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Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Taxes [Abstract]  
Income Taxes

Note 9 — Income Taxes

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

 

December 31,
2024

  

December 31,
2023

Deferred tax asset/(liability)

  

 

  

 

  

 

  

 

Organizational costs/Startup expenses

  

$

694,480

 

  

$

436,196

 

Unrealized gain/loss – Trust

  

 

—

 

  

 

(13,661

)

Net deferred tax asset

  

 

694,480

 

  

 

422,535

 

Valuation allowance

  

 

(694,480

)

  

 

(436,196

)

Deferred tax (liability), net of allowance

  

$

—

 

  

$

(13,661

)

The income tax provision consists of the following:

 

For the
Year Ended
December 31,
2024

  

For the
Year Ended
December 31,
2023

Federal

  

 

  

 

  

 

  

 

Current

  

$

94,174

 

  

$

480,069

 

Deferred

  

 

(271,945

)

  

 

(226,991

)
   

 

  

 

  

 

  

 

State

  

 

  

 

  

 

  

 

Change in valuation allowance

  

 

258,284

 

  

 

203,712

 

Income tax provision

  

$

80,513

 

  

$

456,790

 

As of December 31, 2024 and 2023, the Company had $0 in U.S. federal 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. For the years ended December 31, 2024 and 2023, the change in the valuation allowance was $258,284 and $203,712.

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

 

December 31,
2024

  

December 31,
2023

Statutory federal income tax rate

  

21.0

%

  

21.0

%

Prior Year Trueup

  

0.00

 

  

0.00

 

Change in fair value of warrant liabilities

  

(18.7

)

  

(11.4

)

Business combination expenses

  

0.00

 

  

5.8

 

Penalties and interest

  

0.00

 

  

0.2

 

Change in valuation allowance

  

(3.0

)

  

12.6

 

Income tax provision

  

(0.90

)%

  

28.2

%

The Company files income tax returns in the U.S. federal, New York and New York City jurisdictions and is subject to examination by the various taxing authorities since inception.