As filed with the U.S. Securities and Exchange Commission on August 24, 2021.

Registration No. 333-258997

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DIRECT SELLING ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6770   86-3676785
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

5800 Democracy Drive

Plano, TX 75024

(214) 380-6020

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Dave Wentz

Chief Executive Officer

Direct Selling Acquisition Corp.

5800 Democracy Drive

Plano, TX 75024

(214) 380-6020

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

David A. Sakowitz

Kyle Gann

Winston & Strawn LLP

200 Park Avenue

New York, New York 10166

Tel: (212) 294-6700

 

Douglas S. Ellenoff

Stuart Neuhauser

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Tel: (212) 370-1300

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Security Being Registered   Amount
Being
Registered
  Proposed
Maximum
Offering Price
per Security(1)
  Proposed
Maximum
Aggregate
Offering Price(1)
  Amount of
Registration
Fee

Units, each consisting of one share of Class A common stock,
$0.0001 par value, and one-half of one redeemable warrant(2)

  23,000,000 Units   $10.00   $230,000,000   $25,093.00

Shares of Class A common stock included as part of the units(3)

  23,000,000 Shares       —(4)

Redeemable warrants included as part of the units(3)

  11,500,000 Warrants       —(4)

Total

          $230,000,000   $25,093.00(5)

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

No fee pursuant to Rule 457(g).

(5)

Registration fee previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

Direct Selling Acquisition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-258997) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the exhibits index to the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. The following exhibits are being filed herewith:

EXHIBIT INDEX

 

Exhibit No.

  

Description

  1.1    Form of Underwriting Agreement.*
  3.1    Certificate of Incorporation.*
  3.2    Amended and Restated Certificate of Incorporation.*
  3.3    Bylaws.*
  4.1    Specimen Unit Certificate.*
  4.2    Specimen Class A Common Stock Certificate.*
  4.3    Specimen Warrant Certificate.*
  4.4    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
  5.1    Opinion of Winston & Strawn LLP.*
10.1    Form of Letter Agreement among the Registrant, DSAC Partners LLC and each of the executive officers and directors of the Registrant.*
10.2    Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.3    Form of Registration Rights Agreement among the Registrant, DSAC Partners LLC and the Holders signatory thereto.*
10.4    Form of Private Placement Warrants Purchase Agreement between the Registrant and DSAC Partners LLC.*
10.5    Form of Indemnity Agreement.*
10.6    Promissory Note issued to DSAC Partners LLC.*
10.7    Securities Subscription Agreement between the Registrant and DSAC Partners LLC.*
10.8    Form of Administrative Services Agreement between the Registrant and DSAC Partners LLC.*
14    Form of Code of Business Conduct and Ethics.*
23.1    Consent of Grant Thornton LLP.**
23.2    Consent of Winston & Strawn LLP (included on Exhibit 5.1).*
24    Power of Attorney (included on signature page hereto).**
99.1    Form of Audit Committee Charter.*
99.2    Form of Compensation Committee Charter.*
99.3    Form of Nominating and Corporate Governance Committee Charter.*
99.4    Consent of Mike Lohner.**
99.5    Consent of John Addison.**
99.6    Consent of Bradford Richardson.**
99.7    Consent of Travis Ogden.**
99.8    Consent of Heather Chastain.**
99.9    Consent of Wayne Moorehead.**

 

*

Filed herewith.

**

Previously filed.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on the 24th day of August, 2021.

 

DIRECT SELLING ACQUISITION CORP.
By:   /s/ Dave Wentz
  Name: Dave Wentz
  Title: Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

  

Position

 

Date

/s/ Dave Wentz

Dave Wentz

   Chairman and Chief Executive Officer
(Principal Executive Officer)
  August 24, 2021

/s/ Mike Lohner

Mike Lohner

   President and Chief Financial Officer
(Principal Financial and Accounting Officer)
  August 24, 2021