Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SIERRA LAKE ACQUISITION CORP. | |
Entity Central Index Key | 0001844135 | |
Document Transition Report | false | |
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 | |
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 $11.50 per share, included as part of the Units | |
Trading Symbol | SIERW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 650,406 | $ 919,528 |
Prepaid expenses | 118,446 | 430,129 |
Total Current Assets | 768,852 | 1,349,657 |
Cash And Marketable securities held in Trust Account | 303,059,522 | 301,512,862 |
TOTAL ASSETS | 303,828,374 | 302,862,519 |
Current liabilities: | ||
Accrued expenses | 273,935 | 299,358 |
Income taxes payable | 264,170 | |
Due to related party | 0 | 30,000 |
Total Current Liabilities | 538,105 | 329,358 |
Warrant liabilities | 980,000 | 12,529,500 |
Deferred underwriting fee payable | 15,000,000 | 15,000,000 |
Total Liabilities | 16,518,105 | 27,858,858 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Deficit | ||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | |
Additional paid-in capital | 0 | |
Accumulated deficit | (15,445,729) | (26,497,089) |
Total Stockholders' Deficit | (15,444,979) | (26,496,339) |
TOTAL LIABILITIES, COMMITMENTS AND CONTINGENCIES AND STOCKHOLDERS' DEFICIT | 303,828,374 | 302,862,519 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 30,000,000 shares at redemption value as of September 30, 2022 and December 31, 2021 | 302,755,248 | 301,500,000 |
Stockholders' Deficit | ||
Common Stock, Value, Issued | 0 | |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock, Value, Issued | $ 750 | $ 750 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares, issued | 7,500,000 | 7,500,000 |
Common stock shares outstanding | 7,500,000 | 7,500,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Operating and formation costs | $ 251,847 | $ 27,899 | $ 29,078 | $ 825,701 |
Loss from operations | (251,847) | (27,899) | (29,078) | (825,701) |
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 1,311,896 | 2,399 | 2,399 | 1,801,366 |
Unrealized income (loss) on marketable securities held in Trust Account | 79,200 | (19,692) | (19,692) | 45,613 |
Other expense relating to fair value exceeding amount paid for warrants | (1,425,000) | (1,425,000) | 0 | |
Change in fair value of warrant liabilities | 2,435,000 | 9,435,000 | 9,435,000 | 11,549,500 |
Transaction costs associated with the Initial Public Offering | (2,531,494) | (2,531,494) | ||
Total other income, net | 3,826,096 | 5,461,213 | 5,461,213 | 13,396,479 |
Income before provision for income taxes | 3,574,249 | 5,433,314 | 5,432,135 | 12,570,778 |
Provision for income taxes | (240,743) | 0 | (264,170) | |
Net income (loss) | 3,333,506 | 5,433,314 | 5,432,135 | 12,306,608 |
Common Class A [Member] | ||||
Other income: | ||||
Net income (loss) | $ 2,666,805 | $ 1,975,751 | $ 954,294 | $ 9,845,286 |
Weighted average shares outstanding, basic | 30,000,000 | 4,285,714 | 1,598,361 | 30,000,000 |
Earning per share, basic | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 |
Weighted average shares outstanding, diluted | 30,000,000 | 4,285,714 | 1,598,361 | 30,000,000 |
Earnings per share, diluted | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 |
Common Class B [Member] | ||||
Other income: | ||||
Net income (loss) | $ 666,701 | $ 3,457,563 | $ 4,477,841 | $ 2,461,322 |
Weighted average shares outstanding, basic | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Earning per share, basic | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 |
Weighted average shares outstanding, diluted | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 |
Earnings per share, diluted | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Deficit - 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 |
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 income (loss) | (1,078) | (1,078) | |||||
Ending Balance at Mar. 31, 2021 | 23,922 | $ 0 | $ 863 | 24,137 | (1,078) | ||
Ending Balance (Share) at Mar. 31, 2021 | 0 | 8,625,000 | |||||
Beginning Balance at Jan. 25, 2021 | 0 | $ 0 | $ 0 | 0 | 0 | ||
Beginning Balance (Share) at Jan. 25, 2021 | 0 | 0 | |||||
Accretion to shares subject to redemption | (15,000,000) | ||||||
Net income (loss) | 5,432,135 | $ 954,294 | $ 4,477,841 | ||||
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 | $ 0 | $ 863 | 24,137 | (1,078) | ||
Beginning Balance (Share) at Mar. 31, 2021 | 0 | 8,625,000 | |||||
Net income (loss) | (101) | (101) | |||||
Ending Balance at Jun. 30, 2021 | 23,821 | $ 0 | $ 863 | 24,137 | (1,179) | ||
Ending Balance (Share) at Jun. 30, 2021 | 0 | 8,625,000 | |||||
Accretion to shares subject to 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 | |||||
Net income (loss) | 5,433,314 | 1,975,751 | 3,457,563 | 5,433,314 | |||
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 Dec. 31, 2021 | (26,496,339) | $ 0 | $ 750 | 0 | (26,497,089) | ||
Beginning Balance (Share) at Dec. 31, 2021 | 0 | 7,500,000 | |||||
Net income (loss) | 5,570,842 | 5,570,842 | |||||
Ending Balance at Mar. 31, 2022 | (20,925,497) | $ 0 | $ 750 | 0 | (20,926,247) | ||
Ending Balance (Share) at Mar. 31, 2022 | 0 | 7,500,000 | |||||
Beginning Balance at Dec. 31, 2021 | (26,496,339) | $ 0 | $ 750 | 0 | (26,497,089) | ||
Beginning Balance (Share) at Dec. 31, 2021 | 0 | 7,500,000 | |||||
Accretion to shares subject to redemption | (1,225,248) | ||||||
Offering costs charged to operations in connection with Founder Shares allocated to anchor investors | 20,514,068 | ||||||
Net income (loss) | 12,306,608 | 9,845,286 | 2,461,322 | ||||
Ending Balance at Sep. 30, 2022 | (15,444,979) | $ 0 | $ 750 | 0 | (15,445,729) | ||
Ending Balance (Share) at Sep. 30, 2022 | 0 | 7,500,000 | |||||
Beginning Balance at Mar. 31, 2022 | (20,925,497) | $ 0 | $ 750 | 0 | (20,926,247) | ||
Beginning Balance (Share) at Mar. 31, 2022 | 0 | 7,500,000 | |||||
Accretion to shares subject to redemption | (159,017) | (159,017) | |||||
Net income (loss) | 3,402,260 | 3,402,260 | |||||
Ending Balance at Jun. 30, 2022 | (17,682,254) | $ 0 | $ 750 | 0 | (17,683,004) | ||
Ending Balance (Share) at Jun. 30, 2022 | 0 | 7,500,000 | |||||
Accretion to shares subject to redemption | (1,096,231) | (1,096,231) | |||||
Net income (loss) | 3,333,506 | $ 2,666,805 | $ 666,701 | 3,333,506 | |||
Ending Balance at Sep. 30, 2022 | $ (15,444,979) | $ 0 | $ 750 | $ 0 | $ (15,445,729) | ||
Ending Balance (Share) at Sep. 30, 2022 | 0 | 7,500,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | |||
Net income | $ 5,433,314 | $ 5,432,135 | $ 12,306,608 |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Change in fair value of warrants liabilities | (9,435,000) | (9,435,000) | (11,549,500) |
Other expense relating to fair value exceeding amount paid for warrants | 1,425,000 | 1,425,000 | 0 |
Transaction costs allocable to warrant liabilities | 2,531,494 | 0 | |
Interest earned on marketable securities held in Trust Account | (2,399) | (2,399) | (1,801,366) |
Unrealized loss on marketable securities held in Trust Account | 19,692 | 19,692 | (45,613) |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (25,350) | 311,683 | |
Accrued expenses | 25,316 | (25,423) | |
Income taxes payable | 0 | 264,170 | |
Due to related party | 0 | (30,000) | |
Net cash used in operating activities | (29,112) | (569,441) | |
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | (301,500,000) | 0 | |
Cash withdrawn from Trust Account to pay taxes | 300,319 | ||
Net cash used in investing activities | (301,500,000) | 300,319 | |
Cash Flows from Financing Activities: | |||
Proceeds from sale of Units, net of underwriting discounts paid | 294,000,000 | 0 | |
Proceeds from sale of Private Placement Warrants | 9,500,000 | 0 | |
Advances to related party | 832 | 0 | |
Repayment of advances to related party | (832) | 0 | |
Proceeds from promissory note – related party | 162,164 | 0 | |
Repayment of promissory note – related party | (162,164) | 0 | |
Payment of offering costs | (467,318) | 0 | |
Net cash provided by financing activities | 303,032,682 | 0 | |
Net Change in Cash | 1,503,570 | (269,122) | |
Cash – Beginning of period | 0 | 919,528 | |
Cash – End of period | 1,503,570 | 1,503,570 | 650,406 |
Non-Cash investing and financing activities: | |||
Offering costs included in accrued offering costs | 6,180 | 0 | |
Offering costs paid by Sponsor in exchange for the issuance of Founder Shares | 25,000 | 0 | |
Initial classification of common stock subject to possible redemption | 301,500,000 | 0 | |
Change in value of common stock subject to possible redemption | (17,293) | 0 | |
Remeasurement adjustment due to interest income | $ 37,864,258 | $ 15,000,000 | $ 1,225,248 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022, the Company had not yet commenced any operations. All activity for the period January 26, 2021 (inception) through September 30, 2022 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 generates 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 common stock 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 (the “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-7of 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 Business Combination 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 aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest 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, dissolve and liquidate, 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 Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor and anchor investors have agreed to waive their 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 pro rata portion of the amount then in the Trust Account ($10.05). 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 In February 2022, Russia commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against Russia. The global impact of the military action and subsequent imposing of sanctions continues to evolve and cannot be sufficiently measured or predicted with certainty. The inherent uncertainty surrounding this war has negatively impacted the share prices of publicly traded companies and may continue to do so. Other recent events contributing to a climate of geopolitical uncertainty include rising tensions between China and Taiwan. Further, the impact these events the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. Recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate an initial business combination. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity, Capital Resources and Going Concern At September 30, 2022, the Company had $650,406 in cash, $1,546,660 of interest income available in the Trust Account to pay for tax obligations and working capital of $535,021. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and loan proceeds from the Company’s Sponsor of $300,000. The loan was repaid in full with the proceeds from the Initial Public Offering and Private Placement. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there are no amounts outstanding under any Working Capital Loans. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 17, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management has determined that the Company will not have enough cash to meet its obligations as they become due. Management expects to incur significant costs in pursuit of its acquisition plans. The Company believes it will need to raise additional funds in order to meet the expenditures required for operating its business and to consummate a business combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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 The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-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 at September 30, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills and cash. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets 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, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. 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, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets 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 (20,514,068 ) Plus: Accretion of carrying value to redemption value 38,064,068 Class A common stock subject to possible redemption, December 31, 2021 $ 301,500,000 Plus: Accretion of carrying value to redemption value 1,255,248 Class A common stock subject to possible redemption, September 30, 2022 $ 302,755,248 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 Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (as defined in Note 4) (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 6.74% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.10% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets. 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 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 September 30, 2022 and 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 taxation 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. Net Income 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 per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income 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 24,500,000 Class A common stock in the aggregate. At September 30, 2022 and 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 per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from January 26, 2021 (Inception) through September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 2,666,805 $ 666,701 $ 1,975,751 $ 3,457,563 $ 9,845,286 $ 2,461,322 $ 954,294 $ 4,477,841 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 4,285,714 7,500,000 30,000,000 7,500,000 1,598,361 7,500,000 Basic and diluted net income per common share $ 0.09 $ 0.09 $ 0.46 $ 0.46 $ 0.33 $ 0.33 $ 0.60 $ 0.60 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. 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 sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). 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 statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current net-cash Recent Accounting Standards 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. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Public Offering | NOTE 3. 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 | 9 Months Ended |
Sep. 30, 2022 | |
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 8). 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. The Company recognized an expense on the sale of the Private Placement Warrants of $1,425,000 in the statement of operations for the period ended December 31, 2021 as the initial fair value of the Private Placement Warrants was greater than the cash received on the sale of the Private Placement Warrants. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
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 day In conne Administrative Services Agreement The Company agreed, for a period commencing on September 14, 2021 and ending upon completion of the Company’s Business Combination or its liquidation, to pay the Company’s Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. Effective March 31, 2022, the Company and Sponsor terminated the agreement and all previously accrued amounts were waived. For the three and nine months ended September 30, 2022 and for the period from January 26, 2021 (inception) through September 30, 2021, the Company did not incur any fees for these services. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket 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 required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. There were no outstanding Working Capital Loans as of September 30, 2022 and December 31, 2021. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2022 | |
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 granted the underwriter a 45 -day The underwriters were paid $6,000,000 at IPO and 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. Since the over-allotment was not exercised, the underwriters are only due $15,000,000 as a deferred underwriting fee payable. 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' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock 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 | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 8. WARRANTS At September 30, 2022 and December 31, 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 day 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 assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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, 2022 and December 31, 2021 there were 9,500,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial are re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. 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, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2022 Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 303,059,522 1 $ 301,512,862 Liabilities: Warrant liabilities – Public Warrants 1 $ 600,000 1 $ 7,200,000 Warrant liabilities – Private Placement Warrants 3 $ 380,000 3 $ 5,329,500 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The warrants are measured at fair value on a recurring basis. The warrants were initially valued using a Monte Carlo Simulation method. The Monte Carlo simulation 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 September 17, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker SIERW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Public Warrants as of each relevant date. The Private Warrants continue to be measured using a Monte Carlo simulation method. The following table presents the quantitative information regarding Level 3 fair value measurements: September 30, 2022 December 31, 2021 September 17, 2021 (Initial Measurement) Stock price $ 10.01 $ 9.78 $ 10.00 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (in years) 5.21 5.71 6.0 Volatility 4.4 % 9.7 % 16.6 % Risk-free rate 3.97 % 1.32 % 0.93 % Dividend yield 0.0 % 0.0 % 0.0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Initial measurement on September 17, 2021 $ 10,925,000 $ 16,050,000 $ 26,975,000 Change in valuation inputs or other assumptions (3,135,000 ) (6,300,000 ) (9,435,000 ) Transfer to Level 1 — (9,750,000 ) (9,750,000 ) Change in fair value (2,460,500 ) — (2,460,500 ) Fair value as of December 31, 2021 $ 5,329,500 $ — $ 5,329,500 Change in fair value (2,669,500 ) — (2,669,500 ) Fair value as of March 31, 2022 $ 2,660,000 $ — $ 2,660,000 Change in fair value (1,045,000 ) — (1,045,000 ) Fair value as of June 30, 2022 $ 1,615,000 $ — $ 1,615,000 Change in fair value (1,235,000 ) — (1,235,000 ) Fair value as of September 30, 2022 $ 380,000 $ — $ 380,000 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 transfers in or out of Level 3 in the amount of $9,750,000 from other levels in the fair value hierarchy for the period from January 26, 2021 (inception) through December 31, 2021. Over-allotment Option Upon the closing of the Initial Public Offering on September 17, 2021, the Company granted the underwriters a 45-day |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
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) | 9 Months Ended |
Sep. 30, 2022 | |
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 The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-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 at September 30, 2022 and December 31, 2021. Cash and Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in U.S. Treasury Bills and cash. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets 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, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. 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, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets 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 (20,514,068 ) Plus: Accretion of carrying value to redemption value 38,064,068 Class A common stock subject to possible redemption, December 31, 2021 $ 301,500,000 Plus: Accretion of carrying value to redemption value 1,255,248 Class A common stock subject to possible redemption, September 30, 2022 $ 302,755,248 |
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 |
Warrant Liabilities | Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and the Private Placement Warrants (as defined in Note 4) (collectively, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 6.74% and 0.00% for the three months ended September 30, 2022 and 2021, respectively, and 2.10% and 0.00% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets. 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 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 September 30, 2022 and 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 taxation 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. |
Net Income per Common Share | Net Income 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 per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income 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 24,500,000 Class A common stock in the aggregate. At September 30, 2022 and 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 per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from January 26, 2021 (Inception) through September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 2,666,805 $ 666,701 $ 1,975,751 $ 3,457,563 $ 9,845,286 $ 2,461,322 $ 954,294 $ 4,477,841 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 4,285,714 7,500,000 30,000,000 7,500,000 1,598,361 7,500,000 Basic and diluted net income per common share $ 0.09 $ 0.09 $ 0.46 $ 0.46 $ 0.33 $ 0.33 $ 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 cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. |
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 sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 9). |
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 statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current net-cash |
Recent Accounting Standards | Recent Accounting Standards 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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Class A Common Stock Subject to Redemption | At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets 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 (20,514,068 ) Plus: Accretion of carrying value to redemption value 38,064,068 Class A common stock subject to possible redemption, December 31, 2021 $ 301,500,000 Plus: Accretion of carrying value to redemption value 1,255,248 Class A common stock subject to possible redemption, September 30, 2022 $ 302,755,248 |
Summary of Basic and Diluted Net Income (Loss) per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from January 26, 2021 (Inception) through September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 2,666,805 $ 666,701 $ 1,975,751 $ 3,457,563 $ 9,845,286 $ 2,461,322 $ 954,294 $ 4,477,841 Denominator: Basic and diluted weighted average shares outstanding 30,000,000 7,500,000 4,285,714 7,500,000 30,000,000 7,500,000 1,598,361 7,500,000 Basic and diluted net income per common share $ 0.09 $ 0.09 $ 0.46 $ 0.46 $ 0.33 $ 0.33 $ 0.60 $ 0.60 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2022 Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 303,059,522 1 $ 301,512,862 Liabilities: Warrant liabilities – Public Warrants 1 $ 600,000 1 $ 7,200,000 Warrant liabilities – Private Placement Warrants 3 $ 380,000 3 $ 5,329,500 |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the quantitative information regarding Level 3 fair value measurements: September 30, 2022 December 31, 2021 September 17, 2021 (Initial Measurement) Stock price $ 10.01 $ 9.78 $ 10.00 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (in years) 5.21 5.71 6.0 Volatility 4.4 % 9.7 % 16.6 % Risk-free rate 3.97 % 1.32 % 0.93 % Dividend yield 0.0 % 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 Public Warrant Liabilities Initial measurement on September 17, 2021 $ 10,925,000 $ 16,050,000 $ 26,975,000 Change in valuation inputs or other assumptions (3,135,000 ) (6,300,000 ) (9,435,000 ) Transfer to Level 1 — (9,750,000 ) (9,750,000 ) Change in fair value (2,460,500 ) — (2,460,500 ) Fair value as of December 31, 2021 $ 5,329,500 $ — $ 5,329,500 Change in fair value (2,669,500 ) — (2,669,500 ) Fair value as of March 31, 2022 $ 2,660,000 $ — $ 2,660,000 Change in fair value (1,045,000 ) — (1,045,000 ) Fair value as of June 30, 2022 $ 1,615,000 $ — $ 1,615,000 Change in fair value (1,235,000 ) — (1,235,000 ) Fair value as of September 30, 2022 $ 380,000 $ — $ 380,000 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 16, 2022 | Sep. 17, 2021 | Jan. 29, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Proceeds from private placement of warrants | $ 9,500,000 | $ 9,500,000 | $ 0 | |||||
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 | $ 10.05 | ||||||
Minimum net worth to consummate business combination | $ 5,000,001 | $ 5,000,001 | ||||||
Percentage of public shares that can be redeemed without prior consent | 15% | |||||||
Expenses payable on dissolution | 100,000 | $ 100,000 | ||||||
Cash | 650,406 | 650,406 | $ 919,528 | |||||
Investment income, Nonoperating | 1,546,660 | |||||||
Working capital (deficit) | $ 535,021 | 535,021 | ||||||
Stock issued during period value issued for services | $ 25,000 | |||||||
Proceeds from Related Party Debt | $ 832 | $ 0 | ||||||
Inflation Reduction Act 2022 [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Percentage of excise tax on certain repurchases of stock | 1% | |||||||
Excise tax amount percentage of the fair market value of the shares repurchased | 1% | |||||||
Common Class B [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Stock issued during period value issued for services | $ 25,000 | |||||||
Minimum [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | |||||||
Value per share to be maintained in the trust account | $ 10.05 | $ 10.05 | ||||||
Maximum [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Post-transaction ownership percentage of the target entity | 50% | |||||||
Value per share to be maintained in the trust account | $ 10.05 | $ 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% | |||||||
Sponsor [Member] | Liquidity Period One [Member] | Founder Shares [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Stock issued during period value issued for services | $ 25,000 | |||||||
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% | |||||||
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 | 9,500,000 | ||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 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 | $ 10 | |||||
Gross proceeds from initial public offering | $ 300,000,000 | $ 300,000,000 | 300,000,000 | |||||
Proceeds from private placement of warrants | 16,050,000 | $ 16,050,000 | ||||||
Offering costs | 21,498,498 | |||||||
Underwriting fees | 6,000,000 | |||||||
Deferred underwriting fees | $ 15,000,000 | 15,000,000 | ||||||
Other offering costs | $ 498,498 | |||||||
Value per share to be maintained in the trust account | $ 10.05 | $ 10.05 | ||||||
IPO [Member] | Sponsor [Member] | Liquidity Period One [Member] | ||||||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Proceeds from Related Party Debt | $ 300,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Redemption (Detail) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Less: | |||||
Proceeds allocated to public warrants | $ (9,500,000) | $ (9,500,000) | $ 0 | ||
Class A common stock issuance costs | $ (1,364,547) | ||||
IPO [Member] | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | $ 300,000,000 | 300,000,000 | $ 300,000,000 | ||
Less: | |||||
Proceeds allocated to public warrants | (16,050,000) | (16,050,000) | |||
Common Class A [Member] | |||||
Less: | |||||
Class A common stock issuance costs | (20,514,068) | (20,514,068) | |||
Plus: | |||||
Accretion of carrying value to redemption value | 1,255,248 | 38,064,068 | |||
Class A common stock subject to possible redemption | 302,755,248 | $ 301,500,000 | |||
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 ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||||||
Offering costs charged to equity | $ 1,364,547 | |||||
Cash FDIC Insured amount | $ 250,000 | $ 250,000 | ||||
Unrecognized tax benefits | 0 | 0 | $ 0 | |||
Unrecognized tax benefits income tax penalties and interest accrued | $ 0 | $ 0 | 0 | |||
Statutory income tax rate percent | 21% | 21% | 21% | 21% | ||
Weighted average number diluted shares outstanding adjustment | 0 | 0 | ||||
Cash equivalents at carrying value | $ 0 | $ 0 | 0 | |||
Effective income tax rate | 6.74% | 0% | 2.10% | 0% | ||
IPO [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Offering costs | $ 21,498,498 | |||||
Common Class A [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Offering costs charged to equity | $ 20,514,068 | $ 20,514,068 | ||||
Number of Common stock into which the class of warrant or right may be converted | 24,500,000 | 24,500,000 | ||||
Common Class A [Member] | IPO [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Offering costs charged to equity | $ 20,331,551 |
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 | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Numerator: | ||||||||
Allocation of net income | $ (1,078) | $ 3,333,506 | $ 3,402,260 | $ 5,570,842 | $ 5,433,314 | $ (101) | $ 5,432,135 | $ 12,306,608 |
Common Class A [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income | $ 2,666,805 | $ 1,975,751 | $ 954,294 | $ 9,845,286 | ||||
Denominator: | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 30,000,000 | 4,285,714 | 1,598,361 | 30,000,000 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 30,000,000 | 4,285,714 | 1,598,361 | 30,000,000 | ||||
Earnings Per Share, Basic | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 | ||||
Earnings Per Share, Diluted | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 | ||||
Common Class B [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income | $ 666,701 | $ 3,457,563 | $ 4,477,841 | $ 2,461,322 | ||||
Denominator: | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||
Earnings Per Share, Basic | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 | ||||
Earnings Per Share, Diluted | $ 0.09 | $ 0.46 | $ 0.6 | $ 0.33 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 17, 2021 | Sep. 30, 2022 | |
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 | $ 11.5 | |
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) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 17, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||||
Proceeds from private placement of warrants | $ 9,500,000 | $ 9,500,000 | $ 0 | ||
Other expense relating to fair value exceeding amount paid for warrants | $ (1,425,000) | (1,425,000) | $ 0 | ||
Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Other expense relating to fair value exceeding amount paid for warrants | $ 1,425,000 | ||||
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 | 9,500,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 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 | 1 | |||
Exercise price of warrant | $ 11.5 | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 8 Months Ended | 9 Months Ended | ||||||
Nov. 01, 2021 | Sep. 30, 2021 | Sep. 20, 2021 | Jan. 29, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | 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 | $ 0 | ||||||
Stock issued during the period sharess share based compensation forfeited | 1,125,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued during the period sharess share based compensation forfeited | 1,125,000 | ||||||||
Sponsor [Member] | Administration and Related Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction expenses payable for month for administrative services | $ 10,000 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument face value | $ 300,000 | ||||||||
Notes payable to related party current | $ 0 | ||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Working capital loans convertible into equity related party warrants | $ 1,500,000 | ||||||||
Debt instrument conversion price per share | $ 1 | ||||||||
Sponsor [Member] | Anchor Investor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest transfer of shares | 1,875,000 | ||||||||
Fair value of common stock | $ 15,656,250 | ||||||||
Fair value per share of common stock | $ 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 | ||||||||
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) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | |
Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Deferred underwriting commission as a percentage of gross proceeds from common stock issuance | 7% | 7% |
Deferred underwriting commission payable | $ 15,000,000 | $ 15,000,000 |
IPO [Member] | ||
Other Commitments [Line Items] | ||
Stock shares issued during the period new issues | shares | 30,000,000 | |
Underwriting Fees | $ 6,000,000 | |
IPO [Member] | Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Deferred underwriting commission as a percentage of gross proceeds from common stock issuance | 5% | 5% |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Other Commitments [Line Items] | ||
Number of days granted for exercising the option | 45 days | 45 days |
Common stock shares subscribed but not issued | shares | 4,500,000 | 4,500,000 |
Deferred underwriting commission payable | $ 3,150,000 | $ 3,150,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
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 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Temporary equity shares outstanding | 30,000,000 | 30,000,000 |
Temporary Equity, Shares Issued | 30,000,000 | 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% | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares voting rights | one | one |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares, issued | 7,500,000 | 7,500,000 |
Common stock shares outstanding | 7,500,000 | 7,500,000 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
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 |
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 | $ 9.2 |
Proceeds to be used for effectuating business combination as a percentage of the total proceeds | 60% |
Volume weighted average price per share | $ 9.2 |
Adjusted exercise price of warrants percentage | 115% |
Adjusted share price percentage | 180% |
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] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Marketable securities held in trust account | $ 303,059,522 | $ 301,512,862 |
Warrant [Member] | Public Warrants [Member] | Level 1 [Member] | ||
Liabilities: | ||
Warrant liability | 600,000 | 7,200,000 |
Warrant [Member] | Private Placement Warrants [Member] | Level 3 [Member] | ||
Liabilities: | ||
Warrant liability | $ 380,000 | $ 5,329,500 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Detail) - Level 3 [Member] | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 17, 2021 d |
Stock price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input, Warrants | 10.01 | 9.78 | 10 |
Exercise price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input, Warrants | 11.5 | 11.5 | 11.5 |
Expected term (in years) [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input, Warrants | 5.21 | 5.71 | 6 |
Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input, Warrants | 4.4 | 9.7 | 16.6 |
Risk-free rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input, Warrants | 3.97 | 1.32 | 0.93 |
Dividend yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input, Warrants | 0 | 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] - USD ($) | 3 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Initial measurement on September 17, 2021 | $ 26,975,000 | |||
Change in valuation inputs or other assumptions | (9,435,000) | |||
Transfer to Level 1 | (9,750,000) | |||
Changes in fair value | $ (1,235,000) | $ (1,045,000) | $ (2,669,500) | (2,460,500) |
Fair value as of September 30, 2022 | 380,000 | 1,615,000 | 2,660,000 | 5,329,500 |
Public Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Initial measurement on September 17, 2021 | 16,050,000 | |||
Change in valuation inputs or other assumptions | (6,300,000) | |||
Transfer to Level 1 | (9,750,000) | |||
Changes in fair value | 0 | 0 | ||
Fair value as of September 30, 2022 | 0 | 0 | ||
Private Placement Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Initial measurement on September 17, 2021 | 10,925,000 | |||
Change in valuation inputs or other assumptions | (3,135,000) | |||
Transfer to Level 1 | 0 | |||
Changes in fair value | (1,235,000) | (1,045,000) | (2,669,500) | (2,460,500) |
Fair value as of September 30, 2022 | $ 380,000 | $ 1,615,000 | $ 2,660,000 | $ 5,329,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Nov. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Change in fair value of overallotment liability | $ 182,517 | ||
Stock issued during the period sharess share based compensation forfeited | 1,125,000 | ||
Over-Allotment Option [Member] | |||
Stock issued during the period sharess share based compensation forfeited | 1,125,000 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||
Common stock shares subscribed but not issued | 4,500,000 | 4,500,000 | |
Number of days granted for exercising the option | 45 days | 45 days |
Fair Value Measurements - Fai_4
Fair Value Measurements - Fair Value Liabilities Measured on Recurring Basis Unobservable Input Reconciliation (Detail) (Parenthetical) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Fair value measurement with unobservable inputs reconciliation recurring basis liability transfers net | $ 9,750,000 |