v3.25.2
Income Tax
 12 Months Ended
Dec. 31, 2024
Income Tax [Abstract]  
Income Tax

Note 11 — Income Tax

The Company’s net deferred tax assets as of December 31, 2024 and 2023 are as follows:

​

​

​

​

​

​

​

​

    

2024

    

2023

Deferred tax assets

 

​

  

 

​

  

Organizational costs/start-up expenses

​

$

799,003

​

$

658,644

Total deferred tax assets

​

 

799,003

​

 

658,644

Valuation allowance

​

 

(799,003)

​

 

(658,644)

Deferred tax assets, net of allowance

​

$

—

​

$

—

​

The income tax provision for income taxes for the years ended December 31, 2024 and 2023 consisted of the following:

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​

​

​

​

​

​

​

    

2024

    

2023

Federal

 

​

  

 

​

  

Current

​

$

81,983

​

$

13,333

Deferred

​

 

(140,359)

​

 

(432,190)

State

​

 

  

​

 

  

Current

​

 

—

​

 

—

Deferred

​

 

—

​

 

—

Change in valuation allowance

​

 

140,359

​

 

432,190

Provision for income taxes

​

$

81,983

​

$

13,333

​

As of December 31, 2024 and 2023, the Company has no U.S. federal net operating loss carryovers, which do not expire, and no 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties for the years ended December 31, 2024 and 2023. 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 $140,359 and $432,190, respectively.

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

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​

​

​

​

​

​

    

December 31,

    

December 31,

 

​

​

2024

​

2023

 

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

 

(1.0)

%  

(0.6)

%

Acquisition facilitative expenses

 

(3.3)

%  

(2.1)

%

Change in valuation allowance

 

(40.4)

%  

(18.9)

%

Income tax provision

 

(23.7)

%  

(0.6)

%

​

The Company has identified the United States as its only major tax jurisdiction. The Company may be subject to income tax examinations by major taxing authorities. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.