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 are as follows:

Description	December 31, 2021			December 31, 2020
Deferred tax assets
Net operating loss carryforward	$	57,440		$	20,227
Startup and organizational expenses		322,752			74,400
Total deferred tax assets		380,192			94,627
Valuation Allowance		(380,192	)		(94,627	)
Deferred tax assets, net of allowance	$	—		$	—

The income tax provision consists of the following:

Description	December 31, 2021			For the Period from May 22, 2020 (Inception) Through December 31, 2020
Federal
Current	$	—		$	—
Deferred		(380,192	)		(94,627	)
State and Local
Current		—			—
Deferred		—			—
Change in valuation allowance		380,192			94,627
Income tax provision	$	—		$	—

As of December 31, 2021 and December 31, 2020, the Company had $273,522, and $96,318 of U.S. federal net operating loss carryovers, which do not expire, 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, the change in the valuation allowance was $285,565. For the period from May 22, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $94,627.

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

Description	December 31, 2021				December 31, 2020
Statutory federal income tax rate		21.0		%		21.0		%
State taxes, net of federal tax benefit		-		%		-		%
Change in fair value of warrants		(21.1	)	%		(14.8	)	%
Change in fair value of forward purchase agreement liability		(1.7	)	%		(3.7	)	%
Transaction costs allocable to warrants		-		%		(1.7	)	%
Valuation allowance		1.8		%		(0.8	)	%
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.