INCOME TAXES (Tables)
|
12 Months Ended |
Dec. 31, 2024 |
Income Tax Disclosure [Abstract] |
|
SCHEDULE OF INCOME LOSS BEFORE PROVISION FOR INCOME TAX |
Income/(loss)
before provision for income taxes consisted of the following:
SCHEDULE
OF INCOME LOSS BEFORE PROVISION FOR INCOME TAX
| |
Year ended December 31, 2024 | | |
Period from March 16, 2023 (inception) through December 31, 2023 | |
United States | |
$ | (23,753,863 | ) | |
$ | (3,793,585 | ) |
|
SCHEDULE OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT) |
The
federal and state income tax provision (benefit) is summarized as follows:
SCHEDULE
OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT)
| |
Year ended December 31, 2024 | | |
Period from March 16, 2023 (inception) through December 31, 2023 | |
Current | |
| | | |
| | |
Federal | |
$ | - | | |
$ | - | |
State* | |
| - | | |
| - | |
Other | |
| - | | |
| - | |
Total current tax expense | |
| - | | |
| - | |
| |
| | | |
| | |
Deferred | |
| | | |
| | |
Federal | |
| - | | |
| - | |
State | |
| - | | |
| - | |
Other | |
| - | | |
| - | |
Total deferred tax expense | |
| - | | |
| - | |
| |
| | | |
| | |
Total tax expense | |
$ | - | | |
$ | - | |
|
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES |
The
tax effects of significant items comprising the Company’s deferred taxes as of December 31 are as follows:
SCHEDULE
OF DEFERRED TAX ASSETS AND LIABILITIES
| |
December 31, 2024 | | |
December 31, 2023 | |
Deferred tax assets: | |
| | | |
| | |
Start-up expenses | |
$ | 2,469,389 | | |
$ | 524,208 | |
Land development costs | |
| - | | |
| 52,584 | |
Net operating loss | |
| 2,442,165 | | |
| 1,715 | |
Accruals and other | |
| 696 | | |
| 137 | |
Stock based compensation | |
| 1,623,724 | | |
| - | |
Accrued bonuses | |
| 289,460 | | |
| - | |
Bridge loan discount | |
| 375,240 | | |
| - | |
Total deferred tax assets | |
| 7,200,674 | | |
| 578,644 | |
| |
| | | |
| | |
Deferred tax liabilities: | |
| | | |
| | |
Fixed assets | |
| (495 | ) | |
| - | |
Total deferred tax liabilities | |
| (495 | ) | |
| - | |
| |
| | | |
| | |
Valuation allowance | |
| (7,200,179 | ) | |
| (578,644 | ) |
Net deferred taxes | |
$ | - | | |
$ | - | |
|
SCHEDULE OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS |
Net
operating losses and tax credit carryforwards as of the Financial Statement Date December 31, 2024, are as follows:
SCHEDULE
OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS
| |
Amount | | |
Expiration Years |
| |
| | |
|
Net operating losses, federal (Post December 31, 2017) | |
$ | 10,985,067 | | |
Do Not Expire |
Net operating losses, state | |
| 4,225,813 | | |
- |
|
SCHEDULE OF EFFECTIVE TAX RATE OF COMPANY’S PROVISION (BENEFIT) |
The
effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:
SCHEDULE
OF EFFECTIVE TAX RATE OF COMPANY’S PROVISION (BENEFIT)
| |
Year ended December 31, 2024 | | |
Period from March 16, 2023 (inception) through December 31, 2023 | |
| |
| | |
| |
Statutory rate | |
| 21.00 | % | |
| 21.00 | % |
State tax | |
| 1.44 | % | |
| 0.74 | % |
SPAC exploration expenses | |
| - | | |
| -2.49 | % |
SAFE note expenses | |
| -0.84 | % | |
| -3.76 | % |
Change in valuation allowance | |
| -25.77 | % | |
| -15.25 | % |
Start up costs | |
| 8.06 | % | |
| - | |
Other | |
| -1.20 | % | |
| -0.24 | % |
Earn out shares value adjustment | |
| 3.60 | % | |
| - | |
Success based fees | |
| 2.78 | % | |
| - | |
Stock based compensation | |
| -2.37 | % | |
| - | |
IPO related finance charge | |
| -6.70 | % | |
| - | |
Total | |
| - | | |
| - | |
The
effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows (in
dollars):
| |
Year ended December 31, 2024 | | |
Period from March 16, 2023 (inception) through December 31, 2023 | |
| |
| | |
| |
Statutory rate | |
$ | (4,988,311 | ) | |
$ | (796,653 | ) |
State tax | |
| (343,105 | ) | |
| (28,171 | ) |
SPAC exploration expenses | |
| - | | |
| 94,524 | |
SAFE note expenses | |
| 200,550 | | |
| 142,485 | |
Change in valuation allowance | |
| 6,122,057 | | |
| 578,644 | |
Start up costs | |
| (1,914,151 | ) | |
| - | |
Other | |
| 285,233 | | |
| 9,171 | |
Earn out shares value adjustment | |
| (856,002 | ) | |
| - | |
Success based fees | |
| (661,500 | ) | |
| - | |
Stock based compensation | |
| 563,884 | | |
| - | |
IPO related finance charge | |
| 1,591,345 | | |
| - | |
Total | |
$ | - | | |
$ | - | |
|