UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Direct Selling Acquisition Corp.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
25460L103
(CUSIP Number)
December 18, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Antara Capital Master Fund LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 5,595,494 shares of Class A Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer. |
| 1. |
Names of Reporting Persons
Antara Capital Fund GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on 5,595,494 shares of Class A Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer. |
| 1. |
Names of Reporting Persons
Antara Capital Total Return SPAC Master Fund LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 5,595,494 shares of Class A Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer. |
| 1. |
Names of Reporting Persons
Antara Capital Total Return SPAC Fund GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on 5,595,494 shares of Class A Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer. |
| 1. |
Names of Reporting Persons
Antara Capital LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 5,595,494 shares of Class A Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer. |
| 1. |
Names of Reporting Persons
Antara Capital GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on 5,595,494 shares of Class A Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer. |
| 1. |
Names of Reporting Persons
Himanshu Gulati | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Calculated based on 5,595,494 shares of Class A Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer. |
| Item 1(a). |
Name of Issuer | |
| Direct Selling Acquisition Corp. (the “Issuer”) | ||
| Item 1(b). |
Address of the Issuer’s Principal Executive Offices | |
| 5800 Democracy Drive, Plano, TX 75024 | ||
| Item 2(a). |
Names of Persons Filing | |
| This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
(i) Antara Capital Master Fund LP (“Antara Master Fund”)
(ii) Antara Capital Fund GP LLC (“Antara Fund GP”)
(iii) Antara Capital Total Return SPAC Master Fund LP (“Antara SPAC Fund”)
(iv) Antara Capital Total Return SPAC Fund GP LLC (“SPAC Fund GP”)
(v) Antara Capital LP (“Antara Capital”)
(vi) Antara Capital GP LLC (“Antara GP”)
(vii) Himanshu Gulati | ||
| Item 2(b). |
Address of the Principal Business Office, or if none, Residence: | |
| 55 Hudson Yards, 47th Floor, Suite C New York, NY 10001 | ||
| Item 2(c). |
Citizenship | |
| See responses to Item 4 on each cover page. | ||
| Item 2(d). |
Title of Class of Securities | |
| Class A Common Stock, $0.0001 par value | ||
| Item 2(e). |
CUSIP Number | |
| 25460L103 | ||
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): | |
| Not Applicable. | ||
| Item 4. |
Ownership
(a) Amount beneficially owned:
See responses to Item 9 on each cover page.
(b) Percent of Class:
See responses to Item 11 on each cover page.
(c) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | |
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Each of the percentages referenced in this Statement are calculated based on 5,595,494 shares of Common Stock outstanding as of December 31, 2023, based on information provided by the Issuer.
The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. | ||
| Item 5. |
Ownership of Five Percent or Less of a Class | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒ | ||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person | |
| Not Applicable. | ||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Not Applicable. | ||
| Item 8. |
Identification and Classification of Members of the Group | |
| Not Applicable. | ||
| Item 9. |
Notice of Dissolution of Group | |
| Not Applicable. | ||
| Item 10. |
Certification | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 13, 2024
| Antara Capital Master Fund LP | ||
| By: Antara Capital Fund GP LLC | ||
| Its: General Partner | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Sole Member | ||
| Antara Capital Fund GP LLC | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Sole Member | ||
| Antara Capital Total Return SPAC Master Fund LP | ||
| By: Antara Capital Total Return SPAC Fund GP LLC | ||
| Its: General Partner | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Sole Member | ||
| Antara Capital Total Return SPAC Fund GP LLC | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Sole Member | ||
| Antara Capital LP | ||
| By: Antara Capital GP LLC | ||
| Its: General Partner | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Sole Member | ||
| Antara Capital GP LLC | ||
| By: | /s/ Himanshu Gulati | |
| Name: Himanshu Gulati | ||
| Title: Sole Member | ||
| /s/ Himanshu Gulati | ||
| Himanshu Gulati | ||
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of May 13, 2024. |