Application Pending to Transfer Shares to
OTCQX
PLANO,
Texas, April 29, 2024 /PRNewswire/ -- 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
of NYSE Regulation has determined to commence proceedings
to 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 NYSE. Trading in the Company's
Securities will be suspended, effective at the close of trading on
April 29, 2024.
NYSE reached its decision pursuant to Rule 802.01B of the NYSE Listed Company Manual because
the Company did not meet NYSE's continued listing standard that
requires listed acquisition companies to maintain an average
aggregate global market capitalization attributable to its
publicly-held shares of at least $40
million over a period of 30 consecutive trading days.
The Delisting Notice also indicated that the Company has a right
to a review of this determination by a Committee of the Board of
Directors of NYSE within ten business days after receiving the
delisting notice. NYSE stated that it will apply to the Securities
and Exchange Commission to delist the Securities upon
completion of all applicable procedures, including any appeal by
the Company of NYSE's delisting determination.
The Company's Class A Common Stock and Units are expected to
open on the OTC Markets' Pink Market on April 30, 2024 under the symbols "DSAQ" and
"DSAQ.U", respectively. The Company has submitted an application to
have its securities quoted on the OTCQX Marketplace ("OTCQX"). The
Company cannot provide any assurance that the Securities will
commence or continue to trade on this market, whether
broker-dealers will continue to provide public quotes of the
Securities on this market, whether the trading volume of the
Securities will be sufficient to provide for an efficient trading
market or whether quotes for the Securities will continue on this
market in the future.
The Company previously announced its intention to
voluntarily delist its Securities from NYSE and to move the
listing of its Securities from NYSE to the Nasdaq Stock Market
("Nasdaq"). The Company's decision to withdraw its Nasdaq listing
application and to apply to have its Securities quoted on OTCQX was
made in consideration of Nasdaq's review of the listing application
and determination that the Company's Securities were not eligible
for listing on Nasdaq.
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.
Additional Information about the Transaction and Where to
Find It.
This communication relates to the proposed business combination
involving Hunch Technologies Limited, a private limited company
incorporated in Ireland with
registered number 607449 ("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 OTCQX. 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 OTCQX; 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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SOURCE Direct Selling Acquisition Corp.