Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2022, DUET Acquisition Corp., a Delaware corporation (the "Company"), entered into an underwriting agreement by and between the Company and EF Hutton, division of Benchmark Investments, LLC ("EF Hutton"), as representative of the several underwriters named therein (collectively, the "Underwriters"), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference (the "Underwriting Agreement"), relating to the Company's initial public offering (the "Offering") of 7,500,000 units (the "Units") at a price to the public of $10.00 per Unit. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock") and one redeemable warrant of the Company ("Warrant"), with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Offering will result in gross proceeds of $75.0 million, a portion of which will be placed in a U.S.-based trust account (the "Trust Account"), maintained by Continental Stock Transfer & Trust Company, acting as trustee. Under the terms of the Underwriting Agreement, the Company granted the Underwriters in the Offering a 45-day option to purchase up to 1,125,000 additional Units solely to cover over-allotments, if any (the "Option"). The Underwriters exercised the Option in full, resulting in the sale of 8,625,000 Units in total and additional gross proceeds of $11.25 million.

The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is attached as Exhibit 1.1 hereto and incorporated herein by reference.

In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:





? the Underwriting Agreement;

? a Warrant Agreement, dated January 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference;

? a Letter Agreement, January 19, 2022, by and among the Company, its officers and directors, the Company's sponsor, DUET Partners LLC (the "Sponsor"), and EF Hutton, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference;

? an Investment Management Trust Agreement, dated January 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference;

? a Registration Rights Agreement, dated January 19, 2022, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference;

? a Placement Unit Purchase Agreement, dated January 19, 2022, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference;

? Indemnity Agreements, each dated January 19, 2022, between the Company and each of the officers and directors of the Company, the form of which is attached as Exhibit 10.5 hereto and incorporated herein by reference; and

? an Administrative Support Agreement, dated January 20, 2022, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

On January 24, 2022, simultaneously with the consummation of the Offering, the Company consummated the private placement of 390,000 units (the "Private Placement Units") to the Sponsor, which amount includes 33,750 Private Placement Units purchased in connection with the Underwriters' exercise of the Option in full, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3.9 million (the "Private Placement"). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company's initial business combination except to permitted transferees and (b) the warrants included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

On January 19, 2022, in connection with the Offering, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. A copy of the Amended and Restated Certificate of Incorporation of the Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.




Item 8.01. Other Events

A total of $87,543,750, comprised of the proceeds from the Offering and the proceeds of the sale of the Private Placement Units, net of the underwriting commissions, discounts, and offering expenses, was placed in a U.S.-based trust account, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (a) the completion of the Company's initial business combination, (b) the redemption of any public shares of Class A common stock properly submitted in connection with a stockholder vote to amend the Company's Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or certain amendments to the Charter prior thereto or to redeem 100% of the public shares of Class A common stock if the Company does not complete its initial business combination within 15 months from the closing of the Offering (or up to 18 months from the closing of the Offering pursuant to the Charter or as extended by the Company's stockholders in accordance with the Company's Amended and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders' rights or pre-business combination activity, and (c) the redemption of the Company's public shares of Class A common stock if the Company is unable to complete its initial business combination within 15 months from the closing of the Offering (or up to 18 months from the closing of the Offering pursuant to the Company's Amended and Restated Certificate of Incorporation or as extended by the Company's stockholders in accordance with the Company's Amended and Restated Certificate of Incorporation), subject to applicable law.

On January 19, 2022, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On January 24, 2022, the Company issued a press release announcing the closing of the Offering, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

1.1             Underwriting Agreement, dated January 19, 2022, between the
              Company and EF Hutton, division of Benchmark Investments, LLC, as
              representative of the underwriters named therein

3.1             Amended and Restated Certificate of Incorporation dated January
              19, 2022

4.1             Warrant Agreement, dated January 19, 2022, between the Company and
              Continental Stock Transfer & Trust Company

10.1            Letter Agreement, dated January 19, 2022, among the Company, DUET
              Partners LLC, each of the executive officers and directors of the
              Company, and EF Hutton, division of Benchmark Investments, LLC

10.2            Investment Management Trust Agreement, dated January 19, 2022,
              between the Company and Continental Stock Transfer & Trust Company

10.3            Registration Rights Agreement, dated January 19, 2022, among the
              Company and certain securityholders

10.4            Placement Unit Purchase Agreement, dated January 19, 2022, between
              the Company and DUET Partners LLC

10.5            Form of Indemnity Agreement(1)

10.6            Administrative Support Agreement, dated January 20, 2022, by and
              between the Company and DUET Partners LLC

99.1            Press release dated January 19, 2022

99.2            Press release dated January 24, 2022

(1) Incorporated by reference as an exhibit to Amendment No. 1 to the Company's

Form S-1 (File No. 333-261494), filed with the SEC on December 22, 2021.

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