Flyblade Private Limited entered into a definitive business combination agreement to acquire Direct Selling Acquisition Corp. from DSAC Partners LLC and others in a reverse merger transaction.
The transaction does not include a minimum cash condition, but does include capital commitments of $20 million from Investor. The obligations of the Parties to consummate the Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists of the following conditions: (a) no Law or other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Authority preventing the consummation of the Transactions shall be in effect; (b) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order shall have been issued by the SEC and remain in effect with respect to the Registration Statement/Proxy Statement; (c) the Required DSAQ Stockholder Approval shall have been obtained; (d) the PubCo Class A Ordinary Shares that constitute the DSAQ Share Consideration shall have been approved for listing on the Stock Exchange, subject only to notice of issuance; (e) PubCo shall have entered into a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with the Depository Trust Company in respect of PubCo Class A Ordinary Shares and, if the DSAQ Warrants are assumed pursuant to this Agreement, PubCo Warrants, both of which are in full force and effect and enforceable in accordance with their respective terms; and (f) PubCo, Sponsor and the Principal Shareholders shall have executed the Registration Rights Agreement. DSAQ and Hunch Mobility?s respective boards of directors have unanimously approved the transaction. The transaction is expected to close in 2024. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as Hunch Mobility?s exclusive financial advisor and lead capital markets advisor. Meredith Laitner and David H. Landau of Ellenoff Grossman & Schole LLP is acting as Hunch Mobility?s U.S. legal counsels, Arthur Cox LLP is acting as Hunch Mobility?s Irish legal counsel and Khaitan & Co is acting as Hunch Mobility?s Indian legal counsel. Dov Kogen, Christian O. Nagler, Peter S. Seligson and Marshall P. Shaffer of Kirkland & Ellis LLP is serving as DSAQ?s U.S. legal counsels, Cyril Amarchand Mangaldas is serving as DSAQ?s Indian legal counsel and McCann FitzGerald LLP is serving as DSAQ?s Irish legal counsel. Continental Stock Transfer & Trust Company is Transfer agent for Direct Selling Acquisition Corp.