Direct Selling Acquisition Corp.

10/01/2024 | Press release | Distributed by Public on 10/01/2024 04:31

Material Agreement Form 8 K

Item 1.01

Entry into Material Definitive Agreements.

As previously disclosed, on January 17, 2024, Direct Selling Acquisition Corp., a Delaware corporation (the "DSAQ"), entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned subsidiary of PubCo ("IndiaCo"), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 ("PubCo"), FlyBlade (India) Private Limited, a private limited company incorporated under the laws of India ("Hunch Mobility"), and HTL Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo ("Merger Sub", and together with DSAQ, IndiaCo, PubCo and Hunch Mobility, the "Parties" and each a "Party").

As previously disclosed, on June 28, 2024, the Parties entered into an amendment to the Business Combination Agreement (the "BCA Amendment"). The BCA Amendment modified the "Termination Date" (i.e., the date on which either party could terminate the Business Combination Agreement, under the circumstances specified therein, if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to such date) to September 28, 2024.

Business Combination Agreement Amendment

On September 28, 2024, the Parties entered into an amendment to the Business Combination Agreement (the "SecondBCA Amendment"). The Second BCA Amendment modifies the "Termination Date" to December 27, 2024.

The foregoing descriptions of the Second BCA Amendment are not complete and are subject to and qualified in their entirety by reference to the Second BCA Amendment. A copy of the Second BCA Amendment is filed with this Current Report on Form 8-Kas Exhibit 2.1, and the terms of which are incorporated by reference herein.