Sierra Lake Acquisition (SIER) 10-Q 17 Nov 21 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	8 Months Ended
	Sep. 30, 2021	Nov. 16, 2021
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	SIERRA LAKE ACQUISITION CORP.
Entity Central Index Key	0001844135
Entity File Number	001-40803
Entity Incorporation, State or Country Code	DE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Address, State or Province	IL
Document Quarterly Report	true
Document Transition Report	false
Entity Tax Identification Number	86-1765431
Entity Address, Address Line One	625 West Adams Street
Entity Address, City or Town	Chicago
Entity Address, Postal Zip Code	60661
City Area Code	331
Local Phone Number	305-4319
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		30,000,000
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the Units
Trading Symbol	SIER
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		8,625,000
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	SIERU
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share, included as part of the Units
Trading Symbol	SIERW
Security Exchange Name	NASDAQ

Condensed Balance Sheet

Condensed Balance Sheet	Sep. 30, 2021USD ($)
Current assets:
Cash	$ 1,503,570
Prepaid expenses	25,350
Total Current Assets	1,528,920
Marketable securities held in Trust Account	301,482,707
TOTAL ASSETS	303,011,627
Current liabilities:
Accrued expenses	25,316
Accrued offering costs	6,180
Total Current Liabilities	31,496
Warrant liabilities	17,540,000
Deferred underwriting fee payable	15,000,000
TOTAL LIABILITIES	32,571,496
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 30,000,000 shares at redemption value	301,482,707
Stockholders' Deficit
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(31,043,439)
Total Stockholders' Deficit	(31,042,576)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	303,011,627
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption, 30,000,000 shares at redemption value	301,482,707
Stockholders' Deficit
Common Stock, Value, Issued
Common Class B [Member]
Stockholders' Deficit
Common Stock, Value, Issued	$ 863	[1]
[1]	Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares		Sep. 30, 2021	Jan. 29, 2021
Preferred stock par or stated value per share		$ 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		30,000,000
Common stock par or stated value per share		$ 0.0001
Common stock shares authorized		300,000,000
Common Class B [Member]
Common stock par or stated value per share	[1]	$ 0.0001
Common stock shares authorized	[1]	30,000,000
Common stock, shares, issued	[1]	8,625,000
Common stock shares outstanding	[1]	8,625,000
Common stock shares subject to forfeiture		1,125,000	1,125,000
[1]	Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended	8 Months Ended
		Sep. 30, 2021	Sep. 30, 2021
Operating and formation costs		$ 27,899	$ 29,078
Loss from operations		(27,899)	(29,078)
Other income (expense):
Interest earned on marketable securities held in Trust Account		2,399	2,399
Unrealized loss on marketable securities held in Trust Account		(19,692)	(19,692)
Other expense relating to fair value exceeding amount paid for warrants		(1,425,000)	(1,425,000)
Change in fair value of warrant liabilities		9,435,000	9,435,000
Transaction costs associated with the Initial Public Offering		(2,531,494)	(2,531,494)
Other income, net		5,461,213	5,461,213
Net income		5,433,314	5,432,135
Common Class A [Member]
Other income (expense):
Net income		$ 1,975,751	$ 954,294
Basic and diluted weighted average shares outstanding		4,285,714	1,598,361
Basic and diluted net income per common share		$ 0.46	$ 0.60
Common Class B [Member]
Other income (expense):
Net income		$ 3,457,563	$ 4,477,841
Basic and diluted weighted average shares outstanding	[1]	7,500,000	7,500,000
Basic and diluted net income per common share		$ 0.46	$ 0.60
[1]	Excluded an aggregate of 1,125,000 shares subject to forfeiture at September 30, 2021 (see Note 5).

Condensed Statements of Opera_2

Condensed Statements of Operations (Parenthetical) - shares	Sep. 30, 2021	Jan. 29, 2021
Common Class B [Member]
Common stock shares subject to forfeiture	1,125,000	1,125,000

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' (Deficit) Equity - USD ($)	Total	Common Class A [Member]	Common Class B [Member]	Common Stock [Member]Common Class A [Member]	Common Stock [Member]Common Class B [Member]	Additional Paid-in Capital	Accumulated Deficit	Sponsor [Member]	Sponsor [Member]Additional Paid-in Capital
Beginning Balance at Jan. 25, 2021	$ 0			$ 0	$ 0	$ 0	$ 0
Beginning Balance (Share) at Jan. 25, 2021				0	0
Issuance of Class B common stock to Sponsor	25,000				$ 863	24,137
Issuance of Class B common stock to Sponsor(Share)					8,625,000
Net loss	(1,078)						(1,078)
Ending Balance at Mar. 31, 2021	23,922				$ 863	24,137	(1,078)
Ending Balance (Share) at Mar. 31, 2021					8,625,000
Beginning Balance at Jan. 25, 2021	0			$ 0	$ 0	0	0
Beginning Balance (Share) at Jan. 25, 2021				0	0
Net loss	5,432,135	$ 954,294	$ 4,477,841
Offering costs charged to operations in connection with Founder Shares allocated to anchor investors		20,331,551
Ending Balance at Sep. 30, 2021	(31,042,576)			$ 0	$ 863	0	(31,043,439)
Ending Balance (Share) at Sep. 30, 2021				0	8,625,000
Beginning Balance at Mar. 31, 2021	23,922				$ 863	24,137	(1,078)
Beginning Balance (Share) at Mar. 31, 2021					8,625,000
Net loss	(101)						(101)
Ending Balance at Jun. 30, 2021	23,821				$ 863	24,137	(1,179)
Ending Balance (Share) at Jun. 30, 2021					8,625,000
Net loss	5,433,314	$ 1,975,751	$ 3,457,563				5,433,314
Accretion of Class A common stock to shares subject to possible redemption	(37,864,258)					(1,388,684)	(36,475,574)
Offering costs charged to operations in connection with Founder Shares allocated to anchor investors								$ 1,364,547	$ 1,364,547
Ending Balance at Sep. 30, 2021	$ (31,042,576)			$ 0	$ 863	$ 0	$ (31,043,439)
Ending Balance (Share) at Sep. 30, 2021				0	8,625,000

Condensed Statements of Chang_2

Condensed Statements of Changes in Stockholders' (Deficit) Equity (Parenthetical) - shares	Sep. 30, 2021	Jan. 29, 2021
Common Class B [Member]
Common stock shares subject to forfeiture	1,125,000	1,125,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	8 Months Ended
	Sep. 30, 2021USD ($)
Cash Flows from Operating Activities:
Net income	$ 5,432,135
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrants liabilities	(9,435,000)
Other expense relating to fair value exceeding amount paid for warrants	1,425,000
Transaction costs allocable to warrant liabilities	2,531,494
Interest earned on marketable securities held in Trust Account	(2,399)
Unrealized loss on marketable securities held in Trust Account	19,692
Changes in operating assets and liabilities:
Prepaid expenses	(25,350)
Accrued expenses	25,316
Net cash used in operating activities	(29,112)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(301,500,000)
Net cash used in investing activities	(301,500,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	294,000,000
Proceeds from sale of Private Placement Warrants	9,500,000
Advances to related party	832
Repayment of advances to related party	(832)
Proceeds from promissory note – related party	162,164
Repayment of promissory note – related party	(162,164)
Payment of offering costs	(467,318)
Net cash provided by financing activities	303,032,682
Net Change in Cash	1,503,570
Cash – Beginning of period
Cash – End of period	1,503,570
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	6,180
Offering costs paid by Sponsor in exchange for the issuance of Founder Shares	25,000
Initial classification of common stock subject to possible redemption	301,500,000
Change in value of common stock subject to possible redemption	(17,293)
Deferred underwriting fee payable	$ 15,000,000

Description of Organization and

Description of Organization and Business Operations	8 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of organization and business operations	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Sierra Lake Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on January 26, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2021, the Company had not yet commenced any operations. All activity for the period January 26, 2021 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 14, 2021. On September 17, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Sierra Lake Sponsor LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (referred to as “Cantor”), the representative of the underwriters, generating gross proceeds of $9,500,000, which is described in Note 4. Transaction costs amounted to $21,498,498, consisting of $6,000,000 of underwriting fees, $15,000,000 of deferred underwriting fees and $498,498 of other offering costs. Following the closing of the Initial Public Offering on September 17, 2021, an amount of $301,500,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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 it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.05 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the anchor investors (as defined below in Note 3) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Initial transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation 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% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until December 17, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a 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 The Sponsor and anchor investors have agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Public Share or (2) 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 $10.05 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 monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The anchor investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Amended and Restated Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (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 the initial Business Combination within the Combination Period), see Note 5. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19

Summary of Significant Accounti

Summary of Significant Accounting Policies	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X e The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on September 17, 2021, as well as the Company’s Current Report on Form 8-K, 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 independent registered public accounting firm 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s 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 revenues and 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly 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 did not have any cash equivalents as of September 30, 2021. Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its 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 are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity 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 at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (16,050,000 ) Class A common stock issuance costs (20,331,551 ) Plus: Accretion of carrying value to redemption value 37,864,258 Class A common stock subject to possible redemption $ 301,482,707 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating were expensed to the statements of operations and included in transaction costs at the IPO. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 re-measurement Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 amounts accrued for interest and penalties as of September 30, 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 is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded stock price of the Company for the entire period. The warrants are exercisable to purchase Three Months Ended For the period from January 26, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 1,975,751 $ 3,457,563 $ 954,294 $ 4,477,841 Denominator: Basic and diluted weighted average shares outstanding 4,285,714 7,500,000 1,598,361 7,500,000 Basic and diluted net income per common share $ 0.46 $ 0.46 $ 0.60 $ 0.60 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of c a Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). 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. 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 1 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. 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”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current net-cash 2 Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Initial Public Offering

Initial Public Offering	8 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-half

Private Placement

Private Placement	8 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 9,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,500,000, in a private placement. The Sponsor purchased 6,500,000 Private Placement Warrants and Cantor purchased 3,000,000 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	8 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 29, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of Class B common stock (the “Founder Shares”). The Founder Shares include an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (1) the one year anniversary of the closing of a Business Combination or (B) subsequent to a Business Combination, (1) if the sale price of the Class A common stock 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 Subject to each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Initial Public Offering the Sponsor sold an aggregate of 1,875,000 Founder Shares (187,500 Founder Shares to each anchor investor that expressed an interest in purchasing up to 2,990,000 Units and 93,750 Founder Shares to each anchor investor that expressed an interest in purchasing up to 1,495,000 Units) to the anchor investors at their original purchase price. The Company estimated the aggregate fair value of these Founder Shares attributable to the anchor investors to be $15,656,250, or $8.35 per share. The fair value of the Founder Shares were valued using a binomial/lattice model. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related to the Founder Shares amounted to $15,565,250, of which $14,291,703 were initially charged to temporary equity then accreted to common stock subject to redemption upon the completion of the Initial Public Offering and Administrative Services Agreement The Company entered into an agreement, commencing on September 14, 2021, to pay the Sponsor a total of up to $10,000 per month, for up to 15 months, for office space, utilities, secretarial and administrative support. Upon completion of a Business Combination or a liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2021 and for the period from January 26, 2021 (inception) through September 30, 2021, the Company did not incur any fees for these services. Promissory Note — Related Party On February 1, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be r e

Commitments

Commitments	8 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on September 17, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company will grant the underwriter a 45-day The underwriters are entitled to a deferred fee of (i) 5.0% of the gross proceeds of the initial 30,000,000 Units sold in the Initial Public Offering, or $15,000,000, and (ii) 7.0% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $3,150,000. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	8 Months Ended
	Sep. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted

Warrants

Warrants	8 Months Ended
	Sep. 30, 2021
Warrants and Rights Note Disclosure [Abstract]
Warrants	NOTE 8. WARRANTS As of September 30, 2021, there were 15,000,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. 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 covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless 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. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in 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 60th business day after the closing of a 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 foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company has failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the shares of Class A common stock for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s ass e 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 its 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 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 the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to 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 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. At September 30, 2021 there we non-redeemable

Fair Value Measurements

Fair Value Measurements	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 301,482,707 Liabilities: Warrant liability – Public Warrants 3 $ 9,750,000 Warrant liability – Private Placement Warrants 3 $ 7,790,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date. The following table presents the quantitative information regarding Level 3 fair value measurements: Input September 17, 2021 September 30, 2021 Stock price $ 10.00 9.96 Exercise price $ 11.50 11.50 Expected term (in years) 6.0 5.96 Volatility 16.6 % 11.7 % Risk-free rate 0.93 % 1.14 % Dividend yield 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of January 26, 2021 (inception) $ — $ — $ — Initial measurement on September 17, 2021 10,925,000 16,050,000 26,975,000 Changes in fair value (3,135,000 ) (6,300,000 ) (9,435,000 ) Fair value as of September 30, 2021 $ 7,790,000 $ 9,750,000 $ 17,540,000 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period from January 26, 2021 (inception) through September 30, 2021.

Subsequent Events

Subsequent Events	8 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X e The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on September 17, 2021, as well as the Company’s Current Report on Form 8-K,
Emerging Growth Company	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 independent registered public accounting firm 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s 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 revenues and 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. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	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 did not have any cash equivalents as of September 30, 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its 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 are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity 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 at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (16,050,000 ) Class A common stock issuance costs (20,331,551 ) Plus: Accretion of carrying value to redemption value 37,864,258 Class A common stock subject to possible redemption $ 301,482,707
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating were expensed to the statements of operations and included in transaction costs at the IPO.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 re-measurement
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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 amounts accrued for interest and penalties as of September 30, 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 is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company applies the two-class The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants exceeded stock price of the Company for the entire period. The warrants are exercisable to purchase Three Months Ended For the period from January 26, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 1,975,751 $ 3,457,563 $ 954,294 $ 4,477,841 Denominator: Basic and diluted weighted average shares outstanding 4,285,714 7,500,000 1,598,361 7,500,000 Basic and diluted net income per common share $ 0.46 $ 0.46 $ 0.60 $ 0.60
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of c a
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature, except for the warrant liabilities (see Note 9).
Fair Value Measurements	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. 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 1 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.
Derivative Financial Instruments	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”. Derivative instruments are initially recorded at fair value on the grant date and revalued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current net-cash 2
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	8 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Class A Common Stock Subject to Redemption	At September 30, 2021, the Class A common stock reflected in the condensed balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (16,050,000 ) Class A common stock issuance costs (20,331,551 ) Plus: Accretion of carrying value to redemption value 37,864,258 Class A common stock subject to possible redemption $ 301,482,707
Summary of Basic and Diluted Net Income (Loss) per Common Share	As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. Three Months Ended For the period from January 26, 2021 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 1,975,751 $ 3,457,563 $ 954,294 $ 4,477,841 Denominator: Basic and diluted weighted average shares outstanding 4,285,714 7,500,000 1,598,361 7,500,000 Basic and diluted net income per common share $ 0.46 $ 0.46 $ 0.60 $ 0.60

Fair Value Measurements - (Tabl

Fair Value Measurements - (Tables)	8 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value, Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2021 Assets: Marketable securities held in Trust Account 1 $ 301,482,707 Liabilities: Warrant liability – Public Warrants 3 $ 9,750,000 Warrant liability – Private Placement Warrants 3 $ 7,790,000
Fair Value Measurement Inputs and Valuation Techniques	The following table presents the quantitative information regarding Level 3 fair value measurements: Input September 17, 2021 September 30, 2021 Stock price $ 10.00 9.96 Exercise price $ 11.50 11.50 Expected term (in years) 6.0 5.96 Volatility 16.6 % 11.7 % Risk-free rate 0.93 % 1.14 % Dividend yield 0.0 % 0.0 %
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Warrants Public Warrants Warrant Liabilities Fair value as of January 26, 2021 (inception) $ — $ — $ — Initial measurement on September 17, 2021 10,925,000 16,050,000 26,975,000 Changes in fair value (3,135,000 ) (6,300,000 ) (9,435,000 ) Fair value as of September 30, 2021 $ 7,790,000 $ 9,750,000 $ 17,540,000

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Sep. 17, 2021	Sep. 30, 2021
Organization Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from private placement of warrants		$ 9,500,000
Investment of cash in Trust Account	$ 301,500,000
Cash deposited in Trust Account per Unit	$ 10.05
Term of restricted investments		180 days
Redemption value per share		$ 10.05
Minimum net worth to consummate business combination		$ 5,000,001
Percentage of public shares that can be redeemed without prior consent		15.00%
Expenses payable on dissolution		$ 100,000
Minimum [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Share price		$ 10.05
Fair market value as percentage of net assets held in trust account included in initial business combination		80.00%
Maximum [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Post-transaction ownership percentage of the target entity		50.00%
Value per share to be maintained in the trust account		$ 10.05
Sponsor [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period		100.00%
Sponsor [Member] | Common Class B [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Period To complete business combination from closing of the Initial Public Offering		15 months
Anchor Investor [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period		100.00%
Private Placement Warrants [Member] | Sierra Lake Sponsor LLC and Cantor Fitzgeraldand Co [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period		9,500,000
Class of warrants or rights warrants issued issue price per warrant		$ 1
Proceeds from private placement of warrants		$ 9,500,000
IPO [Member]
Organization Consolidation and Presentation of Financial Statements [Line Items]
Units issued during the period shares	30,000,000	30,000,000
Share price	$ 10	$ 10
Gross proceeds from initial public offering	$ 300,000,000	$ 300,000,000
Proceeds from private placement of warrants		16,050,000
Offering costs	$ 21,498,498	21,498,498
Underwriting fees		6,000,000
Deferred underwriting fees		15,000,000
Other offering costs		$ 498,498

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Redemption (Detail) - USD ($)	Sep. 17, 2021	Sep. 30, 2021
Less:
Proceeds allocated to public warrants		$ (9,500,000)
Plus:
Class A common stock subject to possible redemption		301,482,707
IPO [Member]
Temporary Equity [Line Items]
Gross proceeds	$ 300,000,000	300,000,000
Less:
Proceeds allocated to public warrants		(16,050,000)
Common Class A [Member]
Less:
Class A common stock issuance costs		(20,331,551)
Plus:
Accretion of carrying value to redemption value		37,864,258
Class A common stock subject to possible redemption		$ 301,482,707
Common Class A [Member] | IPO [Member]
Less:
Class A common stock issuance costs	$ (20,331,551)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Sep. 17, 2021	Sep. 30, 2021
Accounting Policies [Line Items]
Cash FDIC Insured amount		$ 250,000
Unrecognized tax benefits		0
Unrecognized tax benefits income tax penalties and interest accrued		$ 0
Weighted average number diluted shares outstanding adjustment		0
Cash equivalents at carrying value		$ 0
IPO [Member]
Accounting Policies [Line Items]
Offering costs	$ 21,498,498	21,498,498
Common Class A [Member]
Accounting Policies [Line Items]
Offering costs charged to equity		$ 20,331,551
Number of Common stock into which the class of warrant or right may be converted		24,500,000
Common Class A [Member] | IPO [Member]
Accounting Policies [Line Items]
Offering costs charged to equity	20,331,551
Offering costs expensed	$ 1,166,947

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($)		2 Months Ended	3 Months Ended		8 Months Ended
		Mar. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2021
Numerator:
Allocation of net income, as adjusted		$ (1,078)	$ 5,433,314	$ (101)	$ 5,432,135
Common Class A [Member]
Numerator:
Allocation of net income, as adjusted			$ 1,975,751		$ 954,294
Denominator:
Basic and diluted weighted average shares outstanding			4,285,714		1,598,361
Basic and diluted net income per common share			$ 0.46		$ 0.60
Common Class B [Member]
Numerator:
Allocation of net income, as adjusted			$ 3,457,563		$ 4,477,841
Denominator:
Basic and diluted weighted average shares outstanding	[1]		7,500,000		7,500,000
Basic and diluted net income per common share			$ 0.46		$ 0.60
[1]	Excluded an aggregate of 1,125,000 shares subject to forfeiture at September 30, 2021 (see Note 5).

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - $ / shares	Sep. 17, 2021	Sep. 30, 2021
IPO [Member]
Class of Stock [Line Items]
Number of new units issued during the period	30,000,000	30,000,000
Share price	$ 10	$ 10
Common Class A [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Number of shares issued upon exercise of warrant		1
Exercise price of warrant		$ 11.50
Common Class A [Member] | IPO [Member]
Class of Stock [Line Items]
Number of shares of Common Stock included in each Unit		1

Private Placement - Additional

Private Placement - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Class of Stock [Line Items]
Proceeds from private placement of warrants | $	$ 9,500,000
Private Placement Warrants [Member] | Sierra Lake Sponsor LLC and Cantor Fitzgeraldand Co [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period	9,500,000
Class of warrants or rights warrants issued issue price per warrant | $ / shares	$ 1
Proceeds from private placement of warrants | $	$ 9,500,000
Private Placement Warrants [Member] | Sierra Lake Sponsor LLC [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period	6,500,000
Private Placement Warrants [Member] | Cantor Fitzgerald and Co [Member]
Class of Stock [Line Items]
Class of warrants or rights warrants issued during the period	3,000,000
Private Placement Warrants [Member] | Common Class A [Member]
Class of Stock [Line Items]
Number of shares issued upon exercise of warrant	1
Exercise price of warrant | $ / shares	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Sep. 30, 2021	Sep. 20, 2021	Jan. 29, 2021	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 14, 2021	Feb. 01, 2021
Related Party Transaction [Line Items]
Stock issued during period value issued for services				$ 25,000
Repayment of promissory note – related party		$ 161,679				$ 162,164
Sponsor [Member] | Administration and Related Services [Member]
Related Party Transaction [Line Items]
Related party transaction expenses payable for month for administrative services							$ 10,000
Related party transaction term of agreement						15 months
Related party transaction selling general and administration expenses					$ 0	$ 0
Sponsor [Member] | Unsecured Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value								$ 300,000
Notes payable to related party current	$ 0				0	0
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Working capital loans convertible into equity related party warrants	$ 1,500,000				$ 1,500,000	$ 1,500,000
Debt instrument conversion price per share	$ 1				$ 1	$ 1
Bank overdraft	$ 0				$ 0	$ 0
Sponsor [Member] | Anchor Investor [Member]
Related Party Transaction [Line Items]
Percentage of shares eligible to be purchased			100.00%
Interest transfer of shares			1,875,000
Fair value of common stock	$ 15,656,250				$ 15,656,250	$ 15,656,250
Fair value per share of common stock	$ 8.35				$ 8.35	$ 8.35
Sponsor [Member] | Tranche 1 [Member] | Anchor Investor [Member]
Related Party Transaction [Line Items]
Interest transfer of shares per investor			93,750
Aggregate threshold for interest transfer of shares			1,495,000
Sponsor [Member] | Tranche 2 [Member] | Anchor Investor [Member]
Related Party Transaction [Line Items]
Interest transfer of shares per investor			(187,500)
Aggregate threshold for interest transfer of shares			2,990,000
Common Class B [Member]
Related Party Transaction [Line Items]
Stock issued during period value shares for services			8,625,000
Common stock shares subject to forfeiture	1,125,000		1,125,000		1,125,000	1,125,000
Stock issued during period value issued for services			$ 25,000
Common Class B [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Share price			$ 12
Number of trading days for determining the share price			20 days
Number of consecutive trading days for determining the share price			30 days
Common stock shares lock in period			1 year
Aggregate offering costs incurred	$ 15,565,250
Temporary equity, accreted to common stock subject to redemption	14,291,703
Offering costs expensed	$ 1,364,547

Commitments - Additional Inform

Commitments - Additional Information (Detail)	8 Months Ended
	Sep. 30, 2021USD ($)shares
Underwriting Agreement [Member]
Other Commitments [Line Items]
Deferred underwriting commission as a percentage of gross proceeds from common stock issuance	7.00%
Deferred underwriting commission payable | $	$ 15,000,000
IPO [Member]
Other Commitments [Line Items]
Stock shares issued during the period new issues | shares	30,000,000
IPO [Member] | Underwriting Agreement [Member]
Other Commitments [Line Items]
Deferred underwriting commission as a percentage of gross proceeds from common stock issuance	5.00%
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Other Commitments [Line Items]
Number of days granted for exercising the option	45 days
Common stock shares subscribed but not issued | shares	4,500,000
Deferred underwriting commission payable | $	$ 3,150,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares		8 Months Ended
		Sep. 30, 2021	Jan. 29, 2021
Class of Stock [Line Items]
Preferred stock par or stated value per share		$ 0.0001
Preferred stock shares authorized		1,000,000
Preferred stock shares issued		0
Preferred stock shares outstanding		0
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares voting rights		one
Common stock par or stated value per share		$ 0.0001
Common stock shares authorized		300,000,000
Temporary equity shares outstanding		30,000,000
Temporary Equity, Shares Issued		30,000,000
Common Class A [Member] | Maximum [Member]
Class of Stock [Line Items]
Percentage of common stock outstanding on conversion from one class to another		20.00%
Common Class B [Member]
Class of Stock [Line Items]
Common stock shares voting rights		one
Common stock par or stated value per share	[1]	$ 0.0001
Common stock shares authorized	[1]	30,000,000
Common stock, shares, issued	[1]	8,625,000
Common stock shares outstanding	[1]	8,625,000
Common stock shares subject to forfeiture		1,125,000	1,125,000
Common Class B [Member] | Sponsor [Member] | Maximum [Member]
Class of Stock [Line Items]
Percentage of common stock shares outstanding		20.00%
[1]	Includes up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

Warrants - Additional Informati

Warrants - Additional Information (Details)	Sep. 30, 2021$ / sharesshares
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding | shares	15,000,000
Number of days after which the warrants are exercisable from the consummation of initial business combination	30 days
Number of days after which the warrants are exercisable from the closing of initial public offering	12 days
Number of days within which the securities shall be registered with the securities exchange commission from the consummation of initial business combination	15 days
Number of days within which the securities shall be registered with the securities exchange commission from the consummation of initial business combination.	60 days
Class of warrants or rights redemption price per unit	$ 0.01
Minimum notice period to be given to the holders of warrant prior to redemption	30 days
Warrants and rights outstanding, term	5 years
Public Warrants [Member] | Prospective Warrant Redemption [Member]
Class of Warrant or Right [Line Items]
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Share Price	$ 18
Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants Member [Member]
Class of Warrant or Right [Line Items]
Number of consecutive trading days for determining the share price	20 days
Share Price	$ 18
Shares issued price per share	$ 9.20
Proceeds to be used for effectuating business combination as a percentage of the total proceeds	60.00%
Volume weighted average price per share	$ 9.20
Adjusted exercise price of warrants percentage	115.00%
Adjusted share price percentage	180.00%
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of warrant or right outstanding | shares	9,500,000
Lock in period of warrants	30 days

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis (Detail) - Fair Value On a Recurring Basis [Member]	Sep. 30, 2021USD ($)
Level 1 [Member]
Assets [Abstract]
Marketable securities held in trust account	$ 301,482,707
Warrant [Member] | Public Warrants [Member] | Level 3 [Member]
Liabilities [Abstract]
Warrant liability	9,750,000
Warrant [Member] | Private Placement Warrants [Member] | Level 3 [Member]
Liabilities [Abstract]
Warrant liability	$ 7,790,000

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member]	Sep. 30, 2021	Sep. 17, 2021
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input, Warrants	9.96	10
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input, Warrants	11.50	11.50
Expected term (in years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input, Warrants	5.96	6
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input, Warrants	11.7	16.6
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input, Warrants	1.14	0.93
Dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input, Warrants	0	0

Fair Value Measurements - Fai_3

Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Detail) - Level 3 [Member] - Warrant [Member]	8 Months Ended
	Sep. 30, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 26, 2021 (inception)	$ 0
Initial measurement on September 17, 2021	26,975,000
Changes in fair value	(9,435,000)
Fair value as of September 30, 2021	17,540,000
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 26, 2021 (inception)	0
Initial measurement on September 17, 2021	16,050,000
Changes in fair value	(6,300,000)
Fair value as of September 30, 2021	9,750,000
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of January 26, 2021 (inception)	0
Initial measurement on September 17, 2021	10,925,000
Changes in fair value	(3,135,000)
Fair value as of September 30, 2021	$ 7,790,000