Current Report Filing (8-k)
28 Dezember 2022 - 11:02PM
Edgar (US Regulatory)
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share NONE false 0001871745 0001871745 2022-12-23 2022-12-23 0001871745 dsaq:UnitsMember 2022-12-23 2022-12-23 0001871745 us-gaap:CommonClassAMember 2022-12-23 2022-12-23 0001871745 us-gaap:WarrantMember 2022-12-23 2022-12-23
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)
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| Delaware |
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001-40831 |
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86-3676785 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
5800 Democracy Drive
Plano, TX 75024
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (214) 380-6020
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities |
registered pursuant to Section 12(b) of the Act: |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant |
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DSAQ.U |
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The New York Stock Exchange |
| Class A Common Stock, par value $0.0001 per share |
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DSAQ |
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The New York Stock Exchange |
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of
$11.50 per share |
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DSAQW |
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OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On December 28, 2022, Direct Selling Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $2,300,000 to the Company’s sponsor, DSAC Partners LLC (the “Sponsor”) in connection with the extension of the date by which the Company has to consummate a business combination from December 28, 2022 to March 28, 2023 (the “Extension”).
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
On December 23, 2022, the Sponsor notified the Company that it intended to deposit an aggregate of $2,300,000 (representing $0.10 per public share) into the Company’s trust account on or before December 28, 2022. On December 25, 2022, the Company issued a press release announcing that its board of directors had approved the Extension, as contemplated by the Company’s registration statement on Form S-1, initially filed with the Securities and Exchange Commission (“SEC”) on August 23, 2021 (File No. 333-258997) and the final prospectus dated September 23, 2021 for the initial public offering of the Company’s units. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On December 28, 2022, the Company issued a press release announcing that the Sponsor had deposited an aggregate of $2,300,000 (representing $0.10 per public share) into the Company’s trust account for its public stockholders. The Extension provides the Company with additional time to complete its initial business combination. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 28, 2022
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| DIRECT SELLING ACQUISITION CORP. |
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| By: |
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/s/ Dave Wentz |
| Name: |
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Dave Wentz |
| Title: |
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Chief Executive Officer |
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[Signature Page to 8-K]
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