Direct Selling Acquisition Corp.

Item1A. Risk Factors.

As of the date ofExcept as set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 1, 2024, as amended on Form 10-K/A filed with the SEC on May 20, 2024 and as supplemented by our Quarterly Reports on Form 10-Q for this Quarterly Report, e three months ended March 31, 2024 and June 30, 2024, filed with the SEC on May 20, 2024 and August 14, 2024, respectively. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

NYSE delisted our securities from its exchange which could limit investors ability to make transactions in its securities and subject us to additional trading restrictions.

On April 12, 2024, we announced our intention to voluntarily delist from The New York Stock Exchange (NYSE) our Class A common stock, par value $0.0001 per share (the Class A Common Stock) and units, each consisting of one share have of Class A Common Stock and one-half of one redeemable warrant (collectively, the Securities). On April 29, 2024, we received a notice from NYSE stating that NYSE had determined to delist our Securities from NYSE and that trading in our Securities on NYSE had been no material changes to tsuspended, effective at the close of trading on April 29, 2024. NYSE reached its decision pursuant to Rule 802.01B of the NYSE Listed Company Manual because we did not meet NYSEs continued listing standard that requires listed acquisition companies to maintain an average aggregate global market capitalization attributable to its publicly held shares of at least $40 million over a period of 30 consecutive trading days.

We began trading our Class A common stock, par value $0.0001 per share on OTCQX Best Market (OTCQX) under the risk symbol DSAQ. Our Units and redeemable warrants presently trade on the OTC Markets Pink Market (OTC Pink and together with OTCQX, OTC) under the symbols DSAQ.U and DSAQ.W, respectively. Since our securities trade on OTC, we could factoe significant material adverse consequences, including:

Additionally, if ours disclosed in our Annual Report on Form 10-K filed  securities are delisted from trading on OTC, our investors ability to make transactions in our securities could be limited and subject us to additional trading restrictions.

Because our securities were delisted from NYSE and are no longer listed on a national securities exchange, we may face significant material adverse consequences, including: (i) a limited availability of market quotations for our securities, (ii) reduced liquidity for our securities, (iii) a determination that our securities are penny stocks which will require brokers trading in our Public Shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for our securities, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with tan initial business combination. The SEC on April 1, 2024. We may disclose changes to such factors or National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Because our securities were delisted from NYSE and trade on OTC, our Class A Common Stock, Warrants and Units do not qualify as covered securities under the Securities Act and we are subject to regulation in each state in which we offer our securities. Public shareholders who do not elect to redeem their Public Shares in connection with the shareholder meeting to approve the Business Combination, may be unable to recover their investment except through sales of our shares on the open market or upon our liquidation or redemption of shares. The price of our common stock may be volatile, and there can be no assurance that stockholders will be able to disclose addipose of our shares at favorable prices, or at all.

The SEC has recently issued final rules relating to certain activities of SPACs. Certain of the procedures we or others may determine to undertake in connectional factors from time to time with such rules may increase our costs and the time needed to complete the Business Combination.

On January 24, 2024, the SEC issued final rules (the 2024 SPAC Rules), which became effective on July 1, 2024, that formally adopted some of the SECs proposed rules for SPACs that were released on March 30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements in our future fiinitial public offerings by SPACs and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings with t, including requiring disclosure of all material bases of the projections and all material assumptions underlying the projections; increase the potential liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company Act. The SEC. 2024 SPAC Rules may materially adversely affect our business, including our ability to negotiate and complete, and the costs associated with, our initial business combination, and results of operations.

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