Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 10 — Income Taxes

The Company’s taxable income primarily consists of income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible.

The income tax provision consists of the following:

	Year ended December 31, 2021			For the period from June 12, 2020 (inception) through December 31, 2020
Current
Federal	$	-		$	30,057
State		-			-
Deferred
Federal		(649,028	)		(43,594	)
State		-			-
Valuation allowance		649,028			43,594
Income tax provision	$	-		$	30,057

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

	December 31,
	2021			2020
Deferred tax assets:
Start-up/Organization costs	$	686,214		$	43,594
Net operating loss carryforwards		6,408			-
Total deferred tax assets		692,622			43,594
Valuation allowance		(692,622	)		(43,594	)
Deferred tax asset, net of allowance	$	-		$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. As of December 31, 2021 and 2020, the valuation allowance was approximately $693,000 and $44,000, respectively.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:

	Year ended December 31, 2021			For the period from June 12, 2020 (inception) through December 31, 2020
Statutory federal income tax rate		21.0	%		21.0	%
Change in fair value of derivative warrant liabilities		(24.1	)%		(18.2	)%
Financing costs - derivative warrant liabilities		0.0	%		(2.7	)%
Change in valuation allowance		3.1	%		(0.4	)%
Income tax		0.0	%		(0.3	)%

There were no unrecognized tax benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.