Statement of Ownership (sc 13g)
08 Februar 2022 - 10:19PM
Edgar (US Regulatory)
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 box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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The remainder of this cover page shall be filled out
of a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Act”)
or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
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| CUSIP No. 25460L 103 |
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Schedule 13G |
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1 |
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NAME OF REPORTING PERSON
DSAC Partners LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5 |
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SOLE VOTING POWER
- 0 -
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6 |
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SHARED VOTING POWER
5,750,000 (1)(2)(3)
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7 |
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SOLE DISPOSITIVE POWER
- 0 -
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8 |
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SHARED DISPOSITIVE POWER
5,750,000 (1)(2)(3)
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,750,000 (1)(2)(3)
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.0% (4)
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12 |
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TYPE OF REPORTING PERSON
OO
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| (1) |
The securities are held directly by DSAC Partners LLC
(the “Sponsor”). Dave Wentz is the sole member of DSAC
Manager LLC, the manager of the Sponsor, and has voting and
dispositive power over the securities held directly by the Sponsor.
As a result, Mr. Wentz may be deemed to have beneficial
ownership of the securities held directly by the Sponsor.
Mr. Wentz disclaims beneficial ownership of such securities
except to the extent of his pecuniary interest therein.
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| (2) |
The Sponsor owns 5,750,000 shares of Class B
Common Stock, par value $0.0001 per share (“Class B
Common Stock”), of Direct Selling Acquisition Corp. (the
“Issuer”), which are convertible into shares of Class A
Common Stock, par value $0.0001 per share (“Class A
Common Stock”), of the Issuer, as described under the heading
“Description of Securities—Common Stock—Founder Shares” in the
Issuer’s registration statement on Form S-1 (File No. 333-258997) (the
“Registration Statement”).
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Excludes 11,700,000 shares of Class A Common
Stock issuable upon the exercise of 11,700,000 private placement
warrants of the Issuer. Each private placement warrant is
exercisable to purchase one share of Class A Common Stock at a
price of $11.50 per share, subject to adjustment, becomes
exercisable on the later of 30 days after the completion of the
Issuer’s initial business combination or 12 months from the closing
of the initial public offering and expires five years after the
completion of the Issuer’s initial business combination or earlier
upon redemption or liquidation, as described under the heading
“Description of Securities—Warrants—Private Placement Warrants” in
the Registration Statement.
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Based on 23,000,000 shares of Class A Common
Stock and 5,750,000 shares of Class B Common Stock outstanding
as of November 15, 2021, as reported by the Issuer in its
quarterly report on Form 10-Q filed with the U.S. Securities and
Exchange Commission on November 15, 2021.
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| CUSIP No. 25460L 103 |
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Schedule 13G |
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1 |
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NAME OF REPORTING PERSON
Dave Wentz
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5 |
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SOLE VOTING POWER
- 0 -
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6 |
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SHARED VOTING POWER
5,750,000 (1)(2)
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7 |
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SOLE DISPOSITIVE POWER
- 0 -
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8 |
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SHARED DISPOSITIVE POWER
5,750,000 (1)(2)
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,750,000 (1)(2)
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10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20% (3)
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12 |
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TYPE OF REPORTING PERSON
IN
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| (1) |
The securities are held directly by the Sponsor. Dave
Wentz is the sole member of DSAC Manager LLC, the manager of the
Sponsor, and has voting and dispositive power over the securities
held directly by the Sponsor. As a result, Mr. Wentz may be
deemed to have beneficial ownership of the securities held directly
by the Sponsor. Mr. Wentz disclaims beneficial ownership of
such securities except to the extent of his pecuniary interest
therein.
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| (2) |
Excludes 11,700,000 shares of Class A Common
Stock issuable upon the exercise of 11,700,000 private placement
warrants of the Issuer. Each private placement warrant is
exercisable to purchase one share of Class A Common Stock at a
price of $11.50 per share, subject to adjustment, becomes
exercisable on the later of 30 days after the completion of the
Issuer’s initial business combination or 12 months from the closing
of the initial public offering and expires five years after the
completion of the Issuer’s initial business combination or earlier
upon redemption or liquidation, as described under the heading
“Description of Securities—Warrants—Private Placement Warrants” in
the Registration Statement.
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| (3) |
Based on 23,000,000 shares of Class A Common
Stock and 5,750,000 shares of Class B Common Stock outstanding
as of November 15, 2021, as reported by the Issuer in its
quarterly report on Form 10-Q filed with the U.S. Securities and
Exchange Commission on November 15, 2021.
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Item 1(a). Name of Issuer:
Direct Selling Acquisition Corp.
Item 1(b). Address of Issuer’s Principal Executive
Offices:
5800 Democracy Drive
Plano, TX 75024
Item 2(a). Name of Person Filing:
This statement is filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
Item 2(b). Address of Principal Business Office or, if
none, Residence:
The principal business address of each of the Reporting Persons is
as follows:
5800 Democracy Drive
Plano, TX 75024
Item 2(c). Citizenship:
See responses to Item 4 on each cover page.
Item 2(d). Titles of Classes of Securities:
Class A Common Stock, par value $0.0001 per share.
Item 2(e). CUSIP Number:
25460L 103
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| Item 3. |
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a(n):
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(a) |
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Broker or dealer registered under Section 15
of the Exchange Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in Section 3(a)(6) of the
Exchange Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in
Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under Section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
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Employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
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Parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
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Savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813). |
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(i) |
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Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
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Non-U.S.
institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
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(k) |
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Group in accordance with §240.13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with
§240. 13d-1(b)(1)(ii)(J),
please specify the type of
institution: . |
Item 4. Ownership
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(a) |
Amount beneficially owned:
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See responses to Item 9 on each cover page.
See responses to Item 11 on each cover page.
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote:
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See responses to Item 5 on each cover page.
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(ii) |
Shared power to vote or to direct the vote:
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See responses to Item 6 on each cover page.
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(iii) |
Sole power to dispose or to direct the disposition
of:
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See responses to Item 7 on each cover page.
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(iv) |
Shared power to dispose or to direct the
disposition of:
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See responses to Item 8 on each cover page.
Item 5. Ownership of Five Percent or Less of a
Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: February 8, 2022
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DSAC Partners LLC
By: DSAC Manager LLC, its Manager
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/s/ Dave Wentz
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| Name: |
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Dave Wentz |
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Member |
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/s/ Dave Wentz
Dave Wentz
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