NOTE 9. INCOME TAXES

 

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

 

   December 31,   December 31, 
   2025   2024 
Deferred tax assets          
Net operating loss carryforward  $
-
   $
-
 
Startup Costs   248,509    137,879 
Total deferred tax assets   248,509    137,879 
Valuation allowance   (248,509)   (137,879)
Deferred tax assets, net of allowance  $
-
   $
-
 

 

The income tax provision for the years ended December 31, 2025 and 2024 consists of the following:

 

   December 31,   December 31, 
   2025   2024 
Federal          
Current  $579,272   $61,039 
           
Deferred   (110,630)   (47,668)
State          
Current  $
   $
 
Deferred   
    
 
Change in valuation allowance   110,630    47,668 
Income tax provision  $579,272   $61,039 

 

As of December 31, 2025 and 2024, the Company had a total of $0 and $0, respectively, 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, 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, 2025 and 2024, the change in the valuation allowance was $110,630 and $47,668 respectively.

 

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

 

   December 31,   December 31, 
   2025   2024 
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 warrants   0.0%   0.0%
Change in valuation allowance   5.0%   74.9%
Income tax provision   26.0%   95.9%

 

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

 

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Historical Timeline

Fiscal YearFiled
2025Mar 16, 2026Showing above
2024Mar 31, 2025

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.