Income Tax

12 Months Ended

Dec. 31, 2021

Income Taxes [Abstract]

Income Tax

Note 7 – 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	$	13,992		$	-
Capitalized acquisition facilitative costs		195,116			-
Federal net operating loss		171,160			-
Total deferred tax asset		380,268			-
Valuation allowance		(380,268	)
Deferred tax asset, net of allowance	$	-		$	-

The income tax provision consists of the following:

	December 31, 2021			December 7, 2020 (Inception) to December 31, 2020
Federal
Current	$	-		$	-
Deferred		380,268			-
State		-			-
Current
Deferred		-			-
Change in valuation allowance		(380,268	)		-
Income tax provision	$	-		$	-

The Company’s net operating loss carryforward as of December 31, 2021 and 2020 amounted to $815,048 and $0 and will be carried forward indefinitely.

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 December 7, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $380,268 and $0.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 is as follows:

Statutory federal income tax rate	$	21.00	%
State taxes, net of federal tax benefit		-
Permanent book/tax differences		-28.81	%
Change in valuation allowance		7.81	%
Income tax provision	$	0	%

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.