INCOME TAX

12 Months Ended

Dec. 31, 2021

INCOME TAX [Abstract]

INCOME TAX

NOTE 9. INCOME TAX

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

	December 31, 2021			December 31, 2020
Deferred tax asset (liability)
Net operating loss carryforward	$	41,951		$	8,486
Business combination expenses		202,141			—
Startup/Organization Expenses		665,145			147,099
Total deferred tax assets, net		909,237			155,585
Valuation Allowance		(909,237	)		(155,585	)
Deferred tax liability, net of valuation allowance	$	—		$	—

The income tax provision consists of the following:

	December 31, 2021			December 31, 2020
Federal
Current	$	—		$	—
Deferred		(753,652	)		(155,585	)
State and Local
Current		—			—
Deferred		—			—
Change in valuation allowance		753,652			155,585
Income tax provision	$	—		$	—

As of December 31, 2021 and 2020, the Company had a U.S. federal net operating loss carryover of approximately $200,000 and $40,000 available to offset future taxable income, 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 from August 20, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $753,652 and $155,585, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 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		0.0	%		0.0	%
Change in fair value of warrants		(27.3	)%		(19.8	)%
Change in valuation allowance		6.3	%		(1.2	)%
Income tax provision		0.0	%		0.0	%

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.