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| CIK | 1871745 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Direct Selling Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 1, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of in |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40831 CUSIP Number: 25460L103 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| April 1, 2025 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law DIRECT SELLING ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Direct Selling Acquisi |
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| March 14, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| February 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorpo |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorpo |
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| January 3, 2025 |
AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment, dated as of December 27, 2024 (this “Amendment”) to that certain Business Combination Agreement, dated as of January 17, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Direct Selling Acquisition Corp., a Delaware |
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| November 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLI |
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| November 13, 2024 |
SC 13G/A 1 d872470dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) DIRECT SELLING ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) |
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| November 12, 2024 |
DSAQ / Direct Selling Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d810996dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Direct Selling Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of t |
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| October 25, 2024 |
DSAQ / Direct Selling Acquisition Corp. / MANGROVE PARTNERS Passive Investment SC 13G/A 1 mangrove-dsaq093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Direct Selling Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of th |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorp |
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| October 1, 2024 |
Exhibit 2.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment, dated as of September 28, 2024 (this “Amendment”) to that certain Business Combination Agreement, dated as of January 17, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Direct Selling Acquisition Corp., a Delawar |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorp |
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| August 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING AC |
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| July 1, 2024 |
Exhibit 2.1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Amendment, dated as of June 28, 2024 (this “Amendment”) to that certain Business Combination Agreement, dated as of January 17, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Direct Selling Acquisition Corp., a Delaware cor |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporati |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporati |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporatio |
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| May 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporatio |
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| May 23, 2024 |
OTC Markets Group Welcomes Direct Selling Acquisition Corp. to OTCQX Exhibit 99.1 OTC Markets Group Welcomes Direct Selling Acquisition Corp. to OTCQX NEW YORK – May 23, 2024 – OTC Markets Group Inc. (OTCQX: OTCM), operator of regulated markets for trading 12,000 U.S. and international securities, today announced Direct Selling Acquisition Corp. (OTCQX: DSAQ), a blank check company, has qualified to trade on the OTCQX® Best Market. Direct Selling Acquisition Corp. |
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| May 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10- K/A ( Amendment No.1 ) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM [•] TO [•] COMMISSION |
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| May 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQ |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40831 CUSIP Number: 25460L103 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K |
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| May 15, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock and Units, each consisting of one share of Class A common stock and one-half of redeemable warrant (the "Securities") of Direct Selling Acquisition Corp. |
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| May 13, 2024 |
DSAQ / Direct Selling Acquisition Corp. / Antara Capital LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Direct Selling Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 25460L103 (CUSIP Number) December 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Desi |
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| May 13, 2024 |
EX-99.A Exhibit A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share, of Direct Selling Acquisition Corp. (this “Agreement”), is being filed, and al |
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| April 30, 2024 |
Filed by Direct Selling Acquisition Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hunch Technologies Limited Commission File No. 132-02865 The following are magazine articles made available in April 2024. Private jet charter industry set for sky-high growth in India With the India Aviation M |
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| April 29, 2024 |
Exhibit 99.1 Direct Selling Acquisition Corp. Announces Delisting of Common Stock and Units from the New York Stock Exchange Application Pending to Transfer Shares to OTCQX Plano, TX — April 29, 2024 — Direct Selling Acquisition Corp. (NYSE: DSAQ) (the “Company”) today announced that it has received a notice letter (the “Delisting Notice”) from the New York Stock Exchange (“NYSE”) that the staff o |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 DIRECT SELLING ACQUISITION CORP. |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 DIRECT SELLING ACQUISITION CORP. |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 DIRECT SELLING ACQUISITION CORP. |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 DIRECT SELLING ACQUISITION CORP. |
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| April 12, 2024 |
Exhibit 99.1 Direct Selling Acquisition Corp. Announces Notification to New York Stock Exchange of Intention to Voluntarily Delist Common Stock and Units Application Pending to Transfer Shares to Nasdaq Global Market Plano, TX — April 12, 2024 — Direct Selling Acquisition Corp. (NYSE: DSAQ) (the “Company”) today announced its intention to voluntarily delist its Class A common stock, par value $0.0 |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Direct Selling Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 25460L103 (CUSIP Number) April 1, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| April 5, 2024 |
Filed by Direct Selling Acquisition Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hunch Technologies Limited. Commission File No. 132-02865 The following is a magazine article made available in April 2024. 24 In Flight USA Celebrating 39 Years April 2024 WILL VTOL BECOME THE NEXT BIG WAVE IN |
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| April 1, 2024 |
Amendment to Amended and Restated Certificate of Incorporation (Redemption Limitation Amendment). EX-3.2 Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law DIRECT SELLING ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Direct Selling |
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| April 1, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10- K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM [•] TO [•] COMMISSION FILE NUMBER001-40831 |
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| April 1, 2024 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Direct Selling Acquisition Corp.’s securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation (“Charter”), which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| April 1, 2024 |
Promissory Note, dated April 1, 2024, between DSAQ and the Sponsor. EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| April 1, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| April 1, 2024 |
Direct Selling Acquisition Corp. Clawback Policy.* Exhibit 97.1 CLAWBACK POLICY DIRECT SELLING ACQUISTION CORP. PURPOSE Direct Selling Acquisition Corp. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| April 1, 2024 |
Amendment to Amended and Restated Certificate of Incorporation (Extension Amendment). Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law DIRECT SELLING ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Direct Selling Acquisi |
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| April 1, 2024 |
Amendment to Amended and Restated Certificate of Incorporation (Founder Share Amendment). EX-3.3 Exhibit 3.3 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law DIRECT SELLING ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Direct Selling |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| February 28, 2024 |
Filed by Direct Selling Acquisition Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hunch Technologies Limited. Commission File No. 132-02865 The following is a press release first made available on February 28, 2024. Hunch Mobility, a Leading Provider of Urban Air Mobility in India Enters int |
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| February 26, 2024 |
Filed by Direct Selling Acquisition Corp. Filed by Direct Selling Acquisition Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hunch Technologies Limited. Commission File No. 132-02865 Explanatory Note: This filing on Form 425 corrects an article that was filed on Form 425 on February 20, 2024. The previously filed article incorrectly |
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| February 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| February 20, 2024 |
Filed by Direct Selling Acquisition Corp. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Hunch Technologies Limited. Commission File No. 132-02865 EXPLANATORY NOTE The following is a communication first made available on February 16, 2024. This communication, published by a third-party, incorrectly |
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| February 14, 2024 |
DSAQ / Direct Selling Acquisition Corp. / Shaolin Capital Management LLC Passive Investment SC 13G/A 1 shaolindsaq123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIRECT SELLING ACQUISITION CORP. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this |
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| February 14, 2024 |
DSAQ / Direct Selling Acquisition Corp. / MANGROVE PARTNERS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 12, 2024 |
SC 13G 1 d776383dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) DIRECT SELLING ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check |
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| February 9, 2024 |
DSAQ / Direct Selling Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d773822dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Direct Selling Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St |
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| February 8, 2024 |
DSAQ / Direct Selling Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment SC 13G 1 ef20020039sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Direct Selling Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Direct Selling Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 1, 2024 |
SC 13G/A 1 dsaqa120124.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Direct Selling Acquisition Cl A (Name of Issuer) Common Stock (Title of Class of Securities) 25460L103 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the ap |
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| January 19, 2024 |
SC 13G/A 1 p24-0169sc13ga.htm DIRECT SELLING ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Direct Selling Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2023 (Date of event which requires |
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| January 18, 2024 |
EX-10.1 Exhibit 10.1 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 17, 2024, is made by and among Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned Su |
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| January 18, 2024 |
EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among DIRECT SELLING ACQUISITION CORP., AEROFLOW URBAN AIR MOBILITY PRIVATE LIMITED, HUNCH TECHNOLOGIES LIMITED, FLYBLADE (INDIA) PRIVATE LIMITED and HTL MERGER SUB LLC, dated as of January 17, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS Section 1.01 Definitions 4 Section 1.02 Construction 26 Section 1.03 Knowledge 27 Section 1 |
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| January 18, 2024 |
EX-99.1 Exhibit 99.1 Hunch Mobility, a Leading Provider of Urban Air Mobility in the Indian Subcontinent, Enters Into Business Combination Agreement With Direct Selling Acquisition Corp. • Hunch Mobility Is an Urban Air Mobility Platform Dedicated To Providing “By-The-Seat” Short Distance Air Mobility Services in India • Operated More Than 1,626 Flights to Date, With an Expected Addressable Market |
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| January 18, 2024 |
EX-10.4 Exhibit 10.4 PRINCIPAL SHAREHOLDER SUPPORT AGREEMENT This PRINCIPAL SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2024, is made by and among Direct Selling Acquisition Corp., Inc., a Delaware corporation (“DSAQ”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), Quick Response Services Provide |
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| January 18, 2024 |
EX-10.5 Exhibit 10.5 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2024, is made by and among DSAC Partners LLC, a Delaware limited liability company (“Sponsor”), Direct Selling Acquisition Corp., Inc., a Delaware corporation (“DSAQ”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 ( |
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| January 18, 2024 |
EX-10.3 Exhibit 10.3 SUBSCRIPTION AGREEMENT Hunch Technologies Limited 5th Floor, The Circle, Millenium City Centre, Gurugram Sec 29, Haryana 122002, India Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Hunch Technologies Limited, a private limited company incorporated in |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 DIRECT SELLING ACQUISITION CORP. |
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| January 18, 2024 |
EX-10.2 Exhibit 10.2 SUBSCRIPTION AGREEMENT Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, Texas 75024 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Direct Selling Acquisition Corp. (“SPAC”), a Delaware corporation, and the undersigned investor (the “Investo |
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| January 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 DIRECT SELLING ACQUISITION CORP. |
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| January 18, 2024 |
EX-99.2 Hunch Urban Mobility INVESTOR PRESENTATION January 2024 Exhibit 99.2 Disclaimers This presentation (together with the oral remarks in connection herewith, the “Presentation”) is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect the proposed business combination (the “Business Combination”) by and among Direct Sell |
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| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQUISITI |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 DIRECT SELLING ACQUISITION CORP. |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQUISITION CO |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQUISITION C |
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| May 9, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 (May 5, 2023) DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporation |
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| May 9, 2023 |
Promissory Note, dated May 5, 2023, issued by Direct Selling Acquisition Corp. to DSAC Partners LLC. EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Direct Selling Acquisition Cl A (Name of Issuer) Common Stock (Title of Class of Securities) 25460L103 (CUSIP Number) April 28, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| April 5, 2023 |
EX-99.A Exhibit A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share, of Direct Selling Acquisition Corp. (this “Agreement”), is being filed, and al |
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| April 5, 2023 |
DSAQ / Direct Selling Acquisition Corp - Class A / Antara Capital LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* Direct Selling Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 25460L103 (CUSIP Number) March 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate t |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10- K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM [•] TO [•] COMMISSION FILE NUMBER001- 40831 |
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| March 31, 2023 |
EX-4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Direct Selling Acquisition Corp.’s securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation (“Charter”), which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of whic |
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| March 28, 2023 |
Amendment to Amended and Restated Certificate of Incorporation EX-3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law DIRECT SELLING ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “Direct Selling |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 (March 24, 2023) Direct Selling Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdict |
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| March 28, 2023 |
Promissory Note, dated March 24, 2023, between DSAQ and the Sponsor. EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 (March 22, 2023) Direct Selling Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of i |
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| March 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 (March 22, 2023) Direct Selling Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of i |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 Direct Selling Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 Direct Selling Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporat |
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| March 17, 2023 |
Direct Selling Acquisition Corp. Announces Adjournment of Special Meeting of Stockholders EX-99.1 Exhibit 99.1 Direct Selling Acquisition Corp. Announces Adjournment of Special Meeting of Stockholders New York, New York — March 17, 2023 — Direct Selling Acquisition Corp. (the “Company”) (New York Stock Exchange: DSAQ), announced today that it intends to adjourn, without conducting any business, the Company’s special meeting of stockholders (the “Special Meeting”) originally scheduled t |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 2, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| February 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
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| February 14, 2023 |
DSAQ / Direct Selling Acquisition Corp - Class A / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Direct Selling Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Direct Selling Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 2, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Direct Selling Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate |
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| December 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2022 (December 23, 2022) DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdictio |
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| December 28, 2022 |
Exhibit 99.2 Direct Selling Acquisition Corp. Confirms Funding and Extension of Deadline to Complete Initial Business Combination Plano, TX, December 28, 2022 (GLOBE NEWSWIRE) ? Direct Selling Acquisition Corp. (NYSE: DSAQ) (the ?Company?) announced today that its sponsor, DSAC Partners LLC (the ?Sponsor?), has deposited an additional $2,300,000 (representing $0.10 per public share) (the ?Extensio |
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| December 28, 2022 |
Direct Selling Acquisition Corp. Announces Extension of Deadline to Complete Business Combination Exhibit 99.1 Direct Selling Acquisition Corp. Announces Extension of Deadline to Complete Business Combination Plano, TX, December 25, 2022 (GLOBE NEWSWIRE) ? Direct Selling Acquisition Corp. (NYSE: DSAQ) (the ?Company?) announced today that its board of directors has elected to extend the date by which the Company has to consummate a business combination from December 28, 2022 to March 28, 2023 ( |
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| December 28, 2022 |
Promissory Note, dated December 28, 2022. EX-10.1 2 d414446dex101.htm EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, |
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| December 14, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11. |
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| November 29, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 25, 2022 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporation) |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQUISITI |
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| August 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQUISITION CO |
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| August 3, 2022 |
CORRESP 1 filename1.htm NORTH AMERICA SOUTH AMERICA EUROPE ASIA 200 Park Avenue New York, NY 10166 T +1 (212) 294-6700 F +1 (212) 294-4700 August 3, 2022 VIA EDGAR Ameen Hamady Shannon Menjivar Division of Corporation Finance Office of Real Estate and Construction United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Direct Selling Acquisition Corp. Form 10-K f |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQUISITION C |
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| March 28, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Direct Selling Acquisition Corp.?s securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation (?Charter?), which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this |
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| March 28, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40831 DIRECT S |
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| February 14, 2022 |
Saba Capital Management, L.P. - FORM SC 13G/A SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Direct Selling Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 25460L103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) C |
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| February 8, 2022 |
Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 8th day of February, 2022, by and between DSAC Partners LLC and Dave Wentz. |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Direct Selling Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 25460L 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Direct Selling Acqu |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to DIRECT SELLING ACQUISITI |
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| November 15, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Direct Selling Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 25460L103 (CUSIP Number) November 5, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| November 9, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction of incorporation) ( |
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| November 9, 2021 |
Exhibit 99.1 Direct Selling Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing November 12, 2021 NEW YORK—Direct Selling Acquisition Corp. (NYSE: DSAQ.U) (the “Company”) announced that, commencing November 12, 2021, holders of the 23,000,000 units sold in the Company’s initial public offering may elect to separately trade the shares of Class A comm |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Direct Selling Acquisition Corp. (Exa |
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| October 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 4, 2021 (September 28, 2021) DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdiction |
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| October 4, 2021 |
Exhibit 99.1 DIRECT SELLING ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 28, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Direct Selling Acquisition Corp. Opinion on the financial statements We have audited the accompanying balance sheet of Dir |
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| September 29, 2021 |
Exhibit 10.1 September 23, 2021 Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, TX 75024 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Direct Selling Acquisition Corp., a Delaware corporation (the ?Company?) and BT |
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| September 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2021 (September 23, 2021) DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40831 86-3676785 (State or other jurisdict |
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| September 29, 2021 |
EX-1.1 2 d226255dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between DIRECT SELLING ACQUISITION CORP. and BTIG, LLC Dated September 23, 2021 DIRECT SELLING ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York September 23, 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, |
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| September 29, 2021 |
Direct Selling Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 Direct Selling Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering New York, NY, September 23, 2021 (GLOBE NEWSWIRE) ? Direct Selling Acquisition Corp. (the ?Company?) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (?NYSE?) and trade under the |
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| September 29, 2021 |
Amended and Restated Certificate of Incorporation. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. September 23, 2021 Direct Selling Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Direct Selling Acquisition Corp.” The original certificate of incorporation was file |
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| September 29, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September 23, 2021, is made and entered into by and among Direct Selling Acquisition Corp., a Delaware corporation (the ?Company?), and DSAC Partners LLC, a Delaware limited liability company (the ?Sponsor?, and together with any person or entity who hereafter becomes a party to this Agree |
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| September 29, 2021 |
EX-10.4 8 d226255dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 23, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and DSAC Par |
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| September 29, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of September 23, 2021, is by and between Direct Selling Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the ?Warrant Agent?, and also referred to herein as the ?Transfer Agent?). WH |
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| September 29, 2021 |
Direct Selling Acquisition Corp. Announces Closing of $230 Million Initial Public Offering EX-99.2 11 d226255dex992.htm EX-99.2 Exhibit 99.2 Direct Selling Acquisition Corp. Announces Closing of $230 Million Initial Public Offering New York, NY, September 28, 2021 (GLOBE NEWSWIRE) – Direct Selling Acquisition Corp. (the “Company”) today announced the closing of its initial public offering of 23,000,000 units at a price of $10.00 per unit, including 3,000,000 units issued pursuant to the |
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| September 29, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of September 23, 2021 by and between Direct Selling Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. |
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| September 29, 2021 |
Exhibit 10.5 Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, Texas 75024 September 23, 2021 DSAC Partners LLC 5800 Democracy Drive Plano, Texas 75024 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among Direct Selling Acquisition Corp. (the “Company”) and DSAC Partners LLC (the “Sponsor”), dated as of the date hereof, will c |
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| September 27, 2021 |
$200,000,000 Direct Selling Acquisition Corp. 20,000,000 Units Table of Contents FILED PURSUANT TO RULE 424(b)(4) REGISTRATION NO. 333-258997 PROSPECTUS $200,000,000 Direct Selling Acquisition Corp. 20,000,000 Units Direct Selling Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we |
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| September 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Direct Selling Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-3676785 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5800 Demo |
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| September 21, 2021 |
Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, TX 75024 Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, TX 75024 September 21, 2021 VIA EDGAR Melanie Singh U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Direct Selling Acquisition Corp. Registration Statement on Form S-1 Filed August 23, 2021, as amended File No. 333-258997 Dear Ms. Singh: Pursuant to Rule 461 of the rules |
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| September 21, 2021 |
September 21, 2021 VIA EDGAR Melanie Singh Division of Corporation Finance Office of Real Estate & Construction U. |
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| September 16, 2021 |
Amended and Restated Certificate of Incorporation.* EX-3.2 2 d195320dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. [ ], 2021 Direct Selling Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Direct Selling Acquisition Corp.” The original certificate o |
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| September 16, 2021 |
Exhibit 10.1 August [ ], 2021 Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, TX 75024 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Direct Selling Acquisition Corp., a Delaware corporation (the ?Company?) and BTIG |
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| September 16, 2021 |
EX-10.2 4 d195320dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration stat |
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| September 16, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 16, 2021. S-1/A 1 d195320ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on September 16, 2021. Registration No. 333-258997 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) |
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| August 25, 2021 |
Code of Business Conduct and Ethics. (1) EX-14 Exhibit 14 DIRECT SELLING ACQUISITION CORP. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [ ], 2021 I. INTRODUCTION The Board of Directors (the “Board”) of Direct Selling Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to t |
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| August 25, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP DIRECT SELLING ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common stock, par value $0.0001 per share (“Common Stock”), of |
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| August 25, 2021 |
Form of Compensation Committee Charter.* Exhibit 99.2 DIRECT SELLING ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Direct Selling Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving th |
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| August 25, 2021 |
Specimen Warrant Certificate.* Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW DIRECT SELLING ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the register |
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| August 25, 2021 |
Promissory Note issued to DSAC Partners LLC.* Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 25, 2021 |
Form of Administrative Services Agreement between the Registrant and DSAC Partners LLC.* Exhibit 10.8 Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, Texas 75024 August , 2021 DSAC Partners LLC 5800 Democracy Drive Plano, Texas 75024 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among Direct Selling Acquisition Corp. (the ?Company?) and DSAC Partners LLC (the ?Sponsor?), dated as of the date hereof, will confir |
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| August 25, 2021 |
Form of Underwriting Agreement.* EX-1.1 2 d195320dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT between DIRECT SELLING ACQUISITION CORP. and BTIG, LLC Dated September [ ], 2021 DIRECT SELLING ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York September [ ], 2021 BTIG, LLC 65 East 55th Street New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigne |
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| August 25, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and DSAC Partners LLC.* Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Direct Selling Acquisition Corp., a Delaware corporation (the ?Company?), and DSAC Partners LLC, a Delaware limited liability compa |
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| August 25, 2021 |
Amended and Restated Certificate of Incorporation. EX-3.2 4 d195320dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. [ ], 2021 Direct Selling Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Direct Selling Acquisition Corp.” The original certificate o |
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| August 25, 2021 |
Form of Audit Committee Charter.* EX-99.1 19 d195320dex991.htm EX-99.1 Exhibit 99.1 DIRECT SELLING ACQUISITION CORP. AUDIT COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Direct Selling Acquisition Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Compan |
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| August 25, 2021 |
Exhibit 10.1 August [ ], 2021 Direct Selling Acquisition Corp. 5800 Democracy Drive Plano, TX 75024 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”) and BTIG |
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| August 25, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 24, 2021. As filed with the U.S. Securities and Exchange Commission on August 24, 2021. Registration No. 333-258997 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-3676785 (State or other jurisdict |
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| August 25, 2021 |
Certificate of Incorporation.* Exhibit 3.1 CERTIFICATE OF INCORPORATION OF DIRECT SELLING ACQUISITION CORP. March 9, 2021 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Direct Selling Acquisition Corp. (the “Corpo |
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| August 25, 2021 |
EX-10.5 14 d195320dex105.htm EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers or in other capac |
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| August 25, 2021 |
EX-3.3 5 d195320dex33.htm EX-3.3 Exhibit 3.3 BYLAWS OF DIRECT SELLING ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the |
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| August 25, 2021 |
Securities Subscription Agreement between the Registrant and DSAC Partners LLC.* EX-10.7 16 d195320dex107.htm EX-10.7 Exhibit 10.7 Direct Selling Acquisition Corp. June 7, 2021 DSAC Partners LLC RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into as of June [ ], 2021 by and between DSAC Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Direct Selling Acquisition Corp., a Delaware corpora |
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| August 25, 2021 |
EX-10.3 12 d195320dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”, and together with any person or entity who hereafter b |
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| August 25, 2021 |
Specimen Class A Common Stock Certificate.* Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP DIRECT SELLING ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Direct Selling Acquisition Corp., a Delaware corporation (the “Company” |
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| August 25, 2021 |
Form of Nominating and Corporate Governance Committee Charter.* Exhibit 99.3 DIRECT SELLING ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [ ], 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Direct Selling Acquisition Corp. (the “Company”) to: (i) identify and screen individuals qualified to serve as directors and recommend to th |
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| August 25, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-2589 |
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| August 23, 2021 |
Consent of Heather Chastain.** EX-99.8 8 d195320dex998.htm EX-99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Direct Selling Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nom |
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| August 23, 2021 |
Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Direct Selling Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Di |
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| August 23, 2021 |
Power of Attorney (included on signature page hereto).** Table of Contents As filed with the U.S. Securities and Exchange Commission on August 20, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DIRECT SELLING ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-3676785 (State or other jurisdiction of |
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| August 23, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Direct Selling Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Di |
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| August 23, 2021 |
Consent of Bradford Richardson.** Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Direct Selling Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Di |
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| August 23, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the |
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| August 23, 2021 |
Exhibit 99.9 Consent to be Named as a Director Nominee In connection with the filing by Direct Selling Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nominee to the board of directors of Di |
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| August 23, 2021 |
EX-99.4 4 d195320dex994.htm EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Direct Selling Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 under the Securities Act, to being named as a nom |
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| July 16, 2021 |
EX-4.4 2 filename2.htm Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Direct Selling Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfe |
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| July 16, 2021 |
Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on July 16, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 F |
