DUET Acquisition (DUET) 10-K1 Apr 242023 FY Annual reportFinancial data

Company Profile

Cover

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 29, 2024	Jun. 30, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
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	+60-3
Local Phone Number	9201-1087
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
Entity Public Float			$ 53
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Auditor Firm ID	3686
Auditor Name	Adeptus Partners, LLC
Auditor Location	Ocean, New Jersey
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant [Member]
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 [Member]
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 [Member]
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		1,673,336
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,156,250

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 87,134	$ 27,066
Total Current Assets	87,134	27,066
Cash and Marketable Securities held in trust account	13,979,449	88,592,161
Total Assets	14,066,583	88,619,227
Current liabilities
Accrued expenses	1,914,504	25,000
Account payable	168,747	182,520
Amount due to related party	2,009
Franchise tax payable	19,713	190,207
Income tax payable	63,662	229,101
Excise tax liability	785,497
Extension loan	1,090,000
Working capital loan	1,242,500	100,000
Total Current Liabilities	5,286,632	726,828
Deferred underwriter commission	2,587,500	2,587,500
Total Liabilities	7,874,132	3,314,328
Commitments and Contingencies
Class A common stock $0.0001 par value; 100,000,000 shares authorized; 1,283,336 and 8,625,000 shares subject to possible redemption issued and outstanding, at $10.15 per share, as of December 31, 2023 and 2022, respectively	13,025,860	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
Accumulated deficit	(6,833,673)	(2,239,115)
Total Stockholders’ Deficit	(6,833,409)	(2,238,851)
Total Liabilities and Stockholders’ Deficit	14,066,583	88,619,227
Common Class A [Member]
Stockholders’ Equity (Deficit)
Common stock value	48	48
Common Class B [Member]
Stockholders’ Equity (Deficit)
Common stock value	$ 216	$ 216

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	100,000,000	100,000,000
Temporary equity, shares issued	1,283,336	8,625,000
Temporary equity, shares outstanding	1,283,336	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	1,283,336	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

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Formation and operating costs	$ (2,570,024)	$ (1,097,191)
Franchise tax	(190,000)	(191,682)
Loss from Operations	(2,760,024)	(1,288,873)
Other Income
Interest earned on marketable securities held in trust account	3,136,356	1,048,411
Net Income (Loss) before income tax provision	376,332	(240,462)
Income tax provision	(153,561)	(229,101)
Net Income (Loss)	$ 222,771	$ (469,563)
Common Class A [Member]
Other Income
Weighted average shares outstanding of common stock basic	6,627,390	8,502,812
Weighted average shares outstanding of common stock diluted	6,627,390	8,502,812
Basic net income (loss) per common stock	$ 0.14	$ (0.02)
Diluted net income (loss) per common stock	$ 0.14	$ (0.02)
Common Class B [Member]
Other Income
Weighted average shares outstanding of common stock basic	2,156,250	2,156,250
Weighted average shares outstanding of common stock diluted	2,156,250	2,156,250
Basic net income (loss) per common stock	$ (0.33)	$ (0.14)
Diluted net income (loss) per common stock	$ (0.33)	$ (0.14)

Statements of Changes in Stockh

Statements of Changes in Stockholders' Deficit - USD ($)	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 216	$ 24,784	$ (1,523)	$ 23,477
Balance, shares at Dec. 31, 2021		2,156,250
Net income (loss)				(469,563)	(469,563)
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)
Balance at Dec. 31, 2022	$ 48	$ 216		(2,239,115)	(2,238,851)
Balance, shares at Dec. 31, 2022	476,250	2,156,250
Remeasurement of Class A Common Stock Subject to Redemption				(4,031,832)	(4,031,832)
Excise tax liability				(785,497)	(785,497)
Net income (loss)				222,771	222,771
Balance at Dec. 31, 2023	$ 48	$ 216		$ (6,833,673)	$ (6,833,409)
Balance, shares at Dec. 31, 2023	476,250	2,156,250

Statement of Cash Flows

Statement of Cash Flows - USD ($)	12 Months Ended
Statement of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 222,771	$ (469,563)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(3,136,356)	(1,048,411)
Interest withdrawn from the Trust Account	679,346
Changes in operating assets and liabilities:
Accounts payable	(13,773)	180,997
Accrued expenses	1,889,504	25,000
Amount due to related party	2,009
Franchise tax payable	(170,494)	190,207
Income tax payable	(165,439)	229,101
Net cash used in operating activities	(692,432)	(892,669)
Cash flows from investing activities:
Cash withdrawn from Trust Account in connection with redemption	74,517,890
Investment of cash in Trust Account	(1,480,000)	(87,571,802)
Net cash provided by (used in) investing activities	73,037,890	(87,571,802)
Cash flows from financing activities:
Proceeds from working capital loan	1,142,500	100,000
Proceeds from extension loan	1,090,000
Redemption of Class A common stock	(74,517,890)
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 (used in) provided by financing activities	(72,285,390)	88,466,537
Net change in cash	60,068	2,066
Cash at the beginning of the period	27,066	25,000
Cash at the end of the period	87,134	27,066
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		3,057
Remeasurement of Class A Common Stock subject to redemption	4,031,832
Excise tax liability accrued for Class A Common Stock subject to redemption	$ 785,497

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS	12 Months Ended
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION, 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 December 31, 2023, the Company had not commenced any operations. All activity for the period from September 20, 2021 (inception) through December 31, 2023, relates to the Company’s formation, the initial public offering described below and activities necessary to identify a potential target and prepare for a Business Combination. 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 Initial 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 Initial Public 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 11,250,000 506,250 337,500 Each Unit consists of one share of Class A common stock of the Company, par value $ 0.0001 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 $ 4,374,016 1,293,750 2,587,500 492,766 Following the closing of the Initial Public Offering $ 818,211 87,134 3,702,694 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 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 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 24 months (subject to a three month extension of time, as set forth in the Company’s registration statement) from the closing of the Initial 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 On April 19, 2023, the Company held a virtual special meeting of its stockholders (the “ Special Meeting Extension Amendment Proposal 100 175,000 0.055 On December 18, 2023, the Company held a virtual special meeting of its stockholders (the “ Special Meeting Extension Amendment Proposal 100 40,000 0.04 In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Special Meeting, holders of 3,760,678 10.95 41.2 14.1 On December 19, 2023, the Company deposited two payments in an aggregate of $ 80,000 February 24, 2024 40,000 March 24, 2024 40,000 April 24, 2024 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 Termination of the Merger Agreement 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, J. Streicher Technical Services, LLC, a Delaware limited liability company, Anteco Systems, S.L., trading as AnyTech365, a company incorporated in Spain and registered at the Commercial Registry of Malaga under reference MA-122108, Miguel Ángel Casales Ruiz and Thomas Marco Balsloev, as the sellers’ representatives, and Lee Keat Hin, as the Company’s representative. On April 6, 2023, the Company provided the other parties with written notice of the termination of the Merger Agreement pursuant to Section 11.1 thereof (the “Termination”). No party will be required to pay another party a termination fee as a result of the Termination. The termination of the Merger Agreement also terminates and makes void the Support Agreement, the Non-Competition and Non-Solicitation Agreement, and the Lock-up Agreement (each as defined in the Merger Agreement), each of which were executed concurrently with the Merger Agreement. Business Combination Agreement As previously disclosed, the Company entered into a binding letter of intent with Fenix 360 Pte. Ltd., a Singapore private company limited by shares (the “Target”), on July 6, 2023, pursuant to which DUET agreed to acquire all of the outstanding equity interests of the Target. On November 28, 2023, DUET and the Target entered into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”). DUET and the Target are sometimes referred to this Annual Report on Form 10-K, individually, as a “Party” and, collectively, as the “Parties.” Our Chairman of the Board of Directors, Larry Gan Nyap Liou, serves as a financial advisor to the Target pursuant to a pre-existing relationship with the Target. Accordingly, Mr. Gan has recused himself, and will continue to recuse himself, from all Board decisions related to the Business Combination. Domestication Pursuant to and upon the closing (the “Closing”) of the transactions contemplated in the Business Combination Agreement (collectively, the “Business Combination”), the Company will transfer by way of continuation from the State of Delaware to the Cayman Islands and domesticate (the “Domestication”) as a Cayman Islands exempted company limited by shares in accordance with Section 390 of the Delaware General Corporation Law, as amended, and Part XII of the Cayman Islands Companies Act, as amended (the “Cayman Companies Act”). (a) each share of DUET’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one ordinary share of DUET (the “DUET Ordinary Shares”), (b) each share of DUET’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one DUET Ordinary Share, (c) each warrant of DUET that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one DUET Ordinary Share at an exercise price of $11.50 per share on the terms Business Combination Pursuant to the Business Combination Agreement, as consideration for the Business Combination, the shareholders of the Target (each, a “Target Shareholder” and, together, the “Target Shareholders”) are entitled to receive an aggregate of 61,000,000 10.00 610,000,000 Upon the terms and subject to the conditions of the Business Combination Agreement, at or prior to the Closing, each Target Shareholder will deliver to Continental Stock Transfer & Trust Company (the “Exchange Agent”) a share exchange agreement in the form mutually agreed to between the Parties (a “Share Exchange Agreement”) that has been duly executed by that Target Shareholder, surrender any original certificates for the Target Ordinary Shares held by such Target Shareholder, and deliver such other documents reasonably requested by DUET. In exchange, DUET will issue and cause the Exchange Agent to deliver to each Target Shareholder the amount of DUET Ordinary Shares due to such Target Shareholder pursuant to the Business Combination Agreement. Representations and Warranties; Covenants Pursuant to the Business Combination Agreement, the Parties made customary representations and warranties for transactions of this type. The Business Combination Agreement includes certain covenants that are customary for transactions of this type, including obligations of the Parties to use reasonable best efforts to operate their respective businesses in the ordinary course and to refrain from taking certain specified actions without the prior written consent of the applicable party, in each case, subject to certain exceptions and qualifications. The Parties have agreed not to solicit, negotiate, or enter into a competing transaction. Additionally, the Target has agreed to certain other covenants, including to (a) deliver the PCAOB Financials (as defined in the Business Combination Agreement) to DUET no later than December 11, 2023, (b) conclude investigations, examinations and diligence with respect to certain agreed-upon items by December 12, 2023 (the “Due Diligence Period”), and (c) onboard certain employees of one of the Target’s primary software developers. The covenants in the Business Combination Agreement generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing. Reserve Against Certain Liabilities Certain of the Target Shareholders (the “Legacy Shareholders”) are to deposit with the Escrow Agent at Closing their pro rata portion of an aggregate of 4,500,000 Conditions to Obligations of Both Parties at Closing The obligations of the Parties to consummate the Business Combination are subject to the satisfaction of the following conditions, any one or more of which may be waived by in writing by either or both of the Parties: (a) DUET stockholder approval of the Business Combination has been obtained; (b) all of the Target Shareholders have submitted a Share Exchange Agreement and have exchanged all of the Target Ordinary Shares for the DUET Ordinary Shares in accordance with the terms of the Business Combination Agreement no later than the date of the DUET Stockholders’ Meeting (defined below); (c) the Proxy/Registration Statement (as defined below) shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending the effectiveness of the Proxy/Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the U.S. Securities and Exchange Commission (the “SEC”) and not withdrawn; (d) the Nasdaq Stock Market LLC (“Nasdaq”) shall have completed its review of the “Listing of Additional Shares Notification Form” filed by DUET with Nasdaq with respect to the DUET Ordinary Shares to be issued in connection with the Business Combination; (e) no Exchange Objection (as defined in the Business Combination Agreement) shall have been raised, or any such Exchange Objection which has been raised shall have been addressed; (f) no federal, state, provincial, municipal, local or foreign government, governmental authority, taxing, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal (“Governmental Authority”) shall have enacted, issued, promulgated, enforced or entered any statute, law, ordinance, rule, order, or regulation (“Law”) that is then in effect and which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits consummation of the Business Combination, other than any such restraint that is immaterial, or for which the relevant Governmental Authority does not have jurisdiction over either of the parties hereto with respect to the Business Combination; and (g) all Closing deliverables required under the Business Combination Agreement have been provided. Conditions to Obligations of DUET at Closing Pursuant to the Business Combination Agreement, the obligations of DUET to consummate, or cause to be consummated, the Business Combination are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by DUET: (a)(i) the representations and warranties of the Target regarding the capitalization of the Target are true and correct in all respects of the date of the Closing except with respect to such representations and warranties speaking to an earlier date, which shall be true and correct at and as of such date, subject to changes made to the Business Combination Agreement, (ii) the Target’s Fundamental Representations (as defined in the Business Combination Agreement) other than those regarding the capitalization of the Target shall be true and correct as of the date of the Closing, subject to certain qualifications and exceptions, and (iii) each of the representations and warranties of the Target other than the Target’s Fundamental Representations shall be true and correct as of the date of the Closing, subject to certain qualifications and exceptions; (b) each of the covenants of the Target to be performed as of or prior to the Closing shall have been performed in all material respects; (c) there shall not have occurred a Company Material Adverse Effect (as defined in the Business Combination Agreement); (d) each of the Restrictive Covenant Agreements (as defined in the Business Combination Agreement) with each of the Key Executives (as defined in the Business Combination Agreement) shall be in full force and effect at Closing; (e) the Target’s unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Target and its Subsidiaries as of and for the nine-month period ended September 30, 2023, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant shall have been provided; and (f) all closing deliveries required by the Business Combination Agreement shall have been delivered. Conditions to Obligations of the Target at Closing The obligation of the Target to consummate is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Target: (a) subject to certain qualifications and exceptions in each: (i) the representations and warranties of DUET regarding the capitalization of DUET shall be true and correct as of the Closing, (ii) DUET’s Fundamental Representations (as defined in the Business Combination Agreement) other than those regarding the capitalization of DUET shall be materially true and correct as of date of the Closing, subject to certain exceptions, and (iii) each of the representations and warranties of DUET contained in the Business Combination Agreement other than those regarding organization, due authorization, absence of changes, capitalization, and brokers’ fees shall be true and correct as of Closing; (b) the Class A Common Stock shall remain listed on the Nasdaq Global Market; and (c) each of the covenants of DUET to be performed as of or prior to the Closing shall have materially been performed. Termination The Business Combination Agreement may be terminated and the transactions therein may be abandoned: (a) by DUET pursuant to a failure of the Target to deliver timely the PCAOB Financials, or comply with the requests of DUET during the Due Diligence Period; (b) by DUET if the Proxy/Registration Statement is not declared effective or such effectiveness is materially delayed due to any action or omission by the Target; (c) by the Target if DUET is delisted from the Nasdaq Global Market for any reason other than a breach by the Target or Legacy Shareholders of obligations to the Business Combination Agreement; (d) by mutual written consent of all Parties; (e) by DUET or the Target if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or order that is then in effect and which has the effect of making the Business Combination illegal or which otherwise prevents or prohibits their consummation; (f) by DUET if (i) there is a breach of any representation, warranty, covenant or agreement on the part of the Target, such that the conditions obligating DUET to close would not be satisfied, subject to a 30 day cure period for the Target, or (ii) the Closing has not occurred on or before the date on which the DUET charter expires and the Parties agree it shall not be extended (the “Agreement End Date”), unless DUET is in material breach of the Business Combination Agreement; (g) by DUET if the original certificates for the Target duly endorsed for transfer to DUET have not been submitted for exchange along with duly executed Share Exchange Agreements from the Target Shareholders by the date of the DUET Stockholders’ Meeting; (h) by the Target by written notice to DUET if (i) there is any breach of any representation, warranty, covenant or agreement on the part DUET set forth in the Business Combination Agreement, such that the conditions obligating the Target to close would not be satisfied at Closing, subject to a 30 day cure period for DUET upon notice, or (ii) the Closing has not occurred on or before the Agreement End Date, unless the Target is in material breach of the Business Combination Agreement; or (i) if the resolution of outstanding accrued underwriting fees payable to EF Hutton, division of Benchmark Investments LLC, are not resolved, in a manner satisfactory to both DUET and the Target before the Closing. In the event the Business Combination Agreement is terminated pursuant to (a), (b) or (f) above, the Target shall pay DUET $ 3,500,000 The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. 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. Going Concern, Liquidity and Capital Resources As of December 31, 2023, the Company had $ 87,134 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 1,242,500 We currently believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during the period leading up to the business combination, however this cannot be guaranteed.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2023
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. 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 December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2023 and 2022, the balance in the Trust Account was $ 13,979,449 88,592,161 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 Initial Public 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 December 31, 2023 and 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. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, and is therefore classified as temporary equity on the balance sheet. On December 31, 2022, there are 476,250 8,625,000 3,580,986 10.38 37,167,327 3,760,678 10.95 41.2 14.1 On December 31, 2023, there are 476,250 1,283,336 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2023 and 2022, the Class A Common Stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET December 31, December 31, 2023 2022 Redeemable Class A Common Stock – Opening Balance $ 87,543,750 $ 87,543,750 Less: Redemption of Class A common stock, including interest (78,549,722 ) - Plus: Re-measurement of carrying value to redemption value 4,031,832 - Redeemable Class A Common Stock - Ending Balance $ 13,025,860 $ 87,543,750 Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 281,250 The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income(loss) per share: Numerators: Allocation of net income(loss) including carrying value to redemption value $ 938,012 $ (715,241 ) $ (162,488 ) $ (307,075 ) Allocation of net income $ 4,199,916 $ 54,687 $ (162,488 ) $ (307,075 ) Denominators: Weighted-average shares outstanding 6,627,390 2,156,250 8,502,812 2,156,250 Basic and diluted net income(loss) per share $ 0.14 $ (0.33 ) $ (0.02 ) $ (0.14 ) 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. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 13,979,449 $ 88,592,161 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the Warrants qualify for equity treatment in the Company’s financial statements. 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 has evaluated 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, 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. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in April 2023 and December 2023; as a result, the Company recorded $ 785,497

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
INITIAL PUBLIC OFFERING	Dec. 31, 2023
Regulated Operations [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company offered for sale up to 8,625,000 10.00 11.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2023
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	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2023
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 initial stockholders have 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 nil 190,478 Working Capital Loan 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 On July 6, 2023, the Company issued a promissory note (the “Promissory Note”) in the principal amount of $ 1,500,000 10.00 1,242,500 100,000 Extension Loan On April 19, 2023, the Stockholders of the Company approved the Extension Amendment and the Trust Amendment to allow the Company to extend the deadline from April 24, 2023 to January 24, 2024, or such earlier date as determined by the board of directors, pursuant to nine one-month extensions, provided that (i) the Sponsor or its affiliates or permitted designees will deposit into the Trust Account the lesser of (x) $ 175,000 0.055 175,000 Extension Payment 0.03 May 24, 2023 First Extension 175,000 0.03 June 24, 2023 175,000 0.03 July 24, 2023 175,000 0.03 August 24, 2023 175,000 0.03 September 24, 2023 175,000 0.03 October 24, 2023 175,000 0.03 November 24, 2023 175,000 0.03 December 24, 2023 On December 18, 2023, at 9:00 a.m. ET, DUET Acquisition Corp., a Delaware corporation (the “ Company Special Meeting Stockholders Trust Amendment Proposal Deadline Date Trust Amendment th business combination Extension 40,000 0.04 Charter Amendment 40,000 Extension Payment 0.04 February 24, 2024 January Extension As of December 31, 2023 and 2022, there was $ 1,090,000 nil Convertible Note Purchase Agreement On July 6, 2023, DUET Partners LLC (the “Sponsor”) and Fenix entered into a convertible note purchase agreement (the “Note Purchase Agreement”), pursuant to which Fenix agreed to loan $ 200,000 800,000 500,000 1,500,000 The Note Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party thereto. The representations and warranties contained therein were made only for the purposes of the Note Purchase Agreement, and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain limitations set forth therein. The Fenix Notes are due and payable by the Sponsor upon the closing of the Proposed Business Combination between the Company and Fenix (the “Maturity Date”). The Fenix Notes are convertible into common stocks of the Company pursuant to terms that will be set forth in the Definitive Agreement. The Fenix Notes will be cancelled and the principal amount of the loans disbursed by the Sponsor to the Company (as described below in the section titled “ Promissory Note The issuance of the Fenix Notes will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing descriptions of the Note Purchase Agreement and the Fenix Notes are summaries only and are qualified in their entirety by the full text of the Note Purchase Agreement and the form of the Fenix Notes which is attached to the Note Purchase Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. 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 the Sponsor $ 10,000 15-month period 45,000 120,000 75,000 nil

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2023
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 common stocks 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 stocks). 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	12 Months Ended
STOCKHOLDERS’ EQUITY	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7. STOCKHOLDERS’ EQUITY Class A Common Stock 100,000,000 0.0001 476,250 1,283,336 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 stocks 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 stocks issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stocks 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 stocks issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stocks until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stocks 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 common stocks 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 common stocks 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.

INCOME TAX

INCOME TAX	12 Months Ended
INCOME TAX	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8. INCOME TAX The income tax provision consists of the following: SCHEDULE OF INCOME TAX PROVISION Years Ended Years Ended December 31, December 31, 2023 2022 Federal Current $ 153,561 $ 229,101 Deferred — — State and Local Current $ — $ — Deferred — — Change in valuation allowance — — Income tax provision $ 153,561 $ 229,101 The Company’s net deferred tax assets are as follows: SCHEDULE OF NET DEFERRED TAX ASSETS Years Ended Years Ended December 31, December 31, 2023 2022 Deferred Tax Assets Sec. 195 Start-up Costs $ 275,594 $ — Acquisition Cost 264,111 — Total Deferred Tax Assets 539,705 — Deferred Tax Liability — — Unrealized gain on Investment in Trust Account — — Total Deferred Tax Assets — — Less: Valuation allowance (539,705 ) — Deferred Tax Assets, net of allowance $ — $ — As of December 31, 2023 and 2022, the Company had zero The federal net operating losses can be carried forward indefinitely, subject to a limitation in utilization against 80% of annual taxable income In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance of $ 539,705 nil A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Years Ended Years Ended December 31, December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit — % — % Return to Accrual & Prior Year True Ups (74.38 )% — % Transaction costs allocated to warrant issuance — % — % Change in valuation allowance 143.41 % — % Income tax provision 90.03 % 21.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. 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 Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. 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 after the balance sheet date. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than what is listed below: On February 16, 2024, the Company, caused to be deposited $ 40,000 March 24, 2024 40,000 April 24, 2024

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2023
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.
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 December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in mutual funds. At December 31, 2023 and 2022, the balance in the Trust Account was $ 13,979,449 88,592,161
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 Initial Public 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 December 31, 2023 and 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.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events, and is therefore classified as temporary equity on the balance sheet. On December 31, 2022, there are 476,250 8,625,000 3,580,986 10.38 37,167,327 3,760,678 10.95 41.2 14.1 On December 31, 2023, there are 476,250 1,283,336 If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2023 and 2022, the Class A Common Stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET December 31, December 31, 2023 2022 Redeemable Class A Common Stock – Opening Balance $ 87,543,750 $ 87,543,750 Less: Redemption of Class A common stock, including interest (78,549,722 ) - Plus: Re-measurement of carrying value to redemption value 4,031,832 - Redeemable Class A Common Stock - Ending Balance $ 13,025,860 $ 87,543,750
Net income (loss) per share	Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 281,250 The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income(loss) per share: Numerators: Allocation of net income(loss) including carrying value to redemption value $ 938,012 $ (715,241 ) $ (162,488 ) $ (307,075 ) Allocation of net income $ 4,199,916 $ 54,687 $ (162,488 ) $ (307,075 ) Denominators: Weighted-average shares outstanding 6,627,390 2,156,250 8,502,812 2,156,250 Basic and diluted net income(loss) per share $ 0.14 $ (0.33 ) $ (0.02 ) $ (0.14 )
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. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 13,979,449 $ 88,592,161
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the Warrants qualify for equity treatment in the Company’s financial statements.
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 has evaluated 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, 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.
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in April 2023 and December 2023; as a result, the Company recorded $ 785,497

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET	As of December 31, 2023 and 2022, the Class A Common Stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET December 31, December 31, 2023 2022 Redeemable Class A Common Stock – Opening Balance $ 87,543,750 $ 87,543,750 Less: Redemption of Class A common stock, including interest (78,549,722 ) - Plus: Re-measurement of carrying value to redemption value 4,031,832 - Redeemable Class A Common Stock - Ending Balance $ 13,025,860 $ 87,543,750
SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE	The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Redeemable Non- Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income(loss) per share: Numerators: Allocation of net income(loss) including carrying value to redemption value $ 938,012 $ (715,241 ) $ (162,488 ) $ (307,075 ) Allocation of net income $ 4,199,916 $ 54,687 $ (162,488 ) $ (307,075 ) Denominators: Weighted-average shares outstanding 6,627,390 2,156,250 8,502,812 2,156,250 Basic and diluted net income(loss) per share $ 0.14 $ (0.33 ) $ (0.02 ) $ (0.14 )
SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC	The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC Level December 31, 2023 December 31, 2022 Assets: Cash and marketable securities held in trust account 1 $ 13,979,449 $ 88,592,161

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
INCOME TAX (Tables)	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF INCOME TAX PROVISION	The income tax provision consists of the following: SCHEDULE OF INCOME TAX PROVISION Years Ended Years Ended December 31, December 31, 2023 2022 Federal Current $ 153,561 $ 229,101 Deferred — — State and Local Current $ — $ — Deferred — — Change in valuation allowance — — Income tax provision $ 153,561 $ 229,101
SCHEDULE OF NET DEFERRED TAX ASSETS	The Company’s net deferred tax assets are as follows: SCHEDULE OF NET DEFERRED TAX ASSETS Years Ended Years Ended December 31, December 31, 2023 2022 Deferred Tax Assets Sec. 195 Start-up Costs $ 275,594 $ — Acquisition Cost 264,111 — Total Deferred Tax Assets 539,705 — Deferred Tax Liability — — Unrealized gain on Investment in Trust Account — — Total Deferred Tax Assets — — Less: Valuation allowance (539,705 ) — Deferred Tax Assets, net of allowance $ — $ —
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Years Ended Years Ended December 31, December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit — % — % Return to Accrual & Prior Year True Ups (74.38 )% — % Transaction costs allocated to warrant issuance — % — % Change in valuation allowance 143.41 % — % Income tax provision 90.03 % 21.00 %

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS (Details Narrative) - USD ($)															12 Months Ended
	Mar. 19, 2024	Feb. 16, 2024	Dec. 19, 2023	Dec. 18, 2023	Nov. 24, 2023	Oct. 13, 2023	Sep. 12, 2023	Aug. 20, 2023	Jul. 20, 2023	Jun. 20, 2023	May 04, 2023	Apr. 21, 2023	Apr. 19, 2023	Jan. 24, 2022	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from sale of units																$ 84,660,072
Deferred underwriting commissions															2,587,500	2,587,500
Proceeds from sale of private placement units																3,900,000
Proceeds from offering and private placements														$ 87,543,750
Cash in Trust Account														818,211	14,100,000
Cash in operating bank															87,134	$ 27,066
Working capital															$ 3,702,694
Redemption percentage															100%
Share price available for distribution for public offering price per unit															$ 10
Redemption of shares															100,000,000	100,000,000
Temporary equity, redemption price per share															$ 10.15	$ 10.15
Domestication, shares conversion description															(a) each share of DUET’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one ordinary share of DUET (the “DUET Ordinary Shares”), (b) each share of DUET’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), that is issued and outstanding immediately prior to the Domestication shall become one DUET Ordinary Share, (c) each warrant of DUET that is outstanding immediately prior to the Domestication shall, from and after the Domestication, represent the right to purchase one DUET Ordinary Share at an exercise price of $11.50 per share on the terms
Deposit of ordinary shares into escrow															4,500,000
Business combination termination fee															$ 3,500,000
Working capital loan															$ 1,242,500	$ 100,000
Promissory note repaid														193,535
Duet Partners LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share															$ 10.15
Proceeds from issuance of shares															$ 25,000
Working capital loan															$ 190,478
Extension Amendment and Trust Amendment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of repurchase of equity				100%									100%
Deposits				$ 40,000									$ 175,000
Share price			$ 0.04	$ 0.04	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.055
Business combination, two extension payment			$ 80,000
Business combination, extension date			Feb. 24, 2024		Dec. 24, 2023	Nov. 24, 2023	Oct. 24, 2023	Sep. 24, 2023	Aug. 24, 2023	Jul. 24, 2023	Jun. 24, 2023	May 24, 2023
Payments for Deposits			$ 40,000		$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000
Extension Amendment and Trust Amendment [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business combination, extension date	Apr. 24, 2024	Mar. 24, 2024
Payments for Deposits	$ 40,000	$ 40,000
Business Combination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share															$ 10
Number of shares issued for acquisitions															61,000,000
Number of shares issued acquisitions, value															$ 610,000,000
Duet Partners LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquistion, ownership interest percentage															50%
Duet Partners LLC [Member] \| Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquistion, ownership interest percentage															80%
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value															$ 0.0001	$ 0.0001
Common Class A [Member] \| Extension Amendment and Trust Amendment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Redemption of shares			3,760,678	3,760,678									3,580,986
Temporary equity, redemption price per share			$ 10.95	$ 10.95									$ 10.38
Shares redeemed value			$ 41,200,000	$ 41,200,000									$ 37,167,327
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from sale of units															$ 1,293,750
Shares issued, price per share															$ 10
Transaction costs														4,374,016
Cash underwriting fees														1,293,750
Deferred underwriting fees														2,587,500
Other costs														$ 492,766
Intangible assets net															$ 5,000,001
IPO [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of stock units issued														7,500,000
Number of units issued, at par value														$ 10
Proceeds from sale of units														$ 75,000,000
Offering costs														5,161,516
Deferred underwriting commissions														$ 2,250,500
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of stock units issued															390,000
Offering costs															$ 3,900,000
Shares issued, price per share															$ 10
Private Placement [Member] \| Duet Partners LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
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
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of stock units issued														1,125,000
Number of units issued, at par value														$ 10
Proceeds from sale of units														$ 11,250,000
Offering costs														506,250
Deferred underwriting commissions														$ 337,500
Units description														Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share
Over-Allotment Option [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value														$ 0.0001
Shares issued, price per share														$ 11.50
Private Placement One [Member] \| Duet Partners LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of stock units issued														33,750
Proceeds from sale of private placement units														$ 337,500

SCHEDULE OF CLASS A COMMON STOC

SCHEDULE OF CLASS A COMMON STOCK REFLECTED ON BALANCE SHEET (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Redeemable Class A Common Stock – Opening Balance	$ 87,543,750	$ 87,543,750
Redemption of Class A common stock, including interest	(78,549,722)
Re-measurement of carrying value to redemption value	4,031,832
Redeemable Class A Common Stock - Ending Balance	$ 13,025,860	$ 87,543,750

SCHEDULE OF NET INCOME (LOSS) B

SCHEDULE OF NET INCOME (LOSS) BASIC AND DILUTED PER SHARE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Common Stock [Member]
Allocation of net income(loss) including carrying value to redemption value	$ 938,012	$ (162,488)
Allocation of net income	$ 4,199,916	$ (162,488)
Weighted-average shares outstanding, basic	6,627,390	8,502,812
Weighted-average shares outstanding, diluted	6,627,390	8,502,812
Basic net income (loss) per share	$ 0.14	$ (0.02)
Diluted net income (loss) per share	$ 0.14	$ (0.02)
Non Redeemable Common Stock [Member]
Allocation of net income(loss) including carrying value to redemption value	$ (715,241)	$ (307,075)
Allocation of net income	$ 54,687	$ (307,075)
Weighted-average shares outstanding, basic	2,156,250	2,156,250
Weighted-average shares outstanding, diluted	2,156,250	2,156,250
Basic net income (loss) per share	$ (0.33)	$ (0.14)
Diluted net income (loss) per share	$ (0.33)	$ (0.14)

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT ON RECURRING BASIC (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Cash and marketable securities held in trust account	$ 13,979,449	$ 88,592,161

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)				12 Months Ended
	Dec. 19, 2023	Dec. 18, 2023	Apr. 19, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 24, 2022
Cash equivalents				$ 0	$ 0
Marketable securities				$ 13,979,449	$ 88,592,161
Temproary equity, shares outstanding				1,283,336	8,625,000
Redemption of shares				100,000,000	100,000,000
Temporary equity, redemption price per share				$ 10.15	$ 10.15
Aggregate amount				$ 14,100,000		$ 818,211
Cash, FDIC insured amount				250,000
Excise tax liability				$ 785,497
Common Class A [Member]
Common stock, shares outstanding				476,250	476,250
Common Class A [Member] \| Extension Amendment and Trust Amendment [Member]
Redemption of shares	3,760,678	3,760,678	3,580,986
Temporary equity, redemption price per share	$ 10.95	$ 10.95	$ 10.38
Shares redeemed value	$ 41,200,000	$ 41,200,000	$ 37,167,327
Common Class B [Member]
Common stock, shares outstanding				2,156,250	2,156,250
Common stock subject to forfeiture of shares				281,250

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member]	12 Months Ended
INITIAL PUBLIC OFFERING (Details Narrative) - IPO [Member]	Dec. 31, 2023 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of common stock issued \| shares	8,625,000
Shares issued price per share	$ 10
Exercise price of warrants	$ 11.50

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member]	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of stock units issued \| shares	390,000
Share price per share \| $ / shares	$ 10
Incurring offering costs \| $	$ 3,900,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)												12 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 19, 2023	Nov. 24, 2023	Oct. 13, 2023	Sep. 12, 2023	Aug. 20, 2023	Jul. 20, 2023	Jul. 06, 2023	Jun. 20, 2023	May 04, 2023	Apr. 21, 2023	Oct. 17, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 18, 2023	Apr. 19, 2023	Oct. 01, 2021
Related Party Transaction [Line Items]
Value of aggregate purchased shares													$ 86,250,000
Promissory note - related party												$ 2,009
Conversion price per share							$ 10					$ 10
Working capital loan												$ 1,242,500	100,000
Extension loan												1,090,000
Administrative services expense												45,000	120,000
Accrued administrative expense												75,000
Extension Amendment and Trust Amendment [Member]
Related Party Transaction [Line Items]
Deposits														$ 40,000	$ 175,000
Share price	$ 0.04	$ 0.03	$ 0.03	$ 0.03	$ 0.03	$ 0.03		$ 0.03	$ 0.03	$ 0.03				$ 0.04	$ 0.055
Business combination, extension payment	$ 40,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000		$ 175,000	$ 175,000	$ 175,000
Business combination, extension date	Feb. 24, 2024	Dec. 24, 2023	Nov. 24, 2023	Oct. 24, 2023	Sep. 24, 2023	Aug. 24, 2023		Jul. 24, 2023	Jun. 24, 2023	May 24, 2023
Convertible Note Purchase Agreement [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount							$ 1,500,000
Cash received from convertible loan							200,000
Additional issuance of loan							800,000
Loan funds							500,000
Administrative Service Agreement [Member]
Related Party Transaction [Line Items]
Payment to sponsor												$ 10,000
Payment period												15-month period
Maximum [Member]
Related Party Transaction [Line Items]
Notes amount available for conversion												$ 1,500,000
Common Class B [Member]
Related Party Transaction [Line Items]
Shares issued, price per share											$ 12
Duet Partners LLC [Member]
Related Party Transaction [Line Items]
Number of aggregate purchased shares											2,156,250
Value of aggregate purchased shares											$ 25,000
Shares issued, price per share												$ 10.15
Debt instrument, face amount							$ 1,500,000									$ 300,000
Promissory note - related party													$ 190,478
Working capital loan												$ 190,478

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jan. 24, 2022	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from public offering			$ 84,660,072
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from public offering		$ 1,293,750
Number of common stock issued		8,625,000
IPO [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from public offering	$ 75,000,000
Underwriting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of additional offers percentage		15%
Underwriting discount percentage		1.50%
Proceeds from public offering		$ 2,587,500
Deferred underwriting fee percentage		3%
Underwriting Agreement [Member] \| Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of common stock issued		86,250

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 31, 2022	Oct. 17, 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]
Shares issued, price per share	$ 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
Common stock, shares issued	476,250	476,250
Common stock, shares outstanding	476,250	476,250
Common stock, shares redemption	1,283,336	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 issued	2,156,250	2,156,250
Common stock, shares outstanding	2,156,250	2,156,250
Shares issued, price per share			$ 12

SCHEDULE OF INCOME TAX PROVISIO

SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($)	12 Months Ended
SCHEDULE OF INCOME TAX PROVISION (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Federal
Current	$ 153,561	$ 229,101
Deferred
State and Local
Current
Deferred
Change in valuation allowance
Income tax provision	$ 153,561	$ 229,101

SCHEDULE OF NET DEFERRED TAX AS

SCHEDULE OF NET DEFERRED TAX ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets
Sec. 195 Start-up Costs	$ 275,594
Acquisition Cost	264,111
Total Deferred Tax Assets	539,705
Deferred Tax Liability
Unrealized gain on Investment in Trust Account
Total Deferred Tax Assets
Less: Valuation allowance	(539,705)
Deferred Tax Assets, net of allowance

SCHEDULE OF EFFECTIVE INCOME TA

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit
Return to Accrual & Prior Year True Ups	(74.38%)
Transaction costs allocated to warrant issuance
Change in valuation allowance	143.41%
Income tax provision	90.03%	21%

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
INCOME TAX (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal and state net operating loss	$ 0	$ 0
Limitation on annual taxable income	The federal net operating losses can be carried forward indefinitely, subject to a limitation in utilization against 80% of annual taxable income
Valuation allowance	$ 539,705

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Extension Amendment and Trust Amendment [Member] - USD ($)	Mar. 19, 2024	Feb. 16, 2024	Dec. 19, 2023	Nov. 24, 2023	Oct. 13, 2023	Sep. 12, 2023	Aug. 20, 2023	Jul. 20, 2023	Jun. 20, 2023	May 04, 2023	Apr. 21, 2023
Subsequent Event [Line Items]
Business combination, extension payment			$ 40,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000	$ 175,000
Business combination, extension date			Feb. 24, 2024	Dec. 24, 2023	Nov. 24, 2023	Oct. 24, 2023	Sep. 24, 2023	Aug. 24, 2023	Jul. 24, 2023	Jun. 24, 2023	May 24, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Business combination, extension payment	$ 40,000	$ 40,000
Business combination, extension date	Apr. 24, 2024	Mar. 24, 2024