
|
|
|
|
|
| 5,064,891
(65.979%) |
|
293,045
(3.817%) |
|
- |
|
- |
Proposal
3A – Founder Share Amendment Proposal
The
Stockholders approved the Founder Share Amendment Proposal, and the following is a tabulation of the voting results:
Common
Stock:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| |
|
|
|
|
|
|
| 5,105,896
(66.513%) |
|
252,040
(3.283%) |
|
- |
|
- |
Proposal
3B - Action by Written Consent Amendment Proposal
The
Stockholders approved the Action by Written Consent Amendment Proposal, and the following is a tabulation of the voting results:
Common
Stock:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| |
|
|
|
|
|
|
| 5,105,896
(66.513%) |
|
252,040
(3.283%) |
|
- |
|
- |
Proposal
4 - Adjournment Proposal
The
fourth proposal to adjourn the Special Meeting (the “Adjournment Proposal”), was not presented at the Special
Meeting because the Extension Amendment Proposal, the Additional Charter Amendment Proposals, and the Trust Amendment Proposal each received
sufficient favorable votes to be adopted.
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
3,760,678 shares of the Company’s Class A Common Stock exercised their right to redeem those shares for cash at an approximate
price of $10.95 per share, for an aggregate of approximately $41.2 million. Following the payment of the redemptions, the Trust Account
will have a balance of approximately $14.1 million before the Extension Payment.
Extension Payment
On December 19, 2023, the
Company deposited an aggregate of $40,000 (the “Extension Payment”) into the Trust Account, representing approximately
$0.04 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 January 24, 2024 to February 24, 2024 (the “January
Extension”). The January Extension is the first of up to twelve 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.
Additional
Information and Where to Find It
As
discussed above, the Company intends to file a registration statement on Form F-4 (as amended or supplemented from time to time, and
including a proxy statement, the “Proxy/Registration Statement”)with the U.S. Securities and Exchange Commission (the “SEC”),
which Proxy/Registration Statement will be delivered to its stockholders once definitive. This document does not contain all the information
that should be considered concerning the business combination and the other matters for stockholder approval (the “Stockholder
Approval Matters”) and is not intended to form the basis of any investment decision or any other decision in respect of the business
combination and the other Stockholder Approval Matters. The Company’s stockholders and other interested persons are advised to
read, when available, the Proxy/Registration Statement and the amendments thereto and other documents filed in connection with the Business
Combination and other Stockholder Approval Matters, as these materials will contain important information about the Company, Fenix 360
Pte. Ltd., a Singapore private company limited by shares (the “Target”), the business combination and the other Stockholder
Approval Matters. When available, the Proxy/Registration Statement and other relevant materials for the business combination and other
Stockholder Approval Matters will be mailed to stockholders of the Company as of a record date to be established for voting on the business
combination and the other Stockholder Approval Matters. Stockholders will also be able to obtain copies of the Proxy/Registration Statement
and other documents filed with the SEC, without charge, once available, 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.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination or PIPE investment
and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer
to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Participants
in Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders
with respect to the business combination and related matters. A list of the names of those directors and executive officers and a description
of their interests in the Company is contained in the Company’s Registration Statement on Form S-1, as amended, which was initially
filed with the SEC on December 3, 2021 and is available free of charge at the SEC’s web site 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. Additional
information regarding the interests of such participants will be contained in the Proxy/Registration Statement when available.
The
Target and its directors, managers, and executive officers may also be deemed to be participants in the solicitation of proxies from
the Company’s stockholders in connection with the business combination and related matters. A list of the names of such parties
and information regarding their interests in the business combination and related matters will be included in the Proxy/Registration
Statement when available.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by
words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimated,” “believe,” “intend,” “plan,” “projection,” “outlook”
or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the Target’s
industry and market sizes, future opportunities for the Company and the Target, the Company’s and the Target’s estimated
future results and the transactions contemplated by the Business Combination Agreement and Plan of Merger (the “Business Combination
Agreement”), dated November 28, 2023, by and between the Company and the Targer, including the implied enterprise value, the expected
transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the transactions contemplated
by the Business Combination Agreement. Such forward-looking statements are based upon the current beliefs and expectations of our management
and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult
to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated
in these forward-looking statements.
In
addition to factors previously disclosed in the Company’s reports filed with the SEC and those identified elsewhere in this communication,
the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results
or other expectations expressed in the forward-looking statements: (i) the inability of the parties to successfully or timely consummate
the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval
of the stockholders of the Company or the Target is not obtained; (ii) the inability to complete a PIPE offering in connection with the
business combination; (iii) the ability to maintain the listing of the Company’s securities on the Nasdaq Global Market; (iv) the
amount of redemption requests made by the Company’s stockholders; (v) failure to realize the anticipated benefits of the business
combination; (vi) risk relating to the uncertainty of the projected financial information with respect to the Target; (vii) the Target’s
exposure to litigation claims and other loss contingencies; (viii) the Target’s exposure to contingent liabilities related to its
proposed token rescission plan; (ix) the combined company’s ability to implement its business strategy; (x) the combined company’s
ability to maintain, protect, and enhance its brand and protect its intellectual property; (xi) the combined company’s ability
to attract prospective users and artists and retain existing users and artists; (xii) competition for users and artists, user and artist
engagement time, and advertisers; (xiii) the ability to generate revenues from different types of artist-generated content and services
on the engagement platform; (xiv) payment-related risks; (xv) the combined company’s ability to accurately estimate user metrics
and other estimates; (xvi) potential disputes or liabilities associated with content made available on the combined company’s engagement
platform including assertions of infringement of intellectual property rights; (xvii) dependence upon third-party licenses should the
combined company allow streaming; (xviii) the combined company’s lack of control over third-party content providers who are concentrated
and can unilaterally affect access to content; (xix) the combined company’s ability to comply with complex license agreements;
(xx) the limitations on the combined company’s operating flexibility due to financial commitments required under any potential
license agreement; (xxi) the dependence of the combined company’s content and streaming offerings on operating systems, online
platforms, hardware, networks, regulations, and standards that the combined company would not control; (xxii) the ability to maintain
user data security and prevent breaches to the combined company’s information systems; (xxiii) undetected errors, bugs or vulnerabilities
in any potential products; (xxiv) interruptions, delays, or discontinuations in service arising from the combined company’s systems
or systems of third parties; (xxv) the ability to manage and remediate attempts to manipulate streams or other forms of artist engagement
and content and attempts to gain or provide unauthorized access to certain features of the combined company’s engagement platform;
(xxvi) changes in domestic and foreign business, market, financial, political and legal conditions; (xxvii) general economic conditions
and other factors affecting consumer confidence, preferences, and behavior; (xxviii) disruption and volatility in the global currency,
capital, and credit markets; (xxix) changes in governmental regulation; (xxx) fluctuations in foreign currency; and (xxxi) changes in
tax laws and liabilities, tariffs, legal, regulatory, political and economic risks.
Actual
results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements
and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is
reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor
of future performance as projected financial information and other information are based on estimates and assumptions that are inherently
subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth
herein speaks only as of the date hereof in the case of information about the Company and the Target or the date of such information
in the case of information from persons other than the Company or the Target, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding
the Target’s industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts
and estimates will prove accurate in whole or in part. Annualized, pro forma, projected, and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
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.
| |
DUET
Acquisition Corp. |
| |
|
|
| Date:
December 20, 2023 |
By: |
/s/
Dharmendra Magasvaran |
| |
|
Dharmendra
Magasvaran |
| |
|
Co-Chief
Executive Officer |
Exhibit
3.1
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
DUET
ACQUISITION CORP.
Pursuant
to Section 242 of the
Delaware
General Corporation Law
DUET
ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware,
does hereby certify as follows:
| 1. |
The
name of the Corporation is DUET Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of
the Secretary of State of the State of Delaware on September 20, 2021 (the “Original Certificate”). A Certificate of
Amendment to Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September
29, 2021. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of
Delaware on January 19, 2022 (the “Amended and Restated Certificate of Incorporation”). A Certificate of Amendment to
the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware
on April 20, 2023. |
| |
|
| 2. |
This
Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of
the Corporation. |
| |
|
| 3. |
This
Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by: (i) the affirmative vote of the holders of
65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware (the “DGCL”), (ii) the affirmative vote of the majority of the votes cast by stockholders
represented online or by proxy at the Special Meeting, and (iii) the affirmative vote of the majority of the holders of Class B Common
Stock, voting separately as a single class, as required by the Amended and Restated Certificate of Incorporation. |
| 4. |
Section
4.3(b)(i) is hereby deleted in its entirety and replaced as follows:
|
| |
(b)
Class B Common Stock. |
| |
|
| |
(i)
Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial
Conversion Ratio”) at the election of the holder of such Class B Common Stock at any time prior to the closing of the Proposed
Business Combination or otherwise automatically on the closing of the Proposed Business Combination. |
| 5. |
A
new Section 5.6 is hereby added and shall read as follows: |
| |
Section 5.6 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the Corporation
or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent
in writing, setting forth the action so taken, shall be signed by a majority of the directors, or a majority of the members of the
committee, as the case may be. Such consent shall have the same legal effect as a vote of the majority the directors or members of
the committee. |
| 6. |
Section
9.1(c) is hereby added to Article IX as follows: |
| |
|
| (c) |
In
the event that the Corporation has not consummated an initial Business Combination within 24 months from the date of the closing
of the Offering, upon the Sponsor’s request, the Corporation may extend the period of time to consummate a Business Combination
by an additional thirteen months pursuant to thirteen one-month extensions, 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 business combination and (ii) the
procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The gross proceeds
from the issuance of such promissory note(s) shall be held in the Trust Account and used to fund the redemption of the Offering Shares
in accordance with Section 9.2. |
IN
WITNESS WHEREOF, DUET Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in
its name and on its behalf by an authorized officer as of this 19th day of December, 2023.
| |
DUET
ACQUISITION CORP. |
| |
|
| |
By: |
/s/
Dharmendra Magasvaran |
| |
Name: |
Dharmendra
Magasvaran |
| |
Title: |
Co-Chief
Executive Officer |
Exhibit
10.1
AMENDMENT
TO
THE
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This
Amendment No. 2 (this “Amendment”), dated as of December 18, 2023, to the Investment Management Trust Agreement (as defined
below) is made by and between DUET Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company,
as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of January 19, 2022 (the “Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;
WHEREAS,
at a special meeting of the Company held on December 18, 2024, the Company’s stockholders approved (i) a proposal to amend the
Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”)
extending the date by which the Company has to consummate a business combination from December 24, 2023 to January 24, 2025; and (ii)
a proposal to amend the Trust Agreement requiring the Company to, 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 subject to the terms and conditions of the Amended and Restated Certificate of Incorporation,
and the Trust Agreement, and updating related defined terms; and
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, as applicable, signed on behalf of the Company by at least two of its Co-Chief Executive Officers, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or
other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto
as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest
that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) the date which is the later of (1) 15 months after the closing of the Offering or up to 36 months after the
closing of the Offering if the Company exercises the thirteen one-month extensions described in the Company’s Amended and Restated
Certificate of Incorporation, as it may be further amended, and (2) such later date as may be approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation (“Charter”) if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released
to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall
be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination
Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received
no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until
thirteen (12) months following the date the Property has been distributed to the Public Stockholders;”
2.
A new Section 1(m) shall be added as follows:
“(m)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five business
days prior to the application termination date (as may be extended in accordance with Section 1(i), signed on behalf of the Company by
an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to such termination date (if and
as applicable), to follow the instructions set forth in the Extension Letter.”
3.The
following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust
Agreement” shall mean that certain Investment Management Trust Agreement dated January 19, 2022, between DUET Acquisition Corp.
and Continental Stock Transfer & Trust Company, as amended by the First Amendment to Investment Management Trust Agreement and the
Second Amendment to Investment Management Trust Agreement.”
4.The
term “Property” shall be deemed to include any Extension Fee paid to the Trust Account in accordance with the terms of the
Amended and Restated Certificate of Incorporation and the Trust Agreement.
5.A
new Exhibit E of the Trust Agreement is hereby added as follows:
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer & Trust Company
1
State Street, 30th Floor
New
York, N.Y. 10004
Attn:
Mr. Fran Wolf
Re:
Trust Account — Extension Letter
Gentlemen:
Pursuant
to paragraphs 1(i) and 1(m) of the Investment Management Trust Agreement between DUET Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of January 19, 2022, as amended by the First Amendment dated April
20, 2023 and by the Second Amendment dated December 4, 2023 (“Trust Agreement”), this is to advise you that the Company is
extending the time available in order to consummate a Business Combination with the Target Businesses for an additional thirteen one-month
periods, from December 24, 2023 to January 24, 2025 (the “Extension”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.
This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the Extension Fee, in the amount which is 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 subject to the terms and conditions of the Amended and Restated
Certificate of Incorporation, which will be wired to you, into the Trust Account investments upon receipt.
Very
truly yours,
| DUET
ACQUISITION CORP. |
|
| |
|
| By: |
|
|
| Name: |
Dharmendra
Magasvaran |
|
| Title: |
Co-Chief
Executive Officer |
|
6.
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
7.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
8.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) and Section 6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust
Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
9.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
IN
WITNESS WHEREOF, the parties have duly executed this Second Amendment to the Investment Management Trust Agreement as of the date first
written above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY,
as
Trustee |
|
| |
|
|
| By: |
/s/
Fran Wolf |
|
| Name: |
Fran
Wolf |
|
| Title: |
Vice
President & Assistant Secretary |
|
| DUET
ACQUISITION CORP. |
|
| |
|
| By: |
/s/
Dharmendra Magasvaran |
|
| Name: |
Dharmendra
Magasvaran |
|
| Title: |
Co-Chief
Executive Officer |
|
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