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.
Exhibit
Number Description of Exhibit
3.1 Amendment to the Amended and Restated Certificate of Incorporation
dated April 20, 2023.
10.1 Amendment No. 1 to the Investment Management Trust Agreement dated
April 20, 2023 by and between the Company and Continental Stock Transfer
and Trust Company.
99.1 Press Release dated April 24, 2023
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)© Edgar Online, source Glimpses
DUET ACQUISITION CORP. 