Income Taxes

11 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 - Income Taxes

The income tax provision consists of the following:

	For the period from February 5, 2021 (inception) through December 31, 2021
Current
Federal	$	(17,089	)
State		-
Deferred
Federal		(449,824	)
State		-
Valuation allowance		466,913
Income tax provision	$	-

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

	December 31, 2021
Deferred tax assets:
Start-up/Organization costs	$	449,824
Net operating loss carryforwards		17,089
Total deferred tax assets		466,913
Valuation allowance		(466,913	)
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. For the period from February 5, 2021 (inception) to December 31, 2021, the valuation allowance was $466,913. As of December 31, 2021, the Company had $17,089 in net operating loss carryovers to offset future taxable income.

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

	For the period from February 5, 2021 (inception) through December 31, 2021
Statutory federal income tax rate		21.0	%
Change in fair value of derivative warrant liabilities		(0.9	)%
Offering costs associated with derivative warrant liabilities		(2.0	)%
Gain from expiration of over-allotment option		0.1	%
Change in valuation allowance		(18.2	)%
Income tax expense		0.0	%

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. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.