Form 10-K

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

0001193125-22-086774.txt : 20220328 0001193125-22-086774.hdr.sgml : 20220328 20220328165127 ACCESSION NUMBER: 0001193125-22-086774 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 51 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220328 DATE AS OF CHANGE: 20220328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Direct Selling Acquisition Corp. CENTRAL INDEX KEY: 0001871745 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 863676785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40831 FILM NUMBER: 22776104 BUSINESS ADDRESS: STREET 1: 5800 DEMOCRACY DRIVE CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 2143086020 MAIL ADDRESS: STREET 1: 5800 DEMOCRACY DRIVE CITY: PLANO STATE: TX ZIP: 75024 10-K 1 d311389d10k.htm FORM 10-K Form 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER

001-40831

DIRECT SELLING ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware		86-3676785
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


5800 Democracy Drive Plano, TX		75024
(Address of principal executive offices)		(Zip Code)

(214)

380-6020

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	DSAQ.U	New York Stock Exchange
Class A common stock, par value $0.0001 per share	DSAQ	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	DSAQ.WS	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☒ No ☐

As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began trading on The New York Stock Exchange on September 24, 2021.

As of March

, 2022, the Registrant had 23,000,000 shares of its Class A common stock, $0.0001 par value per share, and 5,750,000 shares of its Class B common stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

TABLE OF CONTENTS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	11
ITEM 1B.	UNRESOLVED STAFF COMMENTS	44
ITEM 2.	PROPERTIES	45
ITEM 3.	LEGAL PROCEEDINGS	45
ITEM 4.	MINE SAFETY DISCLOSURES	45
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	46
ITEM 6.	[RESERVED]	46
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	49
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	50
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	51
ITEM 9A.	CONTROLS AND PROCEDURES	51
ITEM 9B.	OTHER INFORMATION	51
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	51
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	52
ITEM 11.	EXECUTIVE COMPENSATION	57
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	58
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	59
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	60
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	61
SIGNATURES		63

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our expectations around the performance of the prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the recent

COVID-19

pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

•

the Trust Account not being subject to claims of third parties; or

•

our financial performance following our Public Offering.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

SUMMARY OF RISK FACTORS

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

•

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

•

Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

•

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

•

If we seek stockholder approval of our initial business combination, our initial stockholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

•

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

•

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

•

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

•

The requirement that we complete our initial business combination within 15 months after the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

•

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus

(COVID-19)

outbreak and the status of debt and equity markets.

•

We may not be able to complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination as), in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

•

You will not be entitled to protections normally afforded to investors of many other blank check companies.

•

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will expire worthless.

Table of Contents

•

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

•

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.

•

The New York Stock Exchange (the “NYSE”) may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

•

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

•

Holders of our Class A common stock will not be entitled to vote on any appointment of directors prior to our initial business combination.

•

Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.

•

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

•

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

•

Our warrants are expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A common stock or may make it more difficult for us to consummate an initial business combination.

PART I

References in this report to “we,” “us”, “our” or the “Company” refer to Direct Selling Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to DSAC Partners LLC, a Delaware limited liability company.

ITEM 1. BUSINESS

Introduction

We are a blank check company incorporated on March 9, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.

On September 28, 2021, we consummated our initial public offering (“Public Offering”) of 23,000,000 units, including the issuance of 3,000,000 units as a result of the underwriters’ full exercise of their over-allotment option. Each unit consists of one share of Class A common stock and

one-half

of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $230,000,000.

Table of Contents

On June 7, 2021, our sponsor purchased an aggregate of 5,750,000 founder shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share. The number of Founder Shares outstanding was determined based on the Company’s expectation that the total size of the Public Offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Public Offering. Prior to our sponsor’s initial investment of $25,000, the Company had no assets, tangible or intangible.

Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to the sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000, a portion of which was added to the proceeds from the Public Offering held in the Trust Account (as defined below). No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The Private Placement Warrants are identical to the Warrants sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by our sponsor or its permitted transferees, (i) are not redeemable by the us, (ii) may not (including the shares of Class A common stock issuable upon exercise of such Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than our sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us. If the Company does not consummate its initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), the Private Placement Warrants will expire worthless.

Upon the closing of the Public Offering and the Private Placement, $234,600,000 was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We are not permitted to withdraw any of the principal or interest held in the Trust Account, except for the withdrawal of interest to pay our taxes and up to $100,000 of interests to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (“Charter”) to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

business combination activity. The proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

After the payment of underwriting discounts and commissions (excluding the deferred portion of $8,050,000 in underwriting discounts and commissions payable upon consummation of our initial business combination if consummated) and approximately $490,543 in expenses relating to the Public Offering, approximately $1,537,621 of the net proceeds of the Public Offering and Private Placement was not deposited into the Trust Account and was initially available to us for working capital purposes. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of March 21, 2022, there was approximately $324,624,819 in investments and cash held in the Trust Account.

Effecting Our Initial Business Combination

General

Table of Contents

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the Public Offering. We intend to effectuate our initial business combination using cash from the proceeds of the Public Offering and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.

While we may pursue an initial business combination with a company in any sector or geography, we intend to focus our search on domestically based businesses within the direct selling industry with enterprise values from $500 million to $2.0 billion.

Business Strategy

We intend to identify and effect a business combination with a company, or companies, within the direct selling industry that we believe can benefit from the vast experience and expertise of our management team, as well as the access to capital markets our vehicle can provide. We are positioning ourselves as a powerful partner to industry companies, ownership groups and management teams based on our ability to provide growth capital and liquidity in an environment where it can otherwise prove challenging.

Our Access to Industry Companies is Unique and Differentiating

Our target evaluation and selection process will rely on the incomparable network and relationships of our management, board of directors and sponsor teams. Through their various business endeavors and extended service to the direct selling industry, we believe our team is the most connected group in the direct selling industry worldwide. Due to the nature and extent of these relationships, our team is already intimately familiar with the business, financials and prospects of many companies within our target universe. This allows us to quickly engage with potential targets and we expect the evaluation process to move quickly in each case

The Direct Selling Industry is Traditionally Underserved by Capital Markets

The direct selling industry has been traditionally underserved by the capital markets for a variety of reasons. Most direct selling companies are self-funded by their founders, or by a close network of industry investors. The nature of the business allows these companies to grow profitably and scale out of cash flow. This ability diminishes the need for these companies to develop relationships with the financial community through much of their early existence. Consequently, there exists an information gap and a lack of understanding between many industry companies and the various financial constituencies. As a result, liquidity and growth capital opportunities are not as readily available to many direct selling companies as they would be to similarly-situated companies in other industries. We believe that our expertise, reputation, and relationships will ideally position us to bridge this gap.

Our Team will be the Industry’s Preferred Partner

The members of our management team, board of directors and extended sponsor team are well-known and highly-respected across the direct selling industry. Industry ownership groups and

C-suite

executives know us, our reputations and abilities and know that we understand their businesses and customers. As a result, we believe that we will be seen as the preferred sponsorship group by industry companies as compared to competing groups.

We Believe We Will Experience Little Competition for Target Companies

We believe that our relationships within, and knowledge of, the direct selling industry will provide us access to proprietary and first-look deal flow not available to other potential acquirors and/or special purpose acquisition companies. As previously mentioned, we believe that a disconnect exists between direct selling companies and the capital markets. The majority of direct selling companies are family-owned, or closely held, entities that may not typically consider the public markets without the guidance of a team such as ours.

Market Inefficiencies Exist Between Private and Public Direct Selling Company Valuations

Table of Contents

Due to the disconnect and lack of understanding between the capital markets and the direct selling industry, there is a lack of a consistent, competitive bid for many private industry participants. Private equity firms are hesitant to take minority positions in companies they do not fully understand, and, likewise, industry participants are hesitant to sell a control stake in their business to firms that do not understand how to operate them. Conversely, the publicly traded comparable companies within the industry have performed exceptionally well over the years. Over the twelve months ended June 30, 2021, the average stock appreciation amongst publicly traded direct selling industry companies with a market capitalization of more than $1 billion was 78%, as compared to 38.6% for the S&P 500 index. Over the course of the last five years these same stocks have appreciated 122.8% on average, as compared to 105% for the S&P 500. As of June 30, 2021, the average price/earnings ratio amongst these companies was 16.665x, after removing an outlier that artificially skews the figure higher. We believe that the lack of a competitive bid and/or similarly beneficial alternatives will allow us to effect our business combination at a desirable valuation.

The Companies Within Our Target Universe Possess Significant Growth Opportunities

While each company within our target universe possesses significant scale and is highly profitable, we believe that each has significant growth opportunities inherent to its business in one, or more, of the below categories. Due to the closely held ownership structure of many of these companies and their history of sustaining themselves on organic cashflow, often, despite their significant profitability, investments in growth opportunities are forgone to instead fund cash distributions to ownership. As such, we believe an infusion of growth capital in one or more of the following areas can have an immediate and substantial impact within the majority of our possible target companies.

•

International Expansion:

The United States is the largest direct selling market in the world with a market share of approximately 20%. However, there also are significant opportunities around the world, with more than 24 countries representing $1 billion plus direct selling markets. A properly executed international expansion program can be capital-intensive, but also provides a relatively quick return on investment. The industry’s worldwide $1 billion plus markets include:


Market	2020 Sales		Market	2020 Sales
United States	$	40.1	Italy	$	2.8
China	$	19.2	Canada	$	3.1
South Korea	$	17.7	India	$	3.0
Germany	$	17.9	Russia	$	2.1
Japan	$	15.4	Colombia	$	1.9
Brazil	$	8.2	Peru	$	1.9
Malaysia	$	6.9	Indonesia	$	1.6
Mexico	$	5.3	Philippines	$	1.4
France	$	5.1	Australia	$	1.2
Taiwan	$	4.4	Ecuador	$	0.9
United Kingdom	$	1.0	Argentina	$	1.4
Thailand	$	2.9	Poland	$	1.1

•

Technology Utilization:

Technology, and in particular mobile technology, continues to shift the way we work, shop, communicate and play on a daily basis. The playing field is ever-evolving and shifting providing all businesses and industries the opportunity to either grow or be left behind. Within the direct selling industry, as with many others, the

COVID-19

pandemic accelerated the adaption to, and implementation of, a wide variety of technologies. As a historically

face-to-face

business, many direct selling companies have otherwise been slow to adapt to some of the new technologies; however, the transition has proved to be remarkably effective. We believe the direct selling industry is evolving from a “work from home” model to a “work from phone” model, allowing industry sales forces to work and run their businesses from anywhere, anytime. As such, we believe that seamless mobile applications and features such as mobile sampling platforms are critical to the future success of industry participants. Our team has extensive experience in these areas and the ability to assist and guide target companies in each of the relevant aspects, including branding, social marketing and selling, as well as mobile applications that provide a seamless distributor and customer experience.

Table of Contents

•

Product Line Expansion:

The independent sales forces and customer bases of direct selling companies represent a captive, engaged audience numbering, in the case of the majority of our target universe, in the hundreds of thousands, if not millions. These companies serve as a compelling platform for the introduction of new products and new product categories to that captive audience. We believe a significant opportunity exists to introduce new products to the existing channel through the acquisition of existing DTC brands and/or proprietary intellectual property. Our team also possesses the expertise,

know-how

and relationships to expand a target’s current offerings through the development of additional products and/or product categories to supplement the target’s current offerings.

•

Data:

Our team possesses knowledge, expertise and experience in certain forms of data analysis utilizing data points and indicators that are specific to the direct selling industry and that we believe to be unique. These methods of analysis will be utilized in our target evaluation process and will assist in the identification of both positive and negative trends within a target company’s business. Additionally, we believe that these methods of analysis will be highly beneficial post-business combination in identifying opportunities to accelerate growth.

Sourcing and Evaluation of Business Combination Targets

Based on the extensive experience of our team, and our intimate knowledge of the direct selling space, we have developed a comprehensive list of criteria to guide us in the evaluation of potential target companies. Our team possesses the core competencies to understand and properly evaluate the key business drivers underlying direct selling businesses, as well as assess potential growth opportunities inherent to each individual business. We also possess proprietary tools and databases that, when combined with our experience and relationships, allow us to evaluate industry companies at a level and in a manner that we believe has never before been available. Below is a listing of some of the criteria our team will be focused on in the evaluation of potential targets.

1.)

Minimum five-year operating history

: We seek target companies that have established themselves as long-term growth companies. These companies possess proven staying power and distributor and customer loyalty.

Diversified, differentiated and consumable product offerings:

We seek target companies with diversified and proprietary product offerings. The majority of our target companies offer products in the health and wellness, nutrition, weight loss, skin care, personal care and beauty categories, where supplies must be replenished on a regular basis.

3.)

Product-driven and customer-focused

: We will target companies that are product-driven and customer-focused, as opposed to opportunity-driven and focused. We seek companies offering competitively priced products, with a clear value proposition and a high customer to distributor ratio.

4.)

Scale and profitability

: We are targeting companies with the scale and profitability necessary to perform at a high level in the public markets, which we define as having a minimum of $300 million in trailing twelve month (TTM) revenue and a minimum of $50 million in TTM EBITDA.

5.)

Digital focus and/or opportunity

: We seek companies with the either proven or evident ability to grow their business virtually, effective social selling tools or strategies or the clear path to their development and virtually demonstrable products.

6.)

Clear expansion and growth opportunities

: Target companies should present a clear path to growth in one or more of three key areas, including international expansion, product line expansion or through the utilization of additional technologies.

7.)

Desirable demographics

: We seek companies with a desirable demographic profile, or the clear ability to attract desirable demographics, including those in the

25-45

age bracket with a high millennial concentration.

8.)

Complementary to the skill set and abilities of our team

: We seek target companies where we believe the skills, experience and relationships of our team can provide synergistic value.

9.)

Attractive valuation

: Targets should be valued attractively relative to their existing financial metrics and potential for operational improvement and offer an attractive potential return for our stockholders.

Table of Contents

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, guidelines and criteria that our leadership team may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (the “SEC”). In evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, directors or advisors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

Members of our management team and sponsor group may directly or indirectly own our common stock and/or Private Placement Warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

We currently do not have any specific business combination under consideration. Although our officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with any business combination target. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

A number of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law. We expect that if an opportunity is presented to one of our officers or directors in his or her capacity as an officer or director of one of those other entities, such opportunity would be presented to such other entity and not to us. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

We may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination. We intend to effect a business combination with a company with an enterprise value significantly above the net proceeds of the Public Offering and the sale of the Private Placement Warrants. Depending on the size of the transaction or the number of public shares we become obligated to redeem, we may potentially utilize several additional financing sources, including but not limited to the issuance of additional securities to the sellers of a target business, debt issued by banks or other lenders or the owners of the target, a private placement to raise additional funds, or a combination of the foregoing. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient to meet our obligations or our working capital needs, we may need to obtain additional financing.

Table of Contents

Initial Business Combination

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent valuation or accounting firm with respect to the satisfaction of such criteria.

We anticipate structuring our initial business combination so that the post transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity securities of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We have filed a Registration Statement

on Form 8-A with

the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Redemption Rights for Holders of Public Shares Upon Consummation of Our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and any public shares that they hold in connection with the completion of our initial business combination.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our Charter: (a) conduct the redemptions pursuant to Rule

13e-4

and Regulation 14E under the Exchange Act, which regulate issuer tender offers; and (b) file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies.

Table of Contents

Resources and Competition

Our Charter provides that we will have only 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) to complete our initial business combination. If we are unable to complete our initial business combination within such

15-month

period (or

18-month

period if we extend the time to complete a business combination), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Facilities

We currently utilize office space at 5800 Democracy Drive, Plano, Texas 75024 from our sponsor and the members of our management team. We consider our current office space adequate for our current operations.

Employees

We currently have three executive officers: Dave Wentz, Mike Lohner and Wayne Moorehead. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Available Information

We are required to file Annual Reports on Form

10-K

and Quarterly Reports on Form

10-Q

with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Report on Form

8-K.

The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s internet website is located at

http://www.sec.gov

. In addition, the Company will provide copies of these documents without charge upon request from us in writing at 5800 Democracy Drive, Plano, Texas 75024 or by telephone at (214)

380-6020.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations

Table of Contents

regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a

non-binding

advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by

non-affiliates

exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in

non-convertible

debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by

non-affiliates

is equal to or exceeds $250 million as of the prior June 30th and (2) our annual revenues were equal to or exceeded $100 million during such completed fiscal year and the market value of our common stock held by

non-affiliates

is equal to or exceeds $700 million as of the prior June 30th.

ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form

10-K

and the prospectus associated with our Public Offering, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

We may choose not to hold a stockholder vote to approve our initial business combination if the business combination would not require stockholder approval under applicable law or stock exchange listing requirements. Except as required by applicable law or stock exchange listing requirements, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Even if we seek stockholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if a majority of our public stockholders do not approve of the business combination we complete.

Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

Since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

Table of Contents

Our initial stockholders own 20% of our outstanding common stock. Our initial stockholders and management team also may from time to time purchase shares of Class A common stock prior to our initial business combination. Our Charter provides that, if we seek stockholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the Founder Shares. As a result, in addition to our initial stockholders’ Founder Shares, we could need as little as 1,552,500, or 6.25%, of our public shares sold in the Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B common stock results in the issuance of shares of Class A common stock on a greater than

one-to-one

basis upon conversion of the shares of Class B common stock at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

Table of Contents

If our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus

(COVID-19)

outbreak and the status of debt and equity markets.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease

(COVID-19)

a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to

COVID-19,

and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The

COVID-19

outbreak has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to

COVID-19

continue to restrict travel, limit the ability to have meetings with potential investors or the target business’s personnel or make vendors and services providers unavailable to negotiate and consummate a transaction in a timely manner. The extent to which

COVID-19

impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of

COVID-19,

any potential resurgences of

COVID-19

and the actions to contain

COVID-19

or treat its impact, including the application and distribution in certain countries of currently available and approved vaccines, among others. If the disruptions posed by

COVID-19

or other matters of global concern continue for an extended period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing, which may be impacted by

COVID-19

and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Finally, the outbreak of

COVID-19

may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

Table of Contents

We may not be able to complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able to find a suitable target business and complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination). Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of

COVID-19

continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of

COVID-19

may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period or during any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our Charter (an “Extension Period”), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material

non-public

information), our initial stockholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, initial stockholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination, (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. We expect any

Table of Contents

such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy materials or tender offer documents, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of the Public Offering and the sale of the Private Placement Warrants and filed a Current Report on Form

8-K,

including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units were immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act ), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Public Offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce our stockholders influence over our ability to complete our initial business combination and stockholders could suffer a material loss on your investment in us if you sell Excess Shares in open-market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, our stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their shares in open-market transactions, potentially at a loss.

Table of Contents

We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a stockholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will expire worthless.

If the net proceeds of the Public Offering not being held in the Trust Account are insufficient to allow us to operate for 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

Of the net proceeds of the Public Offering, only $1,900,000 was initially available to us outside of the Trust Account to fund our working capital requirements. We believe that funds available to us outside of the Trust Account will be sufficient to allow us to operate for at least 18 months following the closing of the Public Offering; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a

“no-shop”

provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. Our sponsor has loaned us approximately $652,543 as of March 15, 2021.

Table of Contents

Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the

per-share

redemption amount received by stockholders may be less than $10.20 per share.

The funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. The underwriters of the Public Offering as well as our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the

per-share

redemption amount received by public stockholders could be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement relating to the Public Offering, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor did it apply to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Table of Contents

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust account available for distribution to our public stockholders may be reduced below $10.20 per share.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

per-share

amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the

per-share

amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities,

each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

•

registration as an investment company;

Table of Contents

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Trust Account is a holding place for funds pending the earliest to occur of either(i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination); and (iii) absent an initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

business combination activity, our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will expire worthless.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the Delaware General Corporation Law (“DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months

Table of Contents

from the closing of the Public Offering if we extend the time to complete a business combination) may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a

60-day

notice period during which any third-party claims can be brought against the corporation, a

90-day

period during which the corporation may reject any claims brought, and an additional

150-day

waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 15th month from the closing of the Public Offering (or the 18th month from the closing of the Public Offering if we extend the time to complete a business combination) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we will not comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.

In accordance with NYSE’s corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our Charter prohibits us from effectuating a business combination with

Table of Contents

another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will expire worthless.

We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view.

Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Table of Contents

We may choose to issue any notes or other debt securities, or to otherwise incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

•

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

•

our inability to pay dividends on our Class A common stock;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the proceeds of the Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

The net proceeds from the Public Offering and sale of the Private Placement Warrants provided us with $226,550,000 that we may use to complete our initial business combination (after taking into account $8,050,000 of deferred underwriting commissions being held in the Trust Account).

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

•

solely dependent upon the performance of a single business, property or asset; or

Table of Contents

•

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the Public Offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event that we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and information regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

Table of Contents

We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders or warrant holders do not agree.

Our Charter does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, executive officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our Charter or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.

In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our Charter requires the approval of holders of 65% of our common stock, and amending our warrant agreement requires a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private

Table of Contents

Placement Warrants, 50% of the number of the then outstanding Private Placement Warrants. In addition, our Charter requires us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through the registration statement relating to the Public Offering, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our Charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our Charter that relate to our

pre-business

combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our Charter to facilitate the completion of an initial business combination that some of our stockholders may not support.

Our Charter provides that any of its provisions related to

pre-

business combination activity (including the requirement to deposit proceeds of the Public Offering and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our Charter may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders, who collectively beneficially own 20% of our common stock, may participate in any vote to amend our Charter and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Charter which govern our

pre-business

combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our Charter.

Our sponsor, executive officers, directors and director nominees have agreed, pursuant to written agreements with us, that they will not propose any amendment to our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

Certain agreements related to the Public Offering may be amended without stockholder approval.

Each of the agreements related to the Public Offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without stockholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial stockholders, sponsor, officers and directors; the registration rights agreement among us and our initial stockholders; the Private Placement Warrants purchase agreement between us and our sponsor; and the administrative services agreement among us, our sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public stockholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain

lock-up

provisions with respect to the Founder Shares, Private Placement Warrants and other securities held by our initial stockholders,

Table of Contents

sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the

lock-up

provision discussed above may result in our initial stockholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

We are targeting businesses with enterprise values that are greater than we could acquire with the net proceeds of the Public Offering and the sale of the Private Placement Warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption by public stockholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination.

Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

Our initial stockholders own 20% of our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that our stockholders do not support, including amendments to our Charter. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting of stockholders, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. In addition, prior to the completion of an initial business combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination.

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

Table of Contents

The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form

10-K

for the year ending December 31, 2022. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could result in our inability to find a target or to consummate an initial business combination.

In recent years, the number of special purpose acquisition companies has increased substantially. A number of potential targets for special purpose acquisition companies have already been acquired, and there are still many special purpose acquisition companies pursuing an initial business combination or preparing for their initial public offering. As a result, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for targets may increase and, as a result, the terms of business combination transactions with available targets could become less favorable to us. Attractive transactions could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to us.

Our management team and our sponsor may make a profit on any initial business combination, even if any public stockholders who did not redeem their shares would experience a loss on that business combination. As a result, the economic interests of our management team and our sponsor may not fully align with the economic interests of public stockholders.

Like most SPACs, our structure may not fully align the economic interests of our sponsor and those persons, including our officers and directors, who have interests in our sponsor with the economic interests of our public stockholders. Upon the closing of the Public Offering, our sponsor invested an aggregate of $11,725,000, comprised of the $25,000 purchase price for the Founder Shares and the $11,700,000 purchase price for the Private Placement

Table of Contents

Warrants. Assuming a trading price of $10.00 per share upon consummation of our initial business combination, the 5,750,000 Founder Shares would have an aggregate implied value of $50,750,000. Even if the trading price of our Class A common stock was as low as $2.04, and the Private Placement Warrants were worthless, the value of the Founder Shares would be equal to the sponsor’s initial investment in us. As a result, so long as we complete an initial business combination, our sponsor is likely to be able to recoup its investment in us and make a substantial profit on that investment, even if our public shares lose significant value.

Accordingly, our sponsor and members of our management team who own interests in our sponsor may have incentives to pursue and consummate an initial business combination quickly, with a risky or not well established target business, and/or on transaction terms favorable to the equity holders of the target business, rather than continue to seek a more favorable business combination transaction that could result in an improved outcome for our public stockholders or liquidate and return all of the cash in the trust to the public stockholders. For the foregoing reasons, you should consider our sponsor’s and management team’s financial incentive to complete an initial business combination when evaluating whether to purchase our public shares and/or redeem your public shares prior to or in connection with an initial business combination.

Risks Relating to the Post-Business Combination Company

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or

write-off

assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

non-cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

pre-existing

debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public stockholders, and our warrants will expire worthless.

Table of Contents

Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Delaware law.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.

Table of Contents

The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of Class A common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding Class A common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

Unanticipated changes in our effective tax rate or challenges by tax authorities could harm our future results.

We are subject to income taxes in the United States and may become subject to various

non-U.S.

jurisdictions as well. Our effective tax rate could be adversely affected by changes in the allocation of our

pre-tax

earnings and losses among countries with differing statutory tax rates, in certain

non-deductible

expenses as a result of acquisitions, in the valuation of our deferred tax assets and liabilities, or in federal, state, local or

non-U.S.

tax laws and accounting principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. Increases in our effective tax rate would adversely affect our operating results. In addition, we may be subject to income tax audits by various tax jurisdictions throughout the world. The application of tax laws in such jurisdictions may be subject to diverging and sometimes conflicting interpretations by tax authorities in these jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material impact on the results of operations for that period.

Our initial business combination and our structure thereafter may not be

tax-efficient

to our stockholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

Although we will attempt to structure our initial business combination in a

tax-efficient

manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite stockholder approval, we may structure our business combination in a manner that requires stockholders and/or warrant holders to recognize gain or income for tax purposes, effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to stockholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a stockholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, stockholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

Table of Contents

In addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and

non-U.S.

taxing authorities. This additional complexity and risk could have an adverse effect on our

after-tax

profitability and financial condition.

Risks Relating to our Management Team

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers, directors and advisors to the fullest extent permitted by law. However, our officers, directors and advisors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management team’s or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or is likely to, generate going forward.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. A number of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may

Table of Contents

have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination because our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and as we believe there are a number of potential opportunities within the industries and geographies of our primary focus.

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or

key-man

insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.

Table of Contents

In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Our sponsor, executive officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire after the Public Offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On June 7, 2021, our sponsor paid an aggregate of $25,000 to purchase 5,750,000 Founder Shares, or approximately $0.004 per share. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Public Offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Public Offering. The Founder Shares will be worthless if we do not complete an initial business combination. In addition, our sponsor purchased an aggregate of 11,700,000 Private Placement Warrants, each exercisable for one share of Class A common stock at $11.50 per share, for an aggregate purchase price of $11,700,000, or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the date that is 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) nears, which is the deadline for our completion of an initial business combination.

Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. As a result, certain of those persons may have been, may be or may become involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are or may be in the future be affiliated. The defense of these matters could be time-consuming and could divert our management’s attention, which could have an adverse effect on us and impede our ability to consummate an initial business combination.

During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. As a result of their involvement and positions in these companies, certain of those persons may have been, may now be, or may in the future become involved in litigation, investigations or other proceedings relating to the business affairs of such companies, transactions entered into by such companies or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of the members of both our management team and our board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

Risks Relating to our Securities

Table of Contents

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or during any Extension Period or with respect to any other material provisions relating to stockholders’ rights or

pre-initial

business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), subject to applicable law and as further described herein. In addition, if our plan to redeem our public shares if we are unable to complete an initial business combination within 15 months from the closing of the Public Offering is not completed for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, public stockholders may be forced to wait beyond 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) before they receive funds from our Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

The NYSE may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our units are listed on the NYSE. Our Class A common stock and warrants are separately trading on the NYSE. Although following the Public Offering, we meet, on a pro forma basis, the minimum initial listing standards set forth in the NYSE listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, following our Public Offering, we must maintain a minimum amount of stockholders’ equity (generally $2,500,000) and a minimum number of holders of our securities (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our stockholders’ equity would generally be required to be at least $5.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an

over-the-counter

market. If this were to occur, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

decreased ability to issue additional securities or obtain additional financing in the future.

Table of Contents

The 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 Class A common stock and warrants were listed on the NYSE, our units, Class A common stock and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

The securities in which we invest the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the

per-share

redemption amount received by stockholders may be less than $10.20 per share.

The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations. While short-term U.S. treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may use to pay our taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public stockholders are entitled to receive their

pro-rata

share of the proceeds then held in the Trust Account, plus any interest income (less up to $100,000 of interest to pay dissolution expenses). If the balance of the Trust Account is reduced below $234,600,000 as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.20 per share.

Holders of our Class A common stock will not be entitled to vote on any appointment of directors prior to our initial business combination.

Prior to our initial business combination, only holders of our Founder Shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination.

You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the shares of Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our shares of Class A common stock (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the shares of Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

Table of Contents

We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use commercially reasonable efforts to file with the SEC a registration statement covering the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the shares of Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus related to the Public Offering, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the shares of Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption from registration.

In no event will warrants be exercisable for cash or on a cashless basis, and we are not obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

If our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act. In the event we so elect, we are not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of shares of Class A common stock upon a cashless exercise of the warrants they hold than upon a cash exercise.

In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. There may be a circumstance in which an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in the Public Offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the shares of Class A common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and

Table of Contents

sell the underlying shares of Class A common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

The grant of registration rights to our initial stockholders and holders of our Private Placement Warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our shares of Class A common stock.

Our initial stockholders and their permitted transferees can demand that we register the shares of Class A common stock into which Founder Shares are convertible, holders of our Private Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the Founder Shares and the Private Placement Warrants and the Class A common stock issuable upon exercise of such Private Placement Warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the shares of common stock owned by our initial stockholders, holders of our Private Placement Warrants or holders of our working capital loans or their respective permitted transferees are registered.

We may issue additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Founder Shares at a ratio greater than

one-to-one

at the time of our initial business combination as a result of the anti-dilution provisions contained in our Charter. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our Charter authorized the issuance of up to 380,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after the Public Offering, there were 177,000,000 and 14,250,000 authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not the shares of Class A common stock issuable upon conversion of the Class B common stock. The Class B common stock is automatically convertible into Class A common stock concurrently with or immediately following the consummation of our initial business combination, initially at a

one-for-one

ratio but subject to adjustment as set forth herein and in our Charter. Immediately after the Public Offering, there were no shares of preferred stock issued and outstanding.

We may issue a substantial number of additional shares of Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than

one-to-one

at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our Charter provides, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our Charter to (x) extend the time we have to consummate a business combination beyond 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or (y) amend the foregoing provisions. These provisions of our Charter, like all provisions of our Charter, may be amended with a stockholder vote. The issuance of additional shares of common stock or shares of preferred stock:

•

may significantly dilute the equity interest of investors in the Public Offering;

Table of Contents

•

may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;

•

could cause a change in control if a substantial number of shares of Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

•

may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

Unlike some other similarly structured special purpose acquisition companies, our initial stockholders will receive additional shares of Class A common stock if we issue certain shares to consummate an initial business combination.

The Founder Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted

basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to our sponsor, executive officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than

one-for-one

basis. This is different than some other similarly structured special purpose acquisition companies in which the initial stockholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Table of Contents

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This

choice-of-forum

provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

Our warrants and Founder Shares may have an adverse effect on the market price of our shares of Class A common stock and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 11,500,000 shares of our Class A common stock, as part of the units offered in the Public Offering and, simultaneously with the closing of the Public Offering, we issued in a private placement an aggregate of 11,700,000 Private Placement Warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share. Our initial stockholders currently own an aggregate of 5,750,000 Founder Shares. The Founder Shares are convertible into shares of Class A common stock on a

one-for-one

basis, subject to adjustment as set forth in the prospectus relating to the Public Offering. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors make any working capital loans, such lender may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per warrant.

To the extent we issue shares of Class A common stock for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business.

Table of Contents

Such warrants, when exercised, will increase the number of issued and outstanding shares of Class A common stock and reduce the value of the Class A common stock issued to complete the business combination. Therefore, our warrants and Founder Shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

You will not be permitted to exercise your warrants unless we register and qualify the underlying Class A common stock or certain exemptions are available.

If the issuance of the Class A common stock upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A common stock included in the units.

We are not registering the Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A common stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus related to the Public Offering, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

If our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.

In connection with our initial business combination, we may issue shares to investors in private placement transactions

(so-called

PIPE transactions) at a price of $10.00 per share or which approximates the

per-share

amounts in our Trust Account at such time, which is generally approximately $10.00. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

Table of Contents

Our warrants are accounted for as a warrant liability and were recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A common stock or may make it more difficult for us to consummate an initial business combination.

In connection with the Public Offering and the concurrent private placement of warrants, we issued an aggregate of 23,200,000 warrants (comprised of the 11,500,000 warrants included in the units and the 11,700,000 Private Placement Warrants). We currently account for these as a warrant liability and will record at fair value upon issuance any changes in fair value each period reported in earnings as determined by us based upon a valuation report obtained from an independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common stock. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

An investment in our public shares may result in uncertain or adverse United States federal income tax consequences.

An investment in our public shares may result in uncertain United States federal income tax consequences. For instance, it is unclear whether the redemption rights with respect to our shares of Class A common stock suspend the running of a United States holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of shares of Class A common stock is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for United States federal income tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

The nominal purchase price paid by our sponsor for the Founder Shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.

We offered our units at an offering price of $10.00 per unit and the amount in our Trust Account is $10.20 per public share, implying an initial value of $10.20 per public share. However, prior to the Public Offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.004 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the Founder Shares are converted into public shares. For example, the following table shows the dilutive effect of the Founder Shares on the implied value of the public shares upon the consummation of our initial business combination, assuming that our equity value at that time is $226,550,000, which is the amount we would have for our initial business combination in the Trust Account after payment of $8,050,000 of deferred underwriting commissions, no interest is earned on the funds held in the Trust Account, and no public shares are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our public and Private Placement Warrants. At such valuation, each of our shares of common stock would have an implied value of $7.88 per share upon consummation of our initial business combination, which would be a 22.75% decrease as compared to the initial implied value per public share of $10.20 (the price per unit in the Public Offering, assuming no value to the public warrants).


Public shares			23,000,000
Founder shares			5,750,000

Total shares			28,750,000

Table of Contents


Total funds in trust available for initial business combination (less deferred underwriting commissions)	$	226,550,000
Initial implied value per public share	$	10.20
Implied value per share upon consummation of initial business combination	$	7.88

The value of the Founder Shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.20 per share.

Our sponsor invested in us an aggregate of $11,725,000, comprised of the $25,000 purchase price for the Founder Shares and the $11,700,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation of our initial business combination, the 5,750,000 Founder Shares would have an aggregate implied value of $57,500,000. Even if the trading price of our common stock was as low as approximately $2.04 per share, and the Private Placement Warrants were worthless, the value of the Founder Shares would be equal to the sponsor’s initial investment in us. As a result, our sponsor is likely to be able to recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, our management team, which owns interests in our sponsor, may have an economic incentive that differs from that of the public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public stockholders, even if that business combination were with a riskier or less-established target business. For the foregoing reasons, you should consider our management team’s financial incentive to complete an initial business combination when evaluating whether to redeem your shares prior to or in connection with the initial business combination.

General Risk Factors

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a blank check company incorporated under the laws of the State of Delaware with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by

non-affiliates

exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Table of Contents

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation

S-K.

non-affiliates

exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by

non-affiliates

exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Provisions in our Charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our shares of Class A common stock and could entrench management.

Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred stock, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our Charter requires, to the fullest extent permitted by law, that (i) derivative actions brought on our behalf, (ii) actions asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) actions asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Charter or bylaws or (iv) actions asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, which may have the effect of discouraging lawsuits against our directors, officers or other employees.

Our Charter requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Charter or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other

Table of Contents

claim for which the federal district courts of the United States of America have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Charter. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Public Offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred commissions that will be released from the Trust Account only on a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the Public Offering, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Public Offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of the prospectus related to the Public Offering, unless such payment would not be deemed underwriters’ compensation in connection with the Public Offering. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Table of Contents

ITEM 2. PROPERTIES

Our executive offices are located at 5800 Democracy Drive, Plano, Texas 75024. We consider our current office space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

As of December 31, 2021, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our units, Class A common stock and warrants are listed on the NYSE under the symbols “DSAQ.U,” “DSAQ” and “DSAQ.WS,” respectively.

Holders

As of March 21, 2022, there was one holder of record of our units, one holder of record of our Class A common stock, one holder of record of our Class B common stock and two holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A common stock and warrants are held of record by banks, brokers and other financial institutions.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

Unregistered Sales

The sales of the Founder Shares and Private Placement Warrants to our sponsor and our initial stockholders were deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

Use of Proceeds

On September 23, 2021, our registration statement on Form

S-l

(File

No. 333-258997)

was declared effective by the SEC, and on September 28, 2021 we consummated our initial public offering of 23,000,000 units, including the issuance of 3,000,000 units as a result of the underwriters’ full exercise of their over-allotment option, at an offering price to the public of $10.00 per unit for an aggregate offering price of $230,000,000. Each unit consisting of one share of Class A common stock and

one-half

of one Warrant. Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share.

A total of $234,600,000, comprised of $225,860,000 of the proceeds from the Public Offering (which amount includes the deferred underwriting fee of $8,050,000) and $8,740,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. In addition, the underwriters agreed to defer approximately $8,050,000 in underwriting discounts, which amount will be payable when and if a business combination is consummated. No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. There has been no material change in the planned use of proceeds from the Public Offering as described in our final prospectus dated September 23, 2021, which was filed with the SEC.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form

10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form

10-K.

Table of Contents

Overview

We are a blank check company formed under the laws of the State of Delaware on March 9, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash from the proceeds of the Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Liquidity and Capital Resources

As of December 31, 2021, we had $1,041,948 in cash and working capital of $1,657,797.

In order to finance transaction costs in connection with an intended initial business combination, our sponsor agreed to provide the Company with loans in such amounts as may be required by the Company to fund the Company’s working capital requirements up to an aggregate of $1,500,000. In addition, in order to finance transaction costs in connection with a business combination, our sponsor or an affiliate of our sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans. As of December 31, 2021, there were no amounts outstanding under any working capital loans.

Risks and Uncertainties

Management is currently evaluating the impact of

the COVID-19 pandemic

and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

As of December 31, 2021, we had not commenced any operations. All activity for the period from March 9, 2021 (inception) through December 31, 2021 relates to our formation and the Public Offering, and, since the closing of the Public Offering, a search for a business combination candidate. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our initial business combination, at the earliest.

We will generate non-operating income in the

form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from March 9, 2021 (inception) to December 31, 2021, we had net income of $5,167,792, which consisted of formation and operating costs amounting to $376,682 and $505,566 of offering expenses related to warrants offset by bank interest income amounting to $22 interest income earned on cash held in Trust Account amounting to $18,018 and change in fair value of warrant liability of $6,032,000.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Administrative Services Agreement

Commencing on the date that our securities were first listed on the NYSE, we agreed to pay our sponsor $10,000 per month for office space, utilities and secretarial and administrative support services. Upon the earlier of the completion of the initial business combination or our liquidation, we will cease paying such monthly fees. At December 31, 2021, $30,667 was incurred for the administrative service fee.

Table of Contents

Registration Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $8,050,000 of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

Class A Common Stock Subject to Possible Redemption

We account for shares of Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Net Loss Per Share of Common Stock

Table of Contents

The Company has two classes of stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 23,000,000 potential shares of common stock for which outstanding warrants to purchase the Company’s shares are exercisable were excluded from diluted earnings per share for the period March 9, 2021 (inception) through December 31, 2021, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods.

Our statement of operations applies

the two-class method

in calculating net loss per share. Basic and diluted net loss per share of common stock for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company minus any deemed dividends by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock.

Warrant Liability

We evaluated the public warrants and Private Placement Warrants issued in the Public Offering in accordance with ASC

815-40,

“Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the public warrants and Private Placement Warrants from being accounted for as components of equity. As the public warrants and Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, they will be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change.

Uncertainty arises in the underlying assumptions we use to value the Private Placement Warrants and significant estimates are required for each underlying assumption. A 10% increase in the valuation per share of our Private Placement Warrants would result in a $585,000 increase in the warrant liability and a $585,000 decrease in net income. A 10% decrease in the valuation per share of our Private Placement Warrants would result in a $585,000 decrease in the warrant liability and a $585,000 increase in net income.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” we are not required to provide the information called for by this Item.

Table of Contents

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

DIRECT SELLING ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Table of Contents


	Page No.
Report of the Independent Registered Public Accounting Firm (PCAOB ID Number 248)		F-1
Financial Statements:
Balance Sheet as of December 31, 2021		F-2
Statements of Operations for the period from March 9, 2021 (inception) through December 31, 2021		F-3
Statement of Changes in Stockholder’s Equity for the period from March 9, 2021 (inception) through December 31, 2021		F-4
Statement of Cash Flows for the period from March 9, 2021 (inception) through December 31, 2021		F-5
Notes to Financial Statements		F-6

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Direct Selling Acquisition Corp.

Opinion on the financial statements

We have audited the accompanying balance sheet of Direct Selling Acquisition Corp. (a Delaware corporation) (the “Company”) as of December 31, 2021, the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from March 9, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from March 9, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2021.

Cincinnati, Ohio

March

, 2022

F-1

Table of Contents

DIRECT SELLING ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2021


Assets:
Cash	$	1,041,948
Prepaid expenses		713,140

Total current assets		1,755,088
Investments held in Trust Account		234,618,018

Total assets	$	236,373,106

Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Franchise taxes payable	$	60,274
Due to related party		667
Accrued offering costs and expenses		36,350

Total current liabilities		97,291
Warrant liability		11,600,000
Deferred underwriters’ discount		8,050,000

Total liabilities		19,747,291

Commitments and Contingencies (Note 7)
Redeemable Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20		234,600,000
Stockholders’ Deficit:
Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to redemption)		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Accumulated deficit		(17,974,760	)

Total Stockholders’ Deficit		(17,974,185	)

Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	236,373,106

The accompanying notes are an integral part of the financial statements.

F-2

Table of Contents

DIRECT SELLING ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM MARCH 9, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021


Formation and operating costs	$	376,682

Loss from operations		(376,682	)

Other income (loss)
Offering costs associated with warrants		(505,566	)
Bank interest income		22
Interest on Trust investments		18,018
Change in fair value of warrant liability		6,032,000

Total other income		5,544,474

Net income	$	5,167,792

Weighted average shares outstanding of Class A common stock		23,000,000

Basic and diluted net loss per share, Class A common stock	$	(0.72	)

Weighted average shares outstanding of Class B common stock		5,750,000

Basic and diluted net loss per share, Class B common stock	$	(0.72	)

The accompanying notes are an integral part of the financial statements.

F-3

Table of Contents

DIRECT SELLING ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM MARCH 9, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021


	Class B common stock				Additional			Accumulated			Total Stockholders’
	Shares		Amount		Paid-in Capital			Deficit			Deficit
Balance as of March 9, 2021 (inception)		—	$	—	$	—		$	—		$	—
Class B common stock issued to founders		5,750,000		575		24,425			—			25,000
Sale of 11,700,000 Private Placement Warrants		—		—		11,700,000			—			11,700,000
Deemed dividend to Class A stockholders to provide for the additional $0.20 of funding to the Trust Account		—		—		—			(4,600,000	)		(4,600,000	)
Initial classification of warrant liability - Private Placement Warrants		—		—		(8,892,000	)		—			(8,892,000	)
Deemed dividend to Class A stockholders to state the Trust Account at redemption value		—		—		(2,832,425	)		(18,542,552	)		(21,374,977	)
Net income		—		—		—			5,167,792			5,167,792

Balance as of December 31, 2021		5,750,000	$	575		—		$	(17,974,760	)	$	(17,974,185	)

The accompanying notes are an integral part of the financial statements.

F-4

Table of Contents

DIRECT SELLING ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 9, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021


Cash flows from operating activities:
Net income	$	5,167,792
Adjustments to reconcile net income to net cash used in operating activities:
Offering costs allocated to warrants		505,566
Change in fair value of warrant liability		(6,032,000	)
Interest earned on investments held in Trust Account		(18,018	)
Changes in current assets and liabilities:
Prepaid assets		(713,140	)
Taxes payable		60,274
Due to related party		667
Accrued offering costs and expenses		36,350

Net cash used in operating activities		(992,509	)

Cash flows from investing activities:
Principal deposited in Trust Account		(234,600,000	)

Net cash used in investing activities		(234,600,000	)

Cash flows from financing activities:
Proceeds from private placement warrants		25,000
Proceeds from initial public offering, net of costs		225,400,000
Proceed from private placement		11,700,000
Payment of deferred offering costs		(490,543	)
Proceeds from issuance of promissory note to related party		110,000
Repayment of promissory note to related party		(110,000	)

Net cash provided by financing activities		236,634,457

Net change in cash		1,041,948
Cash, beginning of the period		—

Cash, end of the period	$	1,041,948

Supplemental disclosure of non-cash financing activities:
Deferred underwriting commissions payable charged to additional paid in capital	$	8,050,000

Deemed dividend to Class A stockholders	$	25,974,977

The accompanying notes are an integral part of the financial statements.

F-5

Table of Contents

DIRECT SELLING ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

Note 1— Organization, Business Operations

Direct Selling Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on March 9, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry.

As of December 31 2021, the Company had not commenced operations. All activity for the period from March 9, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”). The Company will not generate operating revenues until after the completion of its initial Business Combination, at the earliest. The Company

will generate non-operating income in

the form of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on September 23, 2021 (the “Effective Date”). On September 28, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common

Stock”), and one-half of one

redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 which is discussed in Note 3.

Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 11,700,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000. The Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights.

underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended.

A total of $234,600,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”).

The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Public Offering, $10.20 per Unit sold in the Public Offering, including the proceeds of the sale of the Private Placement Warrants, is held in a Trust Account and invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions

under Rule 2a-7 under the

Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share)), subject to applicable law, and (iii) the redemption of the public shares properly

F-6

Table of Contents

submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (“Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination by depositing into the Trust Account for a three month extension $2,300,000 ($0.10 per share)) or with respect to any other material provisions relating to stockholders’

rights or pre-initial Business Combination

activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination

at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein.

The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company will have only 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share) or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter) (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,

at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period.

The initial stockholders, Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’

rights or pre-initial Business Combination

activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete its initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

F-7

Table of Contents

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor did it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Risks and Uncertainties

Management is continuing to evaluate the impact

of the COVID-19 pandemic on

the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources

As of December 31, 2021, the Company had approximately $1 million in its operating bank account, and working capital of approximately $1.7 million.

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

The Company will have only 15 months from the closing of the Public Offering (December 28, 2022) (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share)) or any extended period of time that the Company may have to consummate an initial Business Combination.

F-8

Table of Contents

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,041,948 in cash and did not have any cash equivalents as of December 31, 2021.

Investments Held in Trust Account

As of December 31, 2021, the Company had $234.6 million in investments held in the Trust Account upon closing of the Public Offering including the proceeds of the sale of the Private Placement Warrants.

Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities

as held-to-maturity in

accordance with FASB ASC Topic 320 “Investments—Debt and Equity

Securities.” Held-to-maturity securities

are those securities which the Company has the ability and intent to hold until

maturity. Held-to-maturity treasury

securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value

of held-to-maturity securities

below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent

to year-end, forecasted

performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the

related held-to-maturity security

as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest earned on trust investments” line item in the statements of operations. Interest income is recognized when earned.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

F-9

Table of Contents

Deferred Offering Costs

Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the Public Offering. Deferred offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Public Offering, offering costs associated with the Public Warrants and Private Placement Warrants were expensed. Offering costs associated with the Class A common stock were charged to the carrying value of the Redeemable Class A Common Stock. Accordingly, on December 31, 2021, offering costs totaling $13,140,543 (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $490,543 of other offering costs) were recognized, $505,566 of which was allocated to the Public Warrants and Private Placement Warrants and immediately expensed and $12,634,977 was allocated to Redeemable Class A common stock, reducing the carrying amount of such shares reported in temporary equity.

Class A Common Stock Subject to Possible Redemption

As discussed in Note 3, all of the 23,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, on September 28, 2021, 23,000,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.20 per share) at the end of each reporting period. Such changes are reflected

in additional paid-in capital, or

in the absence of additional capital, in accumulated deficit. On September 28, 2021, the Company recorded an adjustment of $21,374,977 to present the redeemable Class A common stock at redemption value.

Net Loss Per Share of Common Stock

The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock using the two class method. The 23,200,000 shares of potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share of common stock for the period from March 9, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock:


	For the period from March 9, 2021 (inception) through December 31, 2021
	Class A			Class B
Basic and diluted net income per share of common stock:
Numerator:
Allocation of net income	$	4,134,234		$	1,033,558
Deemed dividends		(20,779,982	)		(5,194,995	)
Allocation of net loss and deemed dividends	$	(16,645,748	)	$	(4,161,437	)
Denominator:
Weighted-average shares outstanding		23,000,000			5,750,000
Basic and diluted net loss per share of common stock	$	(0.72	)	$	(0.72	)

F-10

Table of Contents

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. As of December 31, 2021, the Company reported warrants issued at the consummation of its Public Offering at their fair value.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level l measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

F-11

Table of Contents

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrants

The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be

re-measured

at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. On December 31, 2021, the Company recognized a warrant liability of $11,600,000 to present the Public Warrants and Private Placement Warrants at fair value. The fair value of the warrant liability was estimated using a binomial pricing option model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Derivative warrant liabilities are classified as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets. Such warrant classification is also subject to

re-evaluation

at each reporting period.

Income Taxes

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes was deemed to be immaterial for the period from March 9, 2021 (inception) through December 31, 2021.

F-12

Table of Contents

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’ Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU

2020-06

on December 31, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note 3 — Initial Public Offering Units

On September 28, 2021, Company consummated its Public Offering of 23,000,000 Units. Each Unit consists of one Class A common stock of the Company, par value $0.0001 per share, and

one-half

of one redeemable warrant of the Company, each whole Public Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $230,000,000.

All of the 23,000,000 Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in

ASC 480-10-S99, redemption

provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in

ASC 480-10-S99. If

it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against

additional paid-in capital

and accumulated deficit.

As of December 31, 2021, the common stock reflected on the balance sheet is reconciled in the following table:


Gross proceeds from Public Offering	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(8,740,000	)
Common stock issuance costs		(12,634,977	)

Plus:
Accretion of carrying value to redemption value		25,974,977

Contingently redeemable common stock	$	234,600,000

F-13

Table of Contents

Public Warrants

Each whole Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Public Warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Public Warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Public Warrants for Cash

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $

0.01

per warrant;

F-14

Table of Contents

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

within a 30-trading day period

ending three trading days before the Company sends the notice of redemption to the warrant holders).

The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Company, they may exercise their redemption right even if they are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Note 4 — Private Placement

Simultaneously with the closing of the Public Offering, the Company’s Sponsor has purchased an aggregate of 11,700,000 Private Placement Warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $11,700,000 in the aggregate. The Private Placement Warrants are identical to the warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Note 5 — Related Party Transactions

Founder Shares

On June 7, 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 5,750,000 shares of the Company’s Class B common stock (the “founder shares”). The number of founder shares outstanding was determined based on the expectation that the total size of the Public Offering would be a maximum of 23,000,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the Public Offering.

The initial stockholders, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; or (2) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares (the

“Lock-up”).

Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the

Lock-up.

Promissory Note — Related Party

The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans were

non-interest

bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Public Offering. At December 31, 2021, no amount was due on the promissory note.

Working Capital Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a

F-15

Table of Contents

portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At December 31, 2021, no such Working Capital Loans were outstanding.

Administrative Service Fee

The Company has entered into an administrative services agreement on the effective date of the registration statement for the Public Offering pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred and accrued $30,667 and $667 administrative service fee, respectively.

Note 6 — Recurring Fair Value Measurements

Investment Held in Trust Account

As of December 31, 2021, the investments in the Company’s Trust Account consisted of $898 in cash and $234,617,120 in U.S. Treasury securities. All of the U.S. Treasury securities will mature on March 31, 2022. The Company classifies its United States Treasury securities as

held-to-maturity

in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.”

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity (Level 1). The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows:


	Amortized Cost and Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of December 31, 2021
Cash	$	898	$	—	$	—		$	898
U.S. Treasury Securities		234,617,120		—		(9,623	)		234,607,497

	$	234,618,018	$	—	$	(9,623	)	$	234,608,395

Warrants

At December 31, 2021, the Company’s warrant liability was valued at $11,600,000. Under the guidance in ASC

815-40

the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to

re-measurement

at each balance sheet date. With each

re-measurement,

the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

On November 12, 2021, the Company’s Public Warrants began separately trading from the Class A common stock, included in the Company’s Units, on the New York Stock Exchange (the “NYSE”). The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

F-16

Table of Contents

The terms and conditions of the Company’s Private Placement Warrants are substantially the same as the Company’s Public Warrants. As such, they are economically equivalent and the Company’s warrant liability for the Private Placement Warrants is based on the price of the Company’s Public Warrants. The fair value of the Private Placement Warrants liability is classified within Level 2 of the fair value hierarchy.

The following table presents fair value information as of December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The following table sets forth by level within the fair value hierarchy the Company’s financial instruments remeasured to fair value on a recurring basis:


	Level 1		Level 2		Level 3
Public Warrants	$	5,750,000	$	—	$	—
Private Placement Warrants		—		5,850,000		—

	$	5,750,000	$	5,850,000	$	—

Measurement

The Company established the initial fair value for the Public Warrants and Private Placement Warrants on September 28, 2021, the date of the consummation of the Company’s Public Offering. The Company used a Binomial Option Pricing Model to value the Public Warrants and Private Placement Warrants. In November 2021, the Company’s Public Warrants began separately trading on the NYSE and consequently were reclassified to a Level 1 valuation. The Company’s Private Placement Warrants are economically equivalent to the Public Warrants. With their valuation based on quoted prices for similar instruments, the Private Placement Warrants were reclassified to a Level 2 valuation.

The key inputs into the Binomial Option Pricing Model were as follows at September 28, 2021:


Input	September 28, 2021 (Initial Measurement)
Risk-free interest rate		1.01	%
Expected term (years)		5.2
Expected volatility		13.8	%
Exercise price	$	11.50
Dividend rate		0.0	%

Measurement

The following table provides a reconciliation of changes in the Level 3 fair value classification:


Fair value at March 9, 2021 (inception)	$	—
Initial fair value of September 28, 2021		17,632,000
Public Warrants reclassified to level 1		(5,865,000	)
Private Placement Warrants reclassified to level 2		(5,967,000	)
Change in fair value		(5,800,000	)

Fair v alue at December 31, 2021	$	—

Note 7 — Commitments and Contingencies

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

F-17

Table of Contents

Underwriters Agreement

The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $8,050,000 of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Note 8 — Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock

The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to

one

vote for each share. As of December 31, 2021, there were no shares issued or outstanding excluding 23,000,000 shares of Class A common stock issued or outstanding that are subject to possible redemption.

Class B Common Stock

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding.

The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an

as-converted

basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, executive officers or directors upon conversion of Working Capital Loans, provided that such conversion of founder shares will never occur on a less than

one-for-one

basis.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

F-18

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule

13a-15(b)

under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2021, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form

10-K

does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules

13a-15(f)

and

15d-15(f)

under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our directors and executive officers are as follows:


Name	Age	Position

Dave Wentz	51	Chairman and Chief Executive Officer

Mike Lohner	59	President, Chief Financial Officer and Directo

Wayne Moorehead	47	Chief Strategy Officer and Director

John Addison	64	Director

Bradford Richardson	57	Director

Travis Ogden	50	Director

Heather Chastain	47	Director

Dave Wentz, Chairman and Chief Executive Officer

Dave Wentz serves as the Chairman and Chief Executive Officer of Direct Selling Acquisition Corp. He is the former Chief Executive Officer of USANA Health Sciences, Inc. (NYSE: USNA), a direct seller of science-based nutritional and personal care products.

Mr. Wentz joined USANA at its founding in 1992 and played a critical role in developing its initial branding and strategy. Over the course of USANA’s early years, Mr. Wentz served in a variety of roles, including Vice President of Development, Sr. Vice President of Development and Executive Vice President, before being promoted to President in July 2002 and Chief Executive Officer in 2006. He also served as a member of USANA’s board of directors from 1993 to 2004. While Mr. Wentz led USANA(2002-2016), it achieved record sales each year and increased revenue from approximately $133 million (2002) to $1 billion (2016) upon his retirement. Notably in 2010, Mr. Wentz played an integral role in the $62.7 million acquisition and implementation of BabyCare.

During his time with USANA, Mr. Wentz served on the board of directors of the Direct Selling Association for many years, serving as its Vice Chairman from 2007 to 2008 and Chairman from 2008 to 2009. He also spent many years on the board of directors of the Direct Selling Education Foundation, including as Chairman from 2006 to 2007 and again from 2016 to 2018. In 2009, Mr. Wentz was recognized by

Forbes

magazine as one of “The 21 Youngest CEOs at the Nation’s Biggest Companies,” and he served as the President of the Utah chapter of the Young Presidents Organization from 2018 to 2019.

Mr. Wentz is a best-selling author,

having co-written the

New York Times

best seller

The Healthy Home,

and an accomplished speaker and presenter having spoken in front of millions over the course of his career. Mr. Wentz holds a Bachelor of Science in Bioengineering from the University of California, San Diego.

Mike Lohner, President, Chief Financial Officer and Director

Mike Lohner

serves as the President, Chief Financial Officer and a Director Nominee of Direct Selling Acquisition Corp. Mr. Lohner is a highly experienced executive, board member, founder and investor in the direct selling

and direct-to-consumer industries,

amongst others. Over the course of his career, he has played either a leading or integral role in the evaluation and underwriting of multiple transactions and investments within the direct selling industry and has played key roles in the development and management of a number of businesses that resulted in nine-figure exits. Mike currently serves as the chairman of the board of S&D Retail, a leading technology enabled social selling platform and fashion accessories business with three current brands: Stella & Dot, Keep Collective, and Ever Skincare, where he previously also served as chief executive officer.

Table of Contents

Mr. Lohner is

a co-founder of

DOSH, a leading card-linked cash-back advertising platform. He served as DOSH’s Chief Strategy Officer prior to its recent sale (March 2021) to Cardlytics for $275 million. While at DOSH, Mr. Lohner was responsible for formulating, directing and implementing the social selling strategies that helped it achieve its market leading position.

Mr. Lohner has spent more than 20 years as an executive, investor or advisor in and around the direct selling industry. Mr. Lohner’s entry into the direct selling industry was with Home Interiors and Gifts, Inc. a private equity-owned home décor direct sales company. He was hired after the company suffered a significant decline in sales and was tasked with returning the Company to growth. Retail sales at the company not only returned to significant growth, but grew to over $600 million during his tenure. Mr. Lohner served on the Direct Selling Association’s board of directors for four years.

Mr. Lohner’s early career included time as a consultant at Bain & Company, one of the world’s premier management consulting firms. He earned his M.B.A. from the Stanford Graduate School of Business, where he was an Arjay Miller scholar, and received a B.A. degree in economics from Brigham Young University.

Wayne Moorehead

Chief Strategy Officer and Director

Wayne Moorehead serves as the Chief Strategy Officer of Direct Selling Acquisition Corp. Mr. Moorehead, who brings a wealth of experience in marketing, branding and direct to consumer to the Company’s management team, is a seasoned thought leader in marketing and brand strategy and is a sought-after advisor across multiple industries. Mr. Moorehead has spent more than 20 years in a variety of senior level roles in and around the direct selling industry and has also worked with a large number of national brands over the course of his career.

Most recently Mr. Moorehead served as the Chief Marketing Officer of Young Living, a $2 billion direct seller of essential oils and related products. Prior to this, from 2017 to 2019, Mr. Moorehead served as the chief brand officer of Purple Innovation, Inc. (NASDAQ: PRPL), the innovative mattress company, which has been recognized as one of the fastest-growing direct to consumer brands over the last several years. Purple merged with a special purpose acquisition company in 2018 in a transaction valued at $1.1 billion. Previously Mr. Moorehead served as the chief marketing officer of Nature’s Sunshine Products (NASDAQ: NATR), a multi-national direct seller of nutritional and personal care products.

Outside of the direct selling industry Mr. Moorehead possesses significant agency experience working with national and international brands such as Johnson & Johnson, Fender, Whole Foods, American Eagle Outfitters and Intel, amongst others. Mr. Moorehead’s agency experience includes serving as Chief Strategist for Salt Lake City-based Hint Creative, as well as chief strategy officer for the New York based Case Agency.

Mr. Moorehead holds a BS in Marketing Communications & Advertising from Brigham Young University and an MBA in Marketing from the Marriott School of Management.

John Addison, Director

John Addison is the

former Co-Chief Executive

Officer of Primerica, Inc. (NYSE: PRI), a multi-billion dollar direct seller of financial products to middle-income households in the United States and Canada, and served in that position from 1999 to 2015. Mr. Addison currently serves as the chief executive officer of the Addison Leadership Group, through which he provides consulting and speaking services. Mr. Addison remains a member of the board of directors of Primerica and also serves on the board of directors of LegalShield, Inc., a private equity owned direct seller

of pre-paid legal

services, and the National Monuments Foundation.

Mr. Addison joined Primerica in 1982 as a business systems analyst and progressively worked his way into positions of increasing responsibility. He served in numerous officer roles with Primerica Life Insurance Company (“Primerica Life”), a life insurance underwriter, and Primerica Financial Services, LLC, a general agent, both of which are subsidiaries of Primerica. He served as Vice President and Senior Vice President of Primerica Life, as well as Executive Vice President and Group Executive Vice President of Marketing. In 1995, he became President of the Primerica operating unit of Citigroup Inc. (“Citigroup”) and was promoted

to Co-Chief Executive

Officer in 1999.

During the first ten years of Mr. Addison’s tenure

as co-chief executive

officer, Primerica operated as a subsidiary of Citigroup. In 2010, the Company

was spun-out of

Citigroup through an initial public offering, a process in which Mr. Addison played an integral role.

Mr. Addison was inducted into the Northeast Georgia Business Hall of Fame in 2018 and the Direct Selling Hall of Fame in 2019. Mr. Addison received his B.A. in Economics from the University of Georgia and his M.B.A. from Georgia State University.

Table of Contents

Bradford Richardson, Director

Bradford Richardson

is the former President of Shaklee International, a 65

year-old

direct seller of natural nutrition supplements, weight-management products, beauty products, and household products.

Mr. Richardson has spent 20 years of his 30+ year career aggressively scaling direct selling companies globally. As president of Shaklee International from 2008 to 2015, Mr. Richardson grew global markets’ revenue to over $800 million. From 2015 to 2018, Mr. Richardson continued to serve Shaklee as a member of the company’s board of directors, as well as in a strategic consulting role.

Previously, from 1997 to 2008, Mr. Richardson served USANA in a variety of roles, culminating in his service as executive vice president – APAC. Under his leadership, USANA’s APAC business grew from startup to $169.2 million per year, representing more than 40% of total revenue at the time of his departure. Since 2018, Mr. Richardson has consulted for leading companies and spent time exploring new opportunities in the sector.

Mr. Richardson holds an MBA in Finance from The Wharton School and has worked in global business roles at leading companies including Dell Computer Corporation, Lexmark International and The Far Eastern Group, one of Taiwan’s leading conglomerates.

Travis Ogden, Director

Travis Ogden

currently serves as

the co-founder and

chief executive officer of Oola Global, LLC, a personal development company offering a monthly subscription for personalized content distributed through the direct selling channel. From 2016 to 2020, Mr. Ogden served Isagenix International, a direct seller of dietary supplements and personal care products, as president and chief operating officer before being promoted to chief executive officer.

Previously, from 2012 to 2016, Mr. Ogden served as chief operating officer of Young Living Essential Oils, a direct seller of essential oils and related products, and helped guide the company through a period of rapid growth that saw revenue grow from $200 million to more than $1 billion.

Mr. Ogden began his career in a private accounting practice and then spent several years as

an in-charge associate

with KPMG where he participated in numerous audit engagements including those related to initial public offerings.

Mr. Ogden holds a Bachelor of Science in Accounting and a Master’s of Business Administration from the University of Utah.

Heather Chastain, Director

Heather Chastain currently serves as the founder and CEO of Bridgehead Collective, a consultancy focused on assisting direct selling companies. With over 20 years of well-rounded experience in the direct selling industry, Mrs. Chastain brings a solid understanding of sales, marketing, manufacturing and operations as well as a strong collaborative and relational style of leadership to the table.

Prior to founding Bridgehead, Mrs. Chastain served as Chief Strategy Officer and President of the United States and Canada for Shaklee Corporation, a direct seller of nutrition and personal care products. In addition, Mrs. Chastain has served multiple

c-level

positions in several direct selling companies, including as Senior Vice President and Chief Sales Officer of Arbonne International, Inc., President of Celebrating Home and Vice President of Operations at BeautiControl, Inc.

Mrs. Chastain previously served on the board of directors of the Direct Selling Association and as the chairwoman of the Direct Selling Association Ethics Committee. Mrs. Chastain holds a Bachelor of Business Administration from the University of Texas.

Number and Terms of Office of Officers and Directors

Our board of directors consists of seven members and is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of Travis Ogden and Heather Chastain, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of John Addison and Bradford Richardson, will expire at our second annual meeting of stockholders. The term of office of the third class of directors, consisting of Dave Wentz, Mike Lohner and Wayne Moorehead, will expire at our third annual meeting of stockholders.

Table of Contents

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our Charter.

Director Independence

The rules of the NYSE require that a majority of our board of directors be independent within one year of our Public Offering. Our board of directors has determined that John Addison, Bradford Richardson, Travis Ogden and Heather Chastain are “independent directors” as defined in NYSE rules and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Board Committees

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to

phase-in

rules and a limited exception, the rules of the NYSE and Rule

10A-3

under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to

phase-in

rules and a limited exception, the rules of the NYSE require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the board of directors. John Addison, Bradford Richardson and Travis Ogden serve as members of our audit committee, and Bradford Richardson chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters.

Each member of the audit committee is financially literate and our board of directors has determined that each of Bradford Richardson and Travis Ogden qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

•

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

•

pre-approving

all audit and

non-audit

services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing

pre-approval

policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm has with us in order to evaluate its continued independence;

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation

S-K

promulgated by the SEC prior to us entering into such transaction; and

Table of Contents

•

reviewing with management, the independent, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. John Addison, Bradford Richardson and Travis Ogden serve as members of our compensation committee. Travis Ogden chairs the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

•

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor of $10,000 per month, for up to 15 months (or up to 18 months, if we extend the time to complete a business combination), for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors. The initial members of our nominating and corporate governance committee are Travis Ogden and John Addison. John Addison chairs the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

Table of Contents

•

screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

•

developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

•

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

•

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Code of Ethics and Committee Charters

We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have filed a copy of our form of the Code of Business Conduct and Ethics and our audit committee, compensation committee and nominating and corporate governance committee charters as exhibits to the registration statement relating to the Public Offering. You may review this document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, copies of our Code of Business Conduct and Ethics, corporate governance guidelines and committee charters will be provided without charge upon request from us and are also available on our website at www.dsacquisition.com. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other

non-substantive

amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or waiver on our website

ITEM 11. EXECUTIVE COMPENSATION

None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their

out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

Table of Contents

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents the number of shares and percentage of our common stock owned by our initial stockholders after the Public Offering:

•

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock;

•

each of our officers, directors and director nominees; and

•

all our officers and directors as a group.

The following table is based on 28,750,000 shares of common stock outstanding at March 28, 2022, of which 23,000,000 were shares of Class A common stock and 5,750,000 were shares of Class B common stock. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our common stock beneficially owned by them.


	Class A Common Stock					Class B Common Stock
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percent of Class			Number of Shares Beneficially Owned (2)		Percent of Class			Percentage of Outstanding Common Stock
DSAC Partners LLC (3)		—		—			5,750,000		100	%		20.0	%
Dave Wentz (3)		—		—			5,750,000		100	%		20.0	%
Mike Lohner		—		—
Wayne Moorehead		—		—
John Addison		—		—			—		—			—
Bradford Richardson		—		—			—		—			—
Travis Ogden		—		—			—		—			—
Heather Chastain		—		—			—		—			—
Saba Capital Management, L.P. (4)		1,928,598		8.4	%							8.4	%
Boaz R. Weinstein (4)		1,928,598		8.4	%							8.4	%
Saba Capital Management GP, LLC (4)		1,928,598		8.4	%							8.4	%
All officers and directors as a group (seven individuals)							5,750,000		100	%		20.0	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Direct Selling Acquisition Corp., 5800 Democracy Drive, Plano, TX 75024.

Table of Contents

(2)	Interests shown consist solely of Founder Shares, classified as shares of Class B common stock. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment, as described elsewhere herein.

(3)

DSAC Partners LLC is the record holder of the shares reported herein. DSAC Manager LLC is the manager of the sponsor. Mr. Wentz is the sole member of DSAC Manager LLC and has voting and investment discretion with respect to the common stock held of record by the sponsor. Mr. Wentz disclaims any beneficial ownership of the shares held by the sponsor, except to the extent of his pecuniary interest therein.

(4)	Information regarding Saba Capital Management, L.P. is based solely on the Schedule 13G/A filed jointly filed by Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, with the SEC on February 14, 2022 for the year ended December 31, 2021.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On June 7, 2021, our sponsor paid an aggregate of $25,000 to purchase 5,750,000 founder shares. The number of founder shares issued was determined based on the expectation that the total size of the Public Offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the Public Offering.

Our sponsor purchased an aggregate of 11,700,000 Private Placement Warrants, at a price of $1.00 per warrant, or $11,700,000 in the aggregate, in a private placement that closed simultaneously with the closing of the Public Offering. Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.

We currently utilize office space at 5800 Democracy Drive, Plano, Texas 75024 from our sponsor and the members of our management team. We pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any

out-of-pocket

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a

non-interest

basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the Trust Account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Table of Contents

Registration Rights

The holders of Founder Shares and Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement signed on September 23, 2021. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion the Company’s initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Administrative Services

We will reimburse our sponsor and its affiliates for office space, secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $10,000 per month in the event such space and/or services are utilized and the Company does not pay a third party directly for such services, from the date of closing of the Public Offering. Upon completion of a business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to be paid to Grant Thornton LLP, or Grant Thornton, for services rendered.

Audit Fees

. Audit fees consist of fees billed for professional services rendered for the audit of our

year-end

financial statements and services that are normally provided by Grant Thornton in connection with regulatory filings. The aggregate fees billed by Grant Thornton for professional services rendered for the audit of our annual financial statements, and other required filings with the SEC for the period from March 9, 2021 (inception) through December 31, 2021 totaled $70,500. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Grant Thornton for consultations concerning financial accounting and reporting standards for the period from March 9, 2021 (inception) through December 31, 2021.

Tax Fees

. We did not pay Grant Thornton for tax planning and tax advice for the period from March 9, 2021 (inception) through December 31, 2021.

All Other Fees

. We paid $5,400 to Grant Thornton for other services for the period from March 9, 2021 (inception) through December 31, 2021.

Pre-Approval

Policy

Our audit committee was formed upon the consummation of the Public Offering. As a result, the audit committee did not

pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve

all auditing services and permitted

non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for

non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

(1)

Financial Statements

Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II above.

(2)

Financial Statement Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial, not required, or the required information is presented in the financial statements and notes thereto in Item 8 of Part II above.

(3)

Exhibits

We hereby file as part of this report the exhibits listed in the attached Exhibit Index.


Exhibit		Description

3.1		Amended and Restated Certificate of Incorporation (Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-258997), filed with the SEC on August 25, 2021).

3.2		Bylaws (Incorporated by reference to the corresponding exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-258997), filed with the SEC on August 25, 2021).

4.1		Specimen Unit Certificate (Incorporated by reference to the corresponding exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-258997), filed with the SEC on August 25, 2021).

4.2		Specimen Class A Common Stock Certificate (Incorporated by reference to the corresponding exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-258997), filed with the SEC on August 25, 2021).

4.3		Specimen Warrant Certificate (Incorporated by reference to the corresponding exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-258997), filed with the SEC on August 25, 2021).

4.4		Warrant Agreement between Direct Selling Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of September 23, 2021 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40831), filed with the SEC on September 29, 2021).

4.5		Description of Securities.

10.1		Letter Agreement, dated September 23, 2021, by and among the Company, its executive officers, its directors, and DSAC Partners LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40831), filed with the SEC on September 29, 2021).

10.2		Promissory Note, dated June 2, 2021, by and between the Company and DSAC Partners LLC (Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-258997), filed with the SEC on August 25, 2021).

Table of Contents


10.3		Investment Management Trust Agreement, dated September 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K ((File No. 001-40831), filed with the SEC on September 29, 2021).

10.4		Registration Rights Agreement, dated September 23, 2021, by and among the Company, the Holders named therein and DSAC Partners LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40831), filed with the SEC on September 29, 2021).

10.5		Private Placement Warrants Purchase Agreement, dated September 23, 2021, by and among the Company and DSAC Partners LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40831), filed with the SEC on September 29, 2021).

10.6		Administrative Services Agreement, dated September 23, 2021, by and between the Company and DSAC Partners LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-40831), filed with the SEC on September 29, 2021).

14.1		Code of Business Conduct and Ethics (Incorporated by reference to the corresponding exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-258997), filed with the SEC on August 25, 2021).

31.1		Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

31.2		Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL		Inline Taxonomy Extension Definition Linkbase Document

101.LAB XBRL		Inline Taxonomy Extension Label Linkbase Document

101.PRE XBRL		Inline Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 28, 2022


DIRECT SELLING ACQUISITION CORP.
By:		/s/ Dave Wentz
		Name: Dave Wentz
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Name	Title	Date

/s/ Dave Wentz	Chairman and Chief Executive Officer (Principal Executive Officer)	March 28, 2022

/s/ Mike Lohner	President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	March 28, 2022

/s/ John Addison	Director	March 28, 2022

/s/ Bradford Richardson	Director	March 28, 2022

/s/ Travis Ogden	Director	March 28, 2022

EX-4.5 2 d311389dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

DESCRIPTION OF SECURITIES

The following description of Direct Selling Acquisition Corp.’s securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation (“Charter”), which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read our Charter and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information. References to the “Company” and to “we,” “us,” and “our” refer to Direct Selling Acquisition Corp., and references to the “sponsor” refer to DSAC Partners LLC, our sponsor, a Delaware limited liability company.

We are a Delaware corporation and our affairs are governed by our Charter and the DGCL. Pursuant to our Charter, we are authorized to issue 400,000,000 shares of common stock, $0.0001 par value each, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our capital stock as set out more particularly in our Charter. Because it is only a summary, it may not contain all the information that is important to you.

Units

Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Company’s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.

The shares of Class A common stock and warrants comprising the units began separate trading on the New York Stock Exchange ( the “NYSE”) on November 12, 2021. Unit holders have the option to continue to hold units or separate their units into the component securities. Holders need to have their brokers contact our transfer agent in order to separate the units into Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless a unit holder holds a multiple of two units, the number of warrants issuable to such unit holder upon separation of the units will be rounded down to the nearest whole number of warrants.

Common Stock

As of the December 31, 2021, there were 28,750,000 shares of our common stock outstanding, including:

•

23,000,000 shares of Class A common stock (the “public shares”) underlying units issued as part of our initial public offering (the “Public Offering”); and

•

5,750,000 shares of Class B common stock (the “founder shares”) held by our initial stockholders.

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of our stockholders except as required by law. Unless specified in our Charter, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Because our Charter authorizes the issuance of up to 380,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.

In accordance with the NYSE’s corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Upon the closing of the Public Offering and the sale of private placement warrants occurring simultaneously therewith, a total of $234,600,000 was deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our Charter, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our Charter requires these tender offer documents to contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor, executive officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering (the “Excess Shares”), without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.

If we seek stockholder approval in connection with our initial business combination, our initial stockholders, sponsor, officers and directors have agreed to vote any founder shares that they hold and any public shares purchased by them in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we could need as little as 1,437,501, or 6.25%, of our public shares sold in the Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming that only a quorum is present at the meeting). Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.

Pursuant to our Charter, if we are unable to complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our Charter (an “Extension Period”). However, if we fail to complete our initial business combination within the prescribed time period, our initial stockholders or management team will be entitled to liquidating distributions from the Trust Account with respect to any public shares held by them.

In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.

Founder Shares

The founder shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A common stock included in the units sold in the Public Offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect

to any founder shares and public shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or during any Extension Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, and (iii) the founder shares are automatically convertible into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our Charter. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after the Public Offering in favor of our initial business combination.

The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, approximately 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, executive officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.

With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property.

Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our Charter may only be amended by approval of a majority of our Class B common stock voting in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

Preferred Stock

Our Charter authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We had no preferred shares outstanding as of December 31, 2021.

Warrants

Redeemable warrants

Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Public Offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless our unit holders hold a multiple of two units, the number of warrants issuable to such holders upon separation of the units will be rounded down to the nearest whole number of warrants. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

We have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60^th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,

require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

We account for the 23,200,000 warrants issued in connection with the Public Offering (including 11,500,000 redeemable warrants included in the units and 11,700,000 private placement warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. The warrant agreement contains an alternative issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in our initial business combination is payable in the form of common equity in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of our initial business combination, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value of the warrant. The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815–40, and thus the warrants are not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial instruments requires that we record a derivative liability upon the closing of the Public Offering. Accordingly, we classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. We will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Private placement warrants

Simultaneously with the closing of the Public Offering, the Company completed the private sale of an aggregate of 11,700,000 warrants to the sponsor at a purchase price of $1.00 per private placement warrant pursuant to the private placement warrants purchase agreement filed as an exhibit to the registration statement relating to the Public Offering. The private placement warrants are identical to the warrants sold in the Public Offering except that (a) the private placement warrants and their component securities will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination except to permitted transferees and (b) the private placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may be exercised by the holders on a cashless basis and (iii) will be entitled to registration rights.

Redemption of warrants for cash

Once the warrants become exercisable, we may call the warrants for redemption for cash:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described below under “—Redemption procedures and cashless exercise”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described below under “—Redemption procedures and cashless exercise”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Redemption procedures and cashless exercise

If we call the warrants for redemption as described above under “—Redemption of warrants for cash,” our management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average closing price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage of this option, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of Class A common stock is increased by a share capitalization or share dividend payable in Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such share capitalization or share dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding common stock. A rights offering made to all or substantially all holders of common stock entitling holders to purchase Class A common stock at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for shares of Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of shares of Class A common stock as reported during the ten trading day period ending on the trading day prior to the first date on which the Class A common stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Class A common stock on account of such Class A common stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A common stock during the 365-day period ending on the date of declaration of such dividend or distribution, does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of Class A common stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our Charter (A) to modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or (B) with respect to any other provision relating to the rights of holders of our Class A common stock, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.

If the number of shares of outstanding Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A common stock.

Whenever the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.

In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “—Redemption of warrants for cash” above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

In case of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property

of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.

The warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private placement warrants. Holders should review a copy of the warrant agreement, which was filed with the SEC as exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40831) on September 29, 2021, for a complete description of the terms and conditions applicable to the warrants.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A common stock to be issued to the warrant holder.

Private Placement Warrants

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) are not transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as they are held by the initial stockholders or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the Public Offering. If the private placement warrants are held by holders other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering.

If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,

multiplied by the excess of the “fair market value” (as defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average closing price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we agreed that these warrants will be exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

Our initial stockholders have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions, transfers can be made to our officers and directors and other persons or entities affiliated with the sponsor.

Dividends

The payment of cash dividends on our common stock will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Our Transfer Agent and Warrant Agent

The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the Trust Account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the Trust Account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the Trust Account and not against the any monies in the Trust Account or interest earned thereon.

Charter

Our Charter contains certain requirements and restrictions relating to the Public Offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders, who collectively beneficially owned 20% of our common stock upon the closing of the Public Offering, may participate in any vote to amend our Charter and will have the discretion to vote in any manner they choose. Specifically, our Charter provides, among other things, that:

•

If we are unable to complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law;

•

Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our Charter to (x) extend the time we have to consummate a business combination beyond 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination) or (y) amend the foregoing provisions;

•

Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view;

•

If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing on the NYSE, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;

•

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of the agreement to enter into the initial business combination;

•

If our stockholders approve an amendment to our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination), or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations described herein; and

•

We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In addition, our Charter provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

Certain Anti-Takeover Provisions of Delaware Law and our Charter and Bylaws

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

•

a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

•

an affiliate of an interested stockholder; or

•

an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

•

our board of directors approves the transaction that made the stockholder an “interested stockholder”;

•

prior to the date of the transaction;

•

after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

•

on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Our Charter provides that our board of directors is classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.

Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum for Certain Lawsuits

Our Charter requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Charter or bylaws, or any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Charter. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other

employees or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Special Meeting of Stockholders

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90^th day nor earlier than the opening of business on the 120^th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Action by Written Consent

Any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.

Classified Board of Directors

Our board of directors are divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our Charter provides that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. However, prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Class B Common Stock Consent Right

For so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our Charter, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.

Securities Eligible for Future Sale

We have 28,750,000 shares of common stock outstanding. Of these shares, the 23,000,000 shares of Class A common stock sold in the Public Offering are freely tradable without restriction or further registration under the Securities Act, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 5,750,000 outstanding founder shares and all of the 11,700,000 outstanding private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•

1% of the total number of shares of common stock then outstanding; or

•

the average weekly reported trading volume of the Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, our initial stockholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement signed in connection with the completion of the Public Offering. Pursuant to the registration rights agreement and assuming $1,500,000 of working capital loans are converted into private placement warrants, we will be obligated to register up to 18,950,000 shares of Class A common stock and 13,200,000 warrants. The number of shares of Class A common stock includes (i) 5,750,000 shares of Class A common stock to be issued upon conversion of the founder shares, (ii) 11,700,000 shares of Class A common stock underlying the private placement warrants and (iii) 1,500,000 shares of Class A common stock underlying the private placement warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Listing of Securities

Our units, Class A common stock and warrants are listed on the NYSE under the symbols “DSAQ.U,” “DSAQ” and “DSAQ WS,” respectively.

EX-31.1 3 d311389dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dave Wentz, certify that:

1.	I have reviewed this annual report on Form 10-K of Direct Selling Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EX-31.2 4 d311389dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mike Lohner, certify that:

1.	I have reviewed this annual report on Form 10-K of Direct Selling Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

EX-32.1 5 d311389dex321.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Direct Selling Acquisition Corp. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Dave Wentz, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

EX-32.2 6 d311389dex322.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Direct Selling Acquisition Corp. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Mike Lohner, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

EX-101.SCH 7 dsaq-20211231.xsd XBRL TAXONOMY EXTENSION SCHEMA 1001 - Document - Cover Page link:presentationLink link:definitionLink link:calculationLink 1002 - Statement - BALANCE SHEET link:presentationLink link:definitionLink link:calculationLink 1003 - Statement - BALANCE SHEET (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1004 - Statement - STATEMENT OF OPERATIONS link:presentationLink link:definitionLink link:calculationLink 1005 - Statement - STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT link:presentationLink link:definitionLink link:calculationLink 1006 - Statement - STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1007 - Statement - STATEMENT OF CASH FLOWS link:presentationLink link:definitionLink link:calculationLink 1008 - Disclosure - Organization, Business Operations link:presentationLink link:definitionLink link:calculationLink 1009 - Disclosure - Significant Accounting Policies link:presentationLink link:definitionLink link:calculationLink 1010 - Disclosure - Initial Public Offering link:presentationLink link:definitionLink link:calculationLink 1011 - Disclosure - Private Placement link:presentationLink link:definitionLink link:calculationLink 1012 - Disclosure - Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 1013 - Disclosure - Recurring Fair Value Measurements link:presentationLink link:definitionLink link:calculationLink 1014 - Disclosure - Commitments and Contingencies link:presentationLink link:definitionLink link:calculationLink 1015 - Disclosure - Stockholders' Equity link:presentationLink link:definitionLink link:calculationLink 1016 - Disclosure - Subsequent Events link:presentationLink link:definitionLink link:calculationLink 1017 - Disclosure - Significant Accounting Policies (Policies) link:presentationLink link:definitionLink link:calculationLink 1018 - Disclosure - Significant Accounting Policies (Tables) link:presentationLink link:definitionLink link:calculationLink 1019 - Disclosure - Recurring Fair Value Measurements (Tables) link:presentationLink link:definitionLink link:calculationLink 1020 - Disclosure - Organization, Business Operations - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1021 - Disclosure - Significant Accounting Policies - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1022 - Disclosure - Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) link:presentationLink link:definitionLink link:calculationLink 1023 - Disclosure - Initial Public Offering Disclosure - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1024 - Disclosure - Initial Public Offering - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail) link:presentationLink link:definitionLink link:calculationLink 1025 - Disclosure - Private Placement - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1026 - Disclosure - Related Party Transactions - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1027 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) link:presentationLink link:definitionLink link:calculationLink 1028 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) link:presentationLink link:definitionLink link:calculationLink 1029 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) link:presentationLink link:definitionLink link:calculationLink 1030 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation (Detail) link:presentationLink link:definitionLink link:calculationLink 1031 - Disclosure - Recurring Fair Value Measurements - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1032 - Disclosure - Commitments - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1033 - Disclosure - Stockholders' Equity - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 8 dsaq-20211231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 9 dsaq-20211231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 10 dsaq-20211231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE Cover [Abstract] Document Information [Table] Class of Stock [Axis] Class of Stock [Domain] Common Class A [Member] Common Class A [Member] Common Class B [Member] Document Information [Line Items] Document Type Amendment Flag Document Transition Report Document Period End Date Document Fiscal Year Focus Document Fiscal Period Focus Entity Registrant Name Entity Central Index Key Entity File Number Entity Interactive Data Current Entity Shell Company Entity Filer Category Entity Small Business Entity Emerging Growth Company Entity Ex Transition Period Entity Tax Identification Number Entity Address, Address Line One Entity Address, City or Town Entity Address, State or Province Entity Incorporation, State or Country Code Entity Address, Postal Zip Code City Area Code Local Phone Number Title of 12(b) Security Trading Symbol Security Exchange Name Entity Current Reporting Status Entity Common Stock, Shares Outstanding Current Fiscal Year End Date Document Annual Report Entity Well-known Seasoned Issuer Auditor Name Auditor Firm ID Auditor Location Entity Voluntary Filers Entity Public Float Equity Components [Axis] Equity Component [Domain] Units [Member] Units. Warrant [Member] Statement of Financial Position [Abstract] Statement [Table] Statement [Line Items] Liabilities and Equity [Abstract] Liabilities, Redeemable Common Stock and Stockholders' Deficit Taxes Payable, Current Franchise taxes payable Due to Related Parties, Current Due to related party Accrued Liabilities, Current Accrued offering costs and expenses Liabilities, Current Total current liabilities Derivative Liability, Noncurrent Warrant liability Deferred Compensation Liability, Classified, Noncurrent Deferred underwriters' discount Deferred compensation liability classified noncurrent Stockholders' Equity Attributable to Parent [Abstract] Stockholders' Deficit: Retained Earnings (Accumulated Deficit) Accumulated deficit Common Stock, Value, Issued Common stock in value Preferred Stock, Value, Issued Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding Stockholders' Equity Attributable to Parent Total Stockholders' Deficit Balance end Balance Begining Temporary Equity, Carrying Amount, Attributable to Parent Redeemable Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20 Contingently redeemable common stock Liabilities and Equity Total Liabilities, Redeemable Common Stock and Stockholders' Deficit Commitments and Contingencies Commitments and Contingencies (Note 7) Liabilities Total liabilities Assets [Abstract] Assets: Assets Held-in-trust, Noncurrent Investments held in Trust Account Asset held in trust account, Noncurrent Assets Total assets Assets, Current Total current assets Cash Cash Cash, end of the period Cash, beginning of the period Cash Prepaid Expense, Current Prepaid expenses Revision of Prior Period [Axis] Revision of Prior Period [Domain] Common Stock, Par or Stated Value Per Share Common Stock, Shares Authorized Common Stock, Shares, Issued Common Stock, Shares, Outstanding Preferred Stock, Shares Issued Preferred Stock, Shares Outstanding Preferred Stock, Shares Authorized Temporary Equity, Shares Outstanding Temporary equity, Shares outstanding Preferred Stock, Par or Stated Value Per Share common stock with a par value Income Statement [Abstract] Common [Table] Nonoperating Income (Expense) [Abstract] Other income (loss) Nonoperating Income (Expense) Total other income Offering Expenses Related To Warrants Offering costs associated with warrants Offering Expenses Related To Warrants Investment Income, Interest Interest on Trust investments Interest earned on investments held in Trust Account Bank Interest Income Bank Interest Income Fair Value Adjustment of Warrants Change in fair value of warrant liability Change in fair value of warrant liability Fair value adjustments of warrants Operating Income (Loss) Loss from operations Operating Expenses Formation and operating costs Net Income (Loss) Attributable to Parent Net income Net income Weighted Average Number of Shares Outstanding, Basic and Diluted Weighted Average Number of Shares Outstanding Weighted-average shares outstanding Earnings Per Share, Diluted Basic and diluted net loss per share Statement of Stockholders' Equity [Abstract] Stock Issued During Period, Shares, Issued for Services Class B common stock issued to founders- Shares Stock issued during period, Shares, Issued for services Adjustments to Additional Paid in Capital, Warrant Issued Sale of 11,700,000 Private Placement Warrants Shares, Outstanding Balance Begining, shares Balance ending ,shares Adjustments To Additional Paid In Capital And Accumulated Deficit For Effect Of Remeasurement Deemed dividend to Class A stockholders to state the Trust Account at redemption value Adjustments To Additional Paid In Capital And Accumulated Deficit For Effect Of Remeasurement Stock Issued During Period, Value, Issued for Services Class B common stock issued to founders Stock issued during period, Value, Issued for services Adjustments To Retained Earnings To Account For Additional Issue Price For The Units Sold Through Public Offering Deemed dividend to Class A stockholders to provide for the additional $0.20 of funding to the Trust Account Adjustments To Retained Earnings To Account For Additional Issue Price For The Units Sold Through Public Offering Adjustments To Additional Paid In Capital For Initial Classification Of Warrant Liability Initial classification of warrant liability - Private Placement Warrants Adjustments To Additional Paid In Capital For Initial Classification Of Warrant Liability Common Stock [Member] Additional Paid-in Capital [Member] Retained Earnings [Member] Related Party [Axis] Related Party [Domain] Sponsor [Member] Sponsor Sale of Stock [Axis] Sale of Stock [Domain] Private Placement [Member] IPO [Member] Class of Warrant or Right [Axis] Class of Warrant or Right [Domain] Private Placement Warrants [Member] Private Placement Warrants Class of warrants or rights issued during period, Warrants Class of warrants or rights issued during period, Warrants Class of warrants or rights issued during period, Warrants Shares issued, Additional issue price Shares issued, Additional issue price Shares issued, Additional issue price Statement of Cash Flows [Abstract] Net Cash Provided by (Used in) Operating Activities [Abstract] Cash flows from operating activities: Increase (Decrease) in Operating Capital [Abstract] Changes in current assets and liabilities: Increase (Decrease) in Accrued Liabilities Accrued offering costs and expenses Increase (Decrease) in Prepaid Expense Prepaid assets Increase (Decrease) in Accrued Taxes Payable Taxes payable Net Cash Provided by (Used in) Operating Activities Net cash used in operating activities Increase (Decrease) in Due to Related Parties, Current Due to related party Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Supplemental disclosure of non-cash flow financing activities: Deferred Underwriting Commissions Payable Charged To Additional Paid In Capital Deferred underwriting commissions payable charged to additional paid in capital Deferred Underwriting Commissions Payable Charged To Additional Paid In Capital Deemed dividend to claa A stockholders Deemed dividend to Class A stockholders Deemed dividend to claa A stockholders. Net Cash Provided by (Used in) Investing Activities [Abstract] Cash flows from investing activities: Payments to Acquire Restricted Investments Principal deposited in Trust Account Payments to acquire restricted investments Net Cash Provided by (Used in) Investing Activities Net cash used in investing activities Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net income to net cash used in operating activities Offering Costs Allocated To Warrants Offering costs allocated to warrants Offering Costs Allocated To Warrants Net Cash Provided by (Used in) Financing Activities [Abstract] Cash flows from financing activities: Payment Of Deferred Offering Costs Payment of deferred offering costs Payment Of Deferred Offering Costs Proceeds from Issuance of Private Placement Proceed from private placement Proceeds from Related Party Debt Proceeds from issuance of promissory note to related party Proceeds from Issuance of Warrants Proceeds from private placement warrants Proceeds allocated to Public Warrants Proceeds from Issuance of Warrants Proceeds from Issuance Initial Public Offering Proceeds from initial public offering, net of costs Proceeds from initial public offering Gross proceeds from IPO Repayments of Related Party Debt Repayment of promissory note to related party Net Cash Provided by (Used in) Financing Activities Net cash provided by financing activities Cash and Cash Equivalents, Period Increase (Decrease) Net change in cash Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Organization, Business Operations Accounting Policies [Abstract] Significant Accounting Policies [Text Block] Significant Accounting Policies Equity [Abstract] Initial Public Offering [Text Block] Initial Public Offering Disclosure Initial public offering. Private Placement [Text Block] Private Placement Disclosure Private placement. Related Party Transactions [Abstract] Related Party Transactions Disclosure [Text Block] Related Party Transactions Disclosure Fair Value Disclosures [Abstract] Fair Value Disclosures [Text Block] Fair Value Disclosures Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Text Block] Commitments and Contingencies Disclosure Stockholders' Equity Note Disclosure [Text Block] Subsequent Events [Abstract] Subsequent Events [Text Block] Deferred Offering Costs [Policy Text Block] Deferred Offering Costs Deferred offering costs. Class A Common Stock Subject To Possible Redemption [Policy Text Block] Class A Common Stock Subject to Possible Redemption Class A Common stock subject to possible redemption. Fair Value of Financial Instruments, Policy [Policy Text Block] Fair Value of Financial Instruments Derivatives, Policy [Policy Text Block] Derivative Financial Instruments Warrants [Policy Text Block] Warrants Warrants. Basis of Accounting, Policy [Policy Text Block] Basis of Presentation Income Tax, Policy [Policy Text Block] Income Taxes New Accounting Pronouncements, Policy [Policy Text Block] Recent Accounting Standards Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Investments Held in Trust Account Use of Estimates, Policy [Policy Text Block] Use of Estimates Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block] Cash and Cash Equivalents Concentration Risk, Credit Risk, Policy [Policy Text Block] Concentration of Credit Risk Earnings Per Share, Policy [Policy Text Block] Net Loss Per Share of Common Stock Fair Value Measurement, Policy [Policy Text Block] Fair Value Measurements Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Schedule of Earnings Per Share, Basic and Diluted Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] Schedule of Fair Value Measurement Inputs and Valuation Techniques Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] Schedule of Fair Value Measurements, Recurring and Nonrecurring Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] Collaborative Arrangement and Arrangement Other than Collaborative [Table] Stock Issued During Period, Shares, New Issues Stock issued during period, Shares Stock issued during period, Shares Temporary Equity, Par or Stated Value Per Share Temporary equity, Par or stated value per share Class Of Warrant Or Right Issued During Period Warrants Class of warrant or right issued during period, Warrants Class Of Warrant Or Right Issued During Period Warrants Class of warrant or right issued during period, Warrants, Price per warrant Class of warrant or right issued during period, Warrants, Price per warrant Class of warrant or right issued during period, Warrants, Price per warrant Lock in period Lock in period Lock in period Shares Issued, Price Per Share Shares issued, Price per share Class of Warrant or Right, Number of Securities Called by Each Warrant or Right Class of warrant or right, Number of securities called by each warrant or right Class of Warrant or Right, Exercise Price of Warrants or Rights Class of warrant or right, Exercise price of warrants or rights Entity Incorporation, Date of Incorporation Entity incorporation, Date of incorporation Period within which Business combination shall be completed from the closing of initial public offer Period within which Business combination shall be completed from the closing of initial public offer Period within which Business combination shall be completed from the closing of initial public offer Payments for Underwriting Expense Payments for underwriting expense EX-101.PRE 11 dsaq-20211231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 12 R1.htm IDEA: XBRL DOCUMENT

Cover Page - USD ($)	10 Months Ended
Cover Page - USD ($)	Dec. 31, 2021	Mar. 28, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Registrant Name	Direct Selling Acquisition Corp.
Entity Central Index Key	0001871745
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DSAQ
Security Exchange Name	NYSE
Entity File Number	001-40831
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	86-3676785
Entity Address, Address Line One	5800 Democracy Drive
Entity Address, City or Town	Plano
Entity Address, Postal Zip Code	75024
City Area Code	214
Local Phone Number	380-6020
Entity Address, State or Province	TX
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Auditor Name	GRANT THORNTON LLP
Auditor Firm ID	248
Auditor Location	Cincinnati, Ohio
Entity Public Float			$ 0
Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	DSAQ.U
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	DSAQ.WS
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		23,000,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000

XML 13 R2.htm IDEA: XBRL DOCUMENT

BALANCE SHEET	Dec. 31, 2021 USD ($)
Assets:
Cash	$ 1,041,948
Prepaid expenses	713,140
Total current assets	1,755,088
Investments held in Trust Account	234,618,018
Total assets	236,373,106
Liabilities, Redeemable Common Stock and Stockholders' Deficit
Franchise taxes payable	60,274
Due to related party	667
Accrued offering costs and expenses	36,350
Total current liabilities	97,291
Warrant liability	11,600,000
Deferred underwriters' discount	8,050,000
Total liabilities	19,747,291
Commitments and Contingencies (Note 7)
Redeemable Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20	234,600,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0
Accumulated deficit	(17,974,760)
Total Stockholders' Deficit	(17,974,185)
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit	236,373,106
Common Class A [Member]
Stockholders' Deficit:
Common stock in value	0
Common Class B [Member]
Stockholders' Deficit:
Common stock in value	$ 575

XML 14 R3.htm IDEA: XBRL DOCUMENT

BALANCE SHEET (Parenthetical)	Dec. 31, 2021 $ / shares shares
Preferred Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Common Class A [Member]
Temporary Equity, Shares Outstanding	23,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	380,000,000
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares Authorized	20,000,000
Common Stock, Shares, Issued	5,750,000
Common Stock, Shares, Outstanding	5,750,000

XML 15 R4.htm IDEA: XBRL DOCUMENT

STATEMENT OF OPERATIONS	10 Months Ended
STATEMENT OF OPERATIONS	Dec. 31, 2021 USD ($) $ / shares shares
Formation and operating costs	$ 376,682
Loss from operations	(376,682)
Other income (loss)
Offering costs associated with warrants	(505,566)
Bank Interest Income	22
Interest on Trust investments	18,018
Change in fair value of warrant liability	6,032,000
Total other income	5,544,474
Net income	$ 5,167,792
Common Class A [Member]
Other income (loss)
Weighted Average Number of Shares Outstanding \| shares	23,000,000
Basic and diluted net loss per share \| $ / shares	$ (0.72)
Common Class B [Member]
Other income (loss)
Weighted Average Number of Shares Outstanding \| shares	5,750,000
Basic and diluted net loss per share \| $ / shares	$ (0.72)

XML 16 R5.htm IDEA: XBRL DOCUMENT

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 10 months ended Dec. 31, 2021 - USD ($)	Total	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Common Class B [Member] Common Stock [Member]
Balance Begining at Mar. 08, 2021	$ 0	$ 0	$ 0	$ 0
Balance Begining, shares at Mar. 08, 2021				0
Class B common stock issued to founders	25,000	24,425		$ 575
Class B common stock issued to founders- Shares				5,750,000
Sale of 11,700,000 Private Placement Warrants	11,700,000	11,700,000
Deemed dividend to Class A stockholders to provide for the additional $0.20 of funding to the Trust Account	(4,600,000)		(4,600,000)
Initial classification of warrant liability - Private Placement Warrants	(8,892,000)	(8,892,000)
Deemed dividend to Class A stockholders to state the Trust Account at redemption value	(21,374,977)	(2,832,425)	(18,542,552)
Net income	5,167,792		5,167,792
Balance end at Dec. 31, 2021	$ (17,974,185)	$ 0	$ (17,974,760)	$ 575
Balance ending ,shares at Dec. 31, 2021				5,750,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580

Reference 25: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

XML 17 R6.htm IDEA: XBRL DOCUMENT

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)	10 Months Ended
	Dec. 31, 2021 shares
Common Class A [Member] \| IPO [Member]
Shares issued, Additional issue price	0.20
Sponsor [Member] \| Private Placement [Member] \| Private Placement Warrants [Member]
Class of warrants or rights issued during period, Warrants	11,700,000

XML 18 R7.htm IDEA: XBRL DOCUMENT

STATEMENT OF CASH FLOWS	10 Months Ended
STATEMENT OF CASH FLOWS	Dec. 31, 2021 USD ($)
Cash flows from operating activities:
Net income	$ 5,167,792
Adjustments to reconcile net income to net cash used in operating activities
Offering costs allocated to warrants	505,566
Change in fair value of warrant liability	(6,032,000)
Interest earned on investments held in Trust Account	(18,018)
Changes in current assets and liabilities:
Prepaid assets	(713,140)
Taxes payable	60,274
Due to related party	667
Accrued offering costs and expenses	36,350
Net cash used in operating activities	(992,509)
Cash flows from investing activities:
Principal deposited in Trust Account	(234,600,000)
Net cash used in investing activities	(234,600,000)
Cash flows from financing activities:
Proceeds from private placement warrants	25,000
Proceeds from initial public offering, net of costs	225,400,000
Proceed from private placement	11,700,000
Payment of deferred offering costs	(490,543)
Proceeds from issuance of promissory note to related party	110,000
Repayment of promissory note to related party	(110,000)
Net cash provided by financing activities	236,634,457
Net change in cash	1,041,948
Cash, beginning of the period	0
Cash, end of the period	1,041,948
Supplemental disclosure of non-cash flow financing activities:
Deferred underwriting commissions payable charged to additional paid in capital	8,050,000
Deemed dividend to Class A stockholders	$ 25,974,977

XML 19 R8.htm IDEA: XBRL DOCUMENT

Organization, Business Operations	10 Months Ended
Organization, Business Operations	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operations	Note 1— Organization, Business Operations Direct Selling Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on March 9, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry. As of December 31 2021, the Company had not commenced operations. All activity for the period from March 9, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”). The Company will not generate operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on September 23, 2021 (the “Effective Date”). On September 28, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 which is discussed in Note 3. Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 11,700,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000. The Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended. A total of $234,600,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Public Offering, $10.20 per Unit sold in the Public Offering, including the proceeds of the sale of the Private Placement Warrants, is held in a Trust Account and invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share)), subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (“Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination by depositing into the Trust Account for a three month extension $2,300,000 ($0.10 per share)) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share) or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter) (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. The initial stockholders, Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete its initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor did it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Liquidity and Capital Resources As of December 31, 2021, the Company had approximately $1 million in its operating bank account, and working capital of approximately $1.7 million. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. The Company will have only 15 months from the closing of the Public Offering (December 28, 2022) (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share)) or any extended period of time that the Company may have to consummate an initial Business Combination. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

XML 20 R9.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies

10 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities

as held-to-maturity in

accordance with FASB ASC Topic 320 “Investments—Debt and Equity

Securities.” Held-to-maturity securities

are those securities which the Company has the ability and intent to hold until

maturity. Held-to-maturity treasury

securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value

of held-to-maturity securities

to year-end, forecasted

performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the

related held-to-maturity security

Concentration of Credit Risk

Deferred Offering Costs

Class A Common Stock Subject to Possible Redemption

in additional paid-in capital, or

Net Loss Per Share of Common Stock


	For the period from March 9, 2021 (inception) through December 31, 2021
	Class A			Class B
Basic and diluted net income per share of common stock:
Numerator:
Allocation of net income	$	4,134,234		$	1,033,558
Deemed dividends		(20,779,982	)		(5,194,995	)
Allocation of net loss and deemed dividends	$	(16,645,748	)	$	(4,161,437	)
Denominator:
Weighted-average shares outstanding		23,000,000			5,750,000
Basic and diluted net loss per share of common stock	$	(0.72	)	$	(0.72	)

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrants

re-measured

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets. Such warrant classification is also subject to

re-evaluation

at each reporting period.

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

The provision for income taxes was deemed to be immaterial for the period from March 9, 2021 (inception) through December 31, 2021.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’ Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU

2020-06”),

2020-06

on December 31, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

XML 21 R10.htm IDEA: XBRL DOCUMENT

Initial Public Offering

10 Months Ended

Dec. 31, 2021

Equity [Abstract]

Initial Public Offering Disclosure

Note 3 — Initial Public Offering Units

On September 28, 2021, Company consummated its Public Offering of 23,000,000 Units. Each Unit consists of one Class A common stock of the Company, par value $0.0001 per share, and

one-half

ASC 480-10-S99, redemption

provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

The Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in

ASC 480-10-S99. If

additional paid-in capital

and accumulated deficit.

As of December 31, 2021, the common stock reflected on the balance sheet is reconciled in the following table:


Gross proceeds from Public Offering	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(8,740,000	)
Common stock issuance costs		(12,634,977	)

Plus:
Accretion of carrying value to redemption value		25,974,977

Contingently redeemable common stock	$	234,600,000

Public Warrants

Redemption of Public Warrants for Cash

Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $

0.01

per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

within a 30-trading day period

ending three trading days before the Company sends the notice of redemption to the warrant holders).

XML 22 R11.htm IDEA: XBRL DOCUMENT

Private Placement	10 Months Ended
Private Placement	Dec. 31, 2021
Equity [Abstract]
Private Placement Disclosure	Note 4 — Private Placement Simultaneously with the closing of the Public Offering, the Company’s Sponsor has purchased an aggregate of 11,700,000 Private Placement Warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $11,700,000 in the aggregate. The Private Placement Warrants are identical to the warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

XML 23 R12.htm IDEA: XBRL DOCUMENT

Related Party Transactions	10 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions Disclosure	Note 5 — Related Party Transactions Founder Shares On June 7, 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 5,750,000 shares of the Company’s Class B common stock (the “founder shares”). The number of founder shares outstanding was determined based on the expectation that the total size of the Public Offering would be a maximum of 23,000,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after the Public Offering. The initial stockholders, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; or (2) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the Lock-up. Promissory Note — Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans were non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the Public Offering. At December 31, 2021, no amount was due on the promissory note. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At December 31, 2021, no such Working Capital Loans were outstanding. Administrative Service Fee The Company has entered into an administrative services agreement on the effective date of the registration statement for the Public Offering pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021, the Company incurred and accrued $30,667 and $667 administrative service fee, respectively.

XML 24 R13.htm IDEA: XBRL DOCUMENT

Recurring Fair Value Measurements

10 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Note 6 — Recurring Fair Value Measurements

Investment Held in Trust Account

held-to-maturity

in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.”

Held-to-maturity


	Amortized Cost and Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of December 31, 2021
Cash	$	898	$	—	$	—		$	898
U.S. Treasury Securities		234,617,120		—		(9,623	)		234,607,497

	$	234,618,018	$	—	$	(9,623	)	$	234,608,395

Warrants

At December 31, 2021, the Company’s warrant liability was valued at $11,600,000. Under the guidance in ASC

815-40

the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to

re-measurement

at each balance sheet date. With each

re-measurement,

the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table sets forth by level within the fair value hierarchy the Company’s financial instruments remeasured to fair value on a recurring basis:


	Level 1		Level 2		Level 3
Public Warrants	$	5,750,000	$	—	$	—
Private Placement Warrants		—		5,850,000		—

	$	5,750,000	$	5,850,000	$	—

Measurement

The key inputs into the Binomial Option Pricing Model were as follows at September 28, 2021:


Input	September 28, 2021 (Initial Measurement)
Risk-free interest rate		1.01	%
Expected term (years)		5.2
Expected volatility		13.8	%
Exercise price	$	11.50
Dividend rate		0.0	%

Measurement

The following table provides a reconciliation of changes in the Level 3 fair value classification:


Fair value at March 9, 2021 (inception)	$	—
Initial fair value of September 28, 2021		17,632,000
Public Warrants reclassified to level 1		(5,865,000	)
Private Placement Warrants reclassified to level 2		(5,967,000	)
Change in fair value		(5,800,000	)

Fair v alue at December 31, 2021	$	—

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

XML 25 R14.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies	10 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure	Note 7 — Commitments and Contingencies Registration Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), or $4,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $8,050,000 of the gross proceeds of the Public Offering (including the exercise of the over-allotment option), held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

XML 26 R15.htm IDEA: XBRL DOCUMENT

Stockholders' Equity	10 Months Ended
Stockholders' Equity	Dec. 31, 2021
Stockholders' Equity Attributable to Parent [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	Note 8 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were no shares issued or outstanding excluding 23,000,000 shares of Class A common stock issued or outstanding that are subject to possible redemption. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, executive officers or directors upon conversion of Working Capital Loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

XML 27 R16.htm IDEA: XBRL DOCUMENT

Subsequent Events	10 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

XML 28 R17.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies (Policies)

10 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities

as held-to-maturity in

accordance with FASB ASC Topic 320 “Investments—Debt and Equity

Securities.” Held-to-maturity securities

are those securities which the Company has the ability and intent to hold until

maturity. Held-to-maturity treasury

securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the market value

of held-to-maturity securities

to year-end, forecasted

performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts are amortized or accreted over the life of the

related held-to-maturity security

Concentration of Credit Risk

Deferred Offering Costs

Class A Common Stock Subject to Possible Redemption

in additional paid-in capital, or

Net Loss Per Share of Common Stock


	For the period from March 9, 2021 (inception) through December 31, 2021
	Class A			Class B
Basic and diluted net income per share of common stock:
Numerator:
Allocation of net income	$	4,134,234		$	1,033,558
Deemed dividends		(20,779,982	)		(5,194,995	)
Allocation of net loss and deemed dividends	$	(16,645,748	)	$	(4,161,437	)
Denominator:
Weighted-average shares outstanding		23,000,000			5,750,000
Basic and diluted net loss per share of common stock	$	(0.72	)	$	(0.72	)

Fair Value of Financial Instruments

Fair Value Measurements

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Derivative Financial Instruments

re-valued

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrants

re-measured

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets. Such warrant classification is also subject to

re-evaluation

at each reporting period.

Income Taxes

The Company has identified the United States as its only “major” tax jurisdiction.

The provision for income taxes was deemed to be immaterial for the period from March 9, 2021 (inception) through December 31, 2021.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’ Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU

2020-06”),

2020-06

on December 31, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

XML 29 R18.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies (Tables)

10 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock:


	For the period from March 9, 2021 (inception) through December 31, 2021
	Class A			Class B
Basic and diluted net income per share of common stock:
Numerator:
Allocation of net income	$	4,134,234		$	1,033,558
Deemed dividends		(20,779,982	)		(5,194,995	)
Allocation of net loss and deemed dividends	$	(16,645,748	)	$	(4,161,437	)
Denominator:
Weighted-average shares outstanding		23,000,000			5,750,000
Basic and diluted net loss per share of common stock	$	(0.72	)	$	(0.72	)

XML 30 R19.htm IDEA: XBRL DOCUMENT

Recurring Fair Value Measurements (Tables)

10 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]


	Amortized Cost and Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of December 31, 2021
Cash	$	898	$	—	$	—		$	898
U.S. Treasury Securities		234,617,120		—		(9,623	)		234,607,497

	$	234,618,018	$	—	$	(9,623	)	$	234,608,395

Schedule of Fair Value Measurements, Recurring and Nonrecurring

The following table sets forth by level within the fair value hierarchy the Company’s financial instruments remeasured to fair value on a recurring basis:


	Level 1		Level 2		Level 3
Public Warrants	$	5,750,000	$	—	$	—
Private Placement Warrants		—		5,850,000		—

	$	5,750,000	$	5,850,000	$	—

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The key inputs into the Binomial Option Pricing Model were as follows at September 28, 2021:


Input	September 28, 2021 (Initial Measurement)
Risk-free interest rate		1.01	%
Expected term (years)		5.2
Expected volatility		13.8	%
Exercise price	$	11.50
Dividend rate		0.0	%

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a reconciliation of changes in the Level 3 fair value classification:


Fair value at March 9, 2021 (inception)	$	—
Initial fair value of September 28, 2021		17,632,000
Public Warrants reclassified to level 1		(5,865,000	)
Private Placement Warrants reclassified to level 2		(5,967,000	)
Change in fair value		(5,800,000	)

Fair v alue at December 31, 2021	$	—

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

XML 31 R20.htm IDEA: XBRL DOCUMENT

Organization, Business Operations - Additional Information (Detail) - USD ($)		10 Months Ended
	Sep. 28, 2021	Dec. 31, 2021	Mar. 08, 2021
Proceeds from initial public offering, net of costs		$ 225,400,000
Proceeds from private placement warrants		25,000
Payments to acquire restricted investments	$ 234,600,000	234,600,000
Per share value of restricted assets	$ 10.20
Term of restricted investments	180 days
Cash		1,041,948	$ 0
Net working capital		1,700,000
Redemption Event [Member]
Minimum net worth required for compliance		$ 5,000,001
Maximum [Member]
Period within which Business combination shall be completed from the closing of initial public offer		18 months
Minimum [Member]
Prospective assets of acquiree as a percentage of fair value of assets in the trust account		80.00%
Equity method investment, Ownership percentage		50.00%
Period within which Business combination shall be completed from the closing of initial public offer		15 months
Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants		11,700,000
Lock in period	30 days
Common Class A [Member]
Entity incorporation, Date of incorporation		Mar. 09, 2021
Temporary equity, Par or stated value per share	$ 0.0001
Proceeds from initial public offering, net of costs	$ 230,000,000
Common Class A [Member] \| Private Placement Warrants [Member]
Class of warrant or right, Number of securities called by each warrant or right		1
Class of warrant or right, Exercise price of warrants or rights		$ 11.50
Class of warrant or right issued during period, Warrants, Price per warrant		1.00
Proceeds from private placement warrants		$ 11,700,000
Public Share [Member]
Percentage of public shares to be redeemed in case business combination is not consummated		100.00%
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities		$ 100,000
Share price		$ 10.20
Temporary equity, Liquidation preference per share		$ 10.20
IPO [Member]
Cash deposited in restricted assets for extending business combination completion period, Amount		$ 2,300,000
Cash deposited in restricted assets for extending business combination completion period, Per share value		$ 0.10
Period of extension in business combination completion period		3 months
IPO [Member] \| Common Class A [Member]
Stock issued during period, Shares	23,000,000
Temporary equity, Par or stated value per share	$ 0.0001
Shares issued, Price per share	$ 10.00
Proceeds from initial public offering, net of costs	$ 230,000,000
IPO [Member] \| Warrant [Member] \| Common Class A [Member]
Class of warrant or right, Number of securities called by each warrant or right	1
Class of warrant or right, Exercise price of warrants or rights	$ 11.50
Over-Allotment Option [Member] \| Common Class A [Member]
Stock issued during period, Shares	3,000,000
Private Placement [Member] \| Private Placement Warrants [Member]
Payments for underwriting expense	$ 0
Private Placement [Member] \| Private Placement Warrants [Member] \| Sponsor [Member]
Class of warrant or right issued during period, Warrants	11,700,000
Class of warrant or right issued during period, Warrants, Price per warrant	1.00
Proceeds from private placement warrants	$ 11,700,000

XML 32 R21.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies - Additional Information (Detail) - USD ($)		10 Months Ended
	Sep. 28, 2021	Dec. 31, 2021	Mar. 08, 2021
Cash		$ 1,041,948	$ 0
Cash, FDIC insured amount		250,000
Deferred compensation liability classified noncurrent		8,050,000
Unrecognized tax benefits		0
Unrecognized tax benefits, Income tax penalties and interest accrued		0
Asset held in trust account, Noncurrent		234,618,018
Fair value adjustments of warrants	$ 11,600,000	(6,032,000)
Offering costs allocated to warrants	505,566	$ 505,566
Offering cost allocated to temporary equity	12,634,977
Redemption Event [Member]
Minimum net worth required for compliance	5,000,001
Ipo And Private Placement [Member] \| Warrant [Member]
Total offering costs	13,140,543
Payments for underwriting expense	4,600,000
Deferred compensation liability classified noncurrent	8,050,000
Other offering costs	$ 490,543
Class of warrant or right issued during period, Warrants	23,200,000
Common Class A [Member]
Temporary equity, Shares outstanding	23,000,000	23,000,000
Temporary equity, Redemption price per share		$ 10.20
Temporary equity, Accretion to redemption value, Adjustment	$ 21,374,977
Antidilutive securities excluded from computation of earnings per share, Amount		23,200,000
Common Class A [Member] \| IPO [Member]
Stock issued during period, Shares	23,000,000

XML 33 R22.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail)	10 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Common Class A [Member]
Numerator:
Allocation of net income	$ 4,134,234
Deemed dividends	(20,779,982)
Allocation of net loss and deemed dividends	$ (16,645,748)
Denominator
Weighted-average shares outstanding \| shares	23,000,000
Basic and diluted net loss per share of common stock \| $ / shares	$ (0.72)
Common Class B [Member]
Numerator:
Allocation of net income	$ 1,033,558
Deemed dividends	(5,194,995)
Allocation of net loss and deemed dividends	$ (4,161,437)
Denominator
Weighted-average shares outstanding \| shares	5,750,000
Basic and diluted net loss per share of common stock \| $ / shares	$ (0.72)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

XML 34 R23.htm IDEA: XBRL DOCUMENT

Initial Public Offering Disclosure - Additional Information (Detail) - USD ($)			10 Months Ended
	Dec. 31, 2021	Sep. 28, 2021	Dec. 31, 2021
Proceeds from initial public offering			$ 225,400,000
Number of days after consummation of business combination within which the filing shall be done	15 days
Number of days after the consummation of Business Combination within which securities registration shall be effective	60 days
Temporary Equity, Liquidation Preference	$ 23,000,000		$ 23,000,000
Share Price Equals Or Exceeds Eighteen USD [Member]
Number of days determining share price	3 days
Public Warrants [Member]
Class of warrants, Exercise price adjustment percentage	60.00%		60.00%
Warrants and rights, Outstanding term	5 years		5 years
Class of warrants or rights, Redemption price per warrant	0.01		0.01
Minimum notice period	30 days
Common Class A [Member]
Temporary equity, Par or stated value per share		$ 0.0001
Proceeds from initial public offering		$ 230,000,000
Common Class A [Member] \| Share Price Less Than Nine Point Twenty USD [Member]
Share price	$ 9.20		$ 9.20
Common Class A [Member] \| Share Price Eighteen USD [Member] \| Redemption Price Trigger [Member]
Share price	18.00		18.00
Common Class A [Member] \| Share Price Equals Or Exceeds Eighteen USD [Member]
Share price	$ 18.00		18.00
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Common Class A [Member] \| Public Warrants [Member]
Class of warrant or right, Number of securities called by each warrant or right		1
Class of warrant or right, Exercise price of warrants or rights		$ 11.50
Number of days determining volume weighted average trading price per share	20 days
Common Class A [Member] \| Public Warrants [Member] \| Share Price Less Than Nine Point Twenty USD [Member]
Volume weighted average trading price per share	$ 9.20		$ 9.20
Class of warrants, Exercise price adjustment percentage	115.00%		115.00%
Common Class A [Member] \| Public Warrants [Member] \| Share Price Eighteen USD [Member] \| Redemption Price Trigger [Member]
Class of warrants, Exercise price adjustment percentage	180.00%		180.00%
Common Class A [Member] \| IPO [Member]
Stock issued during period, Shares		23,000,000
Temporary equity, Par or stated value per share		$ 0.0001
Common stock, Conversion basis		Each Unit consists of one Class A common stock of the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company
Shares issued, Price per share		$ 10.00
Proceeds from initial public offering		$ 230,000,000
Common Class A [Member] \| IPO [Member] \| Warrant [Member]
Class of warrant or right, Number of securities called by each warrant or right		1
Class of warrant or right, Exercise price of warrants or rights		$ 11.50

XML 35 R24.htm IDEA: XBRL DOCUMENT

Initial Public Offering - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail)		10 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items]
Gross proceeds from IPO		$ 225,400,000
Proceeds allocated to Public Warrants		(25,000)
Contingently redeemable common stock	$ 234,600,000	234,600,000
Common Stock [Member]
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items]
Gross proceeds from IPO	230,000,000
Proceeds allocated to Public Warrants	(8,740,000)
Common stock issuance costs	(12,634,977)
Accretion of carrying value to redemption value	25,974,977
Contingently redeemable common stock	$ 234,600,000	$ 234,600,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

XML 36 R25.htm IDEA: XBRL DOCUMENT

Private Placement - Additional Information (Detail)	10 Months Ended
Private Placement - Additional Information (Detail)	Dec. 31, 2021 USD ($) $ / shares shares
Proceeds from Issuance of Warrants \| $	$ 25,000
Number of days after which business combination within which securities registration shall be effective	30 days
Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants	11,700,000
Common Class A [Member] \| Private Placement Warrants [Member]
Class of warrant or right issued during period, Warrants, Price per warrant	1.00
Proceeds from Issuance of Warrants \| $	$ 11,700,000
Class of warrant or right, Number of securities called by each warrant or right	1
Class of warrant or right, Exercise price of warrants or rights \| $ / shares	$ 11.50

XML 37 R26.htm IDEA: XBRL DOCUMENT

Related Party Transactions - Additional Information (Detail) - USD ($)				10 Months Ended
	Dec. 31, 2021	Sep. 28, 2021	Jun. 07, 2021	Dec. 31, 2021
Stock issued during period, Value, Issued for services				$ 25,000
administrative service fee, related party	$ 667
Accrued related party costs				30,667
Working Capital Loans [Member]
Debt instrument, Convertible, Carrying amount of equity component	$ 1,500,000			$ 1,500,000
Debt instrument, Convertible, Conversion price	$ 1.00			$ 1.00
Bank overdrafts	$ 0			$ 0
Sponsor [Member] \| Promissory Note [Member]
Debt instrument, Face amount	$ 300,000			$ 300,000
Debt instrument, Maturity date range, End	Dec. 31, 2021
Administration And Support Services [Member] \| Affiliate Of The Sponsor [Member]
Related party transaction, Amounts of transaction		$ 10,000
Founder Shares [Member]
Percentage of outstanding shares after initial public offering	20.00%			20.00%
Lock in period				1 year
Common Class A [Member] \| Founder Shares Transfer Event [Member] \| Share Price Equals Or Exceeds Twelve USD [Member]
Share price	$ 12.00			$ 12.00
Number of trading days determining share price	20 days
Number of consecutive trading days determining share price	30 days
Threshold number of trading days determining share price	150 days
Common Class A [Member] \| IPO [Member]
Stock issued during period, Shares		23,000,000
Common Class A [Member] \| IPO [Member] \| Maximum [Member] \| Expected Event [Member]
Stock issued during period, Shares	23,000,000
Common Class B [Member] \| Founder Shares [Member] \| Sponsor [Member]
Stock issued during period, Value, Issued for services			$ 25,000
Stock issued during period, Shares, Issued for services			5,750,000

XML 38 R27.htm IDEA: XBRL DOCUMENT

Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail)	Dec. 31, 2021 USD ($)
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	$ 5,750,000
Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	5,850,000
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	5,750,000
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	$ 5,850,000

XML 39 R28.htm IDEA: XBRL DOCUMENT

Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail)	Sep. 28, 2021
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	1.01
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.2
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	13.8
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.50
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.0

XML 40 R29.htm IDEA: XBRL DOCUMENT

Recurring Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) - Fair Value, Inputs, Level 3 [Member]	10 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at March 9, 2021 (inception)	$ 0
Initial fair value of September 28, 2021	17,632,000
Public Warrants reclassified to level 1	(5,865,000)
Change in fair value	(5,800,000)
Fair Value at September 30, 2021	0
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Private Placement Warrants reclassified to level 2	$ (5,967,000)

XML 41 R30.htm IDEA: XBRL DOCUMENT

Recurring Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation (Detail)	Dec. 31, 2021 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost and Carrying Value	$ 234,618,018
Gross Unrealized Losses	(9,623)
Fair Value as of December 31, 2021	234,608,395
Cash [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost and Carrying Value	898
Fair Value as of December 31, 2021	898
US Treasury Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Amortized Cost and Carrying Value	234,617,120
Gross Unrealized Losses	(9,623)
Fair Value as of December 31, 2021	$ 234,607,497

XML 42 R31.htm IDEA: XBRL DOCUMENT

Recurring Fair Value Measurements - Additional Information (Detail)	Dec. 31, 2021 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment Held in Trust Account	$ 234,608,395
Warrants and Rights Outstanding	11,600,000
U.S. Money Market [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment Held in Trust Account	898
U.S. Treasury Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment Held in Trust Account	$ 234,617,120

XML 43 R32.htm IDEA: XBRL DOCUMENT

Commitments - Additional Information (Detail)	Dec. 31, 2021 USD ($) Day
Loss Contingencies [Line Items]
Deferred compensation liability classified noncurrent	$ 8,050,000
Registration Rights Agreement [Member]
Loss Contingencies [Line Items]
Number of demands that can be made \| Day	3
Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Percentage of payments for underwriting expense	(2.00%)
Payments for underwriting expense	$ 4,600,000
Percentage of deferred compensation liability classified noncurrent	3.50%
Deferred compensation liability classified noncurrent	$ 8,050,000

XML 44 R33.htm IDEA: XBRL DOCUMENT

Stockholders' Equity - Additional Information (Detail)	10 Months Ended
Stockholders' Equity - Additional Information (Detail)	Dec. 31, 2021 $ / shares shares
Stockholders Equity [Line Items]
Preferred Stock, Shares Authorized	1,000,000
common stock with a par value \| $ / shares	$ 0.0001
Preferred Stock, Shares Issued	0
Common Class A [Member]
Stockholders Equity [Line Items]
Common Stock, Shares Authorized	380,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Temporary Equity, Shares Issued	23,000,000
Temporary Equity, Shares Outstanding	23,000,000
Common Stock, Voting Rights	one
Percentage Of Common Stock Outstanding	20.00%
Common Class B [Member]
Stockholders Equity [Line Items]
Common Stock, Shares Authorized	20,000,000
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001
Common Stock, Shares, Issued	5,750,000
Common Stock, Shares, Outstanding	5,750,000
Common Stock, Voting Rights	one vote

XML 45 d311389d10k_htm.xml IDEA: XBRL DOCUMENT 0001871745 2021-03-09 2021-12-31 0001871745 2021-12-31 0001871745 2021-09-28 2021-09-28 0001871745 2021-09-28 0001871745 2021-12-31 2021-12-31 0001871745 2021-06-30 0001871745 2021-03-08 0001871745 us-gaap:CommonClassAMember 2021-12-31 0001871745 us-gaap:CommonClassBMember 2021-12-31 0001871745 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-12-31 0001871745 srt:MinimumMember 2021-12-31 0001871745 us-gaap:IPOMember 2021-12-31 0001871745 dsaq:PublicShareMember 2021-12-31 0001871745 dsaq:RedemptionEventMember 2021-12-31 0001871745 us-gaap:CommonClassBMember 2021-12-31 0001871745 us-gaap:CommonClassAMember 2021-12-31 0001871745 us-gaap:FairValueInputsLevel3Member 2021-12-31 0001871745 dsaq:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001871745 dsaq:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001871745 dsaq:U.s.TreasurySecuritiesMember 2021-12-31 0001871745 dsaq:U.s.MoneyMarketMember 2021-12-31 0001871745 us-gaap:CommonStockMember 2021-12-31 0001871745 dsaq:SharePriceEqualsOrExceedsEighteenUsdMember us-gaap:CommonClassAMember 2021-12-31 0001871745 dsaq:RedemptionPriceTriggerMember dsaq:SharePriceEighteenUsdMember us-gaap:CommonClassAMember 2021-12-31 0001871745 dsaq:SharePriceLessThanNinePointTwentyUsdMember us-gaap:CommonClassAMember 2021-12-31 0001871745 dsaq:SharePriceLessThanNinePointTwentyUsdMember us-gaap:CommonClassAMember dsaq:PublicWarrantsMember 2021-12-31 0001871745 dsaq:PublicWarrantsMember 2021-12-31 0001871745 dsaq:RedemptionPriceTriggerMember dsaq:SharePriceEighteenUsdMember us-gaap:CommonClassAMember dsaq:PublicWarrantsMember 2021-12-31 0001871745 dsaq:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2021-12-31 0001871745 dsaq:FounderSharesMember 2021-12-31 0001871745 dsaq:FounderSharesTransferEventMember dsaq:SharePriceEqualsOrExceedsTwelveUsdMember us-gaap:CommonClassAMember 2021-12-31 0001871745 dsaq:PromissoryNoteMember dsaq:SponsorMember 2021-12-31 0001871745 dsaq:WorkingCapitalLoansMember 2021-12-31 0001871745 dsaq:UnderwritingAgreementMember 2021-12-31 0001871745 us-gaap:CashMember 2021-12-31 0001871745 us-gaap:USTreasurySecuritiesMember 2021-12-31 0001871745 dsaq:UnitsMember 2021-03-09 2021-12-31 0001871745 us-gaap:WarrantMember 2021-03-09 2021-12-31 0001871745 us-gaap:CommonClassAMember 2021-03-09 2021-12-31 0001871745 us-gaap:CommonClassBMember 2021-03-09 2021-12-31 0001871745 us-gaap:AdditionalPaidInCapitalMember 2021-03-09 2021-12-31 0001871745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-09 2021-12-31 0001871745 us-gaap:RetainedEarningsMember 2021-03-09 2021-12-31 0001871745 dsaq:PrivatePlacementWarrantsMember dsaq:SponsorMember us-gaap:PrivatePlacementMember 2021-03-09 2021-12-31 0001871745 srt:MinimumMember 2021-03-09 2021-12-31 0001871745 srt:MaximumMember 2021-03-09 2021-12-31 0001871745 us-gaap:IPOMember 2021-03-09 2021-12-31 0001871745 us-gaap:FairValueInputsLevel3Member 2021-03-09 2021-12-31 0001871745 us-gaap:FairValueInputsLevel3Member dsaq:PrivatePlacementWarrantsMember 2021-03-09 2021-12-31 0001871745 dsaq:PrivatePlacementWarrantsMember 2021-03-09 2021-12-31 0001871745 dsaq:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2021-03-09 2021-12-31 0001871745 dsaq:FounderSharesMember 2021-03-09 2021-12-31 0001871745 us-gaap:CommonClassAMember 2021-03-09 2021-12-31 0001871745 us-gaap:CommonClassBMember 2021-03-09 2021-12-31 0001871745 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-09-28 2021-09-28 0001871745 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-09-28 2021-09-28 0001871745 us-gaap:CommonClassAMember 2021-09-28 2021-09-28 0001871745 dsaq:PrivatePlacementWarrantsMember dsaq:SponsorMember us-gaap:PrivatePlacementMember 2021-09-28 2021-09-28 0001871745 dsaq:PrivatePlacementWarrantsMember 2021-09-28 2021-09-28 0001871745 dsaq:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2021-09-28 2021-09-28 0001871745 us-gaap:WarrantMember dsaq:IpoAndPrivatePlacementMember 2021-09-28 2021-09-28 0001871745 dsaq:AffiliateOfTheSponsorMember dsaq:AdministrationAndSupportServicesMember 2021-09-28 2021-09-28 0001871745 us-gaap:CommonClassAMember 2021-09-28 0001871745 us-gaap:CommonClassAMember us-gaap:WarrantMember us-gaap:IPOMember 2021-09-28 0001871745 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-09-28 0001871745 dsaq:PrivatePlacementWarrantsMember dsaq:SponsorMember us-gaap:PrivatePlacementMember 2021-09-28 0001871745 us-gaap:WarrantMember dsaq:IpoAndPrivatePlacementMember 2021-09-28 0001871745 dsaq:RedemptionEventMember 2021-09-28 0001871745 us-gaap:MeasurementInputExpectedDividendRateMember 2021-09-28 0001871745 us-gaap:MeasurementInputExercisePriceMember 2021-09-28 0001871745 us-gaap:MeasurementInputPriceVolatilityMember 2021-09-28 0001871745 us-gaap:MeasurementInputExpectedTermMember 2021-09-28 0001871745 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-09-28 0001871745 us-gaap:CommonClassAMember dsaq:PublicWarrantsMember 2021-09-28 0001871745 us-gaap:CommonStockMember 2021-12-31 2021-12-31 0001871745 us-gaap:CommonClassAMember dsaq:PublicWarrantsMember 2021-12-31 2021-12-31 0001871745 dsaq:PublicWarrantsMember 2021-12-31 2021-12-31 0001871745 dsaq:SharePriceEqualsOrExceedsEighteenUsdMember us-gaap:CommonClassAMember 2021-12-31 2021-12-31 0001871745 dsaq:SharePriceEqualsOrExceedsEighteenUsdMember 2021-12-31 2021-12-31 0001871745 dsaq:ExpectedEventMember srt:MaximumMember us-gaap:CommonClassAMember us-gaap:IPOMember 2021-12-31 2021-12-31 0001871745 dsaq:FounderSharesTransferEventMember dsaq:SharePriceEqualsOrExceedsTwelveUsdMember us-gaap:CommonClassAMember 2021-12-31 2021-12-31 0001871745 dsaq:PromissoryNoteMember dsaq:SponsorMember 2021-12-31 2021-12-31 0001871745 dsaq:RegistrationRightsAgreementMember 2021-12-31 2021-12-31 0001871745 dsaq:UnderwritingAgreementMember 2021-12-31 2021-12-31 0001871745 us-gaap:USTreasurySecuritiesMember 2021-12-31 2021-12-31 0001871745 dsaq:SponsorMember us-gaap:CommonClassBMember dsaq:FounderSharesMember 2021-06-07 2021-06-07 0001871745 us-gaap:CommonClassAMember 2022-03-28 0001871745 us-gaap:CommonClassBMember 2022-03-28 0001871745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-08 0001871745 us-gaap:AdditionalPaidInCapitalMember 2021-03-08 0001871745 us-gaap:RetainedEarningsMember 2021-03-08 0001871745 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001871745 us-gaap:RetainedEarningsMember 2021-12-31 0001871745 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001871745 us-gaap:FairValueInputsLevel3Member 2021-03-08 iso4217:USD shares utr:Day pure utr:Month utr:Year iso4217:USD shares false FY Direct Selling Acquisition Corp. 0001871745 --12-31 TX P3M P3M P3M P3D 10-K true 2021-12-31 2021 false 001-40831 DE 86-3676785 5800 Democracy Drive Plano 75024 214 380-6020 Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant DSAQ.U NYSE Class A common stock, par value $0.0001 per share DSAQ NYSE Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share DSAQ.WS NYSE No No Yes Yes Non-accelerated Filer true true false true 0 23000000 5750000 248 GRANT THORNTON LLP Cincinnati, Ohio

1041948

713140

1755088

234618018

236373106

60274

667

36350

97291

11600000

8050000

19747291

23000000

234600000

0.0001

1000000

0.0001

380000000

23000000

0.0001

20000000

5750000

575

-17974760

-17974185

236373106

376682

-376682

505566 22

18018

-6032000

5544474

5167792

23000000

-0.72

5750000

-0.72

5750000

575

24425

25000

11700000

0.20 -4600000 -4600000 -8892000 -8892000 -2832425 -18542552 -21374977

5167792

5750000

575

-17974760

-17974185

5167792

505566

-6032000

18018

713140

60274

667

36350

-992509

234600000

-234600000

25000

225400000

11700000

490543

110000

236634457

1041948

8050000 25974977

<div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 1— Organization, Business Operations </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Direct Selling Acquisition Corp. (the “Company”) is a newly organized, blank check company incorporated as a Delaware corporation on March 9, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">As of December 31 2021, the Company had not commenced operations. All activity for the period from March 9, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Public Offering”). The Company will not generate operating revenues until after the completion of its initial Business Combination, at the earliest. The Company <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">will generate non-operating income in</div> the form of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company’s Sponsor is DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on September 23, 2021 (the “Effective Date”). On September 28, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Stock”), and one-half of one</div> redeemable warrant of the Company (each whole warrant, a “Public Warrant”), with each Public Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000 which is discussed in Note 3. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 11,700,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000. The Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. <div style="letter-spacing: 0px; top: 0px;;display:inline;">No<div style="display:inline;"> </div></div>underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">A total of $234,600,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of signing the agreement to enter into the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Upon the closing of the Public Offering, $10.20 per Unit sold in the Public Offering, including the proceeds of the sale of the Private Placement Warrants, is held in a Trust Account and invested only in U.S. government securities with a maturity of 180 days or less or in money market funds meeting certain conditions <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">under Rule 2a-7 under the</div> Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a <span style="-sec-ix-hidden:hidden41046380">three-month</span> extension $2,300,000 ($0.10 per share)), subject to applicable law, and (iii) the redemption of the public shares properly </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (“Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if we extend the time to complete a business combination by depositing into the Trust Account for a <span style="-sec-ix-hidden:hidden41046381">three month</span> extension $2,300,000 ($0.10 per share)) or with respect to any other material provisions relating to stockholders’ <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">rights or pre-initial Business Combination</div> activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">at a per-share price, payable</div> in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company will have only 15 months from the closing of the Public Offering (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a <span style="-sec-ix-hidden:hidden41046382">three-month</span> extension $2,300,000 ($0.10 per share) or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter) (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">at a per-share price, payable</div> in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The initial stockholders, Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">rights or pre-initial Business Combination</div> activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete its initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate an initial Business Combination as a result of an amendment to the Company’s Charter (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote any founder shares held by them and any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. </div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor did it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. </div></div><div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Emerging Growth Company </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-emerging</div> growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. </div><div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risks and Uncertainties </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Management is continuing to evaluate the impact <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">of the COVID-19 pandemic on</div> the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. </div><div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liquidity and Capital Resources </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Company had approximately $1 million in its operating bank account, and working capital of approximately $1.7 million. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company will have only 15 months from the closing of the Public Offering (December 28, 2022) (or 18 months from the closing of the Public Offering if the Company extends the time to complete a business combination by depositing into the Trust Account for a three-month extension $2,300,000 ($0.10 per share)) or any extended period of time that the Company may have to consummate an initial Business Combination. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div>Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

2021-03-09

23000000

3000000

0.0001

11.50

10.00

230000000

11700000 1.00

11700000

P30D

234600000

0.80

0.50

10.20 P180D P15M P18M 2300000 0.10 1 P15M P18M 2300000 0.10

100000

5000001

P15M P18M 2300000 0.10

100000

10.20

1000000

1700000

<div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 2 — Significant Accounting Policies </div></div></div><div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basis of Presentation </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Use of Estimates </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash and Cash Equivalents </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,041,948 in cash and did not have any cash equivalents as of December 31, 2021. </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Investments Held in Trust Account </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As of December 31, 2021, the Company had $234.6 million in investments held in the Trust Account upon closing of the Public Offering including the proceeds of the sale of the Private Placement Warrants. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">as held-to-maturity in</div></div> accordance with FASB ASC Topic 320 “Investments—Debt and Equity <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Securities.” Held-to-maturity securities</div></div> are those securities which the Company has the ability and intent to hold until <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">maturity. Held-to-maturity treasury</div></div> securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">A decline in the market value <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">of held-to-maturity securities</div></div> below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">to year-end, forecasted</div> performance of the investee, and the general market condition in the geographic area or industry the investee operates in. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Premiums and discounts are amortized or accreted over the life of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">related held-to-maturity security</div></div> as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest earned on trust investments” line item in the statements of operations. Interest income is recognized when earned. </div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Concentration of Credit Risk </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deferred Offering Costs </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the Public Offering. Deferred offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Public Offering, offering costs associated with the Public Warrants and Private Placement Warrants were expensed. Offering costs associated with the Class A common stock were charged to the carrying value of the Redeemable Class A Common Stock. Accordingly, on December 31, 2021, offering costs totaling $13,140,543 (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $490,543 of other offering costs) were recognized, $505,566 of which was allocated to the Public Warrants and Private Placement Warrants and immediately expensed and $12,634,977 was allocated to Redeemable Class A common stock, reducing the carrying amount of such shares reported in temporary equity. </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A Common Stock Subject to Possible Redemption </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As discussed in Note 3, all of the 23,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, on September 28, 2021, 23,000,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.20 per share) at the end of each reporting period. Such changes are reflected <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">in additional paid-in capital, or</div> in the absence of additional capital, in accumulated deficit. On September 28, 2021, the Company recorded an adjustment of $21,374,977 to present the redeemable Class A common stock at redemption value. </div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net Loss Per Share of Common Stock </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock using the two class method. The 23,200,000 shares of potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share of common stock for the period from March 9, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 71%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the period from March 9, 2021</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception) through December 31, 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;">Class A</td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;">Class B</td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income per share of common stock:</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,134,234</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,033,558</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deemed dividends</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(20,779,982</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,194,995</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net loss and deemed dividends</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,645,748</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(4,161,437</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-average shares outstanding</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net loss per share of common stock</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.72</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.72</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> </table> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair Value of Financial Instruments </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. As of December 31, 2021, the Company reported warrants issued at the consummation of its Public Offering at their fair value. </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair Value Measurements </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level l measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: </div></div> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 6pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="border: 0px currentcolor; width: 100%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="page-break-inside: avoid;"> <td style="width: 5%;"> </td> <td style="width: 3%; vertical-align: top;;text-align:left;">•</td> <td style="width: 1%; vertical-align: top;"> </td> <td style="vertical-align: top;;text-align:left;"> <div style="text-align: left; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. </div></div> </td> </tr> </table> <div style="clear: both; max-height: 0px;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Derivative Financial Instruments </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> based on whether or not <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">net-cash</div> settlement or conversion of the instrument could be required within 12 months of the balance sheet date. </div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Warrants </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measured</div> at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. On December 31, 2021, the Company recognized a warrant liability of $11,600,000 to present the Public Warrants and Private Placement Warrants at fair value. The fair value of the warrant liability was estimated using a binomial pricing option model. The valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Derivative warrant liabilities are classified as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> liabilities as their liquidation is not reasonably expected to require the use of current assets. Such warrant classification is also subject to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-evaluation</div> at each reporting period. </div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Income Taxes </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company has identified the United States as its only “major” tax jurisdiction. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The provision for income taxes was deemed to be immaterial for the period from March 9, 2021 (inception) through December 31, 2021. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Recent Accounting Standards </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the FASB issued Accounting Standards Update (“ASU”) <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2020-06,</div> Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’ Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> on December 31, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. </div></div>

<div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basis of Presentation </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). </div></div>

1041948

234600000

250000

<div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deferred Offering Costs </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deferred offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the Public Offering. Deferred offering costs were allocated to the separable financial instruments issued in the Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Public Offering, offering costs associated with the Public Warrants and Private Placement Warrants were expensed. Offering costs associated with the Class A common stock were charged to the carrying value of the Redeemable Class A Common Stock. Accordingly, on December 31, 2021, offering costs totaling $13,140,543 (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $490,543 of other offering costs) were recognized, $505,566 of which was allocated to the Public Warrants and Private Placement Warrants and immediately expensed and $12,634,977 was allocated to Redeemable Class A common stock, reducing the carrying amount of such shares reported in temporary equity. </div></div> 13140543

4600000

8050000

490543 505566 12634977 <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A Common Stock Subject to Possible Redemption </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">As discussed in Note 3, all of the 23,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. Accordingly, on September 28, 2021, 23,000,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. </div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.20 per share) at the end of each reporting period. Such changes are reflected <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">in additional paid-in capital, or</div> in the absence of additional capital, in accumulated deficit. On September 28, 2021, the Company recorded an adjustment of $21,374,977 to present the redeemable Class A common stock at redemption value. </div>

23000000

5000001

23000000

10.20

21374977

23200000

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 71%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="6" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the period from March 9, 2021</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception) through December 31, 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;">Class A</td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"> </td> <td colspan="2" style="vertical-align: bottom;;text-align:center;">Class B</td> <td style="vertical-align: bottom;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income per share of common stock:</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Numerator:</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net income</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">4,134,234</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1,033,558</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Deemed dividends</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(20,779,982</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(5,194,995</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Allocation of net loss and deemed dividends</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(16,645,748</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(4,161,437</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Denominator:</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Weighted-average shares outstanding</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">23,000,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net loss per share of common stock</div></div> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.72</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(0.72</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> </tr> </table>

4134234

1033558

20779982

5194995

-16645748 -4161437

23000000

5750000

-0.72

<div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Derivative Financial Instruments </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> based on whether or not <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">net-cash</div> settlement or conversion of the instrument could be required within 12 months of the balance sheet date. </div>

11600000

<div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Recent Accounting Standards </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">In August 2020, the FASB issued Accounting Standards Update (“ASU”) <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">No. 2020-06,</div> Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’ Own Equity (Subtopic <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40):</div> Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06”),</div> which simplifies accounting for convertible instruments by removing major separation models required under current US GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2020-06</div> on December 31, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. </div></div>

23000000

Each Unit consists of one Class A common stock of the Company, par value $0.0001 per share, and one-half of one redeemable warrant of the Company

0.0001

11.50

10.00

230000000

23000000

230000000

8740000

12634977

25974977

234600000

11.50

9.20

0.60 P20D 9.20 1.15

18.00

1.80

P5Y

P15D P60D 0.01 P30D

18.00

P20D P30D P30D <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 4 — Private Placement </div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Simultaneously with the closing of the Public Offering, the Company’s Sponsor has purchased an aggregate of 11,700,000 Private Placement Warrants, each exercisable to purchase one Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $11,700,000 in the aggregate. The Private Placement Warrants are identical to the warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A Common Stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. </div></div> 11700000

11.50

1.00

11700000

P30D

25000

5750000

23000000

0.20 P1Y

12.00

P20D P30D P150D

300000

2021-12-31

1500000

1.00

10000

30667

667

<div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Note 6 — Recurring Fair Value Measurements </div></div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Investment Held in Trust Account </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">As of December 31, 2021, the investments in the Company’s Trust Account consisted of $898 in cash and $234,617,120 in U.S. Treasury securities. All of the U.S. Treasury securities will mature on March 31, 2022. The Company classifies its United States Treasury securities as <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">held-to-maturity</div></div> in accordance with FASB ASC 320 “Investments — Debt and Equity Securities.” <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Held-to-maturity</div></div> treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. The carrying value approximates the fair value due to its short-term maturity (Level 1). The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: </div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 57%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Cost and</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Carrying Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Losses</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">as of</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">898</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">898</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. Treasury Securities</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,617,120</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(9,623</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,607,497</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,618,018</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(9,623</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,608,395</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Warrants </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">At December 31, 2021, the Company’s warrant liability was valued at $11,600,000. Under the guidance in ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40</div> the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> at each balance sheet date. With each <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement,</div> the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">On November 12, 2021, the Company’s Public Warrants began separately trading from the Class A common stock, included in the Company’s Units, on the New York Stock Exchange (the “NYSE”). The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. </div></div> <div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The terms and conditions of the Company’s Private Placement Warrants are substantially the same as the Company’s Public Warrants. As such, they are economically equivalent and the Company’s warrant liability for the Private Placement Warrants is based on the price of the Company’s Public Warrants. The fair value of the Private Placement Warrants liability is classified within Level 2 of the fair value hierarchy. </div></div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table presents fair value information as of December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. </div></div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table sets forth by level within the fair value hierarchy the Company’s financial instruments remeasured to fair value on a recurring basis: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 77%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;">Level 1</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;">Level 2</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;">Level 3</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public Warrants</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Private Placement Warrants</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,850,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,850,000</td> <td style="vertical-align: bottom; white-space: nowrap; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Measurement </div></div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt; text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company established the initial fair value for the Public Warrants and Private Placement Warrants on September 28, 2021, the date of the consummation of the Company’s Public Offering. The Company used a Binomial Option Pricing Model to value the Public Warrants and Private Placement Warrants. In November 2021, the Company’s Public Warrants began separately trading on the NYSE and consequently were reclassified to a Level 1 valuation. The Company’s Private Placement Warrants are economically equivalent to the Public Warrants. With their valuation based on quoted prices for similar instruments, the Private Placement Warrants were reclassified to a Level 2 valuation. </div></div></div> <div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The key inputs into the Binomial Option Pricing Model were as follows at September 28, 2021: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 81%; font-family: "Times New Roman";"/> <td style="width: 15%; vertical-align: bottom; font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="font-family: "Times New Roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Input</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;">September 28, 2021<br/>(Initial Measurement)</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.01</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (years)</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected volatility</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13.8</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Exercise price</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend rate</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr></table> <div style="font-family: "Times New Roman"; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Measurement </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table provides a reconciliation of changes in the Level 3 fair value classification: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 84%; font-family: "Times New Roman";"/> <td style="width: 6%; vertical-align: bottom; font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/></tr> <tr style="font-family: "Times New Roman"; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value at March 9, 2021 (inception)</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: "Times New Roman"; font-size: 0px; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial fair value of September 28, 2021</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">17,632,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: "Times New Roman"; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public Warrants reclassified to level 1</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(5,865,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Private Placement Warrants reclassified to level 2</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(5,967,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in fair value</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(5,800,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: "Times New Roman"; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair <div style="letter-spacing: 0px; top: 0px;;display:inline;">v</div>alue at December 31, 2021</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr></table>

898

234617120

The carrying value approximates the fair value due to its short-term maturity (Level 1). The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on December 31, 2021 are as follows: <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 57%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amortized</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Cost and</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Carrying Value</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gains</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gross</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Losses</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">as of</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,</div></div><br/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Cash</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">898</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">898</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">U.S. Treasury Securities</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,617,120</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(9,623</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,607,497</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,618,018</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">(9,623</td> <td style="vertical-align: bottom; white-space: nowrap;">) </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">234,608,395</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table>

898

234617120

-9623

234607497

234618018

-9623

234608395

11600000

<div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table sets forth by level within the fair value hierarchy the Company’s financial instruments remeasured to fair value on a recurring basis: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 100%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 77%;"/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 2%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;">Level 1</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;">Level 2</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom: 1pt solid rgb(0, 0, 0);;text-align:center;">Level 3</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public Warrants</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Private Placement Warrants</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,850,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,750,000</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5,850,000</td> <td style="vertical-align: bottom; white-space: nowrap; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px;"/> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom;"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td> </td></tr></table>

5750000

5850000

5750000

5850000

<div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The key inputs into the Binomial Option Pricing Model were as follows at September 28, 2021: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 81%; font-family: "Times New Roman";"/> <td style="width: 15%; vertical-align: bottom; font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="font-family: "Times New Roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Input</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;">September 28, 2021<br/>(Initial Measurement)</td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risk-free interest rate</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">1.01</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected term (years)</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">5.2</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Expected volatility</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">13.8</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Exercise price</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;">$</td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">11.50</td> <td style="vertical-align: bottom; white-space: nowrap;"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Dividend rate</div></div></td> <td style="vertical-align: bottom;"> </td> <td style="vertical-align: bottom; white-space: nowrap;"> </td> <td style="vertical-align: bottom; white-space: nowrap;;text-align:right;">0.0</td> <td style="vertical-align: bottom; white-space: nowrap;">% </td></tr></table>

1.01

5.2

13.8

11.50

0.0

<div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table provides a reconciliation of changes in the Level 3 fair value classification: </div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 68%; font-family: "Times New Roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;"> <tr style="font-size: 0px;"> <td style="width: 84%; font-family: "Times New Roman";"/> <td style="width: 6%; vertical-align: bottom; font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/> <td style="font-family: "Times New Roman";"/></tr> <tr style="font-family: "Times New Roman"; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair value at March 9, 2021 (inception)</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap; font-family: "Times New Roman"; font-size: 0px; background-color: rgb(204, 238, 255);"> </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Initial fair value of September 28, 2021</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">17,632,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: "Times New Roman"; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Public Warrants reclassified to level 1</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(5,865,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Private Placement Warrants reclassified to level 2</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">(5,967,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">) </td></tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top; background-color: rgb(204, 238, 255);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Change in fair value</div></div></td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;">(5,800,000</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgb(204, 238, 255);">) </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-family: "Times New Roman"; font-size: 10pt; break-inside: avoid;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0);"><div style="text-indent: -1em; font-family: "Times New Roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-family: "Times New Roman"; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Fair <div style="letter-spacing: 0px; top: 0px;;display:inline;">v</div>alue at December 31, 2021</div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);">$</td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);;text-align:right;">— </td> <td style="vertical-align: bottom; white-space: nowrap; background-color: rgba(255, 255, 255, 0);"> </td></tr> <tr style="font-size: 1px;"> <td style="vertical-align: bottom; font-family: "Times New Roman"; font-size: 0px; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"><div style="margin-top: 0pt; margin-bottom: 0pt; border-top: 3px double rgb(0, 0, 0); line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></td> <td style="background-color: rgba(255, 255, 255, 0);"> </td></tr></table>

17632000

-5865000

-5967000

-5800000

3 -0.02

4600000

0.035

8050000

1000000

0.0001

380000000

0.0001

one

23000000

20000000

0.0001

one vote

5750000

0.20

EXCEL 46 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 48 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 49 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.1 html 95 210 1 false 48 0 false 7 false false R1.htm 1001 - Document - Cover Page Sheet http://direct.com/role/CoverPage Cover Page Cover 1 false false R2.htm 1002 - Statement - BALANCE SHEET Sheet http://direct.com/role/BalanceSheet BALANCE SHEET Statements 2 false false R3.htm 1003 - Statement - BALANCE SHEET (Parenthetical) Sheet http://direct.com/role/BalanceSheetParenthetical BALANCE SHEET (Parenthetical) Statements 3 false false R4.htm 1004 - Statement - STATEMENT OF OPERATIONS Sheet http://direct.com/role/StatementOfOperations STATEMENT OF OPERATIONS Statements 4 false false R5.htm 1005 - Statement - STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT Sheet http://direct.com/role/StatementOfChangesInStockholdersDeficit STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT Statements 5 false false R6.htm 1006 - Statement - STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) Sheet http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) Statements 6 false false R7.htm 1007 - Statement - STATEMENT OF CASH FLOWS Sheet http://direct.com/role/StatementOfCashFlows STATEMENT OF CASH FLOWS Statements 7 false false R8.htm 1008 - Disclosure - Organization, Business Operations Sheet http://direct.com/role/OrganizationBusinessOperations Organization, Business Operations Notes 8 false false R9.htm 1009 - Disclosure - Significant Accounting Policies Sheet http://direct.com/role/SignificantAccountingPolicies Significant Accounting Policies Notes 9 false false R10.htm 1010 - Disclosure - Initial Public Offering Sheet http://direct.com/role/InitialPublicOffering Initial Public Offering Notes 10 false false R11.htm 1011 - Disclosure - Private Placement Sheet http://direct.com/role/PrivatePlacement Private Placement Notes 11 false false R12.htm 1012 - Disclosure - Related Party Transactions Sheet http://direct.com/role/RelatedPartyTransactions Related Party Transactions Notes 12 false false R13.htm 1013 - Disclosure - Recurring Fair Value Measurements Sheet http://direct.com/role/RecurringFairValueMeasurements Recurring Fair Value Measurements Notes 13 false false R14.htm 1014 - Disclosure - Commitments and Contingencies Sheet http://direct.com/role/CommitmentsAndContingencies Commitments and Contingencies Notes 14 false false R15.htm 1015 - Disclosure - Stockholders' Equity Sheet http://direct.com/role/StockholdersEquity Stockholders' Equity Notes 15 false false R16.htm 1016 - Disclosure - Subsequent Events Sheet http://direct.com/role/SubsequentEvents Subsequent Events Notes 16 false false R17.htm 1017 - Disclosure - Significant Accounting Policies (Policies) Sheet http://direct.com/role/SignificantAccountingPoliciesPolicies Significant Accounting Policies (Policies) Policies http://direct.com/role/SignificantAccountingPolicies 17 false false R18.htm 1018 - Disclosure - Significant Accounting Policies (Tables) Sheet http://direct.com/role/SignificantAccountingPoliciesTables Significant Accounting Policies (Tables) Tables http://direct.com/role/SignificantAccountingPolicies 18 false false R19.htm 1019 - Disclosure - Recurring Fair Value Measurements (Tables) Sheet http://direct.com/role/RecurringFairValueMeasurementsTables Recurring Fair Value Measurements (Tables) Tables http://direct.com/role/RecurringFairValueMeasurements 19 false false R20.htm 1020 - Disclosure - Organization, Business Operations - Additional Information (Detail) Sheet http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail Organization, Business Operations - Additional Information (Detail) Details 20 false false R21.htm 1021 - Disclosure - Significant Accounting Policies - Additional Information (Detail) Sheet http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail Significant Accounting Policies - Additional Information (Detail) Details 21 false false R22.htm 1022 - Disclosure - Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) Sheet http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) Details 22 false false R23.htm 1023 - Disclosure - Initial Public Offering Disclosure - Additional Information (Detail) Sheet http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail Initial Public Offering Disclosure - Additional Information (Detail) Details 23 false false R24.htm 1024 - Disclosure - Initial Public Offering - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail) Sheet http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail Initial Public Offering - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail) Details 24 false false R25.htm 1025 - Disclosure - Private Placement - Additional Information (Detail) Sheet http://direct.com/role/PrivatePlacementAdditionalInformationDetail Private Placement - Additional Information (Detail) Details 25 false false R26.htm 1026 - Disclosure - Related Party Transactions - Additional Information (Detail) Sheet http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail Related Party Transactions - Additional Information (Detail) Details 26 false false R27.htm 1027 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) Sheet http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) Details 27 false false R28.htm 1028 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) Sheet http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) Details 28 false false R29.htm 1029 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) Sheet http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail Recurring Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail) Details 29 false false R30.htm 1030 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation (Detail) Sheet http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail Recurring Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation (Detail) Details 30 false false R31.htm 1031 - Disclosure - Recurring Fair Value Measurements - Additional Information (Detail) Sheet http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail Recurring Fair Value Measurements - Additional Information (Detail) Details 31 false false R32.htm 1032 - Disclosure - Commitments - Additional Information (Detail) Sheet http://direct.com/role/CommitmentsAdditionalInformationDetail Commitments - Additional Information (Detail) Details 32 false false R33.htm 1033 - Disclosure - Stockholders' Equity - Additional Information (Detail) Sheet http://direct.com/role/StockholdersEquityAdditionalInformationDetail Stockholders' Equity - Additional Information (Detail) Details 33 false false All Reports Book All Reports d311389d10k.htm d311389dex311.htm d311389dex312.htm d311389dex321.htm d311389dex322.htm d311389dex45.htm dsaq-20211231.xsd dsaq-20211231_cal.xml dsaq-20211231_def.xml dsaq-20211231_lab.xml dsaq-20211231_pre.xml http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 52 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "d311389d10k.htm": { "axisCustom": 5, "axisStandard": 11, "contextCount": 95, "dts": { "calculationLink": { "local": [ "dsaq-20211231_cal.xml" ] }, "definitionLink": { "local": [ "dsaq-20211231_def.xml" ] }, "inline": { "local": [ "d311389d10k.htm" ] }, "labelLink": { "local": [ "dsaq-20211231_lab.xml" ] }, "presentationLink": { "local": [ "dsaq-20211231_pre.xml" ] }, "schema": { "local": [ "dsaq-20211231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/currency/2021/currency-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd", "https://xbrl.sec.gov/exch/2021/exch-2021.xsd", "https://xbrl.sec.gov/naics/2021/naics-2021.xsd", "https://xbrl.sec.gov/sic/2021/sic-2021.xsd", "https://xbrl.sec.gov/stpr/2021/stpr-2021.xsd" ] } }, "elementCount": 342, "entityCount": 1, "hidden": { "http://direct.com/20211231": 4, "http://xbrl.sec.gov/dei/2021q4": 6, "total": 10 }, "keyCustom": 51, "keyStandard": 159, "memberCustom": 23, "memberStandard": 20, "nsprefix": "dsaq", "nsuri": "http://direct.com/20211231", "report": { "R1": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "1001 - Document - Cover Page", "role": "http://direct.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dsaq:InitialPublicOfferingTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1010 - Disclosure - Initial Public Offering", "role": "http://direct.com/role/InitialPublicOffering", "shortName": "Initial Public Offering", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dsaq:InitialPublicOfferingTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dsaq:PrivatePlacementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1011 - Disclosure - Private Placement", "role": "http://direct.com/role/PrivatePlacement", "shortName": "Private Placement", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "dsaq:PrivatePlacementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1012 - Disclosure - Related Party Transactions", "role": "http://direct.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1013 - Disclosure - Recurring Fair Value Measurements", "role": "http://direct.com/role/RecurringFairValueMeasurements", "shortName": "Recurring Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1014 - Disclosure - Commitments and Contingencies", "role": "http://direct.com/role/CommitmentsAndContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1015 - Disclosure - Stockholders' Equity", "role": "http://direct.com/role/StockholdersEquity", "shortName": "Stockholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1016 - Disclosure - Subsequent Events", "role": "http://direct.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1017 - Disclosure - Significant Accounting Policies (Policies)", "role": "http://direct.com/role/SignificantAccountingPoliciesPolicies", "shortName": "Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "div", "div", "us-gaap:EarningsPerSharePolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1018 - Disclosure - Significant Accounting Policies (Tables)", "role": "http://direct.com/role/SignificantAccountingPoliciesTables", "shortName": "Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:EarningsPerSharePolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "div", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1019 - Disclosure - Recurring Fair Value Measurements (Tables)", "role": "http://direct.com/role/RecurringFairValueMeasurementsTables", "shortName": "Recurring Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Cash", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002 - Statement - BALANCE SHEET", "role": "http://direct.com/role/BalanceSheet", "shortName": "BALANCE SHEET", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:PrepaidExpenseCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1020 - Disclosure - Organization, Business Operations - Additional Information (Detail)", "role": "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "shortName": "Organization, Business Operations - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P09_28_2021To09_28_2021", "decimals": "0", "lang": null, "name": "us-gaap:PaymentsToAcquireRestrictedInvestments", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Cash", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1021 - Disclosure - Significant Accounting Policies - Additional Information (Detail)", "role": "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "shortName": "Significant Accounting Policies - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:ConcentrationRiskCreditRisk", "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:CashFDICInsuredAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:EarningsPerSharePolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1022 - Disclosure - Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail)", "role": "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "shortName": "Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:EarningsPerSharePolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1023 - Disclosure - Initial Public Offering Disclosure - Additional Information (Detail)", "role": "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "shortName": "Initial Public Offering Disclosure - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P12_31_2021To12_31_2021", "decimals": null, "lang": "en-US", "name": "dsaq:NumberOfDaysAfterConsummationOfBusinessCombinationWithinWhichTheFilingShallBeDone", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1024 - Disclosure - Initial Public Offering - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail)", "role": "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail", "shortName": "Initial Public Offering - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "dsaq:InitialPublicOfferingTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P12_31_2021To12_31_2021_CommonStockMemberusgaapStatementEquityComponentsAxis", "decimals": "0", "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceOfWarrants", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1025 - Disclosure - Private Placement - Additional Information (Detail)", "role": "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "shortName": "Private Placement - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "dsaq:PrivatePlacementTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "lang": "en-US", "name": "dsaq:NumberOfDaysAfterWhichBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockIssuedDuringPeriodValueIssuedForServices", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1026 - Disclosure - Related Party Transactions - Additional Information (Detail)", "role": "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "shortName": "Related Party Transactions - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P12_31_2021To12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeLiabilities", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1027 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail)", "role": "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail", "shortName": "Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DerivativeLiabilities", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn09_28_2021_MeasurementInputRiskFreeInterestRateMemberusgaapMeasurementInputTypeAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1028 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail)", "role": "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail", "shortName": "Recurring Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn09_28_2021_MeasurementInputRiskFreeInterestRateMemberusgaapMeasurementInputTypeAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn03_08_2021_FairValueInputsLevel3MemberusgaapFairValueByFairValueHierarchyLevelAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1029 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail)", "role": "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "shortName": "Recurring Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn03_08_2021_FairValueInputsLevel3MemberusgaapFairValueByFairValueHierarchyLevelAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "div", "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003 - Statement - BALANCE SHEET (Parenthetical)", "role": "http://direct.com/role/BalanceSheetParenthetical", "shortName": "BALANCE SHEET (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "INF", "lang": null, "name": "us-gaap:PreferredStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "dsaq:FairValueAmortizedCostAndCarryingValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1030 - Disclosure - Recurring Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation (Detail)", "role": "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "shortName": "Recurring Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "dsaq:FairValueAmortizedCostAndCarryingValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AssetsHeldInTrust", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1031 - Disclosure - Recurring Fair Value Measurements - Additional Information (Detail)", "role": "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail", "shortName": "Recurring Fair Value Measurements - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:WarrantsAndRightsOutstanding", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredCompensationLiabilityClassifiedNoncurrent", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1032 - Disclosure - Commitments - Additional Information (Detail)", "role": "http://direct.com/role/CommitmentsAdditionalInformationDetail", "shortName": "Commitments - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P12_31_2021To12_31_2021_RegistrationRightsAgreementMemberDSAQAgreementAxis", "decimals": "0", "lang": null, "name": "dsaq:NumberOfDemandsThatCanBeMade", "reportCount": 1, "unique": true, "unitRef": "Unit_Day", "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1033 - Disclosure - Stockholders' Equity - Additional Information (Detail)", "role": "http://direct.com/role/StockholdersEquityAdditionalInformationDetail", "shortName": "Stockholders' Equity - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021_CommonClassAMemberDSAQStatementClassOfStockAxisAxis", "decimals": "0", "lang": null, "name": "us-gaap:CommonStockSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingExpenses", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004 - Statement - STATEMENT OF OPERATIONS", "role": "http://direct.com/role/StatementOfOperations", "shortName": "STATEMENT OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingExpenses", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn03_08_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005 - Statement - STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT", "role": "http://direct.com/role/StatementOfChangesInStockholdersDeficit", "shortName": "STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn03_08_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021_CommonClassAMemberusgaapStatementClassOfStockAxis_IPOMemberusgaapSubsidiarySaleOfStockAxis", "decimals": "INF", "first": true, "lang": null, "name": "dsaq:SharesIssuedAdditionalIssuePrice", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006 - Statement - STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)", "role": "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical", "shortName": "STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "PAsOn12_31_2021_CommonClassAMemberusgaapStatementClassOfStockAxis_IPOMemberusgaapSubsidiarySaleOfStockAxis", "decimals": "INF", "first": true, "lang": null, "name": "dsaq:SharesIssuedAdditionalIssuePrice", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1007 - Statement - STATEMENT OF CASH FLOWS", "role": "http://direct.com/role/StatementOfCashFlows", "shortName": "STATEMENT OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": "0", "lang": null, "name": "us-gaap:IncreaseDecreaseInPrepaidExpense", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1008 - Disclosure - Organization, Business Operations", "role": "http://direct.com/role/OrganizationBusinessOperations", "shortName": "Organization, Business Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1009 - Disclosure - Significant Accounting Policies", "role": "http://direct.com/role/SignificantAccountingPolicies", "shortName": "Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "d311389d10k.htm", "contextRef": "P03_09_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 48, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r365", "r366", "r367" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r365", "r366", "r367" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r365", "r366", "r367" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r365", "r366", "r367" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r368" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r378" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationDateOfIncorporation": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Date when an entity was incorporated", "label": "Entity Incorporation, Date of Incorporation", "terseLabel": "Entity incorporation, Date of incorporation" } } }, "localname": "EntityIncorporationDateOfIncorporation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "dateItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r376" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r363" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r377" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r362" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r364" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "dsaq_AdjustmentsToAdditionalPaidInCapitalAndAccumulatedDeficitForEffectOfRemeasurement": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital And Accumulated Deficit For Effect Of Remeasurement", "label": "Adjustments To Additional Paid In Capital And Accumulated Deficit For Effect Of Remeasurement", "terseLabel": "Deemed dividend to Class A stockholders to state the Trust Account at redemption value" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalAndAccumulatedDeficitForEffectOfRemeasurement", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "monetaryItemType" }, "dsaq_AdjustmentsToAdditionalPaidInCapitalForInitialClassificationOfWarrantLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital For Initial Classification Of Warrant Liability", "label": "Adjustments To Additional Paid In Capital For Initial Classification Of Warrant Liability", "terseLabel": "Initial classification of warrant liability - Private Placement Warrants" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalForInitialClassificationOfWarrantLiability", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "monetaryItemType" }, "dsaq_AdjustmentsToRetainedEarningsToAccountForAdditionalIssuePriceForTheUnitsSoldThroughPublicOffering": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Retained Earnings To Account For Additional Issue Price For The Units Sold Through Public Offering", "label": "Adjustments To Retained Earnings To Account For Additional Issue Price For The Units Sold Through Public Offering", "terseLabel": "Deemed dividend to Class A stockholders to provide for the additional $0.20 of funding to the Trust Account" } } }, "localname": "AdjustmentsToRetainedEarningsToAccountForAdditionalIssuePriceForTheUnitsSoldThroughPublicOffering", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "monetaryItemType" }, "dsaq_AdministrationAndSupportServicesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Administration and support services.", "label": "Administration And Support Services [Member]" } } }, "localname": "AdministrationAndSupportServicesMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_AffiliateOfTheSponsorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Affiliate of the sponsor.", "label": "Affiliate Of The Sponsor [Member]" } } }, "localname": "AffiliateOfTheSponsorMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_AgreementAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement.", "label": "Agreement [Axis]" } } }, "localname": "AgreementAxis", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "dsaq_AgreementDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agreement.", "label": "Agreement [Domain]" } } }, "localname": "AgreementDomain", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_AllocationOfNetLossAndDeemedDividends": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Allocation of net loss and deemed dividends.", "label": "Allocation Of Net Loss And Deemed Dividends", "terseLabel": "Allocation of net loss and deemed dividends" } } }, "localname": "AllocationOfNetLossAndDeemedDividends", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "monetaryItemType" }, "dsaq_BankInterestIncome": { "auth_ref": [], "calculation": { "http://direct.com/role/StatementOfOperations": { "order": 5.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Bank Interest Income", "label": "Bank Interest Income" } } }, "localname": "BankInterestIncome", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "dsaq_CashDepositedInRestrictedAssetsForExtendingBusinessCombinationCompletionPeriodAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash deposited in restricted assets for extending business combination completion period, Amount", "label": "Cash deposited in restricted assets for extending business combination completion period, Amount", "terseLabel": "Cash deposited in restricted assets for extending business combination completion period, Amount" } } }, "localname": "CashDepositedInRestrictedAssetsForExtendingBusinessCombinationCompletionPeriodAmount", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "dsaq_CashDepositedInRestrictedAssetsForExtendingBusinessCombinationCompletionPeriodPerShareValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cash deposited in restricted assets for extending business combination completion period, Per share value", "label": "Cash deposited in restricted assets for extending business combination completion period, Per share value", "terseLabel": "Cash deposited in restricted assets for extending business combination completion period, Per share value" } } }, "localname": "CashDepositedInRestrictedAssetsForExtendingBusinessCombinationCompletionPeriodPerShareValue", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "dsaq_ClassACommonStockSubjectToPossibleRedemptionPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A Common stock subject to possible redemption.", "label": "Class A Common Stock Subject To Possible Redemption [Policy Text Block]", "terseLabel": "Class A Common Stock Subject to Possible Redemption" } } }, "localname": "ClassACommonStockSubjectToPossibleRedemptionPolicyTextBlock", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "dsaq_ClassOfWarrantOrRightIssuedDuringPeriodWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class Of Warrant Or Right Issued During Period Warrants", "label": "Class Of Warrant Or Right Issued During Period Warrants", "terseLabel": "Class of warrant or right issued during period, Warrants" } } }, "localname": "ClassOfWarrantOrRightIssuedDuringPeriodWarrants", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "dsaq_ClassOfWarrantOrRightIssuedDuringPeriodWarrants.": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrant or right issued during period, Warrants.", "label": "Class Of Warrant Or Right Issued During Period Warrants.", "terseLabel": "Class of warrant or right issued during period, Warrants" } } }, "localname": "ClassOfWarrantOrRightIssuedDuringPeriodWarrants.", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "dsaq_ClassOfWarrantOrRightIssuedDuringPeriodWarrantsPricePerWarrant": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrant or right issued during period, Warrants, Price per warrant", "label": "Class of warrant or right issued during period, Warrants, Price per warrant", "terseLabel": "Class of warrant or right issued during period, Warrants, Price per warrant" } } }, "localname": "ClassOfWarrantOrRightIssuedDuringPeriodWarrantsPricePerWarrant", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "dsaq_ClassOfWarrantsExercisePriceAdjustmentPercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants exercise price adjustment percentage.", "label": "Class Of Warrants Exercise Price Adjustment Percentage", "terseLabel": "Class of warrants, Exercise price adjustment percentage" } } }, "localname": "ClassOfWarrantsExercisePriceAdjustmentPercentage", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "dsaq_ClassOfWarrantsOrRightsIssuedDuringPeriodWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights issued during period, Warrants", "label": "Class of warrants or rights issued during period, Warrants", "terseLabel": "Class of warrants or rights issued during period, Warrants" } } }, "localname": "ClassOfWarrantsOrRightsIssuedDuringPeriodWarrants", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "sharesItemType" }, "dsaq_ClassOfWarrantsOrRightsRedemptionPricePerWarrant": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights, Redemption price per warrant.", "label": "Class Of Warrants Or Rights Redemption Price Per Warrant", "terseLabel": "Class of warrants or rights, Redemption price per warrant" } } }, "localname": "ClassOfWarrantsOrRightsRedemptionPricePerWarrant", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "dsaq_DeemedDividendToClaaAStockholders": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deemed dividend to claa A stockholders.", "label": "Deemed dividend to claa A stockholders", "verboseLabel": "Deemed dividend to Class A stockholders" } } }, "localname": "DeemedDividendToClaaAStockholders", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "dsaq_DeferredOfferingCostsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred offering costs.", "label": "Deferred Offering Costs [Policy Text Block]", "terseLabel": "Deferred Offering Costs" } } }, "localname": "DeferredOfferingCostsPolicyTextBlock", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "dsaq_DeferredUnderwritingCommissionsPayableChargedToAdditionalPaidInCapital": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Underwriting Commissions Payable Charged To Additional Paid In Capital", "label": "Deferred Underwriting Commissions Payable Charged To Additional Paid In Capital", "terseLabel": "Deferred underwriting commissions payable charged to additional paid in capital" } } }, "localname": "DeferredUnderwritingCommissionsPayableChargedToAdditionalPaidInCapital", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "dsaq_EventAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "event.", "label": "Event [Axis]" } } }, "localname": "EventAxis", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "dsaq_EventBasisAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Event basis.", "label": "Event Basis [Axis]" } } }, "localname": "EventBasisAxis", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "dsaq_EventBasisDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Event basis.", "label": "Event Basis [Domain]" } } }, "localname": "EventBasisDomain", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_EventDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Event.", "label": "Event [Domain]" } } }, "localname": "EventDomain", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_ExpectedEventMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Expected event.", "label": "Expected Event [Member]" } } }, "localname": "ExpectedEventMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_FairValueAmortizedCostAndCarryingValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value Amortized Cost and Carrying Value", "label": "Fair value Amortized Cost and Carrying Value", "terseLabel": "Amortized Cost and Carrying Value" } } }, "localname": "FairValueAmortizedCostAndCarryingValue", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "dsaq_FounderSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Founder shares.", "label": "Founder Shares [Member]" } } }, "localname": "FounderSharesMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_FounderSharesTransferEventMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Founder shares transfer event.", "label": "Founder Shares Transfer Event [Member]" } } }, "localname": "FounderSharesTransferEventMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_InitialPublicOfferingTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Initial public offering.", "label": "Initial Public Offering [Text Block]", "terseLabel": "Initial Public Offering Disclosure" } } }, "localname": "InitialPublicOfferingTextBlock", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOffering" ], "xbrltype": "textBlockItemType" }, "dsaq_IpoAndPrivatePlacementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Ipo and private placement member.", "label": "Ipo And Private Placement [Member]" } } }, "localname": "IpoAndPrivatePlacementMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_LockInPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Lock in period", "label": "Lock in period", "terseLabel": "Lock in period" } } }, "localname": "LockInPeriod", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_MinimumNoticePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum notice period.", "label": "Minimum Notice Period", "terseLabel": "Minimum notice period" } } }, "localname": "MinimumNoticePeriod", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_NetWorkingCapital": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net working capital", "label": "Net working capital", "terseLabel": "Net working capital" } } }, "localname": "NetWorkingCapital", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "dsaq_NumberOfConsecutiveTradingDaysDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of consecutive trading days determining share price.", "label": "Number Of Consecutive Trading Days Determining Share Price", "terseLabel": "Number of consecutive trading days determining share price" } } }, "localname": "NumberOfConsecutiveTradingDaysDeterminingSharePrice", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_NumberOfDaysAfterConsummationOfBusinessCombinationWithinWhichTheFilingShallBeDone": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days after consummation of business combination within which the filing shall be done.", "label": "Number Of Days After Consummation Of Business Combination Within Which The Filing Shall Be Done", "terseLabel": "Number of days after consummation of business combination within which the filing shall be done" } } }, "localname": "NumberOfDaysAfterConsummationOfBusinessCombinationWithinWhichTheFilingShallBeDone", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_NumberOfDaysAfterTheConsummationOfBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days after the consummation of Business Combination within which securities registration shall be effective.", "label": "Number Of Days After The Consummation Of Business Combination Within Which Securities Registration Shall Be Effective", "terseLabel": "Number of days after the consummation of Business Combination within which securities registration shall be effective" } } }, "localname": "NumberOfDaysAfterTheConsummationOfBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_NumberOfDaysAfterWhichBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days after which business combination within which securities registration shall be effective.", "label": "Number Of Days After Which Business Combination Within Which Securities Registration Shall Be Effective", "terseLabel": "Number of days after which business combination within which securities registration shall be effective" } } }, "localname": "NumberOfDaysAfterWhichBusinessCombinationWithinWhichSecuritiesRegistrationShallBeEffective", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_NumberOfDaysDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days determining share price.", "label": "Number Of Days Determining Share Price", "terseLabel": "Number of days determining share price" } } }, "localname": "NumberOfDaysDeterminingSharePrice", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_NumberOfDaysDeterminingVolumeWeightedAverageTradingPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days determining volume weighted average trading price per share.", "label": "Number Of Days Determining Volume Weighted Average Trading Price Per Share", "terseLabel": "Number of days determining volume weighted average trading price per share" } } }, "localname": "NumberOfDaysDeterminingVolumeWeightedAverageTradingPricePerShare", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_NumberOfDemandsThatCanBeMade": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of demands that can be made.", "label": "Number Of Demands That Can Be Made", "terseLabel": "Number of demands that can be made" } } }, "localname": "NumberOfDemandsThatCanBeMade", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "integerItemType" }, "dsaq_NumberOfTradingDaysDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of trading days determining share price.", "label": "Number Of Trading Days Determining Share Price", "terseLabel": "Number of trading days determining share price" } } }, "localname": "NumberOfTradingDaysDeterminingSharePrice", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_OfferingCostAllocatedToTemporaryEquity": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Offering cost allocated to temporary equity.", "label": "Offering Cost Allocated To Temporary Equity", "terseLabel": "Offering cost allocated to temporary equity" } } }, "localname": "OfferingCostAllocatedToTemporaryEquity", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "dsaq_OfferingCostsAllocatedToWarrants": { "auth_ref": [], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Offering Costs Allocated To Warrants", "label": "Offering Costs Allocated To Warrants", "terseLabel": "Offering costs allocated to warrants" } } }, "localname": "OfferingCostsAllocatedToWarrants", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "dsaq_OfferingExpensesRelatedToWarrants": { "auth_ref": [], "calculation": { "http://direct.com/role/StatementOfOperations": { "order": 4.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Offering Expenses Related To Warrants", "label": "Offering Expenses Related To Warrants", "negatedLabel": "Offering costs associated with warrants" } } }, "localname": "OfferingExpensesRelatedToWarrants", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "dsaq_OtherOfferingCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Other offering costs.", "label": "Other Offering Costs", "terseLabel": "Other offering costs" } } }, "localname": "OtherOfferingCosts", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "dsaq_PaymentOfDeferredOfferingCosts": { "auth_ref": [], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payment Of Deferred Offering Costs", "label": "Payment Of Deferred Offering Costs", "negatedLabel": "Payment of deferred offering costs" } } }, "localname": "PaymentOfDeferredOfferingCosts", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "dsaq_PerShareValueOfRestrictedAssets": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share value of restricted assets", "label": "Per share value of restricted assets", "terseLabel": "Per share value of restricted assets" } } }, "localname": "PerShareValueOfRestrictedAssets", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "dsaq_PercentageOfCommonStockOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of common stock outstanding.", "label": "Percentage Of Common Stock Outstanding" } } }, "localname": "PercentageOfCommonStockOutstanding", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "dsaq_PercentageOfDeferredCompensationLiabilityClassifiedNoncurrent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred compensation liability classified noncurrent.", "label": "Percentage Of Deferred Compensation Liability Classified Noncurrent", "terseLabel": "Percentage of deferred compensation liability classified noncurrent" } } }, "localname": "PercentageOfDeferredCompensationLiabilityClassifiedNoncurrent", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "dsaq_PercentageOfOutstandingSharesAfterInitialPublicOffering": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of outstanding shares after initial public offering.", "label": "Percentage Of Outstanding Shares After Initial Public Offering", "terseLabel": "Percentage of outstanding shares after initial public offering" } } }, "localname": "PercentageOfOutstandingSharesAfterInitialPublicOffering", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "dsaq_PercentageOfPaymentsForUnderwritingExpense": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of payments for underwriting expense.", "label": "Percentage Of Payments For Underwriting Expense", "terseLabel": "Percentage of payments for underwriting expense" } } }, "localname": "PercentageOfPaymentsForUnderwritingExpense", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "dsaq_PercentageOfPublicSharesToBeRedeemedInCaseBusinessCombinationIsNotConsummated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of public shares to be redeemed in case business combination is not consummated", "label": "Percentage of public shares to be redeemed in case business combination is not consummated", "terseLabel": "Percentage of public shares to be redeemed in case business combination is not consummated" } } }, "localname": "PercentageOfPublicSharesToBeRedeemedInCaseBusinessCombinationIsNotConsummated", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "dsaq_PeriodOfExtensionInBusinessCombinationCompletionPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of extension in business combination completion period", "label": "Period of extension in business combination completion period", "terseLabel": "Period of extension in business combination completion period" } } }, "localname": "PeriodOfExtensionInBusinessCombinationCompletionPeriod", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_PeriodWithinWhichBusinessCombinationShallBeCompletedFromTheClosingOfInitialPublicOffer": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period within which Business combination shall be completed from the closing of initial public offer", "label": "Period within which Business combination shall be completed from the closing of initial public offer", "terseLabel": "Period within which Business combination shall be completed from the closing of initial public offer" } } }, "localname": "PeriodWithinWhichBusinessCombinationShallBeCompletedFromTheClosingOfInitialPublicOffer", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_PrivatePlacementTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement.", "label": "Private Placement [Text Block]", "terseLabel": "Private Placement Disclosure" } } }, "localname": "PrivatePlacementTextBlock", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/PrivatePlacement" ], "xbrltype": "textBlockItemType" }, "dsaq_PrivatePlacementWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private Placement Warrants", "label": "Private Placement Warrants [Member]" } } }, "localname": "PrivatePlacementWarrantsMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "domainItemType" }, "dsaq_PromissoryNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Promissory Note", "label": "Promissory Note [Member]" } } }, "localname": "PromissoryNoteMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_ProspectiveAssetsOfAcquireeAsAPercentageOfFairValueOfAssetsInTheTrustAccount": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospective assets of acquiree as a percentage of fair value of assets in the trust account", "label": "Prospective assets of acquiree as a percentage of fair value of assets in the trust account", "terseLabel": "Prospective assets of acquiree as a percentage of fair value of assets in the trust account" } } }, "localname": "ProspectiveAssetsOfAcquireeAsAPercentageOfFairValueOfAssetsInTheTrustAccount", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "dsaq_PublicShareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public Share", "label": "Public Share [Member]" } } }, "localname": "PublicShareMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_PublicWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public warrants.", "label": "Public Warrants [Member]" } } }, "localname": "PublicWarrantsMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "domainItemType" }, "dsaq_RedemptionEventMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Redemption event member.", "label": "Redemption Event [Member]" } } }, "localname": "RedemptionEventMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_RedemptionPriceTriggerMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Redemption price trigger.", "label": "Redemption Price Trigger [Member]" } } }, "localname": "RedemptionPriceTriggerMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_RegistrationRightsAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Registration rights agreement.", "label": "Registration Rights Agreement [Member]" } } }, "localname": "RegistrationRightsAgreementMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_ScheduleOfEarningsPerShareBasicAndDilutedLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Earnings Per Share Basic And Diluted.", "label": "Schedule Of Earnings Per Share Basic And Diluted [Line Items]" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedLineItems", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "stringItemType" }, "dsaq_ScheduleOfEarningsPerShareBasicAndDilutedTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Earnings Per Share Basic And Diluted.", "label": "Schedule Of Earnings Per Share Basic And Diluted [Table]" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTable", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "stringItemType" }, "dsaq_ScheduleOfReconciliationOfCommonStockReflectedInTheBalanceSheetLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of reconciliation of common stock reflected in the balance sheet.", "label": "Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items]" } } }, "localname": "ScheduleOfReconciliationOfCommonStockReflectedInTheBalanceSheetLineItems", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail" ], "xbrltype": "stringItemType" }, "dsaq_ScheduleOfReconciliationOfCommonStockReflectedInTheBalanceSheetTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of reconciliation of common stock reflected in the balance sheet.", "label": "Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Table]" } } }, "localname": "ScheduleOfReconciliationOfCommonStockReflectedInTheBalanceSheetTable", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail" ], "xbrltype": "stringItemType" }, "dsaq_SharePriceEighteenUsdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share price eighteen USD.", "label": "Share Price Eighteen USD [Member]" } } }, "localname": "SharePriceEighteenUsdMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_SharePriceEqualsOrExceedsEighteenUsdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share price equals or exceeds eighteen USD.", "label": "Share Price Equals Or Exceeds Eighteen USD [Member]" } } }, "localname": "SharePriceEqualsOrExceedsEighteenUsdMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_SharePriceEqualsOrExceedsTwelveUsdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share price equals or exceeds twelve USD.", "label": "Share Price Equals Or Exceeds Twelve USD [Member]" } } }, "localname": "SharePriceEqualsOrExceedsTwelveUsdMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_SharePriceLessThanNinePointTwentyUsdMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share price less than nine point twenty USD.", "label": "Share Price Less Than Nine Point Twenty USD [Member]" } } }, "localname": "SharePriceLessThanNinePointTwentyUsdMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_SharePriceRangeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share price range.", "label": "Share Price Range [Axis]" } } }, "localname": "SharePriceRangeAxis", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "dsaq_SharePriceRangeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share price range.", "label": "Share Price Range [Domain]" } } }, "localname": "SharePriceRangeDomain", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_SharesIssuedAdditionalIssuePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shares issued, Additional issue price", "label": "Shares issued, Additional issue price", "terseLabel": "Shares issued, Additional issue price" } } }, "localname": "SharesIssuedAdditionalIssuePrice", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "sharesItemType" }, "dsaq_SponsorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sponsor", "label": "Sponsor [Member]" } } }, "localname": "SponsorMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "domainItemType" }, "dsaq_StatementClassOfStockAxisAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement Class Of Stock Axis [Axis]" } } }, "localname": "StatementClassOfStockAxisAxis", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "dsaq_StatementClassOfStockDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement Class Of Stock [Domain]" } } }, "localname": "StatementClassOfStockDomain", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_StockholdersEquityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders Equity [Line Items]" } } }, "localname": "StockholdersEquityLineItems", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "dsaq_TermOfRestrictedInvestments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term of restricted investments", "label": "Term of restricted investments", "terseLabel": "Term of restricted investments" } } }, "localname": "TermOfRestrictedInvestments", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_ThresholdNumberOfTradingDaysDeterminingSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold number of trading days determining share price.", "label": "Threshold Number Of Trading Days Determining Share Price", "terseLabel": "Threshold number of trading days determining share price" } } }, "localname": "ThresholdNumberOfTradingDaysDeterminingSharePrice", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "dsaq_TotalOfferingCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total Offering Costs.", "label": "Total Offering Costs", "terseLabel": "Total offering costs" } } }, "localname": "TotalOfferingCosts", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "dsaq_U.s.MoneyMarketMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "U.S. money market.", "label": "U.S. Money Market [Member]" } } }, "localname": "U.s.MoneyMarketMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_U.s.TreasurySecuritiesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "U.S. treasury securities.", "label": "U.S. Treasury Securities [Member]" } } }, "localname": "U.s.TreasurySecuritiesMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_UnderwritingAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Underwriting agreement.", "label": "Underwriting Agreement [Member]" } } }, "localname": "UnderwritingAgreementMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "dsaq_UnitsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Units.", "label": "Units [Member]" } } }, "localname": "UnitsMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "dsaq_VolumeWeightedAverageTradingPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Volume weighted average trading price per share.", "label": "Volume Weighted Average Trading Price Per Share", "terseLabel": "Volume weighted average trading price per share" } } }, "localname": "VolumeWeightedAverageTradingPricePerShare", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "dsaq_WarrantsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrants.", "label": "Warrants [Policy Text Block]", "terseLabel": "Warrants" } } }, "localname": "WarrantsPolicyTextBlock", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "dsaq_WorkingCapitalLoansMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Working Capital Loans", "label": "Working Capital Loans [Member]" } } }, "localname": "WorkingCapitalLoansMember", "nsuri": "http://direct.com/20211231", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_CommonTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common [Table]" } } }, "localname": "CommonTable", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "stringItemType" }, "srt_DistributionOfAssetsLiabilitiesAndStockholdersEquityTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Distribution of Assets, Liabilities and Stockholders' Equity [Table]" } } }, "localname": "DistributionOfAssetsLiabilitiesAndStockholdersEquityTable", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r167", "r178", "r206", "r207", "r287", "r288", "r289", "r290", "r291", "r292", "r311", "r341", "r342", "r360", "r361" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r167", "r178", "r206", "r207", "r287", "r288", "r289", "r290", "r291", "r292", "r311", "r341", "r342", "r360", "r361" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r167", "r178", "r196", "r206", "r207", "r287", "r288", "r289", "r290", "r291", "r292", "r311", "r341", "r342", "r360", "r361" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r167", "r178", "r196", "r206", "r207", "r287", "r288", "r289", "r290", "r291", "r292", "r311", "r341", "r342", "r360", "r361" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r1", "r64", "r65", "r66", "r67", "r68", "r69", "r70", "r71", "r72", "r74", "r75", "r76", "r77", "r78", "r79", "r92", "r124", "r125", "r212", "r223", "r236", "r237", "r238", "r239", "r343", "r344", "r345", "r346", "r347", "r348", "r349", "r350", "r351", "r352", "r379", "r380" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r1", "r64", "r65", "r66", "r67", "r68", "r69", "r70", "r71", "r72", "r74", "r75", "r76", "r77", "r78", "r79", "r92", "r124", "r125", "r212", "r223", "r236", "r237", "r238", "r239", "r343", "r344", "r345", "r346", "r347", "r348", "r349", "r350", "r351", "r352", "r379", "r380" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r23" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 9.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "verboseLabel": "Accrued offering costs and expenses" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r64", "r65", "r66", "r209", "r210", "r211", "r237" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r164", "r191", "r193" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Sale of 11,700,000 Private Placement Warrants" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income to net cash used in operating activities" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r90" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from computation of earnings per share, Amount" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r90" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r90" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r59", "r107", "r109", "r113", "r122", "r151", "r152", "r153", "r155", "r156", "r157", "r158", "r159", "r160", "r162", "r163", "r225", "r227", "r257", "r275", "r277", "r326", "r334" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "verboseLabel": "Assets:" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r6", "r8", "r28", "r59", "r122", "r151", "r152", "r153", "r155", "r156", "r157", "r158", "r159", "r160", "r162", "r163", "r225", "r227", "r257", "r275", "r277" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsHeldInTrust": { "auth_ref": [ "r56" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount of cash and securities held by third party trustees pursuant to terms of debt instruments or other agreements as of the date of each statement of financial position presented, which can be used by the trustee only to pay the noncurrent portion of specified obligations.", "label": "Assets Held-in-trust", "terseLabel": "Investment Held in Trust Account", "verboseLabel": "Fair Value as of December 31, 2021" } } }, "localname": "AssetsHeldInTrust", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsHeldInTrustNoncurrent": { "auth_ref": [ "r56" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited.", "label": "Assets Held-in-trust, Noncurrent", "terseLabel": "Asset held in trust account, Noncurrent", "verboseLabel": "Investments held in Trust Account" } } }, "localname": "AssetsHeldInTrustNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_BankOverdrafts": { "auth_ref": [ "r23", "r150" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of payments made in excess of existing cash balances, which will be honored by the bank but reflected as a loan to the entity. Overdrafts generally have a very short time frame for correction or repayment and are therefore more similar to short-term bank financing than trade financing.", "label": "Bank Overdrafts", "verboseLabel": "Bank overdrafts" } } }, "localname": "BankOverdrafts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Cash": { "auth_ref": [ "r19", "r277", "r353", "r354" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash", "periodEndLabel": "Cash, end of the period", "periodStartLabel": "Cash, beginning of the period", "terseLabel": "Cash", "verboseLabel": "Cash" } } }, "localname": "Cash", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease": { "auth_ref": [], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.", "label": "Cash and Cash Equivalents, Period Increase (Decrease)", "totalLabel": "Net change in cash" } } }, "localname": "CashAndCashEquivalentsPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r10", "r54", "r325" ], "lang": { "en-us": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Investments Held in Trust Account" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsUnrestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r54" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents with respect to unrestricted balances.", "label": "Cash and Cash Equivalents, Unrestricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsUnrestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashFDICInsuredAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.", "label": "Cash, FDIC Insured Amount", "terseLabel": "Cash, FDIC insured amount" } } }, "localname": "CashFDICInsuredAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Supplemental disclosure of\u00a0non-cash\u00a0flow financing activities:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_CashMember": { "auth_ref": [ "r10" ], "lang": { "en-us": { "role": { "documentation": "Currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits.", "label": "Cash [Member]" } } }, "localname": "CashMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r57", "r59", "r82", "r83", "r84", "r87", "r89", "r95", "r96", "r97", "r122", "r151", "r156", "r157", "r158", "r162", "r163", "r176", "r177", "r180", "r184", "r257", "r369" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/CoverPage", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical", "http://direct.com/role/StatementOfOperations" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightAxis": { "auth_ref": [ "r194", "r208" ], "lang": { "en-us": { "role": { "documentation": "Information by type of warrant or right issued.", "label": "Class of Warrant or Right [Axis]" } } }, "localname": "ClassOfWarrantOrRightAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months.", "label": "Class of Warrant or Right [Domain]" } } }, "localname": "ClassOfWarrantOrRightDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r192" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Class of warrant or right, Exercise price of warrants or rights" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.", "label": "Class of Warrant or Right, Number of Securities Called by Each Warrant or Right", "terseLabel": "Class of warrant or right, Number of securities called by each warrant or right" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r26", "r140", "r328", "r337" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "verboseLabel": "Commitments and Contingencies (Note 7)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r137", "r138", "r139", "r147", "r359" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies Disclosure" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Common Class A [Member]" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/CoverPage", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical", "http://direct.com/role/StatementOfOperations", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/CoverPage", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit", "http://direct.com/role/StatementOfOperations", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockConversionBasis": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Description of basis for conversion of convertible common stock.", "label": "Common Stock, Conversion Basis", "terseLabel": "Common stock, Conversion basis" } } }, "localname": "CommonStockConversionBasis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r64", "r65", "r237" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r14", "r191" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r14", "r277" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 14.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "verboseLabel": "Common stock in value" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommonStockVotingRights": { "auth_ref": [ "r192" ], "lang": { "en-us": { "role": { "documentation": "Description of voting rights of common stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.", "label": "Common Stock, Voting Rights" } } }, "localname": "CommonStockVotingRights", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r100", "r333" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent": { "auth_ref": [ "r170" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying amount of the equity component of convertible debt which may be settled in cash upon conversion.", "label": "Debt Instrument, Convertible, Carrying Amount of Equity Component", "terseLabel": "Debt instrument, Convertible, Carrying amount of equity component" } } }, "localname": "DebtInstrumentConvertibleCarryingAmountOfTheEquityComponent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r166", "r171" ], "lang": { "en-us": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Debt Instrument, Convertible, Conversion Price", "terseLabel": "Debt instrument, Convertible, Conversion price" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r165", "r172", "r173", "r265", "r266", "r267" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Debt instrument, Face amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentMaturityDateRangeEnd1": { "auth_ref": [ "r25" ], "lang": { "en-us": { "role": { "documentation": "Latest date the outstanding debt instruments are required to be repaid, in YYYY-MM-DD format.", "label": "Debt Instrument, Maturity Date Range, End", "terseLabel": "Debt instrument, Maturity date range, End" } } }, "localname": "DebtInstrumentMaturityDateRangeEnd1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "dateItemType" }, "us-gaap_DeferredCompensationLiabilityClassifiedNoncurrent": { "auth_ref": [], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 11.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable beyond one year (or the operating cycle, if longer).", "label": "Deferred Compensation Liability, Classified, Noncurrent", "terseLabel": "Deferred compensation liability classified noncurrent", "verboseLabel": "Deferred underwriters' discount" } } }, "localname": "DeferredCompensationLiabilityClassifiedNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/CommitmentsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r29", "r30", "r31", "r254" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilitiesNoncurrent": { "auth_ref": [ "r29" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 10.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability, Noncurrent", "verboseLabel": "Warrant liability" } } }, "localname": "DerivativeLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r62", "r230", "r231", "r232", "r233", "r234" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Financial Instruments" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Dividends": { "auth_ref": [ "r193", "r332" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid cash, stock, and paid-in-kind (PIK) dividends declared, for example, but not limited to, common and preferred stock.", "label": "Dividends", "negatedLabel": "Deemed dividends" } } }, "localname": "Dividends", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToRelatedPartiesCurrent": { "auth_ref": [ "r20", "r60", "r154", "r156", "r157", "r161", "r162", "r163", "r271" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).", "label": "Due to Related Parties, Current", "verboseLabel": "Due to related party" } } }, "localname": "DueToRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareBasicAndDiluted": { "auth_ref": [ "r88" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Basic and Diluted", "terseLabel": "Basic and diluted net loss per share of common stock" } } }, "localname": "EarningsPerShareBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAndDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share, Basic and Diluted [Abstract]", "terseLabel": "Denominator" } } }, "localname": "EarningsPerShareBasicAndDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r39", "r69", "r70", "r72", "r73", "r74", "r82", "r87", "r88", "r89", "r92", "r93", "r238", "r239", "r330", "r339" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Basic and diluted net loss per share" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r90", "r91" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Loss Per Share of Common Stock" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r0", "r35", "r36", "r37", "r64", "r65", "r66", "r68", "r75", "r78", "r94", "r123", "r191", "r193", "r209", "r210", "r211", "r222", "r223", "r237", "r258", "r259", "r260", "r261", "r262", "r263", "r343", "r344", "r345", "r380" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/CoverPage", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r121" ], "lang": { "en-us": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Equity method investment, Ownership percentage" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_FairValueAdjustmentOfWarrants": { "auth_ref": [ "r52", "r174" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://direct.com/role/StatementOfOperations": { "order": 7.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.", "label": "Fair Value Adjustment of Warrants", "negatedLabel": "Change in fair value of warrant liability", "terseLabel": "Fair value adjustments of warrants", "verboseLabel": "Change in fair value of warrant liability" } } }, "localname": "FairValueAdjustmentOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows", "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r240", "r241", "r242", "r251" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock": { "auth_ref": [ "r240", "r241", "r242", "r250", "r251" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.", "label": "Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]", "terseLabel": "Schedule of Fair Value Measurements, Recurring and Nonrecurring" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Schedule of Fair Value Measurement Inputs and Valuation Techniques" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss": { "auth_ref": [ "r248" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) recognized in income from asset measured at fair value on recurring basis using unobservable input (level 3) and still held.", "label": "Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss)", "terseLabel": "Gross Unrealized Losses" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisChangeInUnrealizedGainLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain": { "auth_ref": [ "r245" ], "lang": { "en-us": { "role": { "documentation": "Class of asset.", "label": "Asset Class [Domain]" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "auth_ref": [ "r245", "r251" ], "lang": { "en-us": { "role": { "documentation": "Schedule of information required and determined to be provided for purposes of reconciling beginning and ending balances of fair value measurements of assets using significant unobservable inputs (level 3). Such reconciliation, separately presenting changes during the period, at a minimum, may include, but is not limited to: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income, and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.", "label": "Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table]" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "auth_ref": [ "r245", "r251" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.", "label": "Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]" } } }, "localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByAssetClassAxis": { "auth_ref": [ "r240", "r251" ], "lang": { "en-us": { "role": { "documentation": "Information by class of asset.", "label": "Asset Class [Axis]" } } }, "localname": "FairValueByAssetClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r240", "r255", "r256" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r168", "r172", "r173", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r205", "r241", "r284", "r285", "r286" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r249" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Disclosures" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r168", "r197", "r198", "r203", "r205", "r241", "r284" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r168", "r172", "r173", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r205", "r241", "r286" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "auth_ref": [ "r245", "r251" ], "lang": { "en-us": { "role": { "documentation": "Schedule of information required and determined to be provided for purposes of reconciling beginning and ending balances of fair value measurements of liabilities using significant unobservable inputs (level 3). Separately presenting changes during the period, attributable to: (1) total gains or losses for the period (realized and unrealized) and location reported in the statement of income (or activities); (2) purchases, sales, issuances, and settlements (net); (3) transfers in and/or out of Level 3.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "auth_ref": [ "r245", "r251" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]", "terseLabel": "Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationLiabilityTransfersOutOfLevel3": { "auth_ref": [ "r247" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of transfers of financial instrument classified as a liability out of level 3 of the fair value hierarchy.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Liability, Transfers out of Level 3", "terseLabel": "Public Warrants reclassified to level 1" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationLiabilityTransfersOutOfLevel3", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetTransfersIntoLevel3": { "auth_ref": [ "r247" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of transfer of financial instrument classified as an asset into level 3 of the fair value hierarchy.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Transfers Into Level 3", "terseLabel": "Private Placement Warrants reclassified to level 2" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisAssetTransfersIntoLevel3", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues": { "auth_ref": [ "r246" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of issuances of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances", "terseLabel": "Initial fair value of September 28, 2021" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease": { "auth_ref": [ "r245" ], "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)", "terseLabel": "Change in fair value" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": { "auth_ref": [ "r245" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value", "periodEndLabel": "Fair Value at September\u00a030, 2021", "periodStartLabel": "Fair value at March\u00a09, 2021 (inception)" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r168", "r172", "r173", "r197", "r198", "r199", "r200", "r201", "r202", "r203", "r205", "r284", "r285", "r286" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r252", "r253" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r116", "r117", "r118", "r119", "r120", "r126", "r127", "r128", "r129", "r130", "r131", "r132", "r133", "r134", "r169", "r189", "r235", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r289", "r290", "r291", "r292", "r293", "r294", "r295", "r296", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r304", "r305", "r306", "r307", "r308", "r309", "r310", "r369", "r370", "r371", "r372", "r373", "r374", "r375" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r34", "r214", "r215", "r218", "r219", "r220", "r221" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilities": { "auth_ref": [ "r51" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.", "label": "Increase (Decrease) in Accrued Liabilities", "terseLabel": "Accrued offering costs and expenses" } } }, "localname": "IncreaseDecreaseInAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedTaxesPayable": { "auth_ref": [ "r51" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period of all taxes owed but not paid, including income, property and other taxes.", "label": "Increase (Decrease) in Accrued Taxes Payable", "terseLabel": "Taxes payable" } } }, "localname": "IncreaseDecreaseInAccruedTaxesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDueToRelatedPartiesCurrent": { "auth_ref": [ "r51" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations to be paid to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management; an entity and its principal owners, management, or member of their immediate families, affiliates, or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Due to Related Parties, Current", "terseLabel": "Due to related party" } } }, "localname": "IncreaseDecreaseInDueToRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in current assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInPrepaidExpense": { "auth_ref": [ "r51" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.", "label": "Increase (Decrease) in Prepaid Expense", "negatedLabel": "Prepaid assets" } } }, "localname": "IncreaseDecreaseInPrepaidExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r41", "r106" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://direct.com/role/StatementOfOperations": { "order": 6.0, "parentTag": "us-gaap_NonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "negatedLabel": "Interest earned on investments held in Trust Account", "terseLabel": "Interest on Trust investments" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows", "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r22", "r59", "r110", "r122", "r151", "r152", "r153", "r156", "r157", "r158", "r159", "r160", "r162", "r163", "r226", "r227", "r228", "r257", "r275", "r276" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r18", "r59", "r122", "r257", "r277", "r327", "r336" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total Liabilities, Redeemable Common Stock and Stockholders' Deficit" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "verboseLabel": "Liabilities, Redeemable Common Stock and Stockholders' Deficit" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r24", "r59", "r122", "r151", "r152", "r153", "r156", "r157", "r158", "r159", "r160", "r162", "r163", "r226", "r227", "r228", "r257", "r275", "r276", "r277" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesFairValueDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Fair Value Disclosure [Abstract]" } } }, "localname": "LiabilitiesFairValueDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementsRecurringAndNonrecurringDetail" ], "xbrltype": "stringItemType" }, "us-gaap_LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities": { "auth_ref": [ "r3" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of estimated accrued costs to dispose of assets or other items expected to be sold in liquidation.", "label": "Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities", "terseLabel": "Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities" } } }, "localname": "LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r140", "r141", "r142", "r143", "r144", "r145", "r146", "r148", "r149" ], "lang": { "en-us": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputExercisePriceMember": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using agreed upon price for exchange of underlying asset.", "label": "Measurement Input, Exercise Price [Member]" } } }, "localname": "MeasurementInputExercisePriceMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedDividendRateMember": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using expected dividend rate to be paid to holder of share per year.", "label": "Measurement Input, Expected Dividend Rate [Member]" } } }, "localname": "MeasurementInputExpectedDividendRateMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedTermMember": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.", "label": "Measurement Input, Expected Term [Member]" } } }, "localname": "MeasurementInputExpectedTermMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputRiskFreeInterestRateMember": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate on instrument with zero risk of financial loss.", "label": "Measurement Input, Risk Free Interest Rate [Member]" } } }, "localname": "MeasurementInputRiskFreeInterestRateMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r243" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MinimumNetWorthRequiredForCompliance": { "auth_ref": [ "r355", "r356", "r357", "r358" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of minimum net worth required for mortgage banking as defined by regulatory framework.", "label": "Banking Regulation, Mortgage Banking, Net Worth, Minimum", "terseLabel": "Minimum net worth required for compliance" } } }, "localname": "MinimumNetWorthRequiredForCompliance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r48" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash flows from financing activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r48" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash flows from investing activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r48", "r50", "r53" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash flows from operating activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r2", "r32", "r33", "r37", "r38", "r53", "r59", "r67", "r69", "r70", "r72", "r73", "r77", "r78", "r85", "r107", "r108", "r111", "r112", "r114", "r122", "r151", "r152", "r153", "r156", "r157", "r158", "r159", "r160", "r162", "r163", "r239", "r257", "r329", "r338" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://direct.com/role/StatementOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net income", "totalLabel": "Net income" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows", "http://direct.com/role/StatementOfChangesInStockholdersDeficit", "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r69", "r70", "r72", "r73", "r80", "r81", "r86", "r89", "r107", "r108", "r111", "r112", "r114" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Allocation of net income" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasicAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Income (Loss) Available to Common Stockholders, Basic [Abstract]", "terseLabel": "Numerator:" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Standards" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncatastrophicEventAxis": { "auth_ref": [ "r340" ], "lang": { "en-us": { "role": { "documentation": "Information by type of noncatastrophic event causing change in the insurer's provision.", "label": "Noncatastrophic Event [Axis]" } } }, "localname": "NoncatastrophicEventAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_NoncatastrophicEventDomain": { "auth_ref": [ "r340" ], "lang": { "en-us": { "role": { "documentation": "Noncatastrophic event causing change in the insurer's provision.", "label": "Noncatastrophic Event [Domain]" } } }, "localname": "NoncatastrophicEventDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_NonoperatingIncomeExpense": { "auth_ref": [ "r42" ], "calculation": { "http://direct.com/role/StatementOfOperations": { "order": 3.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).", "label": "Nonoperating Income (Expense)", "totalLabel": "Total other income" } } }, "localname": "NonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Nonoperating Income (Expense) [Abstract]", "terseLabel": "Other income (loss)" } } }, "localname": "NonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://direct.com/role/StatementOfOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "terseLabel": "Formation and operating costs" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r107", "r108", "r111", "r112", "r114" ], "calculation": { "http://direct.com/role/StatementOfOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock": { "auth_ref": [ "r4", "r229" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.", "label": "Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]", "terseLabel": "Organization, Business Operations" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperations" ], "xbrltype": "textBlockItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForUnderwritingExpense": { "auth_ref": [ "r49" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash paid for expenses incurred during underwriting activities (the process to review insurance applications, evaluate risks, accept or reject applications, and determine the premiums to be charged) for insurance companies.", "label": "Payments for Underwriting Expense", "terseLabel": "Payments for underwriting expense" } } }, "localname": "PaymentsForUnderwritingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/CommitmentsAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r47" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedLabel": "Common stock issuance costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireRestrictedInvestments": { "auth_ref": [ "r43" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire investments (not to include restricted cash) that are pledged or subject to withdrawal restrictions.", "label": "Payments to Acquire Restricted Investments", "negatedLabel": "Principal deposited in Trust Account", "verboseLabel": "Payments to acquire restricted investments" } } }, "localname": "PaymentsToAcquireRestrictedInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r13", "r176" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "common stock with a par value" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r13", "r176" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r13", "r277" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 16.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "verboseLabel": "Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r5", "r7", "r135", "r136" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Expense, Current", "verboseLabel": "Prepaid expenses" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrivatePlacementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts.", "label": "Private Placement [Member]" } } }, "localname": "PrivatePlacementMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r44" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "definitionGuidance": "Proceeds from initial public offering", "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds from initial public offering, net of costs", "verboseLabel": "Gross proceeds from IPO" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPrivatePlacement": { "auth_ref": [ "r44" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.", "label": "Proceeds from Issuance of Private Placement", "terseLabel": "Proceed from private placement" } } }, "localname": "ProceedsFromIssuanceOfPrivatePlacement", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r44" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "negatedLabel": "Proceeds allocated to Public Warrants", "terseLabel": "Proceeds from private placement warrants", "verboseLabel": "Proceeds from Issuance of Warrants" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromRelatedPartyDebt": { "auth_ref": [ "r45" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.", "label": "Proceeds from Related Party Debt", "terseLabel": "Proceeds from issuance of promissory note to related party" } } }, "localname": "ProceedsFromRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyCosts": { "auth_ref": [ "r40", "r60", "r154", "r156", "r157", "r161", "r162", "r163" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.", "label": "Related Party Costs", "terseLabel": "Accrued related party costs" } } }, "localname": "RelatedPartyCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r204", "r270", "r271" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAmountsOfTransaction": { "auth_ref": [ "r270", "r272" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of transactions with related party during the financial reporting period.", "label": "Related Party Transaction, Amounts of Transaction", "terseLabel": "Related party transaction, Amounts of transaction" } } }, "localname": "RelatedPartyTransactionAmountsOfTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r204", "r270", "r271", "r272" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r204" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of selling, general and administrative expenses resulting from transactions, excluding transactions that are eliminated in consolidated or combined financial statements, with related party.", "label": "Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party", "terseLabel": "administrative service fee, related party" } } }, "localname": "RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r204", "r270", "r272", "r313", "r314", "r315", "r316", "r317", "r318", "r319", "r320", "r321", "r322", "r323", "r324" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r268", "r269", "r271", "r273", "r274" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions Disclosure" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfRelatedPartyDebt": { "auth_ref": [ "r46" ], "calculation": { "http://direct.com/role/StatementOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates.", "label": "Repayments of Related Party Debt", "negatedLabel": "Repayment of promissory note to related party" } } }, "localname": "RepaymentsOfRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r15", "r193", "r212", "r277", "r335", "r347", "r352" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 15.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "verboseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r0", "r64", "r65", "r66", "r68", "r75", "r78", "r123", "r209", "r210", "r211", "r222", "r223", "r237", "r343", "r345" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfCollaborativeArrangementsAndNoncollaborativeArrangementTransactionsTable": { "auth_ref": [ "r224" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about collaborative arrangement and arrangement other than collaborative applicable to revenue-generating activity or operations.", "label": "Collaborative Arrangement and Arrangement Other than Collaborative [Table]" } } }, "localname": "ScheduleOfCollaborativeArrangementsAndNoncollaborativeArrangementTransactionsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Earnings Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "terseLabel": "Share price", "verboseLabel": "Share price" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesIssuedPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share or per unit amount of equity securities issued.", "label": "Shares Issued, Price Per Share", "terseLabel": "Shares issued, Price per share" } } }, "localname": "SharesIssuedPricePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Balance ending ,shares", "periodStartLabel": "Balance Begining, shares" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r55", "r63" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r12", "r13", "r14", "r57", "r59", "r82", "r83", "r84", "r87", "r89", "r95", "r96", "r97", "r122", "r151", "r156", "r157", "r158", "r162", "r163", "r176", "r177", "r180", "r184", "r191", "r257", "r369" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/CoverPage", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical", "http://direct.com/role/StatementOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r0", "r27", "r35", "r36", "r37", "r64", "r65", "r66", "r68", "r75", "r78", "r94", "r123", "r191", "r193", "r209", "r210", "r211", "r222", "r223", "r237", "r258", "r259", "r260", "r261", "r262", "r263", "r343", "r344", "r345", "r380" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/CoverPage", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows", "http://direct.com/role/StatementOfChangesInStockholdersDeficit", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical", "http://direct.com/role/StatementOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r64", "r65", "r66", "r94", "r312" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfCashFlows", "http://direct.com/role/StatementOfChangesInStockholdersDeficit", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.", "label": "Stock Issued During Period, Shares, Issued for Services", "terseLabel": "Class\u00a0B common stock issued to founders- Shares", "verboseLabel": "Stock issued during period, Shares, Issued for services" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r13", "r14", "r191", "r193" ], "lang": { "en-us": { "role": { "definitionGuidance": "Stock issued during period, Shares", "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "verboseLabel": "Stock issued during period, Shares" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.", "label": "Stock Issued During Period, Value, Issued for Services", "terseLabel": "Stock issued during period, Value, Issued for services", "verboseLabel": "Class\u00a0B common stock issued to founders" } } }, "localname": "StockIssuedDuringPeriodValueIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r14", "r16", "r17", "r59", "r115", "r122", "r257", "r277" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 13.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Balance end", "periodStartLabel": "Balance Begining", "totalLabel": "Total Stockholders' Deficit" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/StatementOfChangesInStockholdersDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "verboseLabel": "Stockholders' Deficit:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r58", "r177", "r179", "r180", "r181", "r182", "r183", "r184", "r185", "r186", "r187", "r188", "r190", "r193", "r195" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StockholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r264", "r279" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r264", "r279" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r278", "r280" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/PrivatePlacementAdditionalInformationDetail", "http://direct.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StatementOfChangesInStockholdersDeficitParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_TaxesPayableCurrent": { "auth_ref": [ "r21" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Taxes Payable, Current", "verboseLabel": "Franchise taxes payable" } } }, "localname": "TaxesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityAccretionToRedemptionValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of accretion of temporary equity to its redemption value during the period.", "label": "Temporary Equity, Accretion to Redemption Value", "terseLabel": "Accretion of carrying value to redemption value" } } }, "localname": "TemporaryEquityAccretionToRedemptionValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityAccretionToRedemptionValueAdjustment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease to net income for accretion of temporary equity to its redemption value to derive net income apportioned to common stockholders.", "label": "Temporary Equity, Accretion to Redemption Value, Adjustment", "terseLabel": "Temporary equity, Accretion to redemption value, Adjustment" } } }, "localname": "TemporaryEquityAccretionToRedemptionValueAdjustment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r151", "r156", "r157", "r158", "r162", "r163" ], "calculation": { "http://direct.com/role/BalanceSheet": { "order": 12.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "terseLabel": "Contingently redeemable common stock", "verboseLabel": "Redeemable Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.20" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheet", "http://direct.com/role/InitialPublicOfferingSummaryOfReconciliationOfCommonStockReflectedInTheBalanceSheetDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityLiquidationPreference": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate liquidation preference (or restrictions) of stock classified as temporary equity that has a preference in involuntary liquidation considerably in excess of the par or stated value of the shares. The liquidation preference is the difference between the preference in liquidation and the par or stated values of the share. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Liquidation Preference", "terseLabel": "Temporary Equity, Liquidation Preference" } } }, "localname": "TemporaryEquityLiquidationPreference", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityLiquidationPreferencePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The per share liquidation preference (or restrictions) of stock classified as temporary equity that has a preference in involuntary liquidation considerably in excess of the par or stated value of the shares. The liquidation preference is the difference between the preference in liquidation and the par or stated values of the share. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Liquidation Preference Per Share", "terseLabel": "Temporary equity, Liquidation preference per share" } } }, "localname": "TemporaryEquityLiquidationPreferencePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquityParOrStatedValuePerShare": { "auth_ref": [ "r9", "r175" ], "lang": { "en-us": { "role": { "documentation": "Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable.", "label": "Temporary Equity, Par or Stated Value Per Share", "terseLabel": "Temporary equity, Par or stated value per share" } } }, "localname": "TemporaryEquityParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquityRedemptionPricePerShare": { "auth_ref": [ "r9", "r175" ], "lang": { "en-us": { "role": { "documentation": "Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Redemption Price Per Share", "terseLabel": "Temporary equity, Redemption price per share" } } }, "localname": "TemporaryEquityRedemptionPricePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquitySharesIssued": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Issued" } } }, "localname": "TemporaryEquitySharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquitySharesOutstanding": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Outstanding", "terseLabel": "Temporary equity, Shares outstanding" } } }, "localname": "TemporaryEquitySharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/BalanceSheetParenthetical", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail", "http://direct.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r116", "r117", "r118", "r119", "r120", "r169", "r189", "r235", "r281", "r282", "r283", "r284", "r285", "r286", "r287", "r288", "r289", "r290", "r291", "r292", "r293", "r294", "r295", "r296", "r297", "r298", "r299", "r300", "r301", "r302", "r303", "r304", "r305", "r306", "r307", "r308", "r309", "r310", "r369", "r370", "r371", "r372", "r373", "r374", "r375" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail", "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_USTreasurySecuritiesMember": { "auth_ref": [ "r61", "r197", "r205", "r331" ], "lang": { "en-us": { "role": { "documentation": "This category includes information about debt securities issued by the United States Department of the Treasury and backed by the United States government. Such securities primarily consist of treasury bills (short-term maturities - one year or less), treasury notes (intermediate term maturities - two to ten years), and treasury bonds (long-term maturities - ten to thirty years).", "label": "US Treasury Securities [Member]" } } }, "localname": "USTreasurySecuritiesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r213", "r217" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r216" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "terseLabel": "Unrecognized tax benefits, Income tax penalties and interest accrued" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r98", "r99", "r101", "r102", "r103", "r104", "r105" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/CoverPage", "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail", "http://direct.com/role/OrganizationBusinessOperationsAdditionalInformationDetail", "http://direct.com/role/SignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantsAndRightsOutstanding": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.", "label": "Warrants and Rights Outstanding", "terseLabel": "Warrants and Rights Outstanding" } } }, "localname": "WarrantsAndRightsOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_WarrantsAndRightsOutstandingMeasurementInput": { "auth_ref": [ "r244" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur.", "label": "Warrants and Rights Outstanding, Measurement Input" } } }, "localname": "WarrantsAndRightsOutstandingMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/RecurringFairValueMeasurementsSummaryOfFairValueMeasurementInputsAndValuationTechniquesDetail" ], "xbrltype": "decimalItemType" }, "us-gaap_WarrantsAndRightsOutstandingTerm": { "auth_ref": [ "r244" ], "lang": { "en-us": { "role": { "documentation": "Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Warrants and Rights Outstanding, Term", "terseLabel": "Warrants and rights, Outstanding term" } } }, "localname": "WarrantsAndRightsOutstandingTerm", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/InitialPublicOfferingDisclosureAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).", "label": "Weighted Average Number of Shares Outstanding, Basic and Diluted", "terseLabel": "Weighted-average shares outstanding", "verboseLabel": "Weighted Average Number of Shares Outstanding" } } }, "localname": "WeightedAverageNumberOfShareOutstandingBasicAndDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://direct.com/role/SignificantAccountingPoliciesScheduleOfEarningsPerShareBasicAndDilutedDetail", "http://direct.com/role/StatementOfOperations" ], "xbrltype": "sharesItemType" } }, "unitCount": 7 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=d3e27232-111563" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "http://asc.fasb.org/extlink&oid=123581744&loc=SL120269820-111563" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "http://asc.fasb.org/extlink&oid=123583765&loc=SL75117539-209714" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r139": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14394-108349" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14453-108349" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14472-108349" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349" }, "r147": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12021-110248" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=124440162&loc=d3e12053-110248" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=99376301&loc=d3e1243-112600" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466302&loc=d3e4724-112606" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031898-161870" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=109262497&loc=d3e20148-110875" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775" }, "r195": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "808", "URI": "http://asc.fasb.org/extlink&oid=6931272&loc=SL5834143-161434" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r229": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579240-113959" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41638-113959" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=125515794&loc=d3e41675-113959" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123477628&loc=d3e90205-114008" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "2C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=SL7498348-110258" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19279-110258" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13279-108611" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13467-108611" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13476-108611" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r274": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122625-111746" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=95464943&loc=SL35686261-199414" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=125521744&loc=d3e122739-111746" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "320", "Subparagraph": "(b)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599081&loc=d3e62557-112803" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123345438&loc=d3e61044-112788" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=118262064&loc=SL116631418-115840" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=118262064&loc=SL116631419-115840" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r362": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r363": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r364": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r365": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r366": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r367": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r368": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r369": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r370": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)" }, "r371": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)" }, "r372": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)" }, "r373": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)" }, "r374": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)" }, "r375": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)" }, "r376": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r377": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405" }, "r378": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(01)", "Topic": "848" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r4": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18726-107790" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(b))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(ii)(A))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r63": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6787-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=SL124452830-107794" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(27)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" } }, "version": "2.1" } ZIP 53 0001193125-22-086774-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001193125-22-086774-xbrl.zip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�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end