8-K
ABUNDIA GLOBAL IMPACT GROUP, INC. (AGIG)
United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date of earliest event reported): April 24, 2025
HOUSTON
AMERICAN ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-32955 | 76-0675953 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
801 Travis Street, Suite 1425
Houston, Texas 77002
(Address of principal executive offices, including zip code)
713-222-6966
(Registrant’s
telephone number,
including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | HUSA | NYSE<br> American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.07. Submission of Matters to a Vote of Security Holders
On April 24, 2025, Houston American Energy Corp. (the “Company”) held a special meeting of stockholders. The final results for each of the matters submitted to a vote of stockholders at the special meeting, as set forth in the Proxy Statement, are as follows:
Proposal1. The issuance of a number of shares of Common Stock equal to 94% of all the issued and outstanding Common Stock of the Company at the time of the closing under that certain Share Exchange Agreement dated as of February 20, 2025, by and among the Company, Abundia Financial, LLC and Bower Family Holdings, LLC was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 5,369,822 | 585,049 | 11,401 | 0 |
Proposal2. The amendment to the Company’s certificate of incorporation to effect a reverse stock split of all of the outstanding shares of Common Stock at a ratio in the range of 1-for-5 to 1-for-60, with such ratio to be determined by the Board, was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 5,347,347 | 617,263 | 1,662 | 0 |
Proposal3. The amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock that may be issued from 20,000,000 to 300,000,000 was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 5,364,647 | 591,718 | 9,907 | 0 |
Proposal4. The adjournment of the special meeting, to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1, Proposal 2, or Proposal 3 was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 5,403,936 | 424,701 | 137,635 | 0 |
Item7.01. Regulation FD Disclosure
On April 28, 2025, the Company issued a press release announcing the results of the special meeting of stockholders. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item9.01. Financial Statements and Exhibits
| Exhibit Number | Title |
|---|---|
| 99.1 | Press Release of Houston American Energy Corp. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOUSTON<br> AMERICAN ENERGY CORP. | ||
|---|---|---|
| Dated:<br> April 28, 2025 | ||
| By: | /s/ Peter Longo | |
| Name: | Peter<br> Longo | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
HoustonAmerican Energy Corp. Announces Results of Special Meeting of Stockholders
HOUSTON,TX, April 28, 2025 – Houston American Energy Corp. (NYSE American: HUSA) (“HUSA” or the “Company”), today announced the results of the Company’s special meeting of stockholders (the “Meeting”) held virtually on April 24, 2025.
At the Meeting, all of the matters put forward before the Company’s stockholders for consideration and approval, as set out in the Company’s definitive proxy statement dated April 11, 2025, were approved by the requisite number of votes cast at the meeting.
Of most importance, the HUSA shareholders approved the Company’s proposed acquisition of Abundia Global Impact Group (AGIG) with over 90% of shareholders’ votes cast supporting HUSA’s plan to acquire AGIG, a company specializing in converting waste into high value fuels and chemicals. The acquisition supports HUSA’s strategy to diversify its portfolio, expand its global footprint and execute its strategy aimed at driving shareholder value through innovation in the renewable energy sector.
HUSA and AGIG will continue developing a structured integration and execution plan, with additional updates to come as the acquisition advances toward closing. HUSA currently anticipates closing on the AGIG acquisition by the end of second quarter of 2025.
“The AGIG acquisition aligns with our strategy to position HUSA into the multi-billion-dollar renewable energy market” said Peter Longo, CEO of HUSA. AGIG has developed a commercially ready project for converting waste into valuable fuels and chemicals, and this transaction gives HUSA stockholders a ready-made platform and project pipeline for future value generation. We are witnessing the growing momentum of the fuel and chemical industry’s transformation into alternative solutions like recycled chemical alternatives and the highly publicized sustainable aviation fuel market.”
AboutHUSA
HUSA is an independent oil and gas company focused on the development, exploration, acquisition, and production of natural gas and crude oil properties. Our principal properties, and operations, are in the U.S. Permian Basin. Additionally, we have properties in the Louisiana U.S. Gulf Coast region. For more information, please visit: https://houstonamerican.com/.
AboutAbundia Global Impact Group
AGIG’s mission is to transition the world into a decarbonized future through the deployment of its technologies, which convert plastic and certified biomass waste into high-quality renewable fuels, energy, and chemical products, providing sustainable solutions that meet the growing demand within established global markets, thus facilitating the transition into a decarbonized future. AGIG is preparing to build its first advanced plastic recycling facility in Cedar Port, Texas. The facility represents the first phase of a structured, capital-efficient growth plan aimed at scaling and deploying AGIG’s technologies for producing renewable fuels and chemicals from waste.
CautionaryNote Regarding Forward-Looking Information:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this news release includes, but not limited to, statements regarding HUSA’s expected financial condition and performance, the current and projected market, and growth opportunities for the company.
With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing our business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
For additional information, view the company’s website at www.houstonamerican.com or contact Houston American Energy Corp. at (713) 222-6966.