INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

The Company’s taxable income primarily consists of income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income tax expense for the period from October 12, 2020 (inception) through December 31, 2021.

The income tax provision consists of the following:

	December 31, 2021			December 31, 2020
Current
Federal	$	—		$	—
State		—			—
Deferred
Federal		(90,904	)		(314	)
State		(38,223	)		—
Valuation allowance		129,127			314
Income tax provision	$	—		$	—

As of December 31, 2021 and 2020, the Company had a total of $120,051 and $0, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. As of December 31, 2021 and 2020, the Company did not have any state net operating loss carryovers available to offset future taxable income.

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

	December 31, 2021			December 31, 2020
Deferred tax assets:
NOL carryover	$	35,811		$	—
Start-up/organization costs		93,316			314
Total deferred tax assets		129,217			314
Valuation allowance		(129,217	)		(314	)
Deferred tax assets, 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.

There were no unrecognized tax benefits as of December 31, 2021 and 2020. No amounts were accrued for the payment of interest and penalties at December 31, 2021 and 2020. 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.

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

	December 31, 2021			December 31, 2020
Statutory Federal income tax rate		21.0	%		21.0	%
Financing cost – derivative warrant liabilities		(2.6	)%		—
Change in fair value of derivative warrant liabilities		26.0	%		—
Change in valuation allowance		(44.4	)%		(21.0	)%
Income tax expense (benefit)		0.0	%		0.0	%