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 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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))
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| 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
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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 |
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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.
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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.
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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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2
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 |
3
[Signature Page to 8-K]
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