United States securities and exchange commission logo
August 19, 2021
Charles Alutto
Chief Executive Officer
Sierra Lake Acquisition Corp.
625 West Adams Street
Chicago, IL 60661
Re: Sierra Lake
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-1
Filed August 9,
2021
File No. 333-253479
Dear Mr. Alutto:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1. In the first sentence
of the third paragraph, specify the amount that the the sponsor and
Cantor have each agreed
to purchase.
2. In the fourth paragraph
specify the per share purchase price of the founder shares.
3. Please disclose that
the representative and/or its affiliates or accounts over which it and/or
its affiliates have
discretionary authority have expressed an interest in purchasing up to
7.5% of the units to be
sold in this offering. We note the disclosure in the last paragraph
on page 15.
Charles Alutto
FirstName
Sierra LakeLastNameCharles
Acquisition Corp.Alutto
Comapany
August 19, NameSierra
2021 Lake Acquisition Corp.
August
Page 2 19, 2021 Page 2
FirstName LastName
Founder Shares, page 12
4. In the fourth bullet point disclose that the anchor investors have
agreed to vote any
founder shares held by them in favor of your initial business
combination. We note such
disclosure in the last risk factor on page 30.
General
5. File the anchor investor agreements as exhibits.
You may contact Becky Chow at 202-551-6524 or William Schroeder at
202-551-3294 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Justin Dobbie at 202-551-3469 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance