Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account and changes in fair value of derivative liabilities, if applicable. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible.

The income tax (benefit) provision consists of the following:

	For the Year Ended December 31, 2021			For the Period from November 25, 2020 (inception) through December 31, 2020
Current
Federal	$	-		$	-
State		-			-
Deferred
Federal		(368,841	)		(2,293	)
State		-			-
Valuation allowance		368,841			2,293
Income tax provision	$	-		$	-

The Company’s net deferred tax asset is summarized as follows:

	December 31,
	2021			2020
Deferred tax assets:
Start-up/Organization costs	$	344,048		$	2,100
Net operating loss carryforwards		27,086			193
Total deferred tax assets		371,133			2,293
Valuation allowance		(371,133	)		(2,293	)
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 a deferred tax asset 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 asset and has therefore established a full valuation allowance. For the year ended December 31, 2021 and the period from November 25, 2020 (inception) through December 31, 2020, the valuation allowance increased by approximately $369,000 and approximately $2,000, respectively.

As of December 31, 2021 and 2020, the Company had approximately $129,000 and approximately $1,000, respectively, of U.S. federal net operating loss carryovers, which do not expire, available to offset future taxable income.

There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties as of 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 is subject to income tax examinations by major taxing authorities since inception.

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

	For the Year Ended December 31, 2021			For the Period from November 25, 2020 (inception) through December 31, 2020
Statutory federal income tax rate		21.0	%		21.0	%
Meals & entertainment		0.0	%		0.0	%
Financing costs		1.6	%		0.0	%
Change in fair value of warrant liabilities		-26.0	%		0.0	%
Change in valuation allowance		3.4	%		-21.0	%
Effective tax rate		0.0	%		0.0	%