v3.26.1
Income Tax
 12 Months Ended
Dec. 31, 2025
Income Tax [Abstract]  
INCOME TAX

Note 14 — INCOME TAX

In the year ended December 31, 2025, the difference between the statutory tax rate and the Company’s effective tax rate was due primarily to state and local income taxes and change in fair values of Earnout, True-up, Subject Vesting and Equity Line liabilities. The Company recorded an income tax expense in the year ended December 31, 2024. In the year ended December 31, 2024, the difference between the statutory tax rate and the Company’s effective tax rate was due primarily to the change in tax status of the entity.

A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate and income tax expense (benefit) is as follows:

 

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Income tax expense (benefit) computed at federal statutory tax rate

 

 

(5,737,452

)

 

 

21.0

%

 

 

62,359,838

 

 

 

21.0

%

State and local income taxes, net of federal income tax effect

 

 

(1,870,165

)

 

 

6.8

%

 

 

16,454,870

 

 

 

5.6

%

Foreign tax effects

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Effect of changes in relevant tax rates in the current period

 

 

(5,319,026

)

 

 

19.5

%

 

 

—

 

 

 

—

 

Effect of cross-border tax laws

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Tax credits

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Changes in valuation allowances

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Nontaxable or nondeductible items

 

 

 

 

 

—

 

 

 

 

 

 

—

 

Change in fair value of Earnout, True-up, Subject Vesting and Equity Line liabilities

 

 

(5,130,074

)

 

 

18.8

%

 

 

(6,622,560

)

 

 

(2.2

)%

Costs related to Business Combination

 

 

—

 

 

 

—

 

 

 

11,021,988

 

 

 

3.7

%

Other permanent adjustments

 

 

(220,491

)

 

 

0.8

%

 

 

(1,958,089

)

 

 

(0.7

)%

Changes in unrecognized tax benefits

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Other adjustments

 

 

 

 

 

 

 

 

 

 

 

 

Prior year true-up

 

 

(3,794

)

 

 

—

 

 

 

—

 

 

 

—

 

Effective tax rate

 

 

(18,281,002

)

 

 

66.9

%

 

 

81,256,047

 

 

 

27.4

%

 

The components of income tax expense (benefit) are as follows:

 

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Federal

 

 

 

 

 

 

Current tax expense

 

$

—

 

 

$

—

 

Deferred tax expense (benefit)

 

 

(9,180,760

)

 

 

60,427,097

 

Total federal

 

 

(9,180,760

)

 

 

60,427,097

 

 

 

 

 

 

 

 

State and local

 

 

 

 

 

 

Current tax expense

 

 

—

 

 

 

—

 

Deferred tax expense (benefit)

 

 

(9,100,242

)

 

 

20,828,950

 

Total state and local

 

 

(9,100,242

)

 

 

20,828,950

 

Total income tax expense (benefit)

 

$

(18,281,002

)

 

$

81,256,047

 

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows:

 

 

 

December 31,

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Net operating losses

 

$

7,558,637

 

 

$

2,894,110

 

Stock-based compensation and other accrued expenses

 

 

1,533,579

 

 

 

621,958

 

Start-up costs

 

 

820,304

 

 

 

778,644

 

Capitalized R&D expense

 

 

1,052,373

 

 

 

1,287,402

 

Lease liabilities

 

 

30,515

 

 

 

40,611

 

Total deferred tax asset

 

 

10,995,408

 

 

 

5,622,725

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Outside basis in joint venture

 

 

73,941,884

 

 

 

86,839,767

 

Right-of-use asset

 

 

28,325

 

 

 

38,709

 

Other

 

 

244

 

 

 

296

 

Total deferred tax liability

 

 

73,970,453

 

 

 

86,878,772

 

Net deferred tax liabilities

 

$

62,975,045

 

 

$

81,256,047

 

 

As of December 31, 2025, the Company has generated federal net operating losses of $30.9 million and state net operating losses of $19.9 million. The federal and state net operating loss carryforwards generated inception to date will never expire. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all of the evidence, the Company has not recorded a valuation allowance against its deferred tax assets at December 31, 2025 because management has determined that it is more likely than not that the Company recognize the benefits of its federal and state deferred tax assets.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal and state jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2025, the open tax years are December 31, 2024, 2023 and 2022.

The Company has no open tax audits with any taxing authority as of December 31, 2025.