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Direct Selling Acquisition Corp. *

Direct Selling Acquisition Corp. *

Aug 23, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Hunch Technologies Limited

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: HNCH

Direct Selling Acquisition Corp. proposes to combine with Hunch Technologies Limited.

Hunch Mobility is an urban air mobility (“UAM”) platform dedicated to providing “by-the-seat” short-distance air mobility services in India. The Company has operated more than 1,626 flights with an approximately 43% repeat flying rate and has launched its services in two states in India: Maharashtra and Karnataka.

The Company aspires to lead the transition to electric vertical take-off and landing vehicles in the Indian subcontinent in the near future, benefiting from strong support from India’s Ministry of Civil Aviation in liberalizing UAM and paving the roadmap for the introduction of electric vertical aircraft (“EVAs”).

SUBSEQUENT EVENT – 10/1/24 – LINK

  • The Outside Date was extended until December 27, 2024.

SUBSEQUENT EVENT – 7/1/24 – LINK

  • The Outside Date was extended until September 28, 2024.

EXTENSION – 4/1/24 – LINK

  • The SPAC approved the extension from March 28, 2024 to March 28, 2025.
    • 2,873,211 shares were redeemed.
    • $90K per month will be deposited into the trust account.

TRANSACTION

  • The Combined Company is anticipated to have a $223 million enterprise value post-transaction, assuming no redemptions by DSAQ stockholders.
    • The transaction will provide up to $63 million from DSAQ’s trust account and about $48 million in net cash for growth, without redemptions.
    • There’s no minimum cash condition but includes a $20 million capital commitment from Investor and a $3 million investment from Hunch Ventures in convertible preferred shares.
    • The transaction, approved by both companies’ boards, is set to close in 2024, subject to approvals.
    • Post-transaction, Hunch Mobility’s shareholders will roll their equity into the Combined Company, owning about 52% of it, assuming no redemptions.

dsaq

SPAC FUNDING

  • Pursuant to the Hunch Subscription Agreement, QRSP agreed to subscribe for and purchase, and PubCo agreed to issue and sell to QRSP, immediately prior to the Closing, an aggregate of 300,000 PubCo Preferred Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of
  • Under the Investor Subscription Agreement, Investor will purchase 700,000 DSAQ Preferred Shares for $10 each, totaling $7 million, before the Closing.
    • The closing is conditional upon the completion of transactions in the Hunch Subscription Agreement and additional investments totaling $12 million in various DSAQ and PubCo shares.
    • These terms must be comparable to or approved by the Investor and exclude investments from the Investor Subscription Agreement, Retained Shares acquisition, or Hunch Subscription Agreement.
  • PubCo has signed a Note Purchase Agreement with an investor, issuing $3,000,000 in senior unsecured convertible notes.
    • The initial note of $1,000,000, automatically convertible into PubCo Preferred Shares, will be delivered within 24 hours of the Business Combination Agreement execution.
    • Two additional notes, totaling $2,000,000, will be issued in monthly installments.
    • These notes will accrue 10% annual interest, with the first interest payment due three months post-issuance.
    • The notes are intended for working capital for IndiaCo and aircraft acquisitions.
    • The full amount is payable either three business days post-Business Combination Agreement termination or 363 days after issuance, with a 17% interest penalty for late payment.

WARRANT AGREEMENT

  • At the Effective Time, existing Company warrants will be assumed by PubCo, converting to PubCo warrants with similar terms:
    • Public warrants to PubCo public warrants, and private placement warrants to PubCo private placement warrants.
      • Each will be exercisable for one PubCo Class A Ordinary Share, one CVR I, II, and III each.
  • If the DSAQ Warrant Amendment is approved, each Company warrant will convert into one-fifth of a DSAQ Class A Share before the Effective Time, without issuing fractional shares for less than five warrants.

CONTINGENT VALUE RIGHTS AGREEMENT

  • Upon completing the Business Combination Agreement, PubCo will implement a Contingent Value Rights Agreement (CVR Agreement), issuing three types of CVRs (CVR I, II, III) to DSAQ Class A and B Shareholders for each share held.
    • Each CVR type entitles holders to a pro rata share of 2,000,000 PubCo Class A Ordinary Shares, triggered if PubCo’s consolidated revenues fall below specified thresholds at different anniversaries post-Closing (less than $50 million by the second, $142 million by the third, and $263 million by the fourth anniversary).
    • Payment to CVR holders is not guaranteed and depends on meeting these revenue conditions.

SPONSOR SUPPORT AGREEMENT

  • Under the Sponsor Support Agreement, the Sponsor has committed to supporting transaction proposals, waiving conversion ratio adjustments for DSAQ Class B Shares, adhering to transfer restrictions, and managing warrants.
    • They will offer up to 9,950,000 private placement warrants (or equivalent PubCo Class A Ordinary Shares) to stockholders who agree not to redeem their DSAQ Class A Shares.
    • Untransferred warrants will be partially retained and partially forfeited by the Sponsor, with conversion options depending on the approval of the DSAQ Warrant Amendment.

LOCK-UP

  • Company and Sponsor
    • The lock-up agreement has not been signed at this time.

NOTABLE CONDITIONS TO CLOSING

  • There’s no minimum cash condition

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement can be terminated before Closing by mutual agreement of the Company and PubCo, or under certain conditions such as if the Closing hasn’t occurred by March 28, 2024, extendable to June 28, 2024, if not caused by a breach by the terminating party.
  • On 6/28/24, the Outside Date was extended to September 28, 2024. – LINK
  • On 9/28/24, the Outside Date was extended to December 27, 2024. – LINK
  • On 12/27/24, the Outside Date was extended to March 27, 2025. – LINK

ADVISORS

  • Company
    • 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.
    • Ellenoff Grossman & Schole LLP is acting as Hunch Mobility’s U.S. legal counsel.
    • Arthur Cox LLP is acting as Hunch Mobility’s Irish legal counsel.
    • Khaitan & Co is acting as Hunch Mobility’s Indian legal counsel.
    • Peregrine Communications is acting as public relations advisor to Hunch Mobility.
  • SPAC
    • Kirkland & Ellis LLP is serving as DSAQ’s U.S. legal counsel.
    • Cyril Amarchand Mangaldas is serving as DSAQ’s Indian legal counsel.
    • McCann FitzGerald LLP is serving as DSAQ’s Irish legal counsel.

EXTENSION – 3/28/23 – LINK

  • The SPAC approved the extension from March 28, 2023 to March 28, 2024.
    • 17,404,506 shares were redeemed.
    • $480K will be deposited into the trust account to extend until June 28, 2023; $180k per month will be deposited thereafter as needed

EXTENSION – 12/26/22 – LINK

  • On December 28, 2022, Direct Selling Acquisition Corp. issued a promissory note in the principal amount of $2,300,000 (representing $0.10 per public share) to the Company’s sponsor, DSAC Partners LLC in connection with the extension of the date by which the Company has to consummate a business combination from December 28, 2022, to March 28, 2023.

MANAGEMENT & BOARD

Executive Officers

Dave Wentz, 51
 Chairman and Chief Executive Officer

Mr. Wentz joined USANA at its founding in 1992 and played a critical role in developing its initial branding and strategy. Over the course of USANA’s early years, Mr. Wentz served in a variety of roles, including Vice President of Development, Sr. Vice President of Development and Executive Vice President, before being promoted to President in July 2002 and Chief Executive Officer in 2006. He also served as a member of USANA’s board of directors from 1993 to 2004. While Mr. Wentz led USANA(2002-2016), it achieved record sales each year and increased revenue from approximately $133 million (2002) to $1 billion (2016) upon his retirement. Notably in 2010, Mr. Wentz played an integral role in the $62.7 million acquisition and implementation of BabyCare. During his time with USANA, Mr. Wentz served on the board of directors of the Direct Selling Association for many years, serving as its Vice Chairman from 2007 to 2008 and Chairman from 2008 to 2009. He also spent many years on the board of directors of the Direct Selling Education Foundation, including as Chairman from 2006 to 2007 and again from 2016 to 2018. In 2009, Mr. Wentz was recognized by Forbes magazine as one of “The 21 Youngest CEOs at the Nation’s Biggest Companies,” and he served as the President of the Utah chapter of the Young Presidents Organization from 2018 to 2019. Mr. Wentz is a best-selling author, having co-written the New York Times best seller The Healthy Home, and an accomplished speaker and presenter having spoken in front of millions over the course of his career. Mr. Wentz holds a Bachelor of Science in Bioengineering from the University of California, San Diego.

Mike Lohner, 58
President, Chief Financial Officer and Director Nominee

Mr. Lohner is a highly experienced executive, board member, founder and investor in the direct selling and direct-to-consumer industries, amongst others. Over the course of his career, he has played either a leading or integral role in the evaluation and underwriting of multiple transactions and investments within the direct selling industry and has played key roles in the development and management of a number of businesses that resulted in nine-figure exits. Mike currently serves as the chairman of the board of S&D Retail, a leading technology enabled social selling platform and fashion accessories business with three current brands: Stella & Dot, Keep Collective, and Ever Skincare, where he previously also served as chief executive officer. Mr. Lohner is a co-founder of DOSH, a leading card-linked cash-back advertising platform. He served as DOSH’s Chief Strategy Officer prior to its recent sale (March 2021) to Cardlytics for $275 million. While at DOSH, Mr. Lohner was responsible for formulating, directing and implementing the social selling strategies that helped it achieve its market leading position. Mr. Lohner has spent more than 20 years as an executive, investor or advisor in and around the direct selling industry. Mr. Lohner’s entry into the direct selling industry was with Home Interiors and Gifts, Inc. a private equity-owned home décor direct sales company. He was hired after the company suffered a significant decline in sales and was tasked with returning the Company to growth. Retail sales at the company not only returned to significant growth, but grew to over $600 million during his tenure. Mr. Lohner served on the Direct Selling Association’s board of directors for four years. Mr. Lohner’s early career included time as a consultant at Bain & Company, one of the world’s premier management consulting firms. He earned his M.B.A. from the Stanford Graduate School of Business, where he was an Arjay Miller scholar, and received a B.A. degree in economics from Brigham Young University.

Wayne Moorehead, 46
 Chief Strategy Officer and Director Nominee

Mr. Moorehead, who brings a wealth of experience in marketing, branding and direct to consumer to the Company’s management team, is a seasoned thought leader in marketing and brand strategy and is a sought-after advisor across multiple industries. Mr. Moorehead has spent more than 20 years in a variety of senior level roles in and around the direct selling industry and has also worked with a large number of national brands over the course of his career. Most recently Mr. Moorehead served as the Chief Marketing Officer of Young Living, a $2 billion direct seller of essential oils and related products. Prior to this, from 2017 to 2019, Mr. Moorehead served as the chief brand officer of Purple Innovation, Inc. (NASDAQ: PRPL), the innovative mattress company, which has been recognized as one of the fastest-growing direct to consumer brands over the last several years. Purple merged with a special purpose acquisition company in 2018 in a transaction valued at $1.1 billion. Previously Mr. Moorehead served as the chief marketing officer of Nature’s Sunshine Products (NASDAQ: NATR), a multi-national direct seller of nutritional and personal care products. Outside of the direct selling industry Mr. Moorehead possesses significant agency experience working with national and international brands such as Johnson & Johnson, Fender, Whole Foods, American Eagle Outfitters and Intel, amongst others. Mr. Moorehead’s agency experience includes serving as Chief Strategist for Salt Lake City-based Hint Creative, as well as chief strategy officer for the New York based Case Agency. Mr. Moorehead holds a BS in Marketing Communications & Advertising from Brigham Young University and an MBA in Marketing from the Marriott School of Management.

Board of Directors

John Addison, 63
Director Nominee

John Addison is the former Co-Chief Executive Officer of Primerica, Inc. (NYSE: PRI), a multi-billion dollar direct seller of financial products to middle-income households in the United States and Canada, and served in that position from 1999 to 2015. Mr. Addison currently serves as the chief executive officer of the Addison Leadership Group, through which he provides consulting and speaking services. Mr. Addison remains a member of the board of directors of Primerica and also serves on the board of directors of LegalShield, Inc., a private equity owned direct seller of pre-paid legal services, and the National Monuments Foundation. Mr. Addison joined Primerica in 1982 as a business systems analyst and progressively worked his way into positions of increasing responsibility. He served in numerous officer roles with Primerica Life Insurance Company (“Primerica Life”), a life insurance underwriter, and Primerica Financial Services, LLC, a general agent, both of which are subsidiaries of Primerica. He served as Vice President and Senior Vice President of Primerica Life, as well as Executive Vice President and Group Executive Vice President of Marketing. In 1995, he became President of the Primerica operating unit of Citigroup Inc. (“Citigroup”) and was promoted to Co-Chief Executive Officer in 1999. During the first ten years of Mr. Addison’s tenure as co-chief executive officer, Primerica operated as a subsidiary of Citigroup. In 2010, the Company was spun-out of Citigroup through an initial public offering, a process in which Mr. Addison played an integral role. Mr. Addison was inducted into the Northeast Georgia Business Hall of Fame in 2018 and the Direct Selling Hall of Fame in 2019. Mr. Addison received his B.A. in Economics from the University of Georgia and his M.B.A. from Georgia State University.

Bradford Richardson, 57
Director Nominee

Mr. Richardson has spent 20 years of his 30+ year career aggressively scaling direct selling companies globally. As president of Shaklee International from 2008 to 2015, Mr. Richardson grew global markets’ revenue to over $800 million. From 2015 to 2018, Mr. Richardson continued to serve Shaklee as a member of the company’s board of directors, as well as in a strategic consulting role. Previously, from 1997 to 2008, Mr. Richardson served USANA in a variety of roles, culminating in his service as executive vice president – APAC. Under his leadership, USANA’s APAC business grew from startup to $169.2 million per year, representing more than 40% of total revenue at the time of his departure. Since 2018, Mr. Richardson has consulted for leading companies and spent time exploring new opportunities in the sector. Mr. Richardson holds an MBA in Finance from The Wharton School and has worked in global business roles at leading companies including Dell Computer Corporation, Lexmark International and The Far Eastern Group, one of Taiwan’s leading conglomerates.

Travis Ogden, 49
Director Nominee

Travis Ogden currently serves as the co-founder and chief executive officer of Oola Global, LLC, a personal development company offering a monthly subscription for personalized content distributed through the direct selling channel. From 2016 to 2020, Mr. Ogden served Isagenix International, a direct seller of dietary supplements and personal care products, as president and chief operating officer before being promoted to chief executive officer. Previously, from 2012 to 2016, Mr. Ogden served as chief operating officer of Young Living Essential Oils, a direct seller of essential oils and related products, and helped guide the company through a period of rapid growth that saw revenue grow from $200 million to more than $1 billion. Mr. Ogden began his career in a private accounting practice and then spent several years as an in-charge associate with KPMG where he participated in numerous audit engagements including those related to initial public offerings. Mr. Ogden holds a Bachelor of Science in Accounting and a Master’s of Business Administration from the University of Utah.

Heather Chastain, 47
Director Nominee

Heather Chastain currently serves as the founder and CEO of Bridgehead Collective, a consultancy focused on assisting direct selling companies. With over 20 years of well-rounded experience in the direct selling industry, Mrs. Chastain brings a solid understanding of sales, marketing, manufacturing and operations as well as a strong collaborative and relational style of leadership to the table. Prior to founding Bridgehead, Mrs. Chastain served as Chief Strategy Officer and President of the United States and Canada for Shaklee Corporation, a direct seller of nutrition and personal care products. In addition, Mrs. Chastain has served multiple c-level positions in several direct selling companies, including as Senior Vice President and Chief Sales Officer of Arbonne International, Inc., President of Celebrating Home and Vice President of Operations at BeautiControl, Inc. Mrs. Chastain previously served on the board of directors of the Direct Selling Association and as the chairwoman of the Direct Selling Association Ethics Committee. Mrs. Chastain holds a Bachelor of Business Administration from the University of Texas.

 

ByAnthony Sozzi