NOTE 8 — INCOME TAX

The Company’s net deferred tax assets (liability) at December 31, 2023 and 2022 are as follows:

    

December 31, 

    

December 31, 

2023

2022

Deferred tax assets (liability)

Startup/Organization Expenses

$

549,352

$

347,666

Total deferred tax assets (liability)

549,352

347,666

Valuation Allowance

(549,352)

(347,666)

Deferred tax assets (liability)

$

$

The income tax provision for the years ended December 31, 2023 and 2022 consists of the following:

    

December 31, 

December 31,

 

2023

2022

Federal

 

  

Current

$

72,824

$

250,739

Deferred

(201,686)

 

(345,278)

State and Local

 

Current

 

Deferred

 

Change in valuation allowance

201,686

345,278

Income tax provision

$

72,824

$

250,739

As of December 31, 2023 and 2022, the Company had $0 of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely.

In assessing the realization of the deferred tax assets (liability), management considers whether it is more likely than not that some portion of all of the deferred tax assets (liability) will not be realized. The ultimate realization of deferred tax assets (liability) 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 (liability), 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, 2023, the change in the valuation allowance was $201,686. For the year ended December 31, 2022, the change in the valuation allowance was $345,278. During the years ended December 31, 2023 and 2022, the Company had tax penalties regarding Delaware Franchise Tax for $250 and $0, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows:

    

December 31,

December 31,

2023

2022

Statutory federal income tax rate

 

21.0

%

21.0

%

State taxes, net of federal tax benefit

 

0.0

%

0.0

%

Change in fair value of forward purchase agreement

(5.13)

%

0.0

%

Transaction costs allocated to warrants

(2.46)

%

0.0

%

Change in fair value of over-allotment option liability

0.0

%

0.0

%

Fines and penalties

(0.01)

%

0.0

%

Valuation allowance

 

(20.97)

%

(76.5)

%

Income tax provision

 

(7.57)

%

(55.5)

%

The Company files income tax returns in the U.S. (including California and Oklahoma) and is subject to examination by the various taxing authorities since inception.

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About Income Taxes Disclosures

The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.

Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.