FlyBlade, or Hunch Mobility, a provider of urban air mobility in the Indian subcontinent, has entered into a definitive business combination agreement with Direct Selling Acquisition (DSAQ), a special purpose acquisition company, and certain other parties thereto. Upon the closing of the transaction, the newly combined company is expected to be called Hunch Technologies, and its common shares are expected to be listed on the New York Stock Exchange under the symbol (HNCH). The combined company is expected to have an estimated post-transaction enterprise value of $223M, assuming no redemptions by DSAQ’s public stockholders. Proceeds from the transaction, before the payment of certain transaction expenses, will comprise up to $63M of cash held in DSAQ’s trust account before redemptions, with approximately $48M in net cash on the balance sheet to fund growth, assuming no redemptions by DSAQ’s public stockholders. The transaction does not include a minimum cash condition, but does include capital commitments of $20M from investor. Investor’s $20M investment includes $10M of equity purchases in DSAQ previously made in the open market subject to non-redemption, $3M in the form of promissory notes convertible into convertible preferred shares to be funded in three equal monthly installments, with the first $1M promissory note being issued at signing, and $7M of convertible preferred shares that will be funded at the closing of the transaction. Hunch Ventures has committed to investing $3M in the form of convertible preferred shares of PubCo. Hunch Ventures’ investment and Investor’s investments other than convertible notes are subject to certain waivable conditions. DSAQ and Hunch Mobility’s respective boards of directors have unanimously approved the transaction, which is expected to close in 2024, subject to regulatory and stockholder approvals. In connection with the transaction, Hunch Mobility’s shareholders are rolling 100% of their existing equity in Hunch Mobility into the combined company and are expected to own approximately 52% of the combined company on a non-fully diluted basis immediately following the closing of the transaction, assuming no redemptions by DSAQ’s public stockholders. All references to cash on the balance sheet, available cash from the trust account and retained transaction proceeds are subject to any redemptions by DSAQ’s public stockholders and current estimates of transaction expenses. For additional information regarding the terms of the transaction, as well as an investor presentation, please see the Current Report on Form 8-K, which will be filed today with the Securities and Exchange Commission, or SEC, by DSAQ. Additional information about the transaction will be provided in the registration statement on Form F-4 relating to the transaction to be filed with the SEC by PubCo.
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