Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

Note 10 – Income Tax

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

	December 31,			December 31,
	2021			2020
Deferred tax asset
Federal net operating loss		26,079			—
Total deferred tax asset		26,079
Valuation Allowance		(26,079	)		—
Deferred tax asset, net of allowance	$	—		$	—

The income tax provision consists of the following:

	Year Ended December 31,			For the Period from December 30, 2020 (Inception) Through December 31,
	2021			2020
Federal
Current		-			-
Deferred	$	26,079		$	-
State
Current		-			-
Deferred		-			-
Change in valuation allowance		(26,079	)		-
Income tax provision	$	-		$	-

As of December 31, 2021, the Company has $124,184 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. 

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, the change in the valuation allowance was $26,079.

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

	December 31, 2021			December 31, 2020
Statutory federal income tax rate		21.00	%		21.0	%
State taxes, net of federal tax benefit		0.00	%		0.0	%
Stock issuance costs		(26.65	)%		0.0	%
Change in fair market value of warrants		17.89	%		0.0	%
Warrant transaction costs		(10.67	)%
Change in valuation allowance		(1.57	)%		0.0	%
Income tax provision		—	%		0.0	%

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in the fair value of warrants, transaction costs associated with warrants, stock issuance costs and the recording of full valuation allowances on deferred tax assets and permanent differences.

The Company files income tax returns in the U.S. federal jurisdiction and in Ohio and is subject to examination by the various taxing authorities.