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): April 6, 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:
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☒ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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|
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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
1.02. Termination of Material Definitive
Agreement.
Termination
of Merger Agreement
As
previously disclosed, on July 25, 2022, DUET Acquisition Corp., a Delaware corporation (the “Company” or “Duet”)
entered into a definitive Business Combination Agreement and Plan of Merger (the “Merger Agreement”) with Millymont
Limited, a private limited company incorporated in Ireland (“Holdco”), Duet Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Holdco (“Merger Sub”), J. Streicher Technical Services, LLC, a Delaware limited liability
company (“J. Streicher”), Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered
at the Commercial Registry of Malaga under reference MA-122108 (the “Target”), Miguel Ángel Casales Ruiz and
Thomas Marco Balsloev, as the sellers’ representatives (the “Sellers’ Representatives”) and Lee Keat Hin,
as the Company’s representative (the “Company Representative”). The Company, Merger Sub, Holdco, J. Streicher,
Target, Sellers’ Representatives, and Company Representative are sometimes referred to herein individually as a “Party”
and, collectively, as the “Parties.”
On
April 6, 2023, the Company provided the other Parties with written notice of the termination of the Merger Agreement pursuant
to Section 11.1 thereof (the “Termination”). No Party will be required to pay another Party a termination fee as a
result of the Termination.
The
termination of the Merger Agreement also terminates and makes void the Support Agreement, the Non-Competition and Non-Solicitation Agreement,
and the Lock-up Agreement (each as defined in the Merger Agreement), each of which were executed concurrently with the Merger Agreement.
The
foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to and the terms and conditions
of the Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K on July
29, 2022.
Item
7.01. Regulation FD Disclosure.
On
April 6, 2023, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press release
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Exhibit
99.1 is being furnished pursuant to Item 7.01 and will 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 will
it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release dated April 6, 2023 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (Embedded within the
Inline XBRL document and included in Exhibit) |
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. |
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|
|
| Date:
April 6, 2023 |
By: |
/s/ Yeoh
Oon Lai |
| |
|
Yeoh
Oon Lai
Co-Chief
Executive Officer |
