8-K

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

Dateof Report (Date of earliest event reported): June 27, 2025

HOUSTON

AMERICAN ENERGY CORP.

(Exactname of registrant as specified in its charter)

Delaware	001-32955	76-0675953
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
801 Travis Street, Suite 1425<br><br> <br>Houston, Texas	77002
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(Address of principal executive offices)	(Zip Code)

(713)222-6966

(Registrant’stelephone number, including area code)

Not

Applicable

(Formername 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Trading Name of each exchange on which registered
Common Stock, Par value $0.001	HUSA	NYSE 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendmentto Share Exchange Agreement

As previously disclosed, on February 20, 2025, Houston American Energy Corp., a Delaware corporation (“HUSA” or the “Company”), entered into a share exchange agreement (the “Share Exchange Agreement”) with Abundia Financial, LLC, a Delaware limited liability company (“Abundia Financial”), and Bower Family Holdings, LLC, a North Carolina limited liability company (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”). The AGIG Unitholders are the record and beneficial owners of all the issued and outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”).

Pursuant to the Share Exchange Agreement, HUSA will acquire all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders a number of shares of HUSA common stock equal to 94% of all the issued and outstanding common stock of HUSA at the time of the closing of the Share Exchange Agreement (the “Share Exchange”).

On June 27, 2025, the Company and the AGIG Unitholders entered into an amendment to the Share Exchange Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed to (i) amend the calculation of the Share Exchange to consider all common stock approved for issuance by the Company under a future equity incentive plan at the time of the closing, contingent upon the approval by the stockholders of HUSA of such future equity incentive plan; and (ii) amend the definition of Outside Date (as defined in the Share Exchange Agreement) to mean July 31, 2025, after which the Share Exchange Agreement may be terminated by any party if the closing shall not have consummated on or prior to such Outside Date.

Except as stated above, the Amendment does not make any other substantive changes to the Share Exchange Agreement.

A copy of the Amendment is filed with this Current Report on Form 8-K (“Form 8-K”) as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment to Share Exchange Agreement, dated June 27, 2025, between Houston American Energy Corp., Abundia Financial, LLC, and Bower Family Holdings, LLC.
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.

Date:<br> June 27, 2025	HOUSTON AMERICAN ENERGY CORP.
	By:	/s/ Peter Longo
	Name:	Peter Longo
	Title:	Chief Executive Officer

Exhibit10.1

AMENDMENT TO SHARE EXCHANGE AGREEMENT

This Amendment to Share Exchange Agreement (this “Amendment”) is made on the 27th day of June, 2025 with respect to that certain Share Exchange Agreement dated February 20, 2025 relating to Abundia Global Impact Group, LLC, a Delaware limited liability company (the “Agreement”) by and among Houston American Energy Corp., a Delaware corporation (“HUSA”), Abundia Financial, LLC, a Delaware limited liability company (“Abundia Financial”), and Bower Family Holdings, LLC, a North Carolina limited liability company (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”). HUSA and the AGIG Unitholders are referred to herein individually as a “Party” and collectively as the “Parties”.

Capitalized terms used in this Amendment that are not defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS

WHEREAS, the Parties entered into the Agreement;

WHEREAS, the Parties desire to amend the Agreement in several respects, as more specifically set forth herein;

NOW,THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I.

Section 2.1 of the Agreement is hereby amended to read as follows:

2.1 Purchase Price.

As full consideration for the sale, assignment, transfer and delivery of the AGIG Units by the AGIG Unitholders to HUSA, and upon the terms and subject to all of the conditions contained herein, HUSA shall issue to the AGIG Unitholders at the time of Closing a number of newly issued, fully paid and nonassessable shares of Common Stock (such shares of Common Stock, the “Exchange Shares”), which resulting number of shares of Common Stock issued shall equal ninety four percent (94%) of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the Closing (including the Exchange Shares), plus (b) all Common Stock approved for issuance by HUSA under a Future Equity Incentive Plan at the time of the Closing contingent upon the approval by the stockholders of HUSA of such Future Equity Incentive Plan.

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II.

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The following definitions are hereby added to Section 1.1 of the Agreement:

“Future Equity Incentive Plan” means an equity incentive plan for the issuance of HUSA Securities to directors, officers, employees, and consultants of HUSA and its Subsidiaries adopted by HUSA and approved by the stockholders of HUSA pursuant to Section 711 of the NYSE American Company Guide.

“HUSA Securities” means Common Stock, options, stock appreciation rights, restricted stock awards, restricted stock units, deferred compensation awards and any other security to be issued by HUSA as compensation to directors, officers, employees and consultants of HUSA and its Subsidiaries.

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III.

Section 8.1(b) of the Agreement is hereby amended to read as follows:

(b) after July 31, 2025 (the “Outside Date”), by any Party by delivery of a written notice to the other Party in accordance with Section 9.1 if the Closing shall not have been consummated on or prior to 5:00 pm Eastern Time on the Outside Date; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party whose failure or whose Affiliate’s failure to perform any of its representations, warranties, covenants or other obligations under this Agreement has been the primary cause of, or otherwise primarily resulted in, the failure of the Closing to occur on or prior to such date;

IV.

All of the provisions contained in the Agreement are hereby ratified and the same shall remain in full force and effect except to the extent set forth in this Amendment.

[Signaturepage follows.]

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INWITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.

HOUSTON AMERICAN ENERGY CORP.
By:	/s/ Peter Longo
Name:	Peter<br> Longo
Title:	Chief<br> Executive Officer
ABUNDIA FINANCIAL, LLC
By:	/s/ Joseph M Gasik
Name:	Joseph<br> M Gasik
Title:	Managing<br> Member
BOWER FAMILY HOLDINGS, LLC
By:	/s/ Kevin Bower
Name:	Kevin<br> Bower
Title:	Managing<br> Director