FlyBlade India (Hunch Mobility), formerly doing business as Blade, an urban air mobility provider 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, and its common shares will to be listed on the New York Stock Exchange under the symbol “HNCH.”
The transaction implies a pro forma enterprise value of $223 million, with an implied pre-money market capitalisation of $150 Million.
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.
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 per cent repeat flying rate and has launched in two states in India: Maharashtra and Karnataka.
Hunch Mobility’s short-haul air mobility solutions will continue to do business under Blade India. The company aims to enhance connectivity and pave the road map for the introduction of electric vertical aircrafts (EVAs).
Amit Dutta, Managing Director of Hunch Mobility, said in a press statement “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.”
Hunch Mobility aims to focus on capitalising on India’s rising urban congestion issues, which it believes costs India USD $22 billion annually. Employing a differentiated, asset-light model, Hunch Mobility aims to transform transportation in India through its urban air mobility services, and it has entered into MoUs with leading electric vertical aircraft manufacturers like Eve Air Mobility, Beta Technologies, Skyports and Jaunt Air Mobility to develop the Company’s EVA capabilities highlighting the Company’s commitment to sustainable growth.
“We are excited to partner with Hunch Mobility on this business combination,” said Dave Wentz, Chairman and Chief Executive Officer of DSAQ.
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 per cent of their existing equity in Hunch Mobility into the Combined Company and are expected to own approximately 52 per cent 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.