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.
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The voting results for the Extension Amendment Proposal were as follows:
The Extension Amendment Proposal
For Against Abstain
21,085,468 2,124,913 875,800
The Adjournment Proposal
DSAQ had solicited proxies in favor of an Adjournment Proposal which would have
given DSAQ authority to adjourn the Extension Meeting to solicit additional
proxies. As sufficient shares were voted in favor of the Extension Amendment
Proposal, this proposal was not voted upon at the Extension Meeting.
In connection with the vote to approve the Charter Amendment, the holders of
17,404,506 public shares of Common Stock of DSAQ properly exercised their right
to redeem their shares (and did not withdraw their redemption) for cash at a
redemption price of approximately $182,460,109.76 per share, for an aggregate
redemption amount of approximately $10.48.
Item 8.01 Other Events.
Following the deadline by which DSAQ public stockholders had to complete the
procedures for electing to redeem their shares of Class A Common Stock,
affiliates of Antara Capital LP purchased an aggregate of 955,100 shares from
public stockholders who indicated an intention to redeem such shares of Class A
Common Stock in connection with the Charter Amendment.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
3.1 Amendment to Amended and Restated Certificate of Incorporation.
10.1 Promissory Note, dated March 24, 2023, between DSAQ and the Sponsor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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