Item 1.02. Termination of Material Definitive Agreement.
Termination of Merger Agreement
As previously disclosed, on July 25, 2022, DUET Acquisition Corp., a Delaware
corporation (the "Company" or "Duet") entered into a definitive Business
Combination Agreement and Plan of Merger (the "Merger Agreement") with Millymont
Limited, a private limited company incorporated in Ireland ("Holdco"), Duet
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco
("Merger Sub"), J. Streicher Technical Services, LLC, a Delaware limited
liability company ("J. Streicher"), Anteco Systems, S.L., trading as AnyTech365,
a company incorporated in Spain and registered at the Commercial Registry of
Malaga under reference MA-122108 (the "Target"), Miguel Ángel Casales Ruiz and
Thomas Marco Balsloev, as the sellers' representatives (the "Sellers'
Representatives") and Lee Keat Hin, as the Company's representative (the
"Company Representative"). The Company, Merger Sub, Holdco, J. Streicher,
Target, Sellers' Representatives, and Company Representative are sometimes
referred to herein individually as a "Party" and, collectively, as the
"Parties."
On April 6, 2023, the Company provided the other Parties with written notice of
the termination of the Merger Agreement pursuant to Section 11.1 thereof (the
"Termination"). No Party will be required to pay another Party a termination fee
as a result of the Termination.
The termination of the Merger Agreement also terminates and makes void the
Support Agreement, the Non-Competition and Non-Solicitation Agreement, and the
Lock-up Agreement (each as defined in the Merger Agreement), each of which were
executed concurrently with the Merger Agreement.
The foregoing description of the Merger Agreement is not complete and is
qualified in its entirety by reference to and the terms and conditions of the
Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K on July 29, 2022.
Item 7.01. Regulation FD Disclosure.
On April 6, 2023, the Company issued a press release announcing the termination
of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to
be filed for purposes of Section 18 of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"), or otherwise be subject to the liabilities of that
section, nor will it be deemed to be incorporated by reference in any filing
under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated April 6, 2023
Cover Page Interactive Data File (Embedded within the Inline XBRL
104 document and included in Exhibit)
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