- Hunch Mobility Is an Urban Air Mobility Platform Dedicated To
Providing “By-The-Seat” Short Distance Air Mobility Services in
India
- Operated More Than 1,626 Flights to Date, With an Expected
Addressable Market of at Least 20 Million Flyers in 2027
- Transaction Implies a Pro Forma Enterprise Value of $223
Million, With an Implied Pre-Money Market Capitalization of $150
Million
- As part of the transaction, an investor with majority economic,
non-voting interest in DSAQ’s Sponsor (“Investor”) has committed to
investing up to $20 Million in the form of equity purchases in DSAQ
subject to non-redemption, convertible notes of the Company, and
convertible preferred shares of DSAQ
- Hunch Ventures has committed to investing $3 Million in the
form of convertible preferred shares of PubCo
- Hunch Mobility Shareholders Expected To Roll 100% of Their
Equity in Exchange for 52.0% Ownership of the Combined Company (As
Defined Below)
FlyBlade (India) Private Limited (“Hunch
Mobility” or the “Company”), a
leading provider of urban air mobility in the Indian subcontinent,
has entered into a definitive business combination agreement with
Direct Selling Acquisition Corp. (“DSAQ”) (NYSE: DSAQ), a special purpose acquisition
company, and certain other parties thereto. Upon the closing of the
transaction, the newly combined company (“Combined Company” or “PubCo”) is expected to be called Hunch
Technologies Limited, and its common shares are expected to be
listed on the New York Stock Exchange under the symbol “HNCH.”
Hunch Mobility: Revolutionizing Urban Air Mobility
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”).
Hunch Mobility Investment Highlights
- Significant Opportunity for Disruptive Transportation
Service in India: Urban congestion costs in India are
approximately USD $22 billion per year, and continuous congestion
issues present a growing addressable and serviceable market. The
International Monetary Fund predicts that India will become the
third largest economy as measured by GDP by 2027-2028, and Hunch
Mobility expects to tap into the country’s growing middle-class
demographic. Hunch Mobility believes there will be an addressable
market of at least 20 million flyers in 2027 based on current
ticket fares and demographic trends.
- Expanding Global UAM Market: UAM is anticipated to
expand at a CAGR of approximately 25% between 2018 and 2025 and
continue to grow to an anticipated market size of USD $74 billion
by 2035. Countries around the world, including Germany and France,
are working in collaboration with airline manufacturers such as
Boeing and Airbus to invest heavily in the development and
procurement of advanced EVA systems.
- Differentiated, Asset-Light and Low-Capital Operations
Model: Hunch Mobility leverages the scalable technology
platform of Blade Urban Air Mobility, Inc. (“Blade US”) through a licensing agreement and
strategic partnerships with transportation service providers to
provide efficient booking and concierge services to the Indian
market. The firm’s captive strategic infrastructure and
sophisticated technology platform are designed to be customized and
deployed for Indian operations.
- Tenured Management Team and Early Market Entrants: Hunch
Mobility’s management team has over 100 combined years of
experience across companies in the mobility, aviation and lifestyle
verticals. Hunch Mobility’s leadership believes that its early
entry into the market provides a meaningful first-mover advantage
while the barriers to entry remain high for potential
competitors.
- Robust Future Growth Plans: Hunch Mobility is seeking to
generate revenue through a diverse set of complementary business
segments, including a UAM platform for business, leisure, religious
and air ambulance needs and a lifestyle concierge platform that
includes a rewards and privileges platform designed to drive
customer retention and monetization.
- Strategic Partnerships in EVA Market Expected To Propel
Growth: Hunch Mobility has signed a memorandum of understanding
with Eve Air Mobility, Beta Technologies, Skyports and Jaunt Air
Mobility to develop the Company’s EVA capabilities. Hunch Mobility
believes that these partnerships are poised to unlock growth
opportunities in existing and new markets. Hunch Mobility expects
the launch of EVAs with lower costs to drive market penetration to
5% of the addressable market of 50 million flyers.
Management Commentary
Amit Dutta, Managing Director of Hunch Mobility, said: “India's
rapid economic growth is shackled by severe road congestion, a
crippling bottleneck requiring innovative solutions. To address
this opportunity, Hunch Mobility is pioneering a short-haul air
mobility platform with helicopters today and a transition to EVAs
in the near future. We expect that this business combination will
enable us to fully leverage the gains of our first-mover advantage
and aggressively expand our footprint in the Indian
subcontinent.”
“We are excited to partner with Hunch Mobility on this business
combination,” said Dave Wentz, Chairman and Chief Executive Officer
of DSAQ. “Hunch is providing a solution for a serious problem in
India, which is one of the most congested traffic markets in the
world. The Company’s ability to provide consumers with the option
of avoiding this congestion, at a reasonable price point, has the
potential to move by-the-seat helicopter transportation out of the
luxury category and into a ubiquitous part of everyday life. We
believe that Hunch has the team in place to execute on this
tremendous opportunity and we are pleased to play a role in
bringing the Company to the public markets.”
Transaction Terms
The Combined Company is expected to have an estimated
post-transaction enterprise value of $223 million, assuming no
redemptions by DSAQ’s public stockholders. Proceeds from the
transaction, before the payment of certain transaction expenses,
will comprise up to $63 million of cash held in DSAQ’s trust
account before redemptions, with approximately $48 million 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 $20
million from Investor. Investor’s $20 million investment includes
$10 million of equity purchases in DSAQ previously made in the open
market subject to non-redemption, $3 million in the form of
promissory notes convertible into convertible preferred shares to
be funded in three equal monthly installments, with the first $1
million promissory note being issued at signing, and $7 million of
convertible preferred shares that will be funded at the closing of
the transaction. Hunch Ventures has committed to investing $3
million 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 52.0% 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 (“SEC”) by DSAQ. Additional information about the
transaction will be provided in the registration statement on Form
F-4 (the “Registration Statement”)
relating to the transaction to be filed with the SEC by PubCo.
Advisors
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 and Khaitan & Co is acting as Hunch Mobility’s Indian
legal counsel. Kirkland & Ellis LLP is serving as DSAQ’s U.S.
legal counsel, Cyril Amarchand Mangaldas is serving as DSAQ’s
Indian legal counsel and McCann FitzGerald LLP is serving as DSAQ’s
Irish legal counsel.
Peregrine Communications is acting as public relations advisor
to Hunch Mobility.
Additional Information About the Transaction and Where To
Find It
This press release relates to the proposed business combination
involving DSAQ, Hunch Mobility, PubCo, Aeroflow Urban Air Mobility
Private Limited (“IndiaCo”) and HTL
Merger Sub LLC (“Merger Sub”). In
connection with the proposed business combination, DSAQ and PubCo
intend to file with the SEC a Registration Statement, which will
include a preliminary proxy statement/prospectus of DSAQ and a
preliminary prospectus of PubCo relating to the shares to be issued
in connection with the proposed business combination. This press
release is not a substitute for the Registration Statement, the
definitive proxy statement/final prospectus or any other document
that PubCo or DSAQ has filed or will file with the SEC or send to
its stockholders in connection with the proposed business
combination. This press release does not contain all the
information that should be considered concerning the proposed
business combination and other matters and is not intended to form
the basis for any investment decision or any other decision in
respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, DSAQ’S
STOCKHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY DSAQ OR PUBCO
WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION
OR INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED BUSINESS COMBINATION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES
TO THE PROPOSED BUSINESS COMBINATION.
After the Registration Statement is declared effective, the
definitive proxy statement will be mailed to the stockholders of
DSAQ as of a record date to be established for voting on the
proposed business combination. Additionally, DSAQ and PubCo will
file other relevant materials with the SEC in connection with the
business combination. Copies of the Registration Statement, the
definitive proxy statement/final prospectus and all other relevant
materials for the proposed business combination filed or that will
be filed with the SEC may be obtained, when available, free of
charge at the SEC’s website at www.sec.gov. DSAQ’s stockholders may
also obtain copies of the definitive proxy statement/prospectus,
when available, without charge, by directing a request to Direct
Selling Acquisition Corp., 5800 Democracy Drive, Plano, TX
75024.
Participants in the Solicitation of Proxies
This press release may be deemed solicitation material in
respect of the proposed business combination. DSAQ, Hunch Mobility,
IndiaCo, PubCo, Merger Sub and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies from DSAQ’s
stockholders in connection with the proposed business combination.
Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed business
combination of DSAQ’s directors and officers in DSAQ’s filings with
the SEC, including DSAQ’s initial public offering prospectus, which
was filed with the SEC on September 27, 2021, DSAQ’s subsequent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to DSAQ’s
stockholders in connection with the business combination will be
included in the definitive proxy statement/prospectus relating to
the proposed business combination when it becomes available. You
may obtain free copies of these documents, when available, as
described in the preceding paragraphs.
No Offer or Solicitation
This press release is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed business
combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. The proposed business combination will be
implemented solely pursuant to the Business Combination Agreement,
which contains the full terms and conditions of the proposed
business combination. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Forward-Looking Statements
All statements other than statements of historical facts
contained in this press release are forward-looking statements.
Forward-looking statements may generally be identified by the use
of words such as “anticipate,” “believe,” “envision,” “estimate,”
“expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,”
“potential,” “will,” “would,” “could,” “should,” “continue,”
“contemplate” or the negative or plural of these words, or other
similar expressions that are predictions or indicate future events
or prospects, although not all forward-looking statements contain
these words. These forward-looking statements include, but are not
limited to, statements regarding the financial position, business
strategy and the plans and objectives of management for future
operations including as they relate to the proposed business
combination and related transactions, pricing and market
opportunity, the satisfaction of closing conditions to the proposed
business combination and related transactions, the level of
redemptions by DSAQ’s public stockholders and the timing of the
completion of the proposed business combination, including the
anticipated closing date of the proposed business combination and
the use of the cash proceeds therefrom. These statements are based
on various assumptions, whether or not identified in this press
release, and on the current expectations of DSAQ, IndiaCo, Hunch
Mobility and PubCo’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and may differ from such assumptions, and such differences
may be material. Many actual events and circumstances are beyond
the control of DSAQ, IndiaCo, Hunch Mobility and PubCo.
These forward-looking statements are subject to a number of
risks and uncertainties, including (i) changes in domestic and
foreign business, market, financial, political and legal
conditions; (ii) the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the Combined Company or the expected benefits of
the proposed business combination, or that the approval of the
stockholders of Hunch Mobility or DSAQ is not obtained; (iii) the
ability to acquire and maintain the listing of PubCo’s securities
on a stock exchange; (iv) the inability to complete any private
placement financing, the amount of any private placement financing
or the completion of any private placement financing with terms
unfavorable to you; (v) the risk that the proposed business
combination disrupts current plans and operations of DSAQ, Hunch
Mobility, IndiaCo or PubCo as a result of the announcement and
consummation of the proposed business combination and related
transactions; (vi) the risk that any of the conditions to closing
of the business combination are not satisfied in the anticipated
manner or on the anticipated timeline or are waived by any of the
parties thereto; (vii) the failure to realize the anticipated
benefits of the proposed business combination and related
transactions, which may be affected by, among other things, the
ability of the PubCo to grow and manage growth profitably, grow its
customer base and retain its management and key employees; (viii)
risks relating to the uncertainty of the costs related to the
proposed business combination; (ix) risks related to the rollout of
Hunch Mobility, IndiaCo and PubCo’s business strategy and the
timing of expected business milestones, including, but not limited
to, the use of electric vertical aircraft; (x) Hunch Mobility’s
limited operating history and history of net losses; (xi) the
evolution and growth of the markets in which PubCo operates; (xii)
changes in applicable laws or regulations; (xiii) the ability of
PubCo to adhere to legal and regulatory requirements and to receive
any needed regulatory approvals or licenses; (xiv) cybersecurity
risks, data loss and other breaches of PubCo’s network security and
the disclosure of personal information; (xv) the effects of
competition on Hunch Mobility, IndiaCo and PubCo’s business; (xvi)
risks related to domestic and international political and
macroeconomic uncertainty, including the continued economic growth
of the Indian subcontinent, the impacts of climate change, the
Russia-Ukraine conflict, consumer preferences, supply chain issues
and inflation; (xvii) risks related to PubCo’s third party aircraft
operators; (xviii) PubCo’s reliance on technology leased from Blade
Air Mobility, Inc.; (xiv) the limited geographic scope of PubCo’s
operations to the Indian subcontinent; (xv) the outcome of any
legal proceedings that may be instituted against Hunch Mobility,
IndiaCo, DSAQ, PubCo or any of their respective directors or
officers, following the announcement of the proposed business
combination; (xvi) the amount of redemption requests made by DSAQ’s
public stockholders; (xvii) the ability of DSAQ to issue equity, if
any, in connection with the proposed business combination or to
otherwise obtain financing in the future; (xviii) risks related to
Hunch Mobility, IndiaCo and PubCo’s industry; and (xiv) those
factors discussed in DSAQ’s Annual Report on Form 10-K for the year
ended December 31, 2022 and subsequent Quarterly Reports on Form
10-Q, in each case, under the heading “Risk Factors,” and other
documents of DSAQ or PubCo to be filed with the SEC, including the
proxy statement/prospectus. If any of these risks materialize or
Hunch Mobility, IndiaCo, PubCo’s or DSAQ’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Hunch Mobility, IndiaCo, PubCo and DSAQ do
not presently know or that they currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect DSAQ’s, Hunch Mobility’s, IndiaCo’s and PubCo’s
expectations, plans or forecasts of future events and views as of
the date of this press release. DSAQ, Hunch Mobility, IndiaCo and
PubCo anticipate that subsequent events and developments will cause
their assessments to change. DSAQ, Hunch Mobility, IndiaCo and
PubCo undertake no obligation to update any forward-looking
statements made in this communication to reflect events or
circumstances after the date of this presentation or to reflect new
information or the occurrence of unanticipated events, except as
required by law. However, while DSAQ, Hunch Mobility, IndiaCo or
PubCo may elect to update these forward-looking statements at some
point in the future, each of them specifically disclaim any
obligation to do so, unless required by applicable law. If DSAQ,
Hunch Mobility, IndiaCo or PubCo do update one or more
forward-looking statements, no inference should be drawn that they
will make additional updates thereto or with respect to other
forward-looking statements. These forward-looking statements should
not be relied upon as representing DSAQ’s, Hunch Mobility’s,
IndiaCo’s or PubCo’s assessments as of any date subsequent to the
date of this press release. Accordingly, undue reliance should not
be placed upon the forward-looking statements. DSAQ, Hunch
Mobility, IndiaCo and PubCo may not actually achieve the plans,
intentions or expectations disclosed in these forward-looking
statements, and you should not place undue reliance on these
forward-looking statements. These forward-looking statements do not
reflect the potential impact of any future acquisitions, mergers,
dispositions, joint ventures or investments.
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version on businesswire.com: https://www.businesswire.com/news/home/20240118092991/en/
Direct Selling Acquisition Corp. Ryan Bright 214-315-7601
jrb@directsellingcapital.com
Peregrine Communications I Media Contact Cate Swallow
703-835-4298 cate.swallow@peregrinecommunications.com
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