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Income Taxes
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Income Taxes

Note 10.Income Taxes

The Company utilized the discrete method for estimating its interim income tax provision. During the three months ended March 31, 2025 and 2024, the Company recorded an income tax provision of $88,327 and $64,703, respectively, and our effective tax rate was (661.36)% and 19.83%, respectively. The effective tax rate differs from the Federal statutory tax rate of 21% due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets. The income tax provision of $88,327 for the three months ended March 31, 2025 includes a return to provision adjustment of $35,014.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs. The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As such, the Company recorded a full valuation allowance against net deferred tax assets as of March 31, 2025.

Note 10.Income Taxes

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

December 31,

    

2024

    

2023

Deferred tax assets:

Capitalized start-up costs

$

1,276,291

$

877,440

Net operating loss carryforward

 

56,503

39,845

Total deferred tax assets

 

1,332,794

 

917,285

Valuation allowance

 

(1,332,345)

 

(861,760)

Net deferred tax assets

449

 

55,525

Deferred tax liabilities:

Accrued dividends on marketable securities held in Trust Account

(449)

(55,525)

Total deferred tax liabilities

(449)

(55,525)

Net deferred tax assets (liabilities)

$

$

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

December 31,

    

2024

    

2023

Current expense (benefit)

  

  

Federal

$

152,466

$

1,319,280

State

 

 

Deferred expense (benefit)

 

 

Federal

 

(340,644)

 

(457,790)

State

 

(129,941)

 

(192,083)

Change in Valuation Allowance

 

470,585

 

649,873

Income tax provision

$

152,466

$

1,319,280

As of December 31, 2024 and 2023, the Company has federal net operating loss carryforwards of $0 and $0, respectively, that may be carried forward indefinitely. As of December 31, 2024 and 2023, the Company has gross state net operating loss carryforwards of $809,078 and $570,536, respectively, which begin to expire in 2041.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all 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. For the years ended December 31, 2024 and 2023, the change in the valuation allowance was $470,585 and $649,873, respectively.

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

    

December 31,

 

2024

    

2023

Statutory federal income tax rate

21.00

%  

21.00

%  

State taxes, net of federal tax benefit

 

2.62

%  

(4.74)

%  

Change in fair value of warrant liabilities

 

(17.20)

%  

0.28

%  

Change in valuation allowance

 

(9.50)

%  

16.05

%  

Income tax provision

 

(3.08)

%  

32.59

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets.

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. The Company considers Delaware to be a significant state tax jurisdiction.

Angel Studios, Inc. CIK: 0001671941    
Income Taxes  

13.

Income Taxes

The components of the provision (benefit) for income taxes, net are as follows for the years ended December 31:

    

2024

    

2023

    

2022

U.S. Federal:

Current

$

(251,837)

$

1,098,349

$

(305,933)

Deferred

 

3,219,201

(3,219,201)

(366,667)

Total

 

2,967,364

(2,120,852)

(672,600)

U.S. State:

Current

(213,880)

204,535

(24,306)

Deferred

781,118

(781,118)

(68,279)

Total

567,238

(576,583)

(92,585)

Provision (benefit) for income taxes, net

$

3,534,602

$

(2,697,435)

$

(765,185)

The items accounting for differences between income taxes computed at the federal statutory rate and the provision (benefit) recorded for income taxes are as follows for the years ended December 31:

    

2024

    

2023

    

2022

Federal income tax at statutory rates

$

(18,150,928)

$

1,326,085

$

(3,016,213)

State income tax at statutory rates

 

(2,975,942)

 

(228,939)

 

(422,908)

DTA adjustment

 

(235,346)

 

(115,470)

 

Change in valuation allowance

 

25,861,296

 

(2,348,227)

 

2,348,227

Federal tax credits

 

(789,620)

 

(1,216,878)

 

Other

 

(174,858)

 

(114,006)

 

325,709

$

3,534,602

$

(2,697,435)

$

(765,185)

Significant components of the Company’s net deferred income tax assets, which are included in other long-term assets on the consolidated balance sheets, are as follows as of December 31:

    

2024

    

2023

    

2022

Net operating loss carryforwards

$

18,872,026

$

$

1,044,440

Research and development

 

5,564,482

 

3,787,461

 

1,108,958

Digital asset impairment

 

1,491,329

 

1,920,228

 

1,919,244

Research and development credits

 

1,180,635

 

229,867

 

Depreciation and amortization

 

(190,587)

 

(330,698)

 

(305,337)

Impairment of equity investment

243,557

Accruals and reserves

 

(310,990)

 

(554,006)

 

(317,970)

Deferred gain on sale

 

(989,156)

 

(1,052,533)

 

(1,101,108)

Valuation allowance

 

(25,861,296)

 

 

(2,348,227)

$

$

4,000,319

$

As of December 31, 2024, the Company had net operating loss (“NOL”) carryforwards available to offset future taxable income, of approximately $77.1 million. The utilization of the NOL carryforwards is subject to annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended. Section 382 imposes limitations on a corporation’s ability to utilize its NOL carryforwards if it experiences an “ownership change.” In general terms, an ownership change results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50.0% over a three-year period.

The Company has concluded that there are no significant uncertain tax positions requiring disclosure.