Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 9 — INCOME TAX

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

	December 31,			December 31,
	2021			2020
Deferred tax assets
Net operating loss carryforward	$	46,204		$	19,399
Startup and organizational costs		450,055			20,012
Unrealized loss on marketable securities		54			880
Total deferred tax assets		496,313			40,291
Valuation allowance		(496,313	)		(40,291	)
Deferred tax assets, net of allowance	$	—		$	—

For the year ended December 31, 2021 and for the period from August 14, 2020 (inception) through December 31, 2020 the income tax provision consists of the following:

	December 31,			December 31,
	2021			2020
Federal
Current	$	—		$	—
Deferred		(402,372	)		(33,390	)
State and Local
Current		—			—
Deferred		(53,650	)		(6,901	)
Change in valuation allowance		456,022			40,291
Income tax provision	$	—		$	—

As of December 31, 2021 and 2020, the Company had $189,177 and $76,553 of U.S. federal and state net operating loss carryovers available to offset future taxable income and can be carried forward indefinitely, respectively.

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 for the period August 14, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $456,022 and $40,291, respectively.

For the year ended December 31, 2021 and for the period from August 14, 2020 (inception) through December 31, 2020 a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

	December 31, 2021			December 31, 2020
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		2.8			4.3
Transaction costs allocable to warrant liabilities		0.0			(1.8	)
Change in fair value of warrants		(26.8	)		(23.0	)
Valuation allowance		3.0			(0.5	)
Income tax provision		0.0	%		0.0	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction.