Direct Selling Acquisition Corp. Announces Delisting of Common Stock and Units from the New York Stock Exchange
Direct Selling Acquisition Corp. (DSAQ) faces delisting from the New York Stock Exchange due to not meeting the continued listing standard. The Securities will be transferred to the OTC Markets' Pink Market with a pending application for the OTCQX Marketplace. The company will remain subject to SEC reporting requirements post-delisting.
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Direct Selling Acquisition Corp. (DSAQ) is facing delisting from the New York Stock Exchange due to not meeting the continued listing standard of $40 million over 30 consecutive trading days, which may impact investor confidence and liquidity.
The decision to withdraw the Nasdaq listing application and apply for the OTCQX Marketplace was made after Nasdaq's determination that DSAQ's Securities were not eligible for listing on Nasdaq, potentially limiting the company's market exposure and investor interest.
The uncertainty surrounding the trading of Securities on the OTCQX Marketplace poses a risk, as it is unknown whether broker-dealers will continue to provide public quotes or if an efficient trading market will be sustained.
Failure to maintain a listing on a major stock exchange like NYSE can lead to reduced visibility, lower stock price, and potential challenges in attracting new investors, affecting the company's market capitalization.
Application Pending to Transfer Shares to OTCQX
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
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
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,
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
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SOURCE Direct Selling Acquisition Corp.
FAQ
Why is Direct Selling Acquisition Corp. (DSAQ) facing delisting from the New York Stock Exchange?
Where will Direct Selling Acquisition Corp. (DSAQ) Securities be transferred after delisting?
What was the reason for withdrawing the Nasdaq listing application by Direct Selling Acquisition Corp. (DSAQ)?
Will Direct Selling Acquisition Corp. (DSAQ) remain subject to SEC reporting requirements post-delisting?
