Blog: DUET ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01. Regulation FD Disclosure.




Merger Agreement


On July 25, 2022, DUET Acquisition Corp., a Delaware corporation (the “Company”
or “Duet”) entered into a definitive Business Combination Agreement (the “Merger
Agreement”) with Duet Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
Millymont Limited, a private limited company incorporated in Ireland (“Holdco”),
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, the Holdco, J. Streicher, Target, the Sellers’
Representatives and the Company Representative are sometimes referred to herein
individually as a “Party” and, collectively, as the “Parties”.

Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by
reference is a press release dated July 25, 2022, announcing the transaction.

The information in this Item 7.01, including Exhibit 99.1, is being furnished
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.

Additional Information and Where to Find It

The Company intends to file a Prospectus and Proxy Statement with the SEC
describing the business combination and other stockholder approval matters for
the consideration of the Company’s stockholders, which Prospectus and Proxy
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 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 Prospectus and Proxy Statement and the amendments thereto
and other documents filed in connection with the business combination and the
other stockholder approval matters, as these materials will contain important
information about the Company, the Target, the business combination and the
other stockholder approval matters. When available, the Prospectus and Proxy
Statement and other relevant materials for the business combination and the
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 Prospectus and Proxy Statement and other documents filed with the
SEC, without charge, once available, at the SEC’s website at http://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 any related transactions 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
filed on December 3, 2021, which was filed with the SEC and is available free of
charge at the SEC’s web site at http://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 Prospectus and Proxy
Statement when available.

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 Prospectus and Proxy
Statement when available.




Forward-Looking Statements



This press release includes certain statements that are not historical facts but
are forward-looking statements for purposes of the safe harbor provisions under
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “project,” “anticipate,” “will likely result” and similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters. All statements, other than statements of present or
historical fact included in this press release, including those regarding the
terms of DUET’s proposed business combination with the Target, DUET’s ability to
consummate the proposed transaction on the stated timeline, the Target’s use of
proceeds from the proposed transaction, the benefits of the transaction,
anticipated timing of the proposed business combination, and the combined
company’s future performance relative to other IT Security and Support
companies, the combined company’s strategy, operations, growth plans and
objectives of management, the growth of the IT Security and Support sector, the
Target’s market expansion, and the combined company’s future products and
services are forward-looking statements. These statements are based on various
assumptions, whether or not identified in this press release, and on the current
expectations of the respective management of DUET and the Target and are not
predictions of actual performance.

These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
DUET or the Target. Potential risks and uncertainties that could cause the
actual results to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, changes in domestic
and foreign business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the proposed
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 proposed
business combination or that the approval of the shareholders of DUET or the
Target is not obtained; the inability to complete a PIPE offering in connection
with the proposed business combination; failure to realize the anticipated
benefits of the proposed business combination; risk relating to the uncertainty
of the projected financial information with respect to the Target; the amount of
redemption requests made by DUET’s shareholders; the overall level of consumer
demand for the Target’s products and services; general economic conditions and
other factors affecting consumer confidence, preferences, and behavior;
disruption and volatility in the global currency, capital, and credit markets;
the ability to maintain the listing of DUET’s securities on the NASDAQ; the
Target’s ability to implement its business strategy; changes in governmental
regulation, the Target’s exposure to litigation claims and other loss
contingencies; disruptions and other impacts to the Target’s business, as a
result of the COVID-19 global pandemic and government actions and restrictive
measures implemented in response; stability of the Target’s suppliers, as well
as consumer demand for its products and services, in light of disease epidemics
and health-related concerns such as the COVID-19 global pandemic; the impact
that global climate change trends may have on the Target and its suppliers and
customers; the Target’s ability to recruit and retain qualified personnel to
deliver their services; any breaches of, or interruptions in, the Target’s
information systems; fluctuations in foreign currency; changes in tax laws and
liabilities, tariffs, legal, regulatory, political and economic risks. The
foregoing list of potential risks and uncertainties is not exhaustive. More
information on potential factors that could affect DUET’s or the Target’s
financial results is included from time to time in DUET’s public reports filed
with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, and Current Reports on Form 8-K as well as the other documents DUET
has filed, or will file, with the SEC, including a registration statement on
Form S-4 that will include proxy statements/prospectus that DUET intends to file
with the SEC in connection with DUET’s solicitation of proxies for the meeting
of shareholders to be held to approve, among other things, the proposed business
combination. If any of these risks materialize or DUET’s or the Target’s
assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that neither DUET nor the Target presently know, or that DUET and the
Target currently believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect DUET’s and the Target’s expectations, plans
or forecasts of future events and views as of the date of this press release.
Neither DUET nor the Target gives assurance that either DUET or the Target, or
the combined company, will achieve its expectations. DUET and the Target
anticipate that subsequent events and developments will cause their assessments
to change. However, while DUET and the Target may elect to update these
forward-looking statements at some point in the future, DUET and the Target
specifically disclaim any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as representing DUET’s or
the Target’s assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits.



Exhibit No.   Description

99.1            Press release dated July 25, 2022

104           Cover Page Interactive Data File (Embedded within the Inline XBRL
              document and included in Exhibit)

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