Form 8-K - Current report

NONE false 0001871745 0001871745 2023-11-03 2023-11-03 0001871745 dsaq:UnitsMember 2023-11-03 2023-11-03 0001871745 us-gaap:CommonClassAMember 2023-11-03 2023-11-03 0001871745 us-gaap:WarrantMember 2023-11-03 2023-11-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2023

 

 

DIRECT SELLING ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-40831		86-3676785
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5800 Democracy Drive Plano, TX		75024
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant		DSAQ.U		The New York Stock Exchange
Class A common stock, par value $0.0001 per share		DSAQ		The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		DSAQ.W		OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2023, John Addison notified Direct Selling Acquisition Corp. (the “Company”) of his decision to resign as a director of the Company, effective immediately. Mr. Addison’s decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies or practices. Additionally, on November 3, 2023, in order for the Company to maintain a majority of independent directors, as required by the rules and regulations of the New York Stock Exchange, Wayne Moorehead voluntarily resigned as a director of the Company. Mr. Moorehead’s decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies or practices, and Mr. Moorehead will continue to serve in the role of Chief Strategy Officer of the Company.

Also on November 3, 2023, the Company announced the appointment of Heather Chastain to the Audit Committee of the board of directors of Company. The appointment is effective as of November 3, 2023.

Mrs. Chastain is an existing director of the Company and the board of directors of the Company has determined that Mrs. Chastain is an “independent director” as defined in the New York Stock Exchange rules and applicable SEC rules.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 9, 2023
				DIRECT SELLING ACQUISITION CORP.
				By:		/s/ Dave Wentz
				Name:		Dave Wentz
				Title:		Chairman and Chief Executive Officer

Document and Entity Information	Nov. 03, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 03, 2023
Entity Registrant Name	DIRECT SELLING ACQUISITION CORP.
Entity Incorporation State Country Code	DE
Entity File Number	001-40831
Entity Tax Identification Number	86-3676785
Entity Address Address Line 1	5800 Democracy Drive
Entity Address City Or Town	Plano
Entity Address State Or Province	TX
Entity Address Postal Zip Code	75024
City Area Code	214
Local Phone Number	380-6020
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001871745
Common Class A [Member]
Document Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	DSAQ
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Security 12b Title	Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	DSAQ.W
Security Exchange Name	NONE
Units [Member]
Document Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	DSAQ.U
Security Exchange Name	NYSE

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