DUET Acquisition (DUET) 10-Q14 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 14, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-41237
Entity Registrant Name	DUET Acquisition Corp.
Entity Central Index Key	0001890671
Entity Tax Identification Number	87-2744116
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	V03-11-02, Designer Office
Entity Address, Address Line Two	V03, Lingkaran SV
Entity Address, Address Line Three	Sunway Velocity
Entity Address, City or Town	Kuala Lumpur
Entity Address, Country	MY
Entity Address, Postal Zip Code	55100
City Area Code	(914)
Local Phone Number	316-4805
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Trading Symbol	DUETU
Security Exchange Name	NASDAQ
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	DUET
Security Exchange Name	NASDAQ
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	DUETW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		9,101,250
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,156,250

Balance Sheets

Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 27,165	$ 25,000
Deferred offering costs		190,478
Total Current Assets	27,165	215,478
Cash and Marketable Securities held in trust account	88,156,041
Total Assets	88,183,206	215,478
Current liabilities
Accrued expenses	167,246	1,523
Promissory note – related party		190,478
Working capital loan	50,000
Total Current Liabilities	217,246	192,001
Deferred underwriter commission	2,587,500
Total Liabilities	2,804,746	192,001
Commitments and Contingencies
Class A common stock subject to possible redemption; 8,625,000 shares (at $10.15 per share)	87,543,750
Stockholders’ Equity (Deficit)
Preference Shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		24,784
Accumulated deficit	(2,165,554)	(1,523)
Total Stockholders’ Equity (Deficit)	(2,165,290)	23,477
Total Liabilities and Stockholders’ Equity (Deficit)	88,183,206	215,478
Common Class A [Member]
Stockholders’ Equity (Deficit)
Common stock value	48
Common Class B [Member]
Stockholders’ Equity (Deficit)
Common stock value	$ 216	$ 216

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Temproary equity redemption shares	8,625,000	8,625,000
Temporary equity, redemption price per share	$ 10.15	$ 10.15
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	476,250	476,250
Common stock, shares outstanding	476,250	476,250
Common stock, shares redemption	8,625,000	8,625,000
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,156,250	2,156,250
Common stock, shares outstanding	2,156,250	2,156,250

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2022	Sep. 30, 2022
Formation and operating costs	$ (83,864)	$ (1,006,818)
Franchise tax		(1,475)
Loss from Operations	(83,864)	(1,008,293)
Other Income
Interest earned on marketable securities held in trust account	461,831	612,292
Net Income (Loss)	$ 377,967	$ (396,001)
Common Class A [Member]
Other Income
Weighted average shares outstanding of Class B common stock	9,101,250	8,331,659
Basic and diluted net loss per common stock	$ 0.04	$ (0.02)
Common Class B [Member]
Other Income
Weighted average shares outstanding of Class B common stock	2,156,250	2,156,250
Basic and diluted net loss per common stock	$ (0.01)	$ (0.10)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity Deficit (Unaudited) - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance at Dec. 31, 2021		$ 216	$ 24,784	$ (1,523)	$ 23,477
Beginning balance, shares at Dec. 31, 2021		2,156,250
Sale of Units in Initial Public Offering, net of offering costs	$ 863		86,249,138		86,250,000
Sale of units in initial public offering, net of offering costs, shares	8,625,000
Class A Common Stock subject to possible redemption	$ (863)		(87,542,888)		(87,543,750)
Class A common stock subject to possible redemption, shares	(8,625,000)
Sale of Private Placement Units	$ 39		3,899,961		3,900,000
Sale of private placement units, shares	390,000
Representative share	$ 9		862,491		862,500
Representative share, shares	86,250
Offering and underwriting costs			(2,674,015)		(2,674,015)
Deferred underwriting commission			(2,587,500)		(2,587,500)
Re-classification			1,768,029	(1,768,029)
Net income				(365,765)	(365,765)
Ending balance at Mar. 31, 2022	$ 48	$ 216		(2,135,317)	(2,135,053)
Ending balance, shares at Mar. 31, 2022	476,250	2,156,250
Beginning balance at Dec. 31, 2021		$ 216	24,784	(1,523)	23,477
Beginning balance, shares at Dec. 31, 2021		2,156,250
Net income					(396,001)
Ending balance at Sep. 30, 2022	$ 48	$ 216		(2,165,554)	(2,165,290)
Ending balance, shares at Sep. 30, 2022	476,250	2,156,250
Beginning balance at Mar. 31, 2022	$ 48	$ 216		(2,135,317)	(2,135,053)
Beginning balance, shares at Mar. 31, 2022	476,250	2,156,250
Net income				(408,204)	(408,204)
Ending balance at Jun. 30, 2022	$ 48	$ 216		(2,543,521)	(2,543,257)
Ending balance, shares at Jun. 30, 2022	476,250	2,156,250
Net income				377,967	377,967
Ending balance at Sep. 30, 2022	$ 48	$ 216		$ (2,165,554)	$ (2,165,290)
Ending balance, shares at Sep. 30, 2022	476,250	2,156,250

Statement of Cash Flows (Unaudi

Statement of Cash Flows (Unaudited)	9 Months Ended
Statement of Cash Flows (Unaudited)	Sep. 30, 2022 USD ($)
Cash flows from operating activities:
Net loss	$ (396,001)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(612,292)
Changes in operating assets and liabilities:
Accounts payable	165,723
Prepaid expenses
Net cash used in operating activities	(842,570)
Cash flows from investing activities:
Investment of cash in Trust Account	(87,571,802)
Net cash used in investing activities	(87,571,802)
Cash flows from financing activities:
Working capital loan	50,000
Collection of subscription receivable
Proceeds from sale of Units, net of IPO costs	84,660,072
Proceeds from sale of private placement units	3,900,000
Repayment of promissory note – related party	(193,535)
Net cash provided by financing activities	88,416,537
Net change in cash	2,165
Cash at the beginning of the period	25,000
Cash at the end of the period	27,165
Supplemental disclosure of non-cash investing and financing activities:
Deferred underwriting fee payable	2,587,500
Initial Classification of Class A Common Stock subject to redemption	87,543,750
Deferred offering costs paid for by Promissory note – related party	$ 3,058

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DUET Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on September 20, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from September 20, 2021 (inception) through September 30, 2022, relates to the Company’s formation, its initial public offering, and its entry into a business combination agreement and plan of merger, as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is DUET Partners LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 19, 2022. On January 24, 2022, the Company consummated its Initial Public Offering of 7,500,000 10.00 75,000,000 5,161,516 2,250,500 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 356,250 10.00 3,562,500 Subsequently, on January 24, 2022, the Company consummated the closing of the sale of 1,125,000 10.00 11,250,000 506,250 337,500 one 0.0001 one one 11.50 Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 33,750 337,500 A total of $ 87,543,750 Transaction costs of the Initial Public Offering with the exercise of the overallotment amounted to $ 5,667,766 1,293,750 2,587,500 492,766 Following the closing of the Initial Public Offering $ 818,211 27,165 190,081 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 On July 25, 2022, the Company entered into a definitive business combination agreement and plan of merger (the “Merger Agreement”) with Millymont Limited, a private limited company incorporated in Ireland (“Holdco”), Duet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Merger Sub”), J. Streicher Technical Services, LLC, a Delaware limited liability company (“J. Streicher”), Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered at the Commercial Registry of Malaga under reference MA-122108 (the “Target”), Miguel Ángel Casales Ruiz and Thomas Marco Balsloev, as the sellers’ representatives (the “Sellers’ Representatives”) and Lee Keat Hin, as the Company’s representative (the “Company Representative”). Pursuant to the Merger Agreement, the parties will 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, as a result of which (a) the Company will issue shares of Class A Common Stock to Holdco, with such amount of shares to be determined in accordance with the terms of the Merger Agreement, (b) all of the issued and outstanding shares of Class A Common Stock held by the Company’s stockholders (other than Holdco) shall be converted into ordinary shares of Holdco at a one-for-one ratio, and (c) each outstanding warrant of the Company will be assumed by Holdco and automatically adjusted to become exercisable to purchase one ordinary share of Holdco (the “Proposed Business Combination”). In connection with the Proposed Business Combination, the Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of such Business Combination in connection with a stockholder meeting called to approve such Business Combination. In the event the Proposed Business Combination is not consummated, the Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 The Company will have until 15 months (subject to a three-month extension of time, as set forth in the Company’s registration statement) from the closing of the Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100 10.00 The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.15 Liquidity and Capital Resources As of September 30, 2022, the Company had $ 27,165 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 190,478 193,535 50,000 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At September 30, 2022, the balance in the Trust Account was $ 88,156,041 Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Offering and that were charged to stockholders’ equity upon the completion of the Offering. Should the Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from September 20, 2021 (inception) to September 30, 2022. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
PUBLIC OFFERING	Sep. 30, 2022
Regulated Operations [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Public Offering, the Company offered for sale up to 8,625,000 10.00 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
PRIVATE PLACEMENT	Sep. 30, 2022
Private Placement
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT The Sponsor purchased an aggregate of 390,000 10.00 3,900,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 17, 2021, the Sponsor purchased 2,156,250 25,000 The Sponsor, in addition to the Company’s officers and directors, agreed not to transfer, assign or sell any of the Class B common stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note – Related Party On October 1, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 190,478 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 50,000 Administrative Services Arrangement The Company’s Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to DUET Partners LLC, the Sponsor $ 10,000 15-month period 90,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A Common Stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to an additional 15 The underwriters were entitled to a cash underwriting discount of one and one-half percent ( 1.5 1,293,750 3.0 2,587,500 Additionally, 86,250

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
STOCKHOLDERS’ EQUITY	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Class A Common Stock 100,000,000 0.0001 476,250 8,625,000 Class B Common Stock 10,000,000 0.0001 2,156,250 Preferred Shares 1,000,000 0.0001 no Warrants The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the audited financial statements were available to issue. No subsequent events were identified.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At September 30, 2022, the balance in the Trust Account was $ 88,156,041
Deferred offering costs	Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Offering and that were charged to stockholders’ equity upon the completion of the Offering. Should the Offering have proved to be unsuccessful, these deferred costs, as well as additional expenses incurred, would have been charged to operations.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from September 20, 2021 (inception) to September 30, 2022.
Net loss per share	Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recent Accounting Standards	Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.
Risks and Uncertainties	Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

DESCRIPTION OF ORGANIZATION A_2

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)			9 Months Ended
	Jan. 24, 2022	Oct. 17, 2021	Sep. 30, 2022	Dec. 31, 2021
Number of stock units issued	1,125,000
Number of units issued, at par value	$ 10
Proceeds from sale of Units, net of IPO costs	$ 11,250,000		$ 84,660,072
Incurring offering costs	506,250
Deferred offering costs	337,500			$ 190,478
Proceeds from sale of private placement units			3,900,000
Number of common stock issued		2,156,250
Proceeds from offering and private placements	87,543,750
Cash in operating bank			27,165	25,000
Working capital			$ 190,081
Redemption percentage			100%
Share price available for distribution for public offering price per unit			$ 10
Due from Officers or Stockholders			$ 190,478
Proceeds from (Repayments of) Debt	$ 193,535
Working capital loan			50,000
Sponsor [Member]
Proceeds from sale of Units, net of IPO costs			$ 25,000
Duet Partners LLC [Member]
Business acquistion, ownership interest percentage			50%
Duet Partners LLC [Member] \| Minimum [Member]
Business acquistion, ownership interest percentage			80%
Common Class A [Member]
Number of common stock issued	1
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001
Number of warrant issued	1
Shares issued, price per share	$ 11.50
IPO [Member]
Proceeds from sale of Units, net of IPO costs			$ 2,587,500
Incurring offering costs	$ 5,667,766
Number of common stock issued			8,625,000
Shares issued, price per share			$ 10
Cash underwriting fees	1,293,750
Deferred underwriting fees	2,587,500
Other costs	492,766
Cash held in trust account	$ 818,211
Intangible assets net			$ 5,000,001
IPO [Member] \| Common Class A [Member]
Number of stock units issued	7,500,000
Number of units issued, at par value	$ 10
Proceeds from sale of Units, net of IPO costs	$ 75,000,000
Incurring offering costs	5,161,516
Deferred offering costs	$ 2,250,500
Number of common stock issued			86,250
Private Placement [Member]
Number of stock units issued			390,000
Incurring offering costs			$ 3,900,000
Private Placement [Member] \| Duet Partners LLC [Member]
Number of stock units issued	356,250
Number of units issued, at par value	$ 10
Proceeds from sale of private placement units	$ 3,562,500
Private Placement One [Member] \| Duet Partners LLC [Member]
Number of stock units issued	33,750
Proceeds from sale of private placement units	$ 337,500
Proposed Public Offering [Member]
Proceeds from sale of Units, net of IPO costs			$ 1,293,750
Shares issued, price per share			$ 10.15

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Sep. 30, 2022 USD ($)
Net Investment Income [Line Items]
Cash equivalents, at carrying value	$ 0
Cash, FDIC insured amount	250,000
Mutual Fund [Member]
Net Investment Income [Line Items]
Marketable securities	$ 88,156,041

PUBLIC OFFERING (Details Narrat

PUBLIC OFFERING (Details Narrative) - $ / shares		9 Months Ended
PUBLIC OFFERING (Details Narrative) - $ / shares	Oct. 17, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Number of common stock issued	2,156,250
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock issued		8,625,000
Shares issued price per share		$ 10
Exercise Price of Warrants or Rights		$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - USD ($)		9 Months Ended
PRIVATE PLACEMENT (Details Narrative) - USD ($)	Jan. 24, 2022	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Number of stock units issued	1,125,000
Incurring offering costs	$ 506,250
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of stock units issued		390,000
Share Price		$ 10
Incurring offering costs		$ 3,900,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Oct. 17, 2021	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Oct. 01, 2021
Number of aggregate purchased shares	2,156,250
Value of aggregate purchased shares	$ 25,000	$ (87,543,750)
Promissory note - related party				$ 190,478
Lenders discretion			$ 1,500,000
Conversion price			$ 10
Working Capital Loans			$ 50,000
Administrative Fees Expense			90,000
Administrative service agreement [Member]
Debt Instrument, Periodic Payment			$ 10,000
Debt Instrument, Frequency of Periodic Payment			15-month period
Sponsor [Member]
Promissory note - related party			$ 190,478
IPO [Member]
Number of aggregate purchased shares			8,625,000
Common stock exceeds per share			$ 10
Debt Instrument, Face Amount					$ 300,000
Common Class B [Member]
Common stock exceeds per share	$ 12

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jan. 24, 2022	Oct. 17, 2021	Sep. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Underwriting discount percentage			1.50%
Proceeds from public offering	$ 11,250,000		$ 84,660,072
Deferred underwriting fee percentage			3%
Number of common stock issued		2,156,250
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock issued	1
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of additional offers percentage			15%
Proposed Public Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from public offering			$ 1,293,750
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from public offering			$ 2,587,500
Number of common stock issued			8,625,000
IPO [Member] \| Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from public offering	$ 75,000,000
Number of common stock issued			86,250

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares	Sep. 30, 2022	Jan. 24, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Warrant [Member]
Class of Stock [Line Items]
Share price	$ 0.01
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000		100,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares, outstanding	476,250		476,250
Common stock, shares redemption	8,625,000		8,625,000
Warrant exercise price	$ 18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000		10,000,000
Common stock, par value	$ 0.0001		$ 0.0001
Common stock, shares, outstanding	2,156,250		2,156,250