425: Direct Selling Acquisition Corp. to Voluntarily Delist from NYSE, Plans Transfer to Nasdaq

Direct Selling Acquisition Corp. (DSAQ) announces its intention to voluntarily delist from the New York Stock Exchange (NYSE) and transfer its listing to the Nasdaq Global Market.

Summary

• Direct Selling Acquisition Corp. (DSAQ) has announced its decision to voluntarily delist its Class A common stock and units from the New York Stock Exchange (NYSE).
• The company intends to file a Form 25 with the SEC around April 23, 2024, to effect the delisting.
• DSAQ has applied to list its securities on the Nasdaq Global Market and anticipates trading on Nasdaq to begin on or about April 24, 2024, under the ticker symbols DSAQ and DSAQ.U for the common stock and units, respectively.
• The company's decision was influenced by the management attention required to maintain compliance with NYSE listing standards, which they believe outweighs the benefits of the listing.
• This move is intended to allow the company to focus on completing its business combination with Hunch Technologies Limited (PubCo).
• Shareholders will not be required to exchange any securities, and electronic trading is expected to continue without disruption.
• The company will remain subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 after delisting from the NYSE.
• The company is working towards a business combination with FlyBlade (India) Private Limited, Hunch Technologies Limited, Aeroflow Urban Air Mobility Private Limited and HTL Merger Sub LLC.
• DSAQ and PubCo intend to file a registration statement on Form F-4 with the SEC, including a proxy statement/prospectus.
• The company cautions investors to read the proxy statement/prospectus and other relevant documents filed with the SEC before making any voting or investment decisions.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the company frames the move to Nasdaq positively, the underlying reason for delisting from the NYSE raises concerns about compliance and financial health. The focus on the upcoming business combination is a positive aspect, but the risks associated with it temper the overall outlook.

Positives

• The transfer to Nasdaq is expected to allow investors to hold and trade securities without interruption.
• The company believes the move will allow them to focus on the business combination with Hunch Technologies Limited.
• Shareholders are not required to take any action during the transfer.
• Electronic trading is expected to be available without any material disruption.

Negatives

• The company is voluntarily delisting from the NYSE, indicating potential issues with maintaining listing compliance.
• The delisting was driven in part by the determination it could soon fall out of compliance with NYSE listing standards.

Risks

• The company's ability to successfully transfer to Nasdaq is subject to Nasdaq's approval.
• Market conditions could impact the trading and price of the company's securities.
• The proposed business combination with Hunch Technologies Limited may not be successfully consummated.
• Failure to obtain required regulatory approvals could adversely affect the combined company.
• The inability to complete any private placement financing could impact the business combination.
• The company faces risks related to the rollout of Hunch Mobility, IndiaCo and PubCos business strategy and the timing of expected business milestones, including, but not limited to, the use of electrical vertical aircraft.
• The amount of redemption requests made by DSAQs public stockholders could impact the business combination.
• The possibility that the Companys Securities may be involuntarily delisted from NYSE prior to the effectiveness of the voluntary delisting.

Future Outlook

The company anticipates its Class A Common Stock and Units will begin trading on Nasdaq on or about April 24, 2024, and expects the transfer to enable investors to hold and trade securities without interruption, while focusing on completing the business combination with Hunch Technologies Limited.

Management Comments

• The board of directors determined that it is in the best interests of the Company and its shareholders to voluntarily delist the Company's Securities from NYSE and move to the Nasdaq at this time.
• Eliminating the effort required to maintain compliance with NYSE listing standards will better enable the Company to focus on completing a business combination with Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (PubCo).

Industry Context

SPACs often face challenges in maintaining listing compliance, especially as they approach or undergo business combinations. Moving to Nasdaq can sometimes offer more flexibility or be seen as a strategic move to align with technology-focused investors, as is the case with the proposed combination with Hunch Technologies.

Comparison to Industry Standards

• Many SPACs, particularly those targeting high-growth or technology sectors, have chosen to list on Nasdaq due to its reputation as a tech-heavy exchange.
• Companies like Virgin Galactic and DraftKings, which went public through SPAC mergers, are listed on the NYSE, demonstrating that both exchanges are viable options.
• The decision to switch exchanges often depends on factors such as compliance costs, investor base, and strategic alignment with the exchange's focus.

Stakeholder Impact

• Shareholders will experience a change in the listing venue of the company's securities.
• The company expects electronic trading to be available without any material disruption.
• The company believes the move will allow them to focus on the business combination with Hunch Technologies Limited.

Next Steps

• File Form 25 with the SEC to effect the delisting of securities from NYSE.
• File a Form 8-A with the SEC to register its Class A Common Stock and Units on an accelerated basis on Nasdaq.
• Begin trading on Nasdaq on or about April 24, 2024.
• Mail the definitive proxy statement to stockholders of DSAQ as of a record date to be established for voting on the proposed business combination.
• DSAQ and PubCo will file other relevant materials with the SEC in connection with the Business Combination.

Key Dates