Application Pending to Transfer Shares to
Nasdaq Global Market
PLANO,
Texas, April 12, 2024 /PRNewswire/ -- Direct
Selling Acquisition Corp. (NYSE: DSAQ) (the "Company") today
announced its intention to voluntarily delist its Class A common
stock, par value $0.0001 per share
(the "Common Stock") and units, each consisting of one share of
Class A common stock and one-half of one redeemable warrant (the
"Units" and together with the Common Stock, the "Securities") from
The New York Stock Exchange ("NYSE") and, as previously announced,
the Company has made an application to have its Securities quoted
on the Nasdaq Global Market ("Nasdaq"). The Company
provided notice of the voluntary delisting to NYSE on April 12, 2024, and intends to timely file a Form
25 with the U.S. Securities and Exchange Commission (the "SEC") to
effect the delisting of its Securities on or about April 23, 2024. The Company anticipates
thereafter filing a Form 8-A with the SEC to register its Common
Stock and Units on an accelerated basis on Nasdaq. Although
the timing of the Company's decision was driven in part by the
determination it could soon fall out of compliance with NYSE
listing standards, the Company has been evaluating its listing
options for some time and has concluded that, for the Company, the
management attention required to maintain compliance with NYSE
listing standards, outweighs the benefits of being listed on
NYSE. Eliminating the effort required to maintain compliance
with NYSE listing standards will better enable the Company to focus
on completing a business combination with Hunch
Technologies Limited, a private limited company
incorporated in Ireland with
registered number 607449 ("PubCo"). The Company has
applied to have its Common Stock and Units quoted on Nasdaq and
expects that the Common Stock will be quoted on Nasdaq under the
ticker symbols "DSAQ" and the Units will be quoted on Nasdaq under
the ticker symbol "DSAQU" on or about April
24, 2024, subject to the approval of Nasdaq. The Common
Stock and Units will continue to trade on NYSE until that time
under the ticker symbols "DSAQ" and "DSAQ.U", respectively. The
Company expects that transferring its Common Stock and Units to
Nasdaq will enable its investors to hold and trade its Securities
without interruption.
The Company will remain subject to the periodic reporting
requirements of the U.S. Securities Exchange Act of 1934, as
amended, following the delisting of its Securities from NYSE.
Shareholders of the Company will not be required to exchange any
Securities, and the Company expects electronic trading to be
available without any material disruption. Ultimately, the
Company's board of directors determined that it is in the best
interests of the Company and its shareholders to voluntarily delist
the Company's Securities from NYSE and move to the Nasdaq at this
time.
Additional Information about the Transaction and Where to
Find It.
This communication relates to the proposed business combination
involving PubCo, FlyBlade (India) Private Limited, a private
limited company incorporated under the laws of India ("Hunch Mobility"), Aeroflow
Urban Air Mobility Private Limited, a private limited company
incorporated under the laws of India and a direct wholly owned subsidiary of
PubCo ("IndiaCo"), and HTL Merger Sub LLC, a Delaware limited liability company and a
direct wholly owned subsidiary of PubCo ("Merger Sub"). In
connection with the proposed business combination, DSAQ and PubCo
intend to file with the SEC a registration statement on
Form F-4 (the "Registration Statement/Proxy Statement"),
which will include a preliminary proxy statement/prospectus of DSAQ
and a preliminary prospectus of PubCo relating to the shares to be
issued in connection with the proposed business combination. This
communication is not a substitute for the Registration
Statement/Proxy Statement, the definitive proxy statement/final
prospectus or any other document that PubCo or DSAQ has filed or
will file with the SEC or send to its stockholders in connection
with the proposed business combination. This communication does not
contain all the information that should be considered concerning
the proposed business combination and other matters and is not
intended to form the basis for any investment decision or any other
decision in respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, DSAQ'S
STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY DSAQ OR PUBCO
WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION
OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES
TO THE PROPOSED BUSINESS COMBINATION.
After the Registration Statement/Proxy Statement is declared
effective, the definitive proxy statement will be mailed to
stockholders of DSAQ as of a record date to be established for
voting on the proposed business combination. Additionally, DSAQ and
PubCo will file other relevant materials with the SEC in connection
with the Business Combination. Copies of the Registration
Statement/Proxy Statement, the definitive proxy statement/final
prospectus and all other relevant materials for the proposed
business combination filed or that will be filed with the SEC may
be obtained, when available, free of charge at the SEC's website
at www.sec.gov. DSAQ's stockholders may also obtain
copies of the definitive proxy statement/prospectus, when
available, without charge, by directing a request to Direct Selling
Acquisition Corp., 5800 Democracy Drive, Plano, TX 75024.
Participants in the Solicitation of Proxies
This communication may be deemed solicitation material in
respect of the proposed business combination. DSAQ, Hunch Mobility,
IndiaCo, PubCo, Merger Sub and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies from DSAQ's
stockholders in connection with the proposed business combination.
Security holders and investors may obtain more detailed information
regarding the names and interests in the proposed business
combination of DSAQ's directors and officers in DSAQ's filings with
the SEC, including DSAQ's initial public offering prospectus, which
was filed with the SEC on September 27, 2021, DSAQ's
subsequent annual reports on Form 10-K and quarterly
reports on Form 10-Q. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to DSAQ's stockholders in connection with
the business combination will be included in the definitive proxy
statement/prospectus relating to the proposed business combination
when it becomes available. You may obtain free copies of these
documents, when available, as described in the preceding
paragraphs.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed business
combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. The proposed business combination will be
implemented solely pursuant to the business combination agreement
(the "Business Combination Agreement"), entered into by and among
DSAQ, PubCo, IndiaCo, Hunch Mobility and Merger Sub. A copy of the
Business Combination Agreement was filed by DSAQ as an exhibit to
the Current Report on Form 8-K on January 17, 2024
and contains the full terms and conditions of the proposed business
combination. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933 (the "Securities Act").
Cautionary Note Regarding Forward Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical facts
contained in this communication are forward-looking statements.
Forward-looking statements may generally be identified by the use
of words such as "anticipate," "believe," "envision," "estimate,"
"expect," "intend," "may," "plan," "predict," "project," "target,"
"potential," "will," "would," "could," "should," "continue,"
"contemplate" or the negative or plural of these words, or other
similar expressions that are predictions or indicate future events
or prospects, although not all forward-looking statements contain
these words. The forward-looking statements in this report include,
but are not limited to, statements regarding the timing and effect
of the Company's delisting from NYSE and transfer to Nasdaq. The
forward-looking statements in this report are only predictions and
are based largely on the Company's current expectations and
projections about future events and financial trends that it
believes may affect its business, financial condition and results
of operations. These forward-looking statements speak only as of
the date of this report and are subject to a number of known and
unknown risks, uncertainties and assumptions, including without
limitation, risks associated with the delisting from NYSE; the
Company's ability to successfully transfer to Nasdaq; the
possibility that the Company's Securities may be involuntarily
delisted from NYSE prior to the effectiveness of the voluntary
delisting; market conditions and the impact of these changes on the
trading and price of the Company's Securities; changes in domestic
and foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination, or that the approval of the
stockholders of Hunch Mobility or DSAQ is not obtained; the ability
to acquire and maintain the listing of PubCo's securities on a
stock exchange; the inability to complete any private placement
financing, the amount of any private placement financing or the
completion of any private placement financing with terms
unfavorable to you; the risk that the proposed business combination
disrupts current plans and operations DSAQ, Hunch Mobility, IndiaCo
or PubCo as a result of the announcement and consummation of the
proposed business combination and related transactions; the risk
that any of the conditions to closing of the business combination
are not satisfied in the anticipated manner or on the anticipated
timeline or are waived by any of the parties thereto; the failure
to realize the anticipated benefits of the proposed business
combination and related transactions, which may be affected by,
among other things, the ability of PubCo to grow and manage growth
profitably, grow its customer base and retain its management and
key employees; risks relating to the uncertainty of the costs
related to the proposed business combination; risks related to the
rollout of Hunch Mobility, IndiaCo and PubCo's business strategy
and the timing of expected business milestones, including, but not
limited to, the use of electrical vertical aircraft; Hunch
Mobility's limited operating history and history of net losses; the
evolution and growth of the markets in which PubCo operates;
changes in applicable laws or regulations; the ability of PubCo to
adhere to legal and regulatory requirements and to receive any
needed regulatory approvals or licenses; cybersecurity risks, data
loss and other breaches of PubCo's network security and the
disclosure of personal information; the effects of competition on
Hunch Mobility, IndiaCo and PubCo's business; risks related to
domestic and international political and macroeconomic uncertainty,
including the continued economic growth of the
Indian sub-continent, the impacts of climate change, the
Russia-Ukraine conflict, consumer preferences, supply
chain issues and inflation; risks related to PubCo's third party
aircraft operators; PubCo's reliance on technology leased from
Blade Air Mobility, Inc.; the limited geographic scope of PubCo's
operations to the Indian sub-continent; the outcome of
any legal proceedings that may be instituted against Hunch
Mobility, IndiaCo, DSAQ, PubCo or any of their respective directors
or officers, following the announcement of the proposed business
combination; the amount of redemption requests made by DSAQ's
public stockholders; the ability of DSAQ to issue equity, if any,
in connection with the proposed business combination or to
otherwise obtain financing in the future; risks related to Hunch
Mobility, IndiaCo and PubCo's industry; and other risks described
in the "Risk Factors" section of the Company's Annual Report on
Form 10-K for the year ended December 31,
2023 as filed with the SEC on April
1, 2024. Because forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be
predicted or quantified and some of which are beyond the Company's
control, investors should not rely on these forward-looking
statements as predictions of future events. The events and
circumstances reflected in the Company's forward-looking statements
may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements.
Except as required by applicable law, the Company does not plan to
publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events,
changed circumstances or otherwise.
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