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Washington, D.C. 20549







Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2023 (May 5, 2023)




(Exact name of registrant as specified in its charter)




Delaware   001-40831   86-3676785

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


5800 Democracy Drive

Plano, TX

(Address of principal executive offices)     (Zip Code)

(214) 380-6020

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





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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  




Item 1.01.

Entry into a Material Definitive Agreement.

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.


Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 5, 2023, Direct Selling Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $835,718.75 to DSAC Partners LLC (the “Sponsor”). The Note does not bear interest and matures upon closing of the Company’s initial business combination (a “Business Combination”). In the event that the Company does not complete a Business Combination, the Note will be repaid only from funds held outside of the trust account established in connection with the Company’s initial public offering (the “Trust Account”), or will be forfeited, eliminated or otherwise forgiven. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01.

Financial Statements and Exhibits.



Exhibits. The following exhibits are provided as part of this Form 8-K:






10.1    Promissory Note, dated May 5, 2023, issued by Direct Selling Acquisition Corp. to DSAC Partners LLC.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.



/s/ Dave Wentz

    Name:   Dave Wentz
    Title:   Chairman and Chief Executive Officer

[Signature Page to 8-K]