TAXES

12 Months Ended

Dec. 31, 2024

TAXES

TAXES

NOTE 11. TAXES

	For the year ended		For the year ended
	December 31, 2024		December 31, 2023
Deferred tax assets:		—		—
Start-up costs	$	644,728	$	420,391
Total deferred tax assets		644,728		420,391
Valuation Allowance		(644,728)		(420,391)
Deferred tax asset, net of allowance	$	—	$	—

	For the year ended		For the year ended
	December 31, 2024		December 31, 2023
Federal		—		—
Current	$	244,065	$	550,465
Deferred		(224,337)		(240,110)
State and local		—		—
Current		—		—
Deferred		—		—
Change in valuation allowance		224,337		240,110
Income tax provision	$	244,065	$	550,465

As of December 31, 2024, the Company had no U.S. federal operating loss carryovers.

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 period ended December 31, 2024 and December 31, 2023, the change in the valuation allowance was $224,337 and $240,110, respectively.

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

	For the Year		For the Year
	Ended		Ended
	December 31,		December 31,
	2024		2023
U.S. federal statutory rate	21.0	%	21.0	%
Transaction Costs	(23.6)	%	(2,074.9)	%
Penalties	—	%	(21.5)	%
Valuation allowance	(29.1)	%	(1,605.7)	%
Income tax provision	(31.7)	%	(3,681.1)	%

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.