Entity information:

8. INCOME TAX

 

Information for the period from June 13, 2016 (inception) through December 31, 2016 is not presented as it is not deemed to be material.

 

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

 

  December 31,
2017
 
    
Deferred tax asset   
Unrealized loss on marketable securities $40,825 
Total deferred tax asset  40,825 
Valuation allowance  (40,825)
Deferred tax asset, net of allowance $ 

 

The income tax provision consists of the following:

 

  Year Ended 
December 31,
2017
 
Federal   
Current $369,512 
Deferred  (40,825)
     
State    
Current $ 
Deferred   
Change in valuation allowance  40,825 
Income tax provision $369,512 

  

As of December 31, 2017, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations.

 

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, 2017, the change in the valuation allowance was $40,825.

 

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows:

 

  Year Ended 
December 31, 
2017
 
Statutory federal income tax rate  34.0%
State taxes, net of federal tax benefit  0.0%
Deferred tax rate change  2.8%
Change in valuation allowance  4.6%
Income tax provision (benefit)  41.4%

 

The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers Pennsylvania to be a significant state tax jurisdiction.