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%
Income tax rate   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.

 

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Historical Timeline

Fiscal YearFiled
2024Apr 7, 2025Showing above
2023Mar 25, 2024

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.