Income Tax

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Tax

NOTE 9. INCOME TAX

The Company’s net deferred tax assets at December 31, 2024 and 2023 are as follows:

	December 31, 2024			December 31, 2023
Deferred tax assets
Net operating loss carryforward	$	—		$	—
Startup/Organization Expenses		1,274,309			802,539
Unrealized loss on marketable securities		—			—
Total deferred tax assets		1,274,309			802,539
Valuation Allowance		(1,274,309	)		(802,539	)
Deferred tax assets	$	—		$	—

The income tax provision for the years ended December 31, 2024 and 2023 consists of the following:

	December 31, 2024			December 31, 2023
Federal
Current	$	70,162		$	78,830
Deferred		(221,394	)		(406,286	)
State and Local
Current		—			—
Deferred		(54,136	)		—
Change in valuation allowance		275,530			406,286
Income tax provision	$	70,162		$	78,830

As of December 31, 2024 and 2023, the Company had $0 and $0 of U.S. federal and state net operating loss carryovers 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, 2024, the change in the valuation allowance was $275,530. For the year ended December 31, 2023, the change in the valuation allowance was $406,286.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2024 and 2023 are as follows:

	December 31, 2024			December 31, 2023
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		5.1	%		0.0	%
Change in fair value of warrant liabilities		(0.056	)%		0.0	%
Non-deductible penalties		(0.50	)%		0.0	%
Acquisition costs		(16.710	)%		(15.0	)%
Valuation allowance		(11.854	)%		(7.70	)%
Income tax provision		(3.02	)%		(1.70	)%

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 for the years ended December 31, 2024 and 2023 remain open and subject to examination.