Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

Note 9 —Income Tax

The Company’s net deferred tax assets are as follows:

	December 31, 2021			December 31, 2020
Deferred tax asset
Organizational costs/Start-up costs	$	537,146		$	-
Federal net operating loss		85,187			-
Total deferred tax asset		622,334			-
Valuation allowance		(622,334	)
Deferred tax asset, net of allowance	$	-		$	-

The income tax provision consists of the following:

	December 31, 2021			December 31, 2020
Federal
Current	$	-		$	-
Deferred		622,334			-
State
Current
Deferred		-			-
Change in valuation allowance		(622,334	)		-
Income tax provision	$	-		$	-

The Company had no net operating loss carryforward as of December 31, 2021 and 2020.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and the period from July 28, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $622,334 and $0, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows:

Statutory federal income tax rate	21.00	%
State taxes, net of federal tax benefit	-
Permanent book/tax differences	-34.56	%
Change in valuation allowance	13.56
Income tax provision	-

The permanent book/tax differences relate to unrealized gains on warrant liability valuation change of $7,549,843. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception.