| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet
Arrangement or a Registrant.
|
As disclosed in the definitive proxy statement filed by Direct
Selling Acquisition Corp, a Delaware corporation (“DSAQ”) with the Securities and Exchange
Commission (the “SEC”) on
March 2, 2023, as supplemented by the additional definitive
proxy materials filed on March 10, 2023 and March 17,
2023 (the “Extension Proxy
Statement”), relating to the special meeting of stockholders
(the “Extension Meeting”),
DSAQ Partners LLC, a Delaware limited liability company (the
“Sponsor”), agreed that if
the Extension Amendment Proposal (as defined below) was approved,
it or one or more of its affiliates, members or third-party
designees (the “Lender”)
will contribute to DSAQ as a loan $480,000 to be deposited into the
trust account established in connection with the DSAQ’s initial
public offering (the “Trust
Account”). In addition, in the event DSAQ does not
consummate an initial business combination by the Charter Extension
Date (as defined below), the Lender will contribute to the Company
as a loan up to $1,440,000 in nine equal installments to be
deposited into the Trust Account for each of the nine one-month extensions following the
Charter Extension Date.
On March 24, 2023, the stockholders of DSAQ approved the
Extension Amendment Proposal (as defined below) at the Extension
Meeting (as described in Item 5.07 of this Current Report on Form
8-K). Accordingly, on
March 24, 2023, DSAQ issued an unsecured promissory note in
the principal amount of $1,920,000 (the “Note”) to the Sponsor. The Note does not
bear interest and matures upon closing of DSAQ’s initial business
combination (a “Business
Combination”). In the event that DSAQ does not consummate a
Business Combination, the Note will be repaid only from funds held
outside of the Trust Account or will be forfeited, eliminated or
otherwise forgiven. The proceeds of the Note will be deposited in
the Trust Account in connection with the Charter Amendment (as
defined below).
The foregoing description of the Note is qualified in its entirety
by reference to the full text of the Note, which is incorporated by
reference herein and filed herewith as Exhibit 10.1.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On March 24, 2023, DSAQ held the Extension Meeting to approve
an amendment to DSAQ’s amended and restated certificate of
incorporation (the “Charter
Amendment”) to extend the date (the “Termination Date”) by which DSAQ has to
consummate a business combination from March 28, 2023 (the
“Original Termination Date”)
to June 28, 2023 (the “Charter
Extension Date”) and to allow DSAQ, without another
stockholder vote, to elect to extend the Termination Date to
consummate a Business Combination on a monthly basis up to nine
times by an additional one month each time after the Charter
Extension Date, by resolution of DSAQ’s board of directors, if
requested by the Sponsor, and upon five days’ advance notice prior
to the applicable Termination Date, until March 28, 2024, or a
total of up to twelve months after the Original Termination Date,
unless the closing of a Business Combination shall have occurred
prior thereto (the “Extension
Amendment Proposal”). The stockholders of DSAQ approved the
Extension Amendment Proposal at the Extension Meeting and on
March 27, 2023, DSAQ filed the Charter Amendment with the
Delaware Secretary of State.
The foregoing description is qualified in its entirety by reference
to the Charter Amendment, a copy of which is attached as Exhibit
3.1 hereto and is incorporated by reference herein.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
On March 24, 2023, DSAQ held the Extension Meeting to approve
the Extension Amendment Proposal and the Adjournment Proposal, each
as more fully described in the Extension Proxy Statement. As there
were sufficient votes to approve the Extension Amendment Proposal,
the Adjournment Proposal was not presented to stockholders.
As of the close of business on February 21, 2023, the record
date for the Special Meeting, there were 23,000,000 shares of
Class A common stock, par value $0.0001 per share
(“Class A Common Stock”) and 5,750,000
shares of Class B common stock, par value $0.0001 per share
(“Class B Common Stock”, together with the
Class A Common Stock, the “Common Stock”), outstanding. Each share
of Common Stock was entitled to one vote on the Extension Proxy
Statement. The Shares of Class A Common Stock and Class B
Common Stock were voted together as a single class. Holders of
24,086,181 shares of Common Stock of DSAQ held of record as of
February 21, 2023, the record date for the Extension Meeting,
were present in person or by proxy, representing approximately
83.78% of the voting power of DSAQ’s shares of Common Stock as of
the record date for the Extension Meeting, and constituting a
quorum for the transaction of business.