Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 — Income Taxes

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

	For the Year Ended December 31, 2024			For the Period From May 1, 2023 (Inception) Through December 31, 2023
Deferred tax asset
Net operating loss carryforward	$	-		$	-
Startup/Organization Expenses		189,190			34,389
Total deferred tax asset		189,190			34,389
Valuation allowance		(189,190	)		(34,389	)
Deferred tax asset, net of allowance	$	-		$	-

The income tax provision consists of the following:

	For the Year Ended December 31, 2024			For the Period From May 1, 2023 (Inception) Through December 31, 2023
Federal
Current	$	754,259		$	170,649
Deferred		(154,800	)		(34,389	)
State
Current	$	-		$	-
Deferred		-			-
Change in valuation allowance		154,800			34,389
Income tax provision	$	754,259		$	170,649

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

	For the Year Ended December 31, 2024			For the Period From May 1, 2023 (Inception) Through December 31, 2023
Income at U.S. statutory rate		21.00	%		21.00	%
State taxes, net of federal benefit		0.00	%		0.00	%
Valuation allowance		5.42	%		5.30	%
		26.42	%		26.30	%

As of December 31, 2024 and 2023, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.

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. The change in the valuation allowance was $154,800 and $34,389 for the year ended 2024 and the period from May 1, 2023 (inception) through December 31, 2023, respectively.

The provision for U.S. federal income tax was $754,259 and $170,649 for the year ended 2024 and the period from May 1, 2023 (inception) through December 31, 2023, respectively. The Company’s tax return for the year ended 2024 and the period from May 1, 2023 (inception) through December 31, 2023 remain open and subject to examination.