PROXY
STATEMENT
The
special meeting, which we refer to as the “Special Meeting,” of stockholders of DUET Acquisition Corp., which we refer to
as the “we,” “us,” “our,” “DUET” or the “Company,” will be held at [10:00
a.m.] Eastern Time on [__], 2023 as a virtual meeting via live webcast. You will be able to attend, vote your shares, and submit questions
during the Special Meeting via a live webcast available at https://www.cstproxy.com/duetcorp/2023. If you plan to attend
the virtual online Special Meeting, you will need your [12 digit] control number to vote electronically at the Special Meeting. The Special
Meeting will be held for the sole purpose of considering and voting upon the following proposals:
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a
proposal to amend the Company’s amended and restated certificate of incorporation, which we refer to as the “Charter,”
in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment”
and such proposal the “Extension Amendment Proposal,” 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 Company’s initial public offering that was consummated on January 24, 2022, which we refer to as the “IPO,”
from April 24, 2023 (the “Termination Date”) to January 24, 2024 or such earlier date as determined by the board of directors,
pursuant to nine one-month extensions, which we refer to as the “Extension,” and such later date, the “Extended
Date,” provided that (i) DUET Partners, LLC, the Company’s sponsor (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 is not redeemed in connection with the Special Meeting for each such one-month extension until January 24, 2024 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; |
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a
proposal to amend the Company’s investment management trust agreement, dated as of January 19, 2022 (the “Trust Agreement”),
by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to
extend the Termination Date for an additional nine months, pursuant to nine one-month extensions, to January 24, 2024 (the “Trust
Amendment”), by depositing into the Trust Account the lesser of (x) $175,000 or (y) $0.055 per share for each public share
that is not redeemed in connection with the Special Meeting for each such one-month extension until January 24, 2024 unless the closing
of the Company’s initial business combination shall have occurred (the “Extension Payment”) for such extension,
which we refer to as the “Trust Amendment Proposal”; and |
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will only be presented
at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
The
purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete our previously announced business combination (the “Business Combination”) with 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”). On July 25, 2022, DUET entered into a definitive Business Combination Agreement and Plan of Merger (the “Business
Combination Agreement”) with the Target, 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”), 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 “Purchaser Representative”).
Pursuant
to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions
contemplated by the Business Combination Agreement (the “Transactions”), (i) the parties will (a) effect the merger of Merger
Sub with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Holdco (the “DUET
Merger”), as a result of which (x) the Company will issue shares of the Class A Common Stock of the Company to Holdco, with such
amount of shares to be determined in accordance with the terms of the Business Combination Agreement, (y) all of the issued and outstanding
shares of Class A Common Stock of the Company held by the Company’s stockholders (other than Holdco) shall be converted into ordinary
shares of Holdco at a one-for-one ratio, and (z) each outstanding warrant of the Company will be assumed by Holdco and automatically
adjusted to become exercisable to purchase one ordinary share of Holdco; (b) immediately prior to the AnyTech Merger (as defined below),
effect the sale of 49.999999% of the issued share capital of the Target from the stockholders of the Target to Holdco for an aggregate
purchase price of €26,250,000 pursuant to that certain amended and restated share purchase agreement by and among Holdco, J. Streicher,
the Sellers’ Representatives, and the stockholders of the Target (the “SPA”); and (c) effect the merger of the Target
into Holdco, with Holdco continuing as the surviving entity (the “AnyTech Merger” and together with the DUET Merger, the
“Mergers”), as a result of which the stockholders of the Target will receive ordinary shares of Holdco with a value on of
€26,250,000, all upon the terms set forth in the Business Combination Agreement; (ii) Holdco will, prior to completion of the Mergers,
re-register as an Irish public company limited by shares and amend and restate its articles of association to, among other matters, change
its name to “AnyTech365 plc.”
The
Charter currently provides that the Company has until April 24, 2023 to complete its initial business combination, subject to one three-month
extension (for a total of up to 18 months to complete a business combination), subject to the Sponsor or its designees depositing additional
funds into the Company’s Trust Account. While we and the other parties to the Business Combination Agreement are working toward
satisfaction of the conditions to completion of the Business Combination, our Board believes that there may not be sufficient time before
April 24, 2023 to hold a special meeting at which to conduct a vote for the stockholder approvals required in connection with the Business
Combination and consummate the closing of the Business Combination.
While
we are using our best efforts to complete the Business Combination as soon as practicable, our board of directors (the “Board”)
believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board
believes that in order to be able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension,
the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination
on or before the Termination Date. If that were to occur, we would be precluded from completing the Business Combination and would be
forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
Pursuant
to the Charter, the Sponsor may, but is not obligated to, request to extend the period of time to consummate a business combination by
an additional three months, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account
$862,500 for such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business
combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of stockholder approval of Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
The
purpose of the Extension Amendment and the Trust Amendment Proposal is to allow the Company more time to complete the Business Combination.
In addition, we will not proceed with the Extension if the number of redemptions or repurchases of our shares of Class A common stock
issued in our IPO, which shares we refer to as the “public shares,” causes us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment Proposal.
In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A Common Stock issued in our
IPO, which shares we refer to as the “public shares,” and which election we refer to as the “Election,” regardless
of whether such public stockholders vote on the Extension Amendment Proposal. We cannot predict the amount that will remain in the Trust
Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of
the approximately $[__] that was in the Trust Account as of February 16, 2023, the record date.
If
the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain
their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations
set forth in our Charter as amended by the Extension Amendment. In addition, public stockholders who do not make the Election
would be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended
Date.
The
Sponsor owns 2,156,250 Founder Shares (as defined below) that were issued to the Sponsor prior to our IPO, and 390,000 private placement
units, which we refer to as the “Private Placement Units,” that were purchased by the Sponsor in a private placement which
occurred simultaneously with the completion of the IPO. In addition, certain of our executive officers have beneficial interests in the
Sponsor. As used herein, “Founder Shares” refers to all issued and outstanding shares of our Class B Common Stock. In the
event of a liquidation, our Sponsor, officers, and directors, will not receive any monies held in the Trust Account as a result of their
ownership of the Founder Shares or the Private Placement Units.
To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting
(or [__], 2023). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your
shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares
in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise
your redemption rights.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $[__] at the time of the Special Meeting. The closing price of the Company’s
Class A Common Stock on [__], 2023 was $[__]. The Company cannot assure stockholders that they will be able to sell their shares of the
Company’s Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated
above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
Approval
of the Extension Amendment Proposal and the Trust Amendment Proposal is a condition to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional
extension as permitted by the Charter, and we do not consummate a business combination by April 24, 2023, as contemplated by our IPO
prospectus and in accordance with the Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the
public shares of in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay
dissolution expenses), by (B) the total number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish
rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the
Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL
to provide for claims of creditors and other requirements of applicable law.
In
the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 2,156,250
Founder Shares that were issued to the Sponsor prior to our IPO and 390,000 Private Placement Units that were purchased by the Sponsor
in a private placement which occurred simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will
be made only with respect to the public shares. Certain of our executive officers have beneficial interests in the Sponsor.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal or
the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled,
we will dissolve and liquidate in accordance with the Charter.
If
the Company liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products
sold to us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce
the amount of funds in the Trust Account to below (i) $[__] per public share or (ii) such lesser amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the
event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent
of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations.
Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares will be redeemed from
cash held in the Trust Account will be approximately $[__]. Nevertheless, the Company cannot assure you that the per share distribution
from the Trust Account, if the Company liquidates, will not be less than $[__], plus interest, due to unforeseen claims of creditors.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by
them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that
it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because
the Company will not be complying with Section 280 of the DGCL as described in our prospectus filed with the SEC on December 3, 2021,
and declared effective on January 19, 2022, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such
time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within
the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations
have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors
(such as lawyers or investment bankers) or prospective target businesses.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement,
will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount,” equal to the number of public
shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to
the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust
Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public
shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination
through the Extended Date if the Extension Amendment Proposal is approved.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, our Sponsor or its designees has agreed to loan to us
the lesser of $175,000 or $0.055 per share for each one-month extension up to a maximum of $1,575,000 for a total of nine one-month extensions
until January 24, 2024, unless the Closing of the Company’s initial business combination shall have occurred (the “Extension
Loan”), which amount will be deposited into the Trust Account. The Extension Loan is conditioned upon the implementation of the
Extension Amendment Proposal and the Trust Amendment Proposal. The Extension Loan will not occur if the Extension Amendment Proposal
and the Trust Amendment Proposal are not approved, or the Extension is not completed. The Extension Loan will not bear interest and will
be repayable upon consummation of a Business Combination. If the sponsor or its designees advises us that it does not intend to make
the Extension Loan, then the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal will not be put
before the stockholders at the special meeting and, unless the Company can complete the Business Combination by January 24, 2024, we
will dissolve and liquidate in accordance with our Charter.
Our
Board has fixed the close of business on February 16, 2023, as the date for determining the Company stockholders entitled to receive
notice of and vote at the Special Meeting and any adjournment thereof (the “record date”). Only holders of record of the
Company’s common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
On the record date of the Special Meeting, there were there were 11,257,500 shares of common stock outstanding, of which 8,625,000 were
public shares, 86,250 were representative shares issued to the representative of the underwriters of our IPO, 2,156,250 were Founder
Shares, and 390,000 were shares underlying the Private Placement Units. The Company’s warrants do not have voting rights in connection
with the Extension Amendment Proposal, the Trust Amendment Proposal, or the Adjournment Proposal, and we have been informed by our Sponsor,
which holds all 2,156,250 Founder Shares and 390,000 Private Placement Units, that it intends to vote in favor of the Extension Amendment
Proposal, the Trust Amendment Proposal, and the Adjournment Proposal.
This
Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote your shares.
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC (the “Proxy
Solicitor”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of
$13,500. We will also reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor
and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our
directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be
paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of
forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate
an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability
to consummate an initial business combination.
This
Proxy Statement is dated [__], 2023 and is first being mailed to stockholders on or about [__], 2023.
[__],
2023 |
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By
Order of the Board of Directors |
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Yeoh
Oon Lai |
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Co-Chief
Executive Officer |
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including the annexes to this Proxy Statement.
Why
am I receiving this Proxy Statement? |
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We
are a blank check company formed in Delaware on September 20, 2021 for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. On January 24, 2022, we consummated our
IPO from which we derived gross proceeds of approximately $86,250,000 in the aggregate, which
amount includes $11,250,000 attributable to the sale of an additional 1,125,000 Units in
connection with the underwriters exercise of their over-allotment option, and completed the
private sales of Private Placement Units from which we derived gross proceeds of $3,900,000.
We incurred offering costs (inclusive of the full exercise of the underwriter’s over-allotment
option) of approximately $5,667,766 consisting of $1,293,750 of cash underwriting fees, $2,587,500
of deferred underwriting fees and $492,766 of other costs.
Like
most blank check companies, our Charter provides for the return of our IPO proceeds held in trust to the holders of shares of Class
A Common Stock sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date, which is
April 24, 2023. Our Board believes that it is in the best interests of the stockholders to continue our existence until the Extended
Date in order to allow us more time to complete the Business Combination.
The
purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow
us additional time to complete the Business Combination pursuant to that certain Business Combination Agreement, dated as of July
25, 2022, by and among us, Merger Sub, Holdco, J. Streicher, Target, Purchaser Representative, and Seller Representative. For more
information about the Business Combination, see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(the “SEC”) on July 29, 2022. |
What
is being voted on? |
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You are being asked to vote on: |
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a
proposal to amend our Charter to extend the date by which we have to consummate a business combination from April 24, 2023, to January
24, 2024 or such earlier date as determined by the Board; |
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a
proposal to amend our Trust Agreement to allow us to extend the termination date to January 24, 2024 by depositing into the Trust
Account the lesser of $175,000 or $0.055 per share for each one-month extension up to a maximum of $1,575,000 for a total of nine
one-month extensions until January 24, 2024; and |
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a
proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal. |
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The Extension
Amendment Proposal and the Trust Amendment Proposal are required for the implementation of our Board’s plan to extend the date
that we have to complete our initial business combination. The purpose of the Extension Amendment and the Trust Amendment is to allow
the Company more time to complete the Business Combination. Approval of the Extension Amendment Proposal and the Trust Amendment
Proposal is a condition to the implementation of the Extension. |
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However,
we will not proceed with the Extension if the number of redemptions or repurchases of our
shares of Class A Common Stock issued in our IPO, which shares we refer to as the “public
shares,” causes us to have less than $5,000,001 of net tangible assets following approval
of the Extension Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company, pursuant to the terms of the Trust Agreement,
will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount,” equal to the number of
public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii)
deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain
in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders
of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business
combination through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.
We
cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and the Trust Amendment Proposal
are approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $[__] that was in the
Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business combination,
and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or the Trust Amendment. In the event the Special Meeting is
cancelled and we do not complete the Business Combination by the Termination Date, as may be extended to April 24, 2023 by the Sponsor
in accordance with the Trust Agreement, we will dissolve and liquidate in accordance with the Charter.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional
extension as permitted by the Charter, and we do not consummate a business combination by April 24, 2023, as contemplated by our
IPO prospectus and in accordance with the Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem
100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A)
the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such
net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption
will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. |
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There
will be no redemption rights or liquidating distributions from the Trust Account with respect to our warrants, which will expire
worthless in the event of our winding up. In the event of a liquidation, our Sponsor and directors and officers will not receive
any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Units. |
Why
is the Company proposing the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal? |
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Our
Charter provides that we have until April 24, 2023 to complete our initial business combination. Our Board has determined that it
is in the best interests of our stockholders to approve the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary,
the Adjournment Proposal, to allow for additional time to consummate the Business Combination. While we are using our best efforts
to complete the Business Combination as soon as practicable, the Board believes that there will not be sufficient time before the
Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the
Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk
that we might not, despite our best efforts, be able to complete the Business Combination on or before April 24, 2023. If that were
to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our stockholders
are otherwise in favor of consummating the Business Combination. |
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If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing
in the Business Combination Agreement (including, without limitation, receipt of stockholder
approval of the Business Combination), we intend to complete the Business Combination as
soon as possible and in any event on or before the Extended Date.
The
Company believes that given its expenditure of time, effort and money on the Business Combination, circumstances warrant providing
public stockholders an opportunity to consider the Business Combination. Accordingly, the Board is proposing the Extension Amendment
Proposal to amend our Charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate
a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase
100% of our Class A Common Stock included as part of the Units sold in our IPO from April 24, 2023 to January 24, 2024, by electing
to extend the date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time
after the Termination Date, until December 29, 2023 or a total of up to nine months after the Termination Date, unless the closing
of the Company’s initial business combination shall have occurred which we refer to as the “Extension,” and such
later date, the “Extended Date,” provided that (i) the Sponsor (or its affiliates or permitted designees) will deposit
into the Trust Account the lesser of $175,000 or $0.055 per share for each such one-month extension until January 24, 2024, 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.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you
will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public
shares for cash in the event the Business Combination is approved and completed or we have not consummated a business combination
by the Extended Date. |
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|
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, we may
put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient
votes in support of the Extension. If the Adjournment Proposal is not approved, the Board
may not be able to adjourn the Special Meeting to a later date or dates in the event that
there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal and the Trust Amendment Proposal.
Pursuant
to the Charter, the Sponsor may, but is not obligated to, request to extend the period of time to consummate a business combination
by an additional three months, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account
the Extension Payment of $862,500 for such extension in exchange for a non-interest bearing, unsecured promissory note payable upon
consummation of a business combination.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we do not complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with the Charter. |
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Why
should I vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal? |
|
Our
Board believes stockholders will benefit from the consummation of the Business Combination
and is proposing the Extension Amendment Proposal and the Trust Amendment Proposal to extend
the date by which we have to complete a business combination until the Extended Date. The
Extension would give us additional time to complete the Business Combination.
The
Board believes that it is in the best interests of our stockholders that the Extension be obtained to provide additional amount of
time to consummate the Business Combination. Without the Extension, we believe that there is substantial risk that we might not,
despite our best efforts, be able to complete the Business Combination on or before April 24, 2023. If that were to occur, unless
the Sponsor makes an additional deposit to extend the date to July 24, 2023, we would be precluded from completing the Business Combination
and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination. |
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We
believe that given our expenditure of time, effort and money on the Business Combination,
circumstances warrant providing public stockholders an opportunity to consider the Business
Combination and that it is in the best interests of our stockholders that we obtain the Extension.
Our Board believes the Business Combination will provide significant benefits to our stockholders.
For more information about the Business Combination, see our Current Report on Form 8-K filed
with the SEC on July 29, 2022.
Our
Board recommends that you vote in favor of the Extension Amendment Proposal and in favor of the Trust Amendment Proposal. |
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Why
should I vote “FOR” the Adjournment Proposal? |
|
If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to
adjourn the Special Meeting to a later date in the event that there are insufficient votes
for, or otherwise in connection with, the approval of the Extension Amendment Proposal and
the Trust Amendment Proposal.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we are unable to complete the Business Combination by the Termination Date, we will dissolve and liquidate in accordance with
the Charter. |
When
would the Board abandon the Extension Amendment Proposal and the Trust Amendment Proposal? |
|
We
intend to hold the Special Meeting to approve the Extension Amendment and the Trust Amendment Proposal and only if the Board has
determined as of the time of the Special Meeting that we may not be able to complete the Business Combination on or before April
24, 2023. If we complete the Business Combination on or before April 24, 2023, we will not implement the Extension. Additionally,
our Board will abandon the Extension Amendment and Trust Amendment if our stockholders do not approve the Extension Amendment Proposal
and the Trust Amendment Proposal. Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment
Proposal, our Board will retain the right to abandon and not implement the Extension Amendment or Trust Amendment at any time without
any further action by our stockholders, subject to the terms of the Business Combination Agreement. In addition, we will not proceed
with the Extension if the number of redemptions or repurchases of our shares of Class A Common Stock issued in our IPO, which shares
we refer to as the “public shares,” causes us to have less than $5,000,001 of net tangible assets following approval
of the Extension Amendment Proposal. |
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How
do the Company insiders intend to vote their shares? |
|
The
Sponsor is expected to vote any common stock over which it has voting control (including any public shares owned by it) in favor
of the Extension Amendment Proposal and the Trust Amendment Proposal. Currently, our Sponsor owns approximately 22.6% of our issued
and outstanding shares of common stock, including 2,156,250 Founder Shares and 390,000 shares of Class A Common Stock underlying
the Private Placement Units. The Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust
Amendment Proposal, and the Adjournment Proposal, and we have been informed by our Sponsor that it intends to vote in favor of the
Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal. Our Sponsor does not intend to purchase
shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the
Extension Amendment Proposal and the Trust Amendment Proposal. |
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What
vote is required to adopt the proposals? |
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The
approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require
the affirmative vote of holders of at least 65% of our outstanding shares of common stock
on the record date.
The
approval of the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. |
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What
if I don’t want to vote “FOR” the Extension Amendment Proposal or the Trust Amendment Proposal? |
|
If
you do not want the Extension Amendment Proposal or the Trust Amendment Proposal to be approved, you must abstain, not vote, or vote
“AGAINST” such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether
or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the
funds available in the Trust Account in connection with the Extension Amendment. If the Extension Amendment Proposal and the Trust
Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account
and paid to the redeeming holders. |
What
happens if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
|
Our
Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do
not approve the Extension Amendment Proposal and the Trust Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional
extension as permitted by the Charter, and we do not consummate a business combination by April 24, 2023, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject
to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes
payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares
of Class A Common Stock, which redemption will completely extinguish rights of public stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law.
There
will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up.
In
the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership of the
Founder Shares or Private Placement Units. |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next? |
|
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will continue
to attempt to consummate the Business Combination until the Extended Date. We expect to seek
stockholder approval of the Business Combination. If stockholders approve the Business Combination,
we expect to consummate the Business Combination as soon as possible following such stockholder
approval. Because we have only a limited time to complete our initial business combination,
even if we are able to effect the Extension, our failure to complete the Business Combination
within the requisite time period will require us to liquidate. If we liquidate, our public
stockholders may only receive $[__] per share, and our warrants will expire worthless.
This will also cause you to lose any potential investment opportunity in a target company
and the chance of realizing future gains on your investment through any price appreciation
in the combined company.
Upon
approval of the Extension Amendment Proposal and the Trust Amendment Proposal by holders of at least 65% of the common stock outstanding
as of the record date, we will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form
set forth in Annex A hereto and execute the amendment to the Trust Agreement in the form set forth in Annex B hereto.
We will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and our
units, Class A Common Stock and public warrants will remain publicly traded.
If
the Extension Amendment Proposal is approved and the board of directors decides to implement the Extension Amendment Proposal, the
Sponsor or its designees have agreed to contribute to the Company a loan referred to herein as the Extension Payment in the amount
of the lesser of (i) $175,000 or (ii) $0.055 per share for each one-month extension to be deposited into the Trust Account, the first
of which shall be deposited promptly after the Special Meeting. |
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|
The
Extension Amendment Proposal is conditioned upon the implementation of the Extension Payment.
No Extension Payment will occur if the Extension Amendment Proposal is not approved. The
Extension Payment will not bear interest and will be repayable by the Company to the Sponsor
or its designees upon consummation of the business combination. If the Company opts not to
utilize the Extension Amendment, then the Company will liquidate and dissolve promptly in
accordance with the Charter, and the Sponsor’s obligation to
make additional contributions will terminate.
If
the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount
remaining in the Trust Account and increase the percentage interest of our common stock held by our Sponsor as a result of its ownership
of the Founder Shares and Private Placement Warrants.
Notwithstanding
stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon
and not implement the Extension Amendment or the Trust Amendment at any time without any further action by our stockholders, subject
to the terms of the Business Combination Agreement.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal
or the Trust Amendment Proposal or implement the Extension Amendment or Trust Amendment. In the event the Special Meeting is cancelled
and we are unable to complete the Business Combination on or before the Termination Date, we will dissolve and liquidate in accordance
with the Charter. |
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What
happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved? |
|
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional
extension as permitted by the Charter, and we do not consummate a business combination by April 24, 2023, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject
to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal
to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes
payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares
of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless
in the event of our winding up. |
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What
happens to the Company’s warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved? |
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company restrictions
previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants
will remain outstanding and only become exercisable upon the later of the date of the completion of our initial business combination
and 12 months from the effective date of the IPO registration statement, provided we have an effective registration statement under the
Securities Act covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating
to them is available (or we permit holders to exercise warrants on a cashless basis). |
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If
I do not exercise my redemption rights now, can I exercise my redemption rights in connection with any future initial business combination? |
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Yes.
If you do not exercise your redemption rights now, you retain the right to exercise your redemption rights in connection with any
future proposed business combination, subject to any limitations set forth in the Charter. |
Am
I able to exercise my redemption rights in connection with the Business Combination? |
|
If
you were a holder of common stock as of the close of business on the record date for a meeting to seek stockholder approval of the
Business Combination, you will be able to vote on the Business Combination. The Special Meeting relating to the Extension Amendment
Proposal and the Trust Amendment Proposal does not affect your right to elect to redeem your public shares in connection with the
Business Combination, subject to any limitations set forth in our Charter (including the requirement to submit any request
for redemption in connection with the Business Combination on or before the date that is one business day before the special meeting
of stockholders to vote on the Business Combination). If you disagree with the Business Combination, you will retain your right to
redeem your public shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business
Combination, subject to any limitations set forth in our Charter. |
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How
do I attend the meeting? |
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The
Special Meeting will be held virtually via live webcast. You will be able to attend the Special
Meeting online, vote, and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/duetcorp/2023.
To access the virtual online Special Meeting, you will need your [12 digit] control number
to vote electronically at the Special meeting.
If
you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address
below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a
legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated.
Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
Stockholders
will also have the option to listen to the Special Meeting by telephone by calling:
●
Within the U.S. and Canada: +1 800- 450-7155 (toll-free)
●
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
The
passcode for telephone access: 9513916#. You will not be able to vote or submit questions unless you register for and log
in to the Special Meeting webcast as described herein. |
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How
do I change or revoke my vote? |
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You
may change your vote by e-mailing a later-dated, signed proxy card to proxy@continentalstock.com,
so that it is received by us prior to the Special Meeting or by attending the Special Meeting
online and voting. You also may revoke your proxy by sending a notice of revocation to us,
which must be received by us prior to the Special Meeting.
Please
note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm,
custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials
are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting
and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card. |
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How
are votes counted? |
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Votes
will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST”
votes and abstentions. The Extension Amendment Proposal and the Trust Amendment Proposal must be approved by the affirmative vote
of at least 65% of the outstanding shares as of the record date of our common stock, including the Founder Shares, voting together
as a single class. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting or
an abstention with respect to the Extension Amendment Proposal or the Trust Amendment Proposal will have the same effect as a vote
“AGAINST” such proposal. |
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The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting
will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is
otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted
in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment
Proposal. |
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If
my shares are held in “street name,” will my broker automatically vote them for me? |
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No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares. |
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What
is a quorum requirement? |
|
A
quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting
power of our common stock on the record date issued and outstanding and entitled to vote
at the Special Meeting, present in person or represented by proxy, constitute a quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the
absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special
Meeting, 5,628,751 shares of our common stock would be required to achieve a quorum. |
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Who
can vote at the Special Meeting? |
|
Only
holders of record of our common stock at the close of business on February 16, 2023,
are entitled to have their vote counted at the Special Meeting and any adjournments or postponements
thereof. On this record date, 9,101,250 shares of our Class A Common Stock and 2,156,250
shares of our Class B Common Stock were outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer
agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may
vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online, we urge you to
fill out and return the enclosed proxy card to ensure your vote is counted. |
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but
rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner,
you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend
the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent. |
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Does
the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment
Proposal? |
|
Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment,
the Trust Amendment Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders.
The Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal, the Trust Amendment Proposal
and the Adjournment Proposal. |
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What
interests does the Company’s Sponsor have in the approval of the proposals? |
|
Our
Sponsor has interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests
include ownership of 2,156,250 Founder Shares (purchased for $25,000) and 390,000 Private Placement Units (purchased for $3,900,000),
which would expire worthless if a business combination is not consummated. See the section entitled “The Extension Amendment
Proposal — Interests of our Sponsor.” |
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Do
I have appraisal rights if I object to the Extension Amendment Proposal and/or the Trust Amendment Proposal? |
|
Our
stockholders do not have appraisal rights in connection with the Extension Amendment Proposal and/or the Trust Amendment Proposal
under the DGCL. |
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What
do I need to do now? |
|
We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
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How
do I vote? |
|
If
you are a holder of record of our common stock, you may vote online at the Special Meeting
or by submitting a proxy for the Special Meeting.
You
will need your [12 digit] control number to vote electronically at the Special Meeting. Whether or not you plan to attend the Special
Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating
and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting
and vote online if you have already voted by proxy.
If
your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your
broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since
you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a
valid proxy from your broker or other agent. |
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How
do I redeem my shares of Class A common stock? |
|
If
the Extension is implemented, each of our public stockholders who are not the Sponsor, officers, or directors may seek to redeem
all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business
combination, or if we have not consummated a business combination by the Extended Date. |
|
|
In
order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on [__]
[__], 2023 (two business days before the Special Meeting) tender your shares physically or
electronically and submit a request in writing that we redeem your public shares for cash
to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental
Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemptions
E-mail: spacredemptions@continentalstock.com |
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What
should I do if I receive more than one set of voting materials? |
|
You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example,
if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage
account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Company shares. |
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Who
is paying for this proxy solicitation? |
|
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Laurel Hill Advisory Group, LLC to assist
in the solicitation of proxies for the Special Meeting. We have agreed to pay the Proxy Solicitor a fee of $[__]. We will also reimburse
the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain
claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also
solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation
for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials
to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business
combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an
initial business combination. |
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|
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Who
can help answer my questions? |
|
If
you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should
contact our proxy solicitor: |
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|
|
|
|
Laurel
Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, NY 11753
855-414-2266
Email: duet@laurelhill.com |
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You
may also contact us at: |
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|
DUET
Acquisition Corp.
V03-11-02,
Designer Office,
V03,
Lingkaran SV, Sunway Velocity,
Kuala
Lumpur, Malaysia
Attn: Yeoh Oon Lai
Telephone No.: +60-3-9201-1087 |
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You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information.” |
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, the pending Business Combination, our capital resources and results of operations. Likewise, our financial statements
and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can
identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to numerous
known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly
from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will happen as
described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking statements:
|
● |
our
ability to complete the Business Combination; |
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|
● |
the
anticipated benefits of the Business Combination; |
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|
● |
the
volatility of the market price and liquidity of our securities; |
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|
● |
the
use of funds not held in the Trust Account; and |
|
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|
● |
the
competitive environment in which our successor will operate following the Business Combination. |
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further
discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those
expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our other filings with
the SEC, including the final prospectus related to the IPO dated January 21, 2022 (File No. 333-261494), the Company’s Annual Report
on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 30, 2022, as amended by Amendment No. 1 filed on December
30, 2022 and Amendment No. 2 filed on January 10, 2023, and the Company’s Form 10-Qs for quarter ended March 31, 2022, filed on
May 16, 2022, and June 30, 2022 filed on August 15, 2022, and September 30, 2022 filed on November 14, 2022. You should not place undue
reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making
the forward-looking statements). The documents we file with the SEC, including those referred to above, discuss some of the risks that
could cause actual results to differ from those contained or implied in the forward-looking statements. See “Where You Can Find
More Information” for additional information about our filings.
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on March 30, 2022, as amended
by Amendment No. 1 filed on December 30, 2022 and Amendment No. 2 filed on January 10, 2023, our Quarterly Reports on Form 10-Q filed
with the SEC on November 14, 2022, August 15, 2022, and May 16, 2022, and in the other reports we file with the SEC before making a decision
to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results
may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are
not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material,
may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.
There
are no assurances that the Extension will enable us to complete a business combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that the Business
Combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety
of factors, many of which are beyond our control. If the Extension is approved, the Company expects to seek stockholder approval of the
Business Combination with the Target, which will include filing a registration statement or proxy statement with the SEC. The Company
cannot estimate when, or if, the SEC will declare such registration statement effective or clear such proxy statement for distribution
to the Company’s stockholders, as applicable.
We
are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required
to offer stockholders redemption rights again in connection with any stockholder vote to approve the Business Combination. Even if the
Extension or the Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption
periods in connection with the Extension and the Business Combination vote could exacerbate these risks. Other than in connection with
a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the
open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our
shares at favorable prices, or at all.
Furthermore,
under the terms of the Business Combination Agreement, the Company may, but is not required to, seek to enter into and consummate subscription
agreements with investors relating to a private equity investment and/or backstop arrangements in connection with the transactions (the
“PIPE Investment”) contemplated under the proposed Business Combination. Accordingly, a PIPE Investment is not a condition
of closing the Business Combination and thus there is no assurance that a PIPE Investment will occur. Moreover, there is no assurance
after any redemptions occur, the Company will be left with sufficient cash to consummate our initial business combination on commercially
acceptable terms, or at all.
Regulatory
delays could cause us to be unable to consummate the Business Combination.
We
are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination besides the
SEC of the Company’s registration statement or proxy statement, as applicable. It is presently contemplated that if any such additional
regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any
additional approvals or actions will be obtained.
Because
we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to
obtain any required regulatory approvals in connection with the Business Combination. If we liquidate, our public stockholders may only
receive $[__] per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity
in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
We
may be deemed a “foreign person” under the regulations relating to CFIUS and our failure to obtain any required approvals
within the requisite time period may require us to liquidate.
The
Company’s Sponsor is DUET Partners LLC, a Delaware limited liability company. The sponsor currently owns 2,156,250 shares of our
Class B Common Stock acquired prior to our IPO, and 390,000 Private Placement Units, that were purchased by the Sponsor in a private
placement which occurred simultaneously with the completion of the IPO. DUET Partners LLC, is controlled by non-U.S. persons and has
substantial ties to non-U.S. persons in Malaysia.
We
do not believe that either we or our Sponsor constitute a “foreign person” under CFIUS rules and regulations. However, if
CFIUS considers us to be a “foreign person” that may affect national security, we could be subject to such foreign ownership
restrictions and/or CFIUS review. If the Business Combination with the Target falls within the scope of applicable foreign ownership
restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’
jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the
Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.
Although
we do not believe we or our sponsor are a “foreign person,” CFIUS may take a different view and decide to block or delay
the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us
to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance, or
impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other
U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor. If we were to seek
an initial business combination other than the Business Combination, the pool of potential targets with which we could complete an initial
business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether
by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain
any required approvals within the requisite time period may require us to liquidate. This will also cause you to lose any potential investment
opportunity in Target and the chance of realizing future gains on your investment through any price appreciation in the combined company.
Further, there would be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its
ownership of the Founder Shares and Private Placement Units.
The
SEC issued proposed rules to regulate special purpose acquisition companies that, if adopted, may increase our costs and the time needed
to complete our initial business combination.
With
respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC
issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions
involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving
shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential
liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could become subject
to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule
that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s
duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form,
may increase the costs of and the time needed to negotiate and complete an initial business combination, and may constrain the circumstances
under which we could complete an initial business combination.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities
so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination
and instead to liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then
be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because
the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company
Act to a SPAC, including a company like ours, that may not complete its business combination within 24 months after the effective date
of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered
investment company.
If
we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition,
we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation
as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we
have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company,
we would expect to abandon our efforts to complete an initial business combination and instead to liquidate the Company.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,
instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation
of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would
reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
The
funds in the Trust Account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions
under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company
(including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment
Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the IPO
Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate
the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust
Account in cash until the earlier of consummation of our initial business combination or liquidation of the Company. Following such liquidation,
we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the
funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result,
any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would
reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
In
addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment
company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market
funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered
an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our
discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month anniversary, and instead hold
all funds in the Trust Account in cash, which would further reduce the dollar amount our public stockholders would receive upon any redemption
or liquidation of the Company.
Since
the Sponsor will lose its entire investment in us if an initial business combination is not completed, it may have a conflict of interest
in the approval of the proposals at the Special Meeting.
There
will be no distribution from the Trust Account with respect to the Company’s Founder Shares or Private Placement Units or their
respective underlying warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, our Sponsor
will not receive any monies held in the Trust Account as a result of its ownership of 2,156,250 Founder Shares that were issued to the
Sponsor prior to our IPO and 390,000 Private Placement Units that were purchased by the Sponsor in a private placement which occurred
simultaneously with the completion of the IPO. As a consequence, a liquidating distribution will be made only with respect to the public
shares. In addition, certain of executive officers have beneficial interests in the Sponsor. The Sponsor has waived its rights to liquidating
distributions from the Trust Account with respect to these securities, and all of such investments would expire worthless if an initial
business combination is not consummated. Additionally, the Sponsor can earn a positive rate of return on its overall investment in the
combined company after an initial business combination, even if other holders of our common stock experience a negative rate of return,
due to having initially purchased the Founder Shares for an aggregate of $25,000. The personal and financial interests of our Sponsor,
directors and officers may have influenced their motivation in identifying and selecting the Target for its target business combination
and consummating the Business Combination in order to close the Business Combination and therefore may have interests different from,
or in addition to, your interests as a stockholder in connection with the proposals at the Special Meeting.
The
completion of the Business Combination is subject to a number of important conditions, and the Business Combination may be terminated
before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business
Combination will be completed.
The
completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set
forth in the Business Combination Agreement, including the approval of the Business Combination by our stockholders, the approval of
the listing of the combined entity’s ordinary shares on Nasdaq, and several other customary closing conditions. If these conditions
are not satisfied or, if the Business Combination Agreement is otherwise terminated by either party, we are unlikely to find another
target for a business combination before the Effective Date.
We
have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination
is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by us if
the Business Combination is not completed.
We
and the Target expect to incur significant transaction and transition costs associated with the Business Combination and operating as
a public company following the closing of the Business Combination. We and the Target may also incur additional costs to retain key employees.
Certain transaction expenses incurred in connection with the Business Combination Agreement, including all legal, accounting, consulting,
investment banking and other fees, expenses and costs, will be paid by the combined company following the closing of the Business Combination.
Even if the Business Combination is not completed, we expect to incur approximately $[__] million in expenses in aggregate. These expenses
will reduce the amount of cash available to be used for other corporate purposes by us if the Business Combination is not completed.
We
may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with
redemptions of our common stock after December 31, 2022.
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among
other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise
Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware
corporation and our securities will trade on Nasdaq, we will be a “covered corporation” within the meaning of the IRA following
this offering. While not free from doubt, absent any further guidance from Congress, the Excise Tax may apply to any redemptions of our
common stock after December 31, 2022, including redemptions in connection with an initial business combination, unless an exemption is
available. Issuances of securities in connection with our initial business combination transaction (including any PIPE transaction at
the time of our initial business combination) are expected to reduce the amount of the Excise Tax in connection with redemptions occurring
in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. Consequently, the Excise
Tax may make a transaction with us less appealing to potential business combination targets. Further, the application of the Excise Tax
in the event of a liquidation is uncertain.
Except
for franchise taxes and income taxes, the proceeds placed in the trust account and the interest earned thereon shall not be used to pay
for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules
or laws, including without limitation any excise tax due under the IRA on any redemptions or stock buybacks by the Company.
BACKGROUND
We
are a blank check company formed in Delaware on September 20, 2021, for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
There
are currently 9,101,250 shares of Class A Common Stock and 2,156,250 shares of Class B Common Stock issued and outstanding. The shares
of Class A Common Stock include 86,250 shares of Class A Common Stock we issued as representative shares and 390,000 shares of Class
A Common Stock we issued as part of the Private Placement Units issued to our Sponsor (and/or its designees) in a private placement simultaneously
with the consummation of our IPO and the full exercise of the underwriters overallotment option. In addition, we issued warrants to purchase
8,625,000 shares of Class A Common Stock as part of our IPO and private placement warrants to purchase 390,000 shares of Class A Common
Stock, which private placement warrants were included as part of the Private Placement Units. As of record date, there were 8,625,000
public warrants outstanding. Each whole warrant entitles its holder to purchase one whole share of Class A common stock at an exercise
price of $11.50 per share. The warrants will become exercisable on the later of the date of the completion of our initial business combination
and 12 months from the effective date of our IPO registration statement and expire five years after the completion of our initial business
combination or earlier upon redemption or liquidation. We have the ability to redeem outstanding warrants at any time after they become
exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the reported last sale price of our Class A
Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third
trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.
A
total of $87,543,750, comprised of the proceeds from the IPO and the proceeds of the sale of the Private Placement Units, net of the
underwriting commissions, discounts, and offering expenses, was placed in our Trust Account in the United States maintained by Continental
Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities,” within the meaning of Section
2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open ended investment company that holds itself
out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, until the earlier of: (i)
the consummation of a business combination or (ii) the distribution of the proceeds in the Trust Account as described below.
Approximately
$[__] million was held in the Trust Account as of the record date. The mailing address of the Company’s principal executive office
is V03-11-02, Designer Office, V03, Lingkaran SV, Sunway Velocity, Kuala Lumpur, Malaysia.
Business
Combination
The
purpose of the Extension Amendment Proposal, the Trust Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us
additional time to consummate our Business Combination. As previously announced, we entered into the Business Combination Agreement on
July 25, 2022. Pursuant to the Business Combination Agreement, the parties agreed, subject to the terms and conditions of the Business
Combination Agreement, to effect the Business Combination. For more information about the Business Combination, see our Current Report
on Form 8-K filed with the SEC on July 29, 2022.
The
Company’s Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and
have the Company’s stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional
time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete
the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the
business combination and would be forced to liquidate.
We
are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination. It is presently
contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There
can be no assurance, however, that any additional approvals or actions will be obtained. This includes any potential review by a U.S.
government entity, such as CFIUS, on account of certain foreign ownership restrictions on U.S. businesses.
CFIUS
is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons
in order to determine the effect of such transactions on the national security of the United States. The scope of CFIUS was expanded
by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subject certain categories of investments to mandatory filings.
While
we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before April 24,
2023. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating the Business Combination.
Because
we have only a limited time to complete our initial business combination, even if we are able to effect the Extension, our failure to
complete the Business Combination within the requisite time period may require us to liquidate. If we liquidate, our public stockholders
may only receive $[__] per share, and our warrants will expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined
company.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended
Date.
THE
EXTENSION AMENDMENT PROPOSAL
The
Company is proposing to amend the Charter to extend the date by which the Company has to consummate an initial business combination
to the Extended Date.
The
Extension Amendment Proposal and the Trust Amendment Proposal are required for the implementation of the Board’s plan to allow
the Company more time to complete the Business Combination.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional
extension as permitted by the Charter, and we have not consummated the Business Combination by April 24, 2023, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash,
equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of
taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares
of Class A Common Stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law.
We
reserve the right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and
implement the Extension Amendment.
The
Board believes that given our expenditure of time, effort and money on the Business Combination, circumstances warrant providing public
stockholders an opportunity to consider the Business Combination and that it is in the best interests of our stockholders that we obtain
the Extension. The Board believes that the Business Combination will provide significant benefits to our stockholders. For more information
about the Business Combination, see Company’s Current Report on Form 8-K filed with the SEC on July 29, 2022.
A
copy of the proposed amendment to the Charter of the Company is attached to this Proxy Statement in Annex A.
Reasons
for the Extension Amendment Proposal
The
Charter provides that the Company has until April 24, 2023 to complete the purposes of the Company including, but not limited to, effecting
a business combination under its terms, with the proceeds deposited in the Trust Account (representing $[__] per public share). The purpose
of the Extension Amendment is to allow the Company more time to complete its initial business combination.
As
previously announced, we entered into the Business Combination Agreement on July 25, 2022. Pursuant to the Business Combination Agreement,
the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination. While
we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before April 24,
2023. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
The
Company’s IPO prospectus and Charter provide that the affirmative vote of the holders of at least 65% of all outstanding
shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective
upon, consummation of a business combination. Additionally, our IPO prospectus and Charter provide for all public stockholders
to have an opportunity to redeem their public shares in the case our corporate existence is extended as described above. Because we continue
to believe that a business combination would be in the best interests of our stockholders, and because we will not be able to conclude
a business combination within the permitted time period, the Board has determined to seek stockholder approval to extend the date by
which we have to complete a business combination beyond April 24, 2023 to the Extended Date. We intend to hold another stockholder meeting
prior to the Extended Date in order to seek stockholder approval of the Business Combination.
We
believe that the foregoing Charter provision was included to protect Company stockholders from having to sustain their investments for
an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the Charter.
We also believe that, given the Company’s expenditure of time, effort and money on finding a business combination and our entry
into the Business Combination Agreement with respect to the Business Combination, circumstances warrant providing public stockholders
an opportunity to consider the Business Combination.
If
the Extension Amendment Proposal is Not Approved
Stockholder
approval of the Extension Amendment and the Trust Amendment Proposal is required for the implementation of our Board’s plan to
extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the
Extension Amendment and the Trust Amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment
Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, our Sponsor determines not to fund any additional
extension as permitted by the Charter, and we have not consummated the Business Combination by April 24, 2023, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash,
equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of
taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares
of Class A Common Stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law. However, our Sponsor has the right under our existing Charter to extend the date to July 24, 2023, by making an additional
deposit of $862,500 into the Trust Account.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
we wind up. In the event of a liquidation, our Sponsor will not receive any monies held in the Trust Account as a result of its ownership
of the Founder Shares or the Private Placement Units.
If
the Extension Amendment Proposal Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company will file an amendment to the Charter with
the Secretary of State of the State of Delaware in the form set forth in Annex A hereto to extend the time it has to complete
a business combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, Class
A Common Stock, and public warrants will remain publicly traded. The Company will then continue to work to consummate the Business Combination
by the Extended Date.
Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
at any time without any further action by our stockholders, subject to the terms of the Business Combination Agreement. We reserve the
right at any time to cancel the Special Meeting and not to submit to our stockholders the Extension Amendment Proposal and implement
the Extension Amendment. In the event the Special Meeting is cancelled, we will dissolve and liquidate in accordance with the Charter.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a business combination by the Extended
Date.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, our Sponsor or its designees has agreed to loan to us
the lesser of $175,000 or $0.055 per share for each one-month extension up to a maximum of $1,575,000 for a total of nine one-month extensions
until January 24, 2024, unless the Closing of the Company’s initial business combination shall have occurred (the “Extension
Loan”), which amount will be deposited into the Trust Account. The Extension Loan is conditioned upon the implementation of the
Extension Amendment Proposal and the Trust Amendment Proposal. The Extension Loan will not occur if the Extension Amendment Proposal
and the Trust Amendment Proposal are not approved, or the Extension is not completed. The Extension Loan will not bear interest and will
be repayable upon consummation of a Business Combination. If the sponsor or its designees advises us that it does not intend to make
the Extension Loan, then the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal will not be put
before the stockholders at the Special Meeting and, unless the Company can complete the Business Combination by January 24, 2024, we
will dissolve and liquidate in accordance with our Charter.
The
Extension Amendment Proposal is conditioned upon the implementation of the Extension Payment. No Extension Payment will occur if the
Extension Amendment Proposal is not approved. The Extension Payment will not bear interest and will be repayable by the Company to the
Sponsor or its designees upon consummation of the business combination. If the Company opts not to utilize the Extension Amendment, then
the Company will liquidate and dissolve promptly in accordance with the Charter, and the Sponsor’s obligation
to make additional contributions will terminate.
If
the Extension Amendment Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account
in connection with the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain
in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small
fraction of the approximately $[__] held in the Trust Account as of the record date. We will not proceed with the Extension if redemptions
or repurchases of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension
Amendment Proposal.
Redemption
Rights
If
the Extension Amendment Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public
shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Holders of public shares who
do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection
with any stockholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by
the Extended Date.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED
ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL PRIOR
TO 5:00 P.M. EASTERN TIME ON [__], 2023.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on [__], 2023 (two business days before the Special
Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, 1 State
Street Plaza, 30th Floor, New York, New York 10004, Attn: SPAC Redemptions, e-mail: spacredemptions@continentalstock.com,
or to deliver your shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined
based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time
on [__], 2023 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable once the
Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not be able
to tender their shares after the vote at the Special Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to
pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least
two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the
brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to
make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on [__], 2023 (two business days before
the Special Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder
tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder may
withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting
not to redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make
such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and
the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these
shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved.
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or
returned to such stockholders.
If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares. Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $[__] at the time of the Special Meeting. The closing price
of the Company’s Class A Common Stock on the record date was $[__].
If
you exercise your redemption rights, you will be exchanging your shares of the Company’s Class A Common Stock for cash and will
no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your
stock certificate(s) to the Company’s transfer agent prior to 5:00 p.m. Eastern time on [__], 2023 (two business days before the
Special Meeting). The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to
approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the
Extension.
Vote
Required for Approval
The
affirmative vote by holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares,
is required to approve the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are not
approved, the Extension Amendment and Trust Amendment will not be implemented and, if the Business Combination has not been consummated
by April 24, 2023, as may be extended to July 24, 2023 by our Sponsor in accordance with the Charter, the Company will be required by
its Charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration
of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust
Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the
total number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish rights of public stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law. Stockholder approval of the Extension Amendment is required for the implementation of our Board’s
plan to extend the date by which we must consummate our initial business combination. Therefore, our Board will abandon and not implement
such amendment unless our stockholders approve the Extension Amendment Proposal and the Trust Amendment Proposal.
Our
Board will abandon and not implement the Extension Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal
and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither
proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain
the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Our
Sponsor is expected to vote any common stock owned by it in favor of the Extension Amendment Proposal. On the record date, our Sponsor
beneficially owned and was entitled to vote an aggregate of 2,156,250 Founder Shares and 390,000 Private Placement Units, representing
approximately 22.6% of the Company’s issued and outstanding common stock. Our Sponsor does not intend to purchase Class A Common
Stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment.
Interests
of our Sponsor, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our Sponsor, executive officers, and members of our Board
and special advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include,
among other things:
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the
fact that our Sponsor holds 2,156,250 Founder Shares and 390,000 Private Placement Units, all such securities jointly beneficially
owned by our Co-Chief Executive Officers. In addition, certain of our executive officers have beneficial interests in the Sponsor.
All of such investments would expire worthless if a business combination is not consummated; on the other hand, if a business combination
is consummated, such investments could earn a positive rate of return on their overall investment in the combined company, even if
other holders of our common stock experience a negative rate of return, due to having initially purchased the Founder Shares for
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the
fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within
the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced
below $10.15 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the
claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for
services rendered or products sold to us, but only if such a third party or target business has not executed a waiver of any and
all rights to seek access to the Trust Account; and |
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the
fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the
current members of our Board are expected to continue to serve as directors at least through the date of the special meeting to vote
on a proposed business combination and may even continue to serve following any potential business combination and receive compensation
thereafter. |
See
our Current Report on Form 8-K filed with the SEC on July 29, 2022, for more information about the interests of our Sponsor, directors
and officers in the Business Combination.
The
Board’s Reasons for the Extension Amendment Proposal and Its Recommendation
As
discussed below, after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the
best interests of the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment
Proposal and recommends that you vote “FOR” such proposal.
Our
Charter provides that the Company has until April 24, 2023 to complete the purposes of the Company including, but not limited to, effecting
a business combination under its terms with the proceeds deposited in the Trust Account (representing $10.15 per public share).
As
previously announced, we entered into the Business Combination Agreement on July 25, 2022. Pursuant to the Business Combination Agreement,
the parties agreed, subject to the terms and conditions of the Business Combination Agreement, to effect the Business Combination. While
we are using our best efforts to complete the Business Combination as soon as practicable, the Board believes that there will not be
sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there
is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on or before April 24,
2023. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if
our stockholders are otherwise in favor of consummating the Business Combination. For more information about the Business Combination,
see our Current Report on Form 8-K filed with the SEC on July 29, 2022.
Our
Charter states that if the Company’s stockholders approve an amendment to the Charter that would affect the substance or timing
of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a business combination
before April 24, 2023, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public
shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe
that this Charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable business combination in the timeframe contemplated by the Charter.
In
addition, the Company’s IPO prospectus and Charter provide that the affirmative vote of the holders of at least 65% of all outstanding
shares of common stock, including the Founder Shares, is required to extend our corporate existence, except in connection with, and effective
upon the consummation of, a business combination. We believe that, given the Company’s expenditure of time, effort and money on
finding a business combination and our entry into the Business Combination Agreement with respect to the Business Combination, circumstances
warrant providing public stockholders an opportunity to consider the Business Combination. Because we continue to believe that a Business
Combination would be in the best interests of our stockholders, the Board has determined to seek stockholder approval to extend the date
by which we have to complete a business combination beyond April 24, 2023 to the Extended Date, in the event we cannot consummate the
Business Combination by April 24, 2023.
The
Company is not asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination
is approved and completed or the Company has not consummated another business combination by the Extended Date. For more information
about the Business Combination, see our Current Report on Form 8-K filed with the SEC on July 29, 2022.
After
careful consideration of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company
and its stockholders.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a summary of certain United States federal income tax considerations for holders of our Class A Common Stock
with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is
based upon the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” the regulations promulgated by
the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer to
as the “IRS,” and judicial decisions, all as currently in effect and all of which are subject to differing interpretations
or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain
a position contrary to any of the tax considerations described below. This summary does not discuss all aspects of United States federal
income taxation that may be important to particular investors in light of their individual circumstances, such as investors subject to
special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans, S corporations, broker-dealers, traders
in securities that elect mark-to-market treatment, regulated investment companies, real estate investment trusts, trusts and estates,
partnerships and their partners, and tax-exempt organizations (including private foundations)) and investors that will hold Class A Common
Stock as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive
ownership transaction,” “constructive sale,” or other integrated transaction for United States federal income tax purposes,
investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined below) that have a functional currency
other than the United States dollar, U.S. expatriates, investors that actually or constructively own 5 percent or more of the Class A
Common Stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed below), all of whom may be subject
to tax rules that differ materially from those summarized below. In addition, this summary does not discuss any state, local, or non-United
States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax.
In addition, this summary is limited to investors that hold our Class A Common Stock as “capital assets” (generally, property
held for investment) under the Code.
If
a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class
A Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities
of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A Common
Stock, you are urged to consult your tax advisor regarding the tax consequences of a redemption.
WE
URGE HOLDERS OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING
THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S.
Federal Income Tax Considerations to U.S. Holders
This
section is addressed to U.S. Holders of our Class A Common Stock that elect to have their Class A Common Stock of the Company redeemed
for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its Class A Common Stock
of the Company and is:
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an
individual who is a United States citizen or resident of the United States; |
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a
corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in
or under the laws of the United States, any state thereof or the District of Columbia; |
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an
estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;
or |
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a
trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United
States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that
has in effect a valid election under applicable Treasury regulations to be treated as a United States person. |
Redemption
of Class A Common Stock
In
the event that a U.S. Holder’s Class A Common Stock of the Company is redeemed, the treatment of the transaction for U.S. federal
income tax purposes will depend on whether the redemption qualifies as a sale of the Class A Common Stock under Section 302 of the Code.
Whether the redemption qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by
the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) relative to all of our shares
both before and after the redemption. The redemption of Class A Common Stock generally will be treated as a sale of the Class A Common
Stock (rather than as a distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S.
Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially
equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S.
Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock
owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest
in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include
Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate
test, the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption
of Class A Common Stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively
owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if
either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares
of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance
with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other
stock. The redemption of the Class A Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion
results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will
result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances.
However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder
in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as described
below under “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of Distributions.”
U.S.
Holders of our Class A Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether
the redemption of their Class A Common Stock of the Company will be treated as a sale or as a distribution under the Code.
Gain
or Loss on a Redemption of Class A Common Stock Treated as a Sale
If
the redemption qualifies as a sale of Class A Common Stock, a U.S. Holder must treat any gain or loss recognized as capital gain or loss.
Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Class A Common
Stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal to the difference between
(i) the amount of cash received in such redemption (or, if the Class A Common Stock is held as part of a unit at the time of the disposition,
the portion of the amount realized on such disposition that is allocated to the Class A Common Stock based upon the then fair market
values of the Class A Common Stock and the one warrant included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its
Class A Common Stock so redeemed. A U.S. Holder’s adjusted tax basis in its Class A Common Stock generally will equal the U.S.
Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of Class A Common Stock or
the U.S. Holder’s initial basis for Class A Common Stock upon exercise of a whole warrant) less any prior distributions treated
as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The
deduction of capital losses is subject to limitations.
Taxation
of Distributions
If
the redemption does not qualify as a sale of Class A Common Stock, the U.S. Holder will be treated as receiving a distribution. In general,
any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to the extent paid
from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions
in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce
(but not below zero) the U.S. Holder’s adjusted tax basis in our Class A Common Stock. Any remaining excess will be treated as
gain realized on the sale or other disposition of the Class A Common Stock and will be treated as described under “U.S. Federal
Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale.”
Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite
holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a
non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at a reduced rate.
U.S.
Federal Income Tax Considerations to Non-U.S. Holders
This
section is addressed to Non-U.S. Holders of our Class A common stock that elect to have their Class A Common Stock of the Company redeemed
for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems
its Class A Common Stock of the Company and is not a U.S. Holder.
Redemption
of Class A Common Stock
The
characterization for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A Common Stock generally
will correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A Common
Stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders.”
Non-U.S.
Holders of our Class A Common Stock considering exercising their redemption rights should consult their own tax advisors as to whether
the redemption of their Class A Common Stock of the Company will be treated as a sale or as a distribution under the Code.
Gain
or Loss on a Redemption of Class A Common Stock Treated as a Sale
If
the redemption qualifies as a sale of Class A Common Stock, a Non-U.S. Holder generally will not be subject to United States federal
income or withholding tax in respect of gain recognized on a sale of its Class A Common Stock of the Company, unless:
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the
gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under
certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S.
Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption,
and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable
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the
Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption
takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s
net capital gain for the year; or |
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we
are or have been a “U.S. real property holding corporation” for United States federal income tax purposes at any time
during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Class
A Common Stock, and, in the case where shares of our Class A Common Stock are regularly traded on an established securities market,
the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A Common Stock at any time within the shorter
of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A Common
Stock. We do not believe we are or have been a U.S. real property holding corporation. |
Taxation
of Distributions
If
the redemption does not qualify as a sale of Class A Common Stock, the Non-U.S. Holder will be treated as receiving a distribution. In
general, any distributions we make to a Non-U.S. Holder of shares of our Class A Common Stock, to the extent paid out of our current
or accumulated earnings and profits (as determined under United States federal income tax principles), will constitute dividends for
U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct
of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate
of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides
proper certification of its eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as
reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A Common Stock and, to the extent
such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the
Class A Common Stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders —
Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock.” Dividends we pay to a Non-U.S. Holder
that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will
not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements.
Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated
individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable
income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a
“branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information
purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you
to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any
U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the
Extension Amendment Proposal.
THE
TRUST AMENDMENT PROPOSAL
The
Trust Amendment
The
proposed Trust Amendment would amend our existing Investment Management Trust Agreement (the “Trust Agreement”), dated as
of January 19, 2022, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), (i) allowing
the Company to extend the business combination period from April 24, 2023 to January 24, 2024 (the “Trust Amendment”) and
(ii) updating certain defined terms in the Trust Agreement. A copy of the proposed Trust Amendment is attached to this proxy statement
as Annex B. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of
its terms.
Reasons
for the Trust Amendment
The
purpose of the Trust Amendment is to give the Company the right to extend the business combination period from April 24, 2023 to January
24, 2024 and to update certain defined terms in the Trust Agreement.
The
Company’s current Trust Agreement provides that the Company has until 15 months (or up to 18 months if the Company extends the
period of time as described in more detail in the IPO Prospectus) after the closing of the IPO, and such later date as may be approved
by the Company’s stockholders in accordance with the Charter to terminate the Trust Agreement and liquidate the Trust Account.
The Trust Amendment will make it clear that the Company has until the Extended Termination Date, as defined in the Extension Amendment,
to terminate the Trust Agreement and liquidate the Trust Account. The Trust Amendment also ensures that certain terms and definitions
as used in the Trust Agreement are revised and updated according to the Extension Amendment.
If
the Trust Amendment is not approved and we do not consummate an initial Business Combination by April 24, 2023 (subject to the requirements
of law), as such date may be extended to July 24, 2023, pursuant to the current Trust Agreement, we will be required to dissolve and
liquidate our trust account by returning the then remaining funds (less up to $100,000 of the net interest to pay dissolution expenses)
in such account to the public stockholders, and our warrants to purchase common stock will expire worthless.
If
the Trust Amendment Is Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex
B hereto will be executed and the Trust Account will not be disbursed except in connection with our completion of the Business Combination
or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company
will then continue to attempt to consummate a business combination until the applicable Extended Termination Date or until the Company’s
Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable
Extended Termination Date and does not wish to seek an additional extension.
Vote
Required for Approval
The
affirmative vote of holders of at least 65% of the outstanding shares of our common stock is required to approve the Trust Amendment.
Broker non-votes, abstentions or the failure to vote on the Trust Amendment will have the same effect as a vote “AGAINST”
the Trust Amendment.
Our
Board will abandon and not implement the Trust Amendment Proposal unless our stockholders approve both the Extension Amendment Proposal
and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither
proposal will take effect. Notwithstanding stockholder approval of the Extension Amendment and Trust Amendment, our Board will retain
the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our stockholders.
Our
Sponsor is expected to vote any common stock owned by it in favor of the Trust Amendment Proposal. On the record date, our Sponsor beneficially
owned and was entitled to vote an aggregate of 2,156,250 Founder Shares and 390,000 Private Placement Units, representing approximately
22.6% of the Company’s issued and outstanding shares of common stock. Our Sponsor does not intend to purchase shares of Class A
Common Stock in the open market or in privately negotiated transactions in connection with the stockholder vote on the Trust Amendment.
You
are not being asked to vote on any business combination at this time. If the Trust Amendment is implemented and you do not elect to redeem
your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and
the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and
completed (as long as your election is made at least two (2) business days prior to the meeting at which the stockholders’ vote
is sought) or the Company has not consummated the business combination by the Extended Termination Date.
Recommendation
of the Board
OUR
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE TRUST AMENDMENT PROPOSAL.
THE
SPECIAL MEETING
Overview
Date,
Time and Place. The Special Meeting of the Company’s stockholders will be held at [10:00 a.m. Eastern Time] on [__], 2023 as
a virtual meeting via live webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via
a live webcast available at https://www.cstproxy.com/duetcorp/2023. If you plan to attend the virtual online Special Meeting,
you will need your [12 digit] control number to vote electronically at the Special Meeting. The meeting will be held virtually over the
internet by means of a live audio webcast. Only stockholders who own shares of our common stock as of the close of business on the record
date will be entitled to attend the Special Meeting.
To
register for the virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.
If
your shares are registered in your name with our transfer agent and you wish to attend the virtual meeting, go to https://www.cstproxy.com/duetcorp/2023
and enter the control number you received on your proxy card and click on the “Click here” to preregister for the
online meeting link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using
your control number. Pre-registration is recommended but is not required in order to attend.
Beneficial
stockholders who wish to attend the Special Meeting must obtain a legal proxy by contacting their account representative at the bank,
broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com.
Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend
and participate in the online-only meeting. After contacting our transfer agent a beneficial holder will receive an e-mail prior to the
meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent no later
than 72 hours prior to the meeting date.
Stockholders
will also have the option to listen to the Special Meeting by telephone by calling:
|
● |
Within
the U.S. and Canada: +1 800-450-7155 (toll-free) |
|
|
|
|
● |
Outside
of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
The
passcode for telephone access: 9513916#. You will not be able to vote or submit questions unless you register for and log in to
the Special Meeting webcast as described herein.
Voting
Power; record date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the Company’s
Class A Common Stock at the close of business on February 16, 2023, the record date for the Special Meeting. You will have one
vote per proposal for each share of the Company’s common stock you owned at that time. The Company’s warrants do not carry
voting rights.
Votes
Required. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal will require the affirmative vote of holders
of at least 65% of the Company’s common stock outstanding on the record date, including the Founder Shares. If you do not vote
or if you abstain from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes
will have the same effect as “AGAINST” votes.
At
the close of business on the record date of the Special Meeting, there were 9,101,250 shares of Class A Common Stock and 2,156,250 shares
of Class B Common Stock outstanding, each of which entitles its holder to cast one vote per proposal.
If
you do not want the Extension Amendment Proposal or the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST”
such proposal. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on the
Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust
Account in connection with the Extension Amendment Proposal. The Company anticipates that a public stockholder who tenders shares for
redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for
such shares soon after the completion of the Extension Amendment Proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to stockholders
at the Special Meeting. The Company has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies for the Special
Meeting. No recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person
or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Special Meeting if you are
a holder of record of the Company’s common stock. You may contact the Proxy Solicitor at Laurel Hill Advisory Group, LLC, 2 Robbins
Lane, Suite 201, Jericho, NY 11753, 855-414-2266, email: duet@laurelhill.com.
THE
ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. In no event will our
Board adjourn the Special Meeting beyond April 24, 2023.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal
and the Trust Amendment Proposal.
Vote
Required for Approval
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to
vote in person, by proxy or online at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal.
Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on
the outcome of the Adjournment Proposal.
Recommendation
of the Board
Our
Board unanimously recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.