8-K/A - AGIG - Equibles

United

States

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(AmendmentNo. 2)

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of report (Date of earliest event reported): August 14, 2025 (July 1, 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> Identification 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))

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. ☐

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

EXPLANATORY

NOTE

This Current Report on Form 8-K/A (this “Amendment No. 2”) is being filed to amend and supplement “Item 9.01 - Financial Statements and Exhibits,” included in the initial report on Form 8-K filed by Houston American Energy Corp. (the “Company”) on July 1, 2025 (the “Initial Filing”) and Amendment No. 1 to the Initial Filing filed on August 1, 2025 (“Amendment No. 1”).

In the Initial Filing, in connection with the share exchange where the Company acquired all of the outstanding units of Abundia Global Impact Group , LLC, a Delaware limited liability company (“AGIG”), from the AGIG unitholders in exchange for issuing to the AGIG unitholders an aggregate of 31,778,032 shares of common stock, par value $0.001 of the Company (“Common Stock”), the Company stated that the financial statements and the unaudited pro forma financial information of the acquired business required to be filed under Item 9.01 of Form 8-K would be filed by amendment no later than 71 days following the date that the Initial filing was required to be filed. Amendment No. 1 amended Item 9.01 of the Initial Filing solely to include such financial statements and pro forma financial information required to be filed under Item 9.01 of Form 8-K, which are filed as exhibits thereto. This Amendment No. 2 is being filed to include the consolidated unaudited financial statements and unaudited pro forma condensed consolidated financial statements of AGIG for the six months ended June 30, 2025 and 2024. The information previously reported on the Initial Filing and Amendment No. 1 is incorporated by reference into this Amendment No. 2. Except as provided herein, the disclosures included in the Initial Filing and Amendment No. 1 remain unchanged.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial<br> Statements of Business Acquired. The audited financial statements of AGIG for the years ended December 31, 2024 and 2023, including<br> the notes to such financial statements and the report of independent auditors thereon, are filed herewith as Exhibit 99.1 and incorporated<br> into this Item 9.01(a) by reference. The unaudited financial statements for the three months ended March 31, 2025 and 2024, including<br> the notes to such financial statements, are filed herewith as Exhibit 99.2 and incorporated into this Item 9.01(a) by reference.<br> The unaudited financial statements for the six months ended June 30, 2025 and 2024 are filed herewith as Exhibit 99.4 and incorporated<br> into this Item 9.01(a) by reference.
(b)	Pro<br> Forma Financial Information. The unaudited pro forma condensed consolidated financial information of the Company required by this<br> item is filed herewith as Exhibit 99.3 and is incorporated into this Item 9.01(b) by reference. The unaudited pro forma condensed<br> consolidated financial information of the Company for the six months ended June 30, 2025 and 2024 required by this item is filed<br> herewith as Exhibit 99.5 and incorporated by reference in this Item 9.01(b) by reference.
---	---
(d)	Exhibits.
---	---
Exhibit No.	Description
---	---
23.1	Consent of Baker Tilly US, LLP.
99.1*	Financial Statements of Abundia Global Impact Group, LLC for the Years Ended December 31, 2024 and 2023.
99.2*	Financial Statements of Abundia Global Impact Group, LLC for the Three Months Ended March 31, 2025 and 2024.
99.3*	Unaudited<br> Pro Forma Condensed Consolidated Financial Information of Houston American Energy Corp for the three months ended March 31, 2025<br> and 2024.
99.4	Financial Statements of Abundia Global Impact Group, LLC for the Six Months Ended June 30, 2025 and 2024.
99.5	Unaudited Pro Forma Condensed Consolidated Financial Information for the six months ended June 30, 2025 and 2024.
104	Cover<br>Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

*****Previously filed.

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 AMERICAN ENERGY CORP.
Dated:<br> August 14, 2025
	By:	/s/ Edward Gillespie
	Name:	Edward<br> Gillespie
	Title:	Chief<br> Executive Officer

Exhibit23.1

CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated February 24, 2025, relating to the consolidated financial statements of Abundia Global Impact Group, LLC, which comprise the balance sheets as of December 31, 2024 and 2023, and the related statement of operations, changes in members’ equity, and cash flows for the years then ended, and the related notes to the financial statements, which is included in this Form 8-K/A of Houston American Energy Corp.

We also consent to the incorporation by reference of such report in the Registration Statements on Form S-1 (No.’s 333-289142 and 333-289146), Form S-3 (No.’s 333-126684, 333-160219, 333-161319, 333-183540, 333-208630, 333-220990, 333-228749, 333-267163, and 333-282778) and Form S-8 (No.’s 333-127656, 333-151824, 333-206875, 333-220838, and 333-258906).

/s/ Baker Tilly US, LLP

Houston, Texas

August 14, 2025

Exhibit99.4

ABUNDIAGLOBAL IMPACT GROUP LLCCONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FORTHE QUARTERLY PERIOD ENDED

JUNE30, 2025

ABUNDIAGLOBAL IMPACT GROUP LLCJUNE 30, 2025

TABLEOF CONTENTS

	PAGE
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024 (AUDITED)	3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 - UNAUDITED	4
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 - UNAUDITED	5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 - UNAUDITED	6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED	7

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ABUNDIAGLOBAL IMPACT GROUP LLC

CONSOLIDATEDBALANCE SHEETS

	June 30, 2025			December 31,<br> 2024
	(Unaudited)			(Audited)
ASSETS
Current<br> Assets
Cash and cash<br> equivalents	$	146,486		$	525,809
Government grant receivable		-			205,424
Prepaid expenses and other<br> receivables		189,047			122,283
Total Current Assets		335,533			853,516
Property & Equipment,<br> net		-			312
Other Assets
Capitalized patent, net		1,433,069			1,145,860
Deposits on license agreements		2,115,000			2,115,000
Total Other Assets		3,548,069			3,260,860
Total<br> Assets	$	3,883,602		$	4,114,688
LIABILITIES AND MEMBERS’<br> DEFICIT
Current Liabilities
Accounts payable and accrued<br> liabilities	$	580,582		$	279,537
Note payable - related<br> party		435,000			-
Convertible promissory<br> note		6,058,630			5,860,274
Warrant liabilities		-			45,965
Other payables		8,729			7,775
Total Current Liabilities		7,082,941			6,193,551
Total Liabilities		7,082,941			6,193,551
Commitments and Contingencies (Note 13)
Members’ Deficit Attributable<br> to Abundia Global Impact Group Members		(3,170,248	)		(2,053,910	)
Noncontrolling Interest<br> in Consolidated Subsidiary		(29,091	)		(24,953	)
Total Members’ Deficit		(3,199,339	)		(2,078,863	)
Total<br> Liabilities and Members’ Deficit	$	3,883,602		$	4,114,688

The accompanying notes are an integral part of these consolidated unaudited financial statements

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ABUNDIAGLOBAL IMPACT GROUP LLC

CONSOLIDATEDSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	For the Three<br> Months Ended						For the Six<br> Months Ended
	June<br> 30,2025			June<br> 30, 2024			June<br> 30, 2025			June<br> 30,2024
OPERATING EXPENSES
General and<br> administrative	$	567,006		$	492,777		$	954,973		$	1,001,657
Research and development		121,431			245,059			728,799			1,489,645
Professional fees		398,693			21,244			1,007,542			280,250
Foreign currency loss (gain)		23,257			(12,520	)		16,810			(14,973	)
Total Operating Expenses		1,110,387			746,560			2,708,124			2,756,579
OTHER INCOME AND (EXPENSE)
Grant income	$	46,604		$	1,152,355		$	737,811		$	1,999,813
Interest income		-			50,000			-			100,000
Change in fair value of<br> warrant liability		51,418			40,639			45,965			(803,398	)
Interest expense		(99,726	)		(99,726	)		(198,356	)		(199,452	)
Total Other Income and (Expense),<br> Net		(1,704	)		1,143,268			585,420			1,096,963
NET INCOME (LOSS)		(1,112,091	)		396,708			(2,122,704	)		(1,659,616	)
Net Income (loss) income attributable to noncontrolling<br> interest	$	4,687		$	(146,086	)	$	4,138		$	(8,795	)
NET INCOME (LOSS) ATTRIBUTABLE<br> TO ABUNDIA GLOBAL IMPACT GROUP LLC		(1,107,404	)		250,622			(2,118,566	)		(1,668,411	)
OTHER COMPREHENSIVE INCOME<br> (LOSS)
Foreign currency translation adjustment	$	73,006		$	(317,079	)	$	60,853		$	(56,478	)
COMPREHENSIVE<br> LOSS	$	(1,034,398	)	$	(66,457	)	$	(2,057,713	)	$	(1,724,889	)

The accompanying notes are an integral part of these consolidated unaudited financial statements.

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ABUNDIAGLOBAL IMPACT GROUP LLC

CONSOLIDATEDSTATEMENTS OF CHANGES IN MEMBERS’ DEFICIT

FORTHREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (UNAUDITED)

MEMBERS’DEFICIT – THREE MONTHS ENDED JUNE 30, 2025 AND 2024

	Members’<br><br> <br>Contributions		Accumulated<br><br> Deficit			Noncontrolling<br><br> Interest			Total<br> Members’<br><br> Deficit
Balance at April 1, 2024	$	14,322,755	$	(14,705,471	)	$	(148,645	)	$	(531,361	)
Net Income		-		250,622			146,086			396,708
Other Comprehensive Loss		-		(317,079	)		-			(317,079	)
Balance at June 30,<br> 2024		14,322,755		(14,771,928	)		(2,559	)		(451,732	)
Balance at April 1, 2025	$	15,117,855	$	(17,695,080	)	$	(24,404	)	$	(2,601,629	)
Capital Contributions		441,375		-			-			441,375
Net Loss		-		(1,107,404	)		(4,687	)		(1,112,091	)
Other Comprehensive Income		-		73,006			-			73,006
Balance at June 30,<br> 2025	$	15,559,230	$	(18,729,478	)	$	(29,091	)	$	(3,199,339	)

MEMBERS’ DEFICIT – SIX MONTHS ENDED JUNE 30, 2025 AND 2024

	Members’<br> Contributions		Accumulated<br> Deficit			Noncontrolling<br> Interest			Total<br> Members’ Deficit
Balance at January 1, 2024	$	12,222,755	$	(13,047,039	)	$	(11,354	)	$	(835,638	)
Capital Contributions		2,100,000		-			-			2,100,000
Net (Loss) Income		-		(1,668,411	)		8,795		$	(1,659,616	)
Other Comprehensive Loss		-		(56,478	)		-		$	(56,478	)
Balance at June 30,<br> 2024	$	14,322,755	$	(14,771,928	)	$	(2,559	)	$	(451,732	)
Balance at January 1, 2025	$	14,617,855	$	(16,671,765	)	$	(24,953	)	$	(2,078,863	)
Capital Contributions		941,375		-			-			941,375
Net Loss		-		(2,118,566	)		(4,138	)		(2,122,704	)
Other Comprehensive Income		-		60,853			-			60,853
Balance at June 30,<br> 2025	$	15,559,230	$	(18,729,478	)	$	(29,091	)	$	(3,199,339	)

The accompanying notes are an integral part of these consolidated unaudited financial statements.

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ABUNDIAGLOBAL IMPACT GROUP LLC

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six<br> Months Ended
	June<br> 30, 2025			June<br> 30, 2024
Cash Flows From Operating<br> Activities:
Net loss	$	(2,122,704	)	$	(1,659,616	)
Adjustments to reconcile<br> net loss to net cash used in operating activities:
Depreciation and amortization		9,762			5,115
Change in value of warrant<br> liabilities		(45,965	)		803,398
Accrued interest expense		198,356			199,452
Changes in operating assets<br> and liabilities:
Government grant receivable		205,424			-
Note receivable –<br> related party		-			(400,000	)
Prepaid expenses and other<br> receivables		(66,765	)		(99,345	)
Accounts payable and accrued<br> expenses		301,045			(131,002	)
Other<br> payables		954			(394	)
Net Cash Flows Used In Operating<br> Activities		(1,519,893	)		(1,282,392	)
Cash Flows From Investing<br> Activities:
Payments<br> related to patent application costs		(296,658	)		(296,054	)
Net Cash Flows Used In Investing<br> Activities		(296,658	)		(296,054	)
Net Cash Flows From Financing<br> Activities
Capital contributions		941,375			2,100,000
Advances under note payable<br> - related party		885,000			-
Repayments<br> of note payable - related party		(450,000	)		-
Net Cash Flows Provided<br> By Financing Activities		1,376,375			2,100,000
Effect<br> of exchange rate changes		60,853			(56,478	)
Net Change in Cash and Cash<br> Equivalents:		(379,323	)		465,076
Beginning<br> Cash and Cash Equivalents:		525,809			390,324
Ending<br> Cash and Cash Equivalents:	$	146,486		$	855,400

The accompanying notes are an integral part of these consolidated unaudited financial statements.

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ABUNDIAGLOBAL IMPACT GROUP LLC

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE1. DESCRIPTION OF BUSINESS AND ORGANIZATION

Abundia Global Impact Group LLC’s (“AGIG’s” or “the Company’s”) business plan is to raise the necessary debt or equity funding to build and operate biomass and plastic recycling plants on a global basis using a combination of proprietary, licensed and commercialized technologies to provide a complete process which turns waste plastics and biomass into drop-in alternatives to fossil derived energy, fuels and chemicals.

AGIG’s activities to date have focused on the research and development and fund-raising activities required to implement its business plan.

Effective December 9, 2024, AGIG entered into a non-binding LOI to be acquired by Houston American Energy Corp (“HUSA”) subject to due diligence.

Effective February 20, 2025, HUSA entered into a share exchange agreement, as amended by that certain amendment to the share exchange agreement, dated as of June 27, 2025 (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”).

As further discussed in Note 15 Subsequent Events, below, effective July 1, 2025, as contemplated by the Share Exchange Agreement, HUSA acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of common stock, par value $0.001 of HUSA (“Common Stock”), which is equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the Closing (including the Exchange Shares (as defined in the Share Exchange Agreement)), plus (b) all Common Stock approved for issuance by the Company under a Future Equity Incentive Plan (as defined in the Share Exchange Agreement) at the time of the Closing contingent upon the approval by the stockholders of the Company of such Future Equity Incentive Plan (the “Share Exchange”).

NOTE2. GOING CONCERN

The Company’s financial statements are prepared following accounting principles generally accepted in the United States of America (“GAAP”), which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Since inception, the Company has had no revenue generating activities and its only source of income in the six months ended June 30, 2025 was grant income of $737,811. The term of Company’s grant ended effective March 31, 2025 and no further grant income is anticipated at this time. For the six months ended June 30, 2025, the Company reported a net loss of $2,118,566, negative working capital of $6,747,408 and an accumulated deficit of $18,729,478.

As further discussed in Note 15 Subsequent Events below, effective July 1, 2025, the Company completed a Share Exchange Agreement with HUSA. On July 10, 2025, HUSA entered into a common stock purchase agreement (the “ELOC Purchase Agreement”), with an institutional investor (the “ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at HUSA’s direction, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Purchase Agreement (the “Purchase Shares”)

However, no assurances can be given that HUSA’s share price or that the volume of HUSA’s shares traded will be sufficient for HUSA to be able to draw down sufficient funds under its ELOC Purchase Agreement to fund the Company’s working capital needs to implement its business plan or that the Company will be successful in building and operating biomass and plastic recycling plants on a profitable basis. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are available to be issued.

The financial statements do not include any adjustments resulting from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent upon HUSA’s ability to draw down on the ELOC Purchase Agreement and develop additional sources of capital and the Company’s ability to implement its proposed business plan of building and operating biomass and plastic recycling plants on a profitable basis.

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NOTE3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the consolidated financial statements. These policies conform to GAAP and have been consistently applied.

Consolidated Financial Statements

These consolidated statements include the financial statements of the Company and the following subsidiary companies from the date of their formation or incorporation:

Company<br> Name	Country<br> of Formation<br><br> / Incorporation	Date<br> of<br><br> <br>Incorporation
Abundia Biomass LLC	USA	March 26, 2019	100	%
Abundia Biomass-to-Liquids Ltd	UK	July 10, 2020	77.50	%
Abundia Plastics to Liquids LLC	US	September 10, 2021	100	%
Abundia Plastics Europe Ltd	UK	January 14, 2020	100	%
Abundia Global Impact Group (Ireland) Limited	Ireland	February 04, 2022	100	%
Abundia Global Impact<br> Group (UK) Limited	UK	May 05, 2023	100	%

All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Statements

In the opinion of management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, which are of a normal recurring nature, and present fairly the consolidated financial position of the Company as of June 30, 2025 and December 31, 2024, the results of the Company’s operations for the three and six months ended June 30, 2025 and 2024, the changes in members’ deficit for the three and six months ended June 30, 2025 and 2024, and the Company’s cash flows for six months ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s financial statements for the fiscal year ended December 31, 2024.

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2025.

The Company evaluates events occurring after the date of the consolidated financial statements, through the date the consolidated financial statements were available to be issued, requiring recording or disclosure in the consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates include the allowance for estimated credit losses on convertible promissory note receivable and other financial assets, impairment evaluations of long-lived assets, fair value measurements of warrant liabilities and other financial instruments, and assessments of contingent liabilities.

Foreign Currency Translation

The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted Accounting Standards Codification (“ASC”) 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive loss.

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Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Note 5 Note Receivable –Related Party, Note 8 Note Payable - Related Party and Note 15 Subsequent Events below for details of related party transactions during the three and six months ended June 30, 2025, and 2024,and subsequently.

Cash and Cash Equivalents:

Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are held for meeting short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major financial institutions and are subject to credit risk to the extent they exceed government deposit insurance limits in the country in which they are located. The Company has not experienced any losses to date on depository accounts.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of amounts paid in advance for goods or services to be received in future periods, a refundable deposit related to a feasibility study for a potential real estate acquisition and a receivable from the Irish government for recoverable value-added tax (VAT) incurred on expenses.

Convertible Promissory Note Receivable and Current Expected Credit Losses

As the Company has the intent and ability to hold the convertible note receivable for the foreseeable future, or until maturity or prepayment, the convertible note receivable is reported at its recorded investment, less deferred fundings and any allowance for expected credit losses.

The recorded investment of the convertible note receivable includes unpaid principal, accrued interest and fees, net of deferred loan fees or costs and unamortized premium or discount (if any). The recorded investment is reduced by any full or partial charge-offs and by any receipts of interest applied under the cost recovery method of accounting.

The Company evaluates its convertible note receivable for expected credit losses in accordance with ASC 326, “Financial Instruments – Credit Losses,” and records an allowance for losses based on the current expected credit loss model. The allowance is determined based on an assessment of specific identifiable amounts considered at risk or uncollectible, incorporating estimated forward-looking losses due to potential borrower default and an evaluation of the recoverability of the note.

During the three and six months ended June 30, 2024, the Company evaluated its convertible note receivable for expected credit losses in accordance with ASC 326, “Financial Instruments – Credit Losses,” and determined that no allowance for losses was required based on the current expected credit loss model.

During the year ended December 31, 2024, the Company recorded a full allowance of $2,942,029 for expected credit losses on its convertible note receivable, as management determined that the future economic benefit from the convertible note receivable was highly uncertain, with no expected future cash flows and no marketability for sale or transfer.

As the Company has determined the principal balance of the convertible promissory note receivable is impaired and the accrued interest is uncollectible, no further interest was accrued on the convertible promissory note receivable during the three and six months ended June 30, 2025.

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See Note 4 Convertible Promissory Note Receivable below for further details.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount the Company would receive to sell an asset or pay to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.

According to ASC 820, “Fair Value Measurement,” the fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair value of its assets and liabilities. The fair value hierarchy is defined in the following three categories:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The Company holds certain assets and liabilities that are required to be measured at fair value on a recurring and non-recurring basis. See Note 11 Fair Value Measures below for further details.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Additions and major replacements or betterments are added to the assets at cost. Maintenance and repair costs and minor replacements are charged to expense when incurred.

Capitalized Patent Costs:

Patent costs, including legal fees associated with the creation of intellectual property and patent registration costs are capitalized as incurred. These costs are amortized over the estimated useful life of the patent commencing from the date the patent has been granted.

Deposits on License Agreements:

Deposits paid in connection with license agreements that are to be applied against future license fees are capitalized as other assets pending the commencement of fee generating operations under the license agreements. When fee generating operations under the license agreements commence, the deposits will be applied against the balance of fees due and payable. In the event fee generating operations under the license agreements fail to occur, the deposits will be expensed as abortive transaction costs.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value.

During the three and six months ended June 30, 2025, and 2024, the Company reviewed its long-lived assets for impairment and determined that no events or changes in circumstances had occurred that indicated that the carrying amount of an asset or asset group may not be recoverable and accordingly no impairment was required.

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Derivative Instruments

The Company evaluates its convertible promissory note, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the consolidated statements of operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Warrants

Warrants are accounted in accordance with the guidance contained in ASC 815-40-15-7D. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

The relative fair value of the warrants issued in conjunction with the convertible note have been treated as a debt discount with an offsetting credit to warrant liabilities. The debt discount related to the warrant issuances is being accreted to interest expense over the term of the note.

Income Taxes

The Company is taxed in the US as a partnership for federal and state tax purposes with all tax benefits or liabilities of its operations passing through to its members. Accordingly, the Company itself does not recognize any tax benefits or liabilities in its financial statements in respect of its operations.

In accordance with the Company’s operating agreement, to the extent possible, without impairing the Company’s ability to continue to conduct its business and activities, if the Company generates taxable income for its members, the Company is required to distribute an amount equal to the estimated tax liability of its members. As the Company has incurred taxable losses since inception, no distributions have been made to members as yet under this provision. The Company’s subsidiaries are subject to tax and retain all tax benefits or liabilities arising from their operations in the country in which they operate. Accordingly, the Company recognizes any tax benefits or liabilities arising in its subsidiary companies in its consolidated financial statements in respect of their operations.

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Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating losses and tax credit carryforwards, as well as the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance will be provided against deferred tax assets if the Company determines it is more likely than not such assets will not ultimately be realized.

Research and Development

In accordance with ASC 730, Research and Development, the Company follows the policy of expensing its third-party research and development consulting costs in the period in which they are incurred. The Company incurred research and development expenses of $121,431 and $245,059, and $728,799 and $1,489,645 during the three and six months ended June 30, 2025 and 2024, respectively.

Deferred Financing Costs

The Company capitalizes costs incurred in connection with the establishment of the convertible promissory note and the costs that are related to a recognized liability in the balance sheet are presented as a direct deduction to that liability. These deferred costs are amortized as an adjustment to interest expense over the life of the borrowing or life of the credit facility using the straight-line method of amortization, which approximates the effective interest method. Deferred financing costs could be accelerated, written-off or replaced to the extent the Company’s financing obligations are extinguished, modified or changed in future periods.

Grant Income and Government Grant Receivable

In the absence of comprehensive recognition and measurement guidance within the scope of authoritative US generally accepted accounting principles (GAAP) for the government grant that the Company has been awarded, in accordance with guidance in ASC 832 “Government Assistance”, the Company has accounted for the grant it has received from the government by analogy using the terms of IAS 20, Accounting for Government Grants and Disclosures of Government Accounting Assistance. The Company receives funding under a government grant which reimburses the Company for certain qualifying research and development and related expenditures. Grant funding for research and development received under grant agreements where there is no obligation to repay grant funds is recognized as grant income in the period during which the related qualifying expenses are incurred, provided that the grants are fully approved by the granting agencies and the conditions under which the grants were provided have been met. Grant income recognized upon incurring qualifying expenses in advance of receipt of grant funding is recorded in the consolidated balance sheet as government grants receivable.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-04 – Debt – Debt with Conversion and Other Options: Induced Conversions of Convertible Debt Instruments, which improves the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20, Debt-Debt with Conversion and Other Options. Specifically, the guidance is intended to clarify how to determine whether a settlement of convertible debt (particularly cash convertible instruments) at terms that differ from the original conversion terms should be accounted for under the induced conversion or extinguishment guidance. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. The Company is currently evaluating the impact this guidance will have on the Company’s financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 22-40): Disaggregation of Income Statement Expenses. The ASU requires entities to provide enhanced disclosures related to certain costs and expenses in the notes to the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on the Company’s financial statements and related disclosures.

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In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The adoption of ASU 2023-09 has not had a material impact on the Company’s results of operation, financial position, cash flows or financial footnote disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07, Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 includes requirements that an entity disclose the title of the chief operating decision maker (CODM) and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment’s reported profit. The standard also permits disclosure of additional measures of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 has not had a material impact on the Company’s results of operation, financial position, cash flows or financial footnote disclosures as the Company has only a single segment.

NOTE4. CONVERTIBLE PROMISSORY NOTE RECEIVABLE

Effective November 23, 2022, AGIG entered into an agreement to provide $4,000,000 to an unrelated third party (“the Borrower”) by way of convertible promissory note: $2,000,000 million on signature of the agreement and the remaining balance of $2,000,000 on or before January 31, 2023. Accordingly, AGIG made an initial advance of $2,000,000 to Borrower by way of a secured convertible promissory note. The convertible promissory note had a two-year term beginning on November 23, 2022, bore interest at 8% per annum, was secured on the assets of the Borrower and was convertible, at AGIG’s option, into a membership interest in the Borrower.

Effective November 23, 2024, repayment was due to the Company of $2,500,000 in principal, together with accrued interest of $396,791. No repayment was received from the Borrower and the term of the convertible promissory note was extended to December 31, 2025 and the interest rate was increased from 8% to 15%.

As of December 31, 2024, the balance due in respect of the convertible promissory note and accrued interest was $2,942,029.

During the year ended December 31, 2024, the Company recorded a full allowance of $2,942,029 for expected credit losses on its convertible promissory note receivable. Given the Borrower’s failure to repay the principal balance and accrued interest on the scheduled repayment date and availability of further information on the Borrower’s financial position, management determined that any future economic benefit was highly uncertain, with no expected future cash flows and no marketability for sale or transfer.

As the Company has determined the principal balance of the convertible promissory note receivable is impaired and the accrued interest is uncollectible, no further interest is being accrued on the convertible promissory note receivable. In the event the Company receives repayment from the Borrower, such cash receipts will be applied first to repayment of principal and then to accrued interest at the time of the impairment. Any cash payment received in excess of the balance impaired will be recognized as interest income when received.

NOTE5. NOTE RECEIVABLE – RELATED PARTY

During the three months ended June 30, 2024, the Company advanced $400,000 by way of note receivable to the beneficial majority member of the Company

The note receivable was unsecured, interest free and due on demand.

The note receivable was subsequently repaid in full during quarter ended December 31, 2024.

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NOTE6. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following**:**

	Estimated<br><br> <br>Useful<br> Life	June 30,<br> <br>2025			December 31,<br> <br>2024
Cost
Computer equipment	3 years	$	3,602		$	3,602
Accumulated depreciation			(3,602	)		(3,290	)
Total<br> property and equipment, net		$	-		$	312

For the three and six months ended June 30, 2025 and 2024, depreciation expense was $16 and $299 and $312 and $598 respectively.

NOTE7. OTHER ASSETS

CapitalizedPatent

AGIG, through its 77.5% owned subsidiary, Abundia Biomass-to-Liquids Limited, has applied for a number of patents relating to its proposed business plan. During the year ended December 31, 2024, a number of pending patents related to recycling plastics were transferred from Abundia Biomass-to-Liquids Limited to a 100% AGIG owned subsidiary, Abundia Plastics Europe Limited.

	Estimated<br><br> <br>Useful<br> Life	Cost		Accumulated<br><br> Amortization			Net<br><br> <br>Book<br> Value
June 30, 2025
Pending patent applications	N/A	$	1,023,411	$	-		$	1,023,411
Granted patents	20 years		437,877		(28,219	)		409,658
Total patent costs		$	1,461,288	$	(28,219	)	$	1,433,069
December 31, 2024
Pending patent applications	N/A	$	826,203	$	-		$	826,203
Granted patents	20 years		338,061		(18,404	)		319,657
Total patent costs		$	1,164,264	$	(18,404	)	$	1,145,860

During the three and six months ended June 30, 2025 and 2024, the Company recognized amortization expense in respect of granted patents of $5,893 and $2,258, and $9,815 and $4,517 respectively.

Depositson License Agreements

	June 30, 2025		December 31,<br> 2024
Opening balance	$	2,115,000	$	3,115,000
Impairment		-		(1,000,000	)
Closing balance	$	2,115,000	$	2,115,000

Effective September 24, 2021, AGIG Plastics to Liquids LLC, a wholly owned subsidiary of AGIG, entered into a technology license and service agreement with, an unrelated third party that has developed the technology to transform plastic waste into petrochemical products, which can be further refined into fuels, waxes, and new plastic production. The purpose of the license agreement was to permit AGIG to utilize this technology in its plastics recycling plants. An initial non-refundable deposit of $500,000 was paid in respect of this agreement during the year ended December 31, 2022, which has been capitalized and is creditable against future license fees. A further non-refundable deposit of $500,000 was paid in respect of this agreement during the year ended December 31, 2023, which has also been capitalized and is creditable against future license fees. As of June 30, 2025 and December 31, 2024, the total non-refundable deposit that had been paid in respect of this agreement was $1,000,000. Further ongoing license fees become due and payable indefinitely as plants are built and commissioned.

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Effective May 11, 2022, AGIG entered into a Services Agreement with a third-party manufacturer. The purpose of the Service Agreement is for the third party to manufacture and sell to AGIG the units required for the pyrolysis process used in our biomass to energy, fuels and chemicals process. At times through the terms of the agreement, the Company may be requested to provide payments at the request of the third party to fund costs associated with the agreement utilizing a cost-plus fixed fee method. These payments are applied to the initial deposit of the Services Agreement. During the year ended December 31, 2023, $240,000 was paid in additional deposits in respect of this agreement. As of June 30, 2025, and December 31, 2024, the total non-refundable deposits that had been paid in respect of this agreement was $1,115,000. The Services Agreement has an indefinite term. In connection with the Services Agreement, the Company entered into a separate License Agreement with the third-party manufacturer. The License Agreement provides the Company with a defined number of units of the Licensor’s intellectual property and the proprietary rights know-how to the successful assembly, installation and operation of the units. The effective date of the agreement is the earlier of (i) an event of default, (ii) an intellectual property transfer amongst the parties, and (iii) a force majeure termination. In an event of default, the Company acquires the proprietary, patent-protected, clean energy system if the third-party manufacturer defaults on the Services Agreement for cash considerations.

Effective November 23, 2022, AGIG entered into a Development, Collaboration & License Agreement (“DCLA”) agreement with a third-party technology company. Under the term the DCLA, which has an initial term of 3 years, both parties entered into a Joint Development Project with both parties being entitled to license each other’s existing intellectual property. During the year ended December 31, 2022, AGIG paid a $1 million collaboration fee to support the development of the project, which is creditable against future license payments under the terms of DCLA. No further payments were made during the six months ended June 30, 2025 and the year ended December 31, 2024 and in respect of this agreement.

Effective December 31, 2024, upon assessment of all three license deposits, it was determined with respect to one of the licenses described above, that due to obtaining further information about the effectiveness of the technology of the License in question, the Company now does not intend to use the technology going forward. Accordingly, management determined that this license deposit no longer had any future economic benefit as there were no expected future cash flows, no alternative use, and no marketability for sale or transfer. The Company therefore wrote off $1,000,000 during the year ended December 31, 2024 representing the full carrying value of this License

It was determined that no impairment was required in respect of the remaining two license deposits at June 30, 2025.

NOTE8. NOTE PAYABLE – RELATED PARTY

Effective February 28, 2025, the beneficial majority member of the Company advanced $885,000 to the Company by way of a note payable.

The note payable is interest-free, due and payable in full on or before the 120th day following the date of funding (the “Maturity Date”) and is collateralized by a grant receivable from the UK government’s Advance Fuel Fund. The Company is required to repay the note payable in tranches before the Maturity Date from grant reimbursement funds received by the Company under its grant receivable.

As further discussed in Note 15 Subsequent Events below, effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.

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NOTE9. CONVERTIBLE NOTE PAYABLE

	June 30,		December 31,
	2025		2024
Convertible note payable	$	5,000,000	$	5,000,000
Accrued interest		1,058,630		860,274
Convertible note<br> payable, net debt issuance costs	$	6,058,630	$	5,860,274

Effective November 7, 2022, AGIG entered into a $5,000,000 convertible note payable (‘the Note”) with an interest rate of 8%. Repayment or conversion of this note into equity securities of AGIG occurs as follows (a) repayment at the Maturity date of November 7, 2023, or (b) at the Lender’s sole option, conversion of the outstanding principal and interest into equity securities of AGIG upon the closing of a private offering of AGIG equity securities (“Next Round Funding”). If the Lender exercises its’ option to convert the Note into equity securities, the Note is convertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the outstanding Note balance. The Company had the option to extend the maturity date of the Note by 12 months with the mutual consent of the Lender.

At maturity, the term of the Note was extended for 3 months to February 7, 2024. Subsequent to December 31, 2023, the term of the Note was further extended to May 7, 2024, subsequently to May 1, 2025 and most recently to October 1, 2025.

As part of the funding agreement, AGIG undertook that, in the event that AGIG closed a future private offering of equity securities or securities convertible into equity securities (“Next Round Funding”), AGIG would issue a warrant with a term of 5 years to the Lender to purchase $5,000,000 worth of the securities issued in the Next Round Funding with an exercise price equivalent to 80% of the price paid by investors in the Next Round Funding.

As discussed further in Note 9 Warrant Liabilities below, the issued warrants were determined to have a fair value of $1,866,243 at issuance. The $1,866,243 estimated value of the potential issuance of a future warrant, has been accounted for a debt issuance cost and amortized over the initial one-year term of the Note using the effective interest method.

During the three and six months ended, June 30, 2025 and 2024, the Company incurred interest expense of $99,726 and $99,726 and $198,356 and $199,452 respectively, in respect of this Note.

NOTE10: WARRANT LIABILITIES

As discussed in Note 9 Convertible Note Payable above, effective November 7, 2022, AGIG entered into a $5,000,000 convertible promissory note. As part of the funding agreement AGIG undertook that, in the event that AGIG closed a private offering of equity securities or securities convertible into equity securities (“Next Round Funding”), AGIG would issue a warrant with a term of 5 years to the Lender to purchase $5,000,000 worth of the securities issued in the Next Round Funding with an exercise price equivalent to 80% of the price paid by investors in the Next Round Funding.

The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the warrants failed the indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number of shares based on future financing terms. Specifically, should the Company undertake a private equity offering before the maturity date, the note holder will receive equity warrants to purchase securities issued in the Next Round Funding at an aggregate value of $5,000,000, with an exercise price equal to 80% of the price paid by investors in the offering. This embedded feature represents a deemed redemption feature due to the substantial premium received by the note holder. As a result, the Company concluded that the redemption feature require bifurcation from the convertible note and subsequent accounting as a freestanding warrant liability in accordance with ASC 815-40. The warrants had a fair value of $1,866,243 on issuance and were classified as liabilities with a corresponding decrease to the Note outstanding balance of $5,000,000 as a discount resulting in Debt Net of Discount Balance of $3,133,757. This discount was recognized over the initial one-year term of the Note as interest expense to par using the effective interest method as noted above. The effective interest rate was 42.10%. As of June 30, 2025 and December 31, 2024, the debt discount arising on the issuance of the warrants had been fully amortized.

Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration.

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The estimated fair value of the warrants was calculated using the Black Scholes model with the assumptions set out below, weighted for management’s estimate of the probability of a Next Round Funding being completed and discounted back to the valuation date using estimated venture capital rates of return.

	June 30,			December 31,
Input	2025			2024
Expected term		5<br> years			5<br> years
Principal		5,000,000			5,000,000
Exercise price		4,000,000			4,000,000
Volatility		73.30	%		74.50	%
Dividend yield		0	%		0	%
Risk free rate of return		3.72	%		4.30	%
Estimated probability of occurrence of a<br> Next Round Funding		0	%		2	%
Estimated venture capital rates of return		78.50	%		70.80	%

As further discussed in Note 15 - Subsequent Events below, effective On July 10, 2025, HUSA entered into a common stock purchase agreement (the “ELOC Purchase Agreement”), with an institutional investor (the “ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the HUSA’s direction, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Purchase Agreement (the “Purchase Shares”)

Consequently, effective June 30, 2025, the Company estimated the ongoing probability of the occurrence of a Next Round Funding as remote and the accordingly the estimated fair value of the warrants was determined to be $0 on an ongoing basis.

AGIG Plastics to Liquids LLC

Effective September 24, 2021, AGIG Plastics to Liquids LLC, a wholly owned subsidiary of AGIG, entered into a technology license and services agreement with a third-party technology provider. As part of the agreement, AGIG Plastics to Liquids LLC issued a warrant to the licensor to acquire the number of membership units in AGIG Plastics to Liquids LLC equivalent to 1.5% of its fully diluted capitalization. The warrant has an exercise price of $0.01 per membership unit, a term of 10 years and is exercisable in the event of a change of control or public listing of AGIG Plastics to Liquids LLC or its parent.

The remaining outstanding term of the warrants was 6.2 years and 6.7 years at June 30, 2025 and December 31, 2024, respectively.

NOTE11: FAIR VALUE MEASUREMENTS

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, government grant receivables, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value given the short-term nature of these instruments.

The carrying amounts of convertible promissory note approximates fair value given these instruments bear prevailing market interest rates.

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RecurringFair Value Measurements

The fair value of financial instruments measured on a recurring basis as of June 30, 2025 and December 31, 2024 consisted of the following:

							Total
Description	Level 1		Level 2		Level 3		June 30, 2025
Warrant<br> liabilities	$	-	$	-	$	-	$	-
							Total
---	---	---	---	---	---	---	---	---
Description	Level 1		Level 2		Level 3		December 31, 2024
Warrant<br> liabilities	$	-	$	-	$	45,965	$	45,965

As further discussed in Note 15 - Subsequent Events below, effective July 10, 2025, HUSA entered into a common stock purchase agreement (the “ELOC Purchase Agreement”), with an institutional investor (the “ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the HUSA’s direction, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Purchase Agreement (the “Purchase Shares”).

Consequently, effective June 30, 2025, the Company estimated the ongoing probability of the occurrence of a Next Round Funding at remote and the accordingly the estimated fair value of the warrants was determined to be $0 on an ongoing basis.

The changes in the fair value of the warrant liabilities during the three and six months ending June 30, 2025 and 2024 are summarized as follows:

Fair value at January 1, 2025	$	45,965
Change in fair value<br> of warrant liabilities		5,453
Fair value at March 31, 2025	$	51,418
Change in fair<br> value of warrant liabilities		(51,418	)
Fair value at June<br> 30, 2025	$	-
Fair value at January 1, 2024	$	2,130,115
Change in fair value<br> of warrant liabilities		844,037
Fair value at March 31, 2024	$	2,974,152
Change in fair value<br> of warrant liabilities		(40,639	)
Fair value at June<br> 30, 2024	$	2,933,513

Non-recurringFair Value Measurements

Certain assets, including long-lived assets and certain financial instruments, are measured at fair value on a non-recurring basis if it is determined that impairment indicators are present using Level 3 inputs.

NOTE12: GRANT INCOME AND GOVERNMENT GRANT RECEIVABLE

Grant income relates to a grant awarded by the UK government to the Company’s UK subsidiary company, Abundia Biomass-to-Liquids Ltd, under its Advance Fuel Fund competition for the development of sustainable aviation fuel production plants in the UK.

The grant reimburses the Company for pre-approved eligible project research and development costs, related professional fees and general and administrative costs. These costs are included in the Company’s operating expenses in the Company’s consolidated statements of operations. The eligible expenses for reimbursement also include a 20% mark up on certain related administrative and staff costs.

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During the three and six months ended June 30, 2025 and 2024, the Company incurred $46,604 and $1,152,355 and $737,811 and $1,999,813, respectively in expenditure eligible for reimbursement which has been recognized as grant income in other income in the consolidated statements of operations.

NOTE13: COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various legal disputes in the normal course of business. While management cannot predict the outcome of these proceedings with certainty, management does not believe that an adverse result in any pending legal or regulatory proceeding, individually or in the aggregate, would be material to the Company’s financial position, results of operations or cash flows. Management is not aware of any adversarial legal proceedings against the Company at June 30, 2025.

NOTE14. MEMBERS’ DEFICIT

Member’sInterests

The Company has been constituted as a limited liability corporation and as such has no designated share capital of any description. Each Member owns a “Membership Interest” in the Company.

During the six months ended June 30, 2025 and 2024, AGIG received members’ contributions totaling $941,375 and $2,100,000, respectively.

NOTE15. SUBSEQUENT EVENTS

The Company evaluated subsequent events after June 30, 2025, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined that no material subsequent events have occurred for which disclosure is required other than as described below:

ShareExchange Agreement

Effective July 1, 2025, HUSA acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of common stock, par value $0.001 of HUSA (“Common Stock”), which is equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the Closing (including the Exchange Shares (as defined in the Share Exchange Agreement)), plus (b) all Common Stock approved for issuance by the Company under a Future Equity Incentive Plan (as defined in the Share Exchange Agreement) at the time of the Closing contingent upon the approval by the stockholders of the Company of such Future Equity Incentive Plan (the “Share Exchange”).

On July 10, 2025, HUSA entered into a common stock purchase agreement (the “ELOC Purchase Agreement”), with an institutional investor (the “ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the HUSA’s direction, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Purchase Agreement (the “Purchase Shares”). However, no assurances can be given that HUSA’s share price or that the volume of HUSA’s shares traded will be sufficient for HUSA to be able to draw down sufficient funds under its ELOC Purchase Agreement to fund the Company’s working capital needs required to implement its business plan or that HUSA, at its sole discretion, will choose to fund the Company’s business plan.

AssetAcquisition

On July 11, 2025, the Company completed the purchase 25-acre site at the Cedar Port Industrial Park located in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of approximately $8.5 million, in cash provided by the Company’s new parent company, HUSA.

The Company plans to construct its first plastics recycling plant at the location, transforming plastic waste into pyrolysis oil. The strategically located site will be the foundation for a U.S. innovation hub dedicated to developing recycling, renewable and circular technologies supported by the industrial park’s robust infrastructure.

Extensionof the Term of the Note Payable – Related Party

Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.

| 19 |

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Exhibit99.5

UNAUDITEDPRO FORMA FINANCIAL INFORMATION

Transactionsummary

On February 20, 2025, HUSA entered into a Share Exchange Agreement with the AGIG Unitholders. The AGIG Unitholders were the record and beneficial owners of all the issued and outstanding units of AGIG. The Share Exchange Agreement provided that HUSA would acquire all of the outstanding units of AGIG in exchange for issuing a number of shares of 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, after taking into account issuance to the AGIG Unitholders. Following the Share Exchange, AGIG became a wholly-owned subsidiary of HUSA and referred to herein as the “Combined Company”.

On July 1, 2025, as contemplated by the Share Exchange Agreement, HUSA acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of Common Stock, which was equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the Closing, plus (b) 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 the Company of such future equity incentive plan.

The Share Exchange will be accounted for as a reverse acquisition in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) within Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), whereby AGIG, the legal acquiree, is considered the accounting acquirer and HUSA, the legal acquirer, is treated as the acquired company for financial reporting purposes. AGIG was considered the accounting acquirer as its controlling shareholder, Abundia Financial, will hold approximately 84.9% of the issued and outstanding common stock and will control the Combined Company following the Share Exchange.

As HUSA is the acquired company, the purchase price for HUSA is estimated, as described in Note 5 of this “unaudited pro forma combined consolidated financial information”, and HUSA’s net assets acquired and liabilities assumed in connection with the Share Exchange are recorded at their estimated acquisition date fair values. Any excess of the fair value of HUSA’s identified net assets acquired over the estimated purchase price will be recognized as goodwill. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and are prepared to illustrate the estimated effect of the Share Exchange. The Combined Company will finalize the accounting for the Share Exchange as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one year from the closing date of the Share Exchange. The purchase price allocation will remain preliminary until management determines the fair values of assets acquired and liabilities assumed. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma combined consolidated financial statements.

On July 10, 2025, HUSA entered into a common stock purchase agreement (the “ELOC Purchase Agreement”) with Tumim Stone Capital LLC (“Tumim”), providing for a committed equity financing facility, pursuant to which, Tumim has committed to purchase, at HUSA’s direction in its sole discretion, up to an aggregate of $100,000,000 of the shares of Common Stock, subject to certain limitations, during the term of the ELOC (the “Purchase Shares”). Concurrently with the execution of the ELOC, HUSA and Tumim also entered into a Registration Rights Agreement, pursuant to which HUSA agreed to file with the SEC one or more registration statements, to register under the Securities Act of 1933, the offer and resale by Tumim of all of the Purchase Shares that may be issued and sold by the Company to Tumim under the ELOC.

For the purposes of the unaudited pro forma combined consolidated financial information, the ELOC is described in Note 6 to the “unaudited pro forma combined consolidated financial information”.

On July 10, 2025, HUSA entered into a securities purchase agreement with an institutional investor (the “Investor”), pursuant to which the Company sold, and the Investor purchased, a senior secured convertible note issued by the Company (the “Convertible Note”) in the original principal amount of $5,434,783, which is convertible into shares of the Company’s Common Stock. The Convertible Note closed on July 10, 2025. The gross proceeds to the Company from the Convertible Note, prior to the payment of legal fees and transaction expenses, was $5,000,000.

On November 21, 2024, HUSA entered into a definitive agreement for the acquisition of 25-acre site located within Cedar Port Industrial Park in the Baytown area of Houston, Texas (the “Land Acquisition”) for approximately $8,575,000. Proceeds from the Convertible Note and cash on hand will be used to finance the land acquisition. The Company consummated the Land Acquisition on July 11, 2025.

On January 22, 2025, HUSA entered into a securities purchase agreement with a certain purchaser to which HUSA agreed to issue and sell 2,600,000 shares of Common Stock, at a price of $1.70 per share (or 260,000 shares of Common Stock, at a price of $17 per share after the Reverse Stock Split) in a registered direct offering (“HUSA January Equity Offering”). The net proceeds of the HUSA January Equity Offering were $3,897,200, after deducting the placement agent’s fees and other estimated offering expenses. HUSA intends to use the net proceeds from the HUSA January Equity Offering for general corporate purposes, which may include among other things, capital expenditures and working capital.

On June 6, 2025, HUSA effected a Reverse Stock Split of the Common Stock at a ratio of 1-for-10. The split adjusted shares began trading on June 9, 2025.

On June 17, 2025, the Company entered into a securities purchase agreement, pursuant to which HUSA agreed to issue and sell 223,762 shares of Common Stock and/or prefunded warrants at a purchase price of $10.60 per share in a registered direct offering (the “June 17, 2025 Equity Offering”). The net proceeds of the June 17, 2025 Equity Offering were $2,072,127, after deducting placement agent fees and other estimated offering expenses.

On June 24, 2025, HUSA entered into a securities purchase agreement, pursuant to which the Company agreed to issue and sell 81,629 shares of Common Stock at a purchase price of $14.80 per share in a registered direct offering (the “June 24, 2025 Equity Offering”, together with June 17, 2025 Equity Offering, the “HUSA June Equity Offerings”). The net proceeds of the June 24, 2025 Equity Offering were $1,051,460, after deducting placement agent fees and other estimated offering expenses.

The unaudited pro forma combined consolidated balance sheet as of June 30, 2025, gives pro forma effect to the Share Exchange, the ELOC Purchase Agreement, the Convertible Note, and the Land Acquisition, as though such transactions had occurred as of June 30, 2025. The unaudited pro forma combined consolidated statements of operations for the year ended December 31, 2024 present our combined consolidated results of operations giving pro forma effect to the January Equity Offering, HUSA June Equity Offerings, the Reverse Stock Split, the Share Exchange, the ELOC Purchase Agreement and the Convertible Note as described above as if they had occurred as of January 1, 2024. The unaudited pro forma combined consolidated statements of operations for the six months ended June 30, 2025, present our combined consolidated results of operations giving pro forma effect to the Share Exchange, the ELOC Purchase Agreement and the Convertible Note as described above as if they had occurred as of January 1, 2024.

The unaudited pro forma combined consolidated financial information should be read in conjunction with:

●	the<br> accompanying notes to the unaudited pro forma combined consolidated financial statements;
●	the<br> audited consolidated financial statements of HUSA as of and for the year ended December 31,<br> 2024, which are included in HUSA’s Annual Report on Form 10-K incorporated by reference<br> in this form 8-K/A;
●	the<br> unaudited consolidated financial statements of HUSA as of and for the six months ended June<br> 30, 2025, which are included in HUSA’s Form 10-Q incorporated by reference in this<br> form 8-K/A
●	the<br> audited consolidated financial statements of AGIG as of and for the year ended December 31,<br> 2024, which are included in HUSA’s Definitive Proxy Statement on Schedule 14A incorporated<br> by reference in this form 8-K/A; and
●	the<br> unaudited consolidated financial statements of AGIG as of and for the six months ended June<br> 30, 2025, which are included elsewhere in this form 8-K/A.

The unaudited pro forma combined consolidated financial information and related notes are provided for illustrative purposes only and do not purport to represent what the Combined Company’s actual results of operations or financial position would have been had the Share Exchange been completed on the dates indicated, nor are they necessarily indicative of the Combined Company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein. The unaudited pro forma combined consolidated financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Share Exchange and integration costs that may be incurred. The pro forma adjustments represent the Combined Company’s best estimates and are based upon currently available information and certain assumptions that the Combined Company believes are reasonable under the circumstances. The Combined Company is not aware of any material transactions between HUSA and AGIG during the periods presented. Accordingly, adjustments to eliminate transactions between HUSA and AGIG have not been reflected in the unaudited pro forma combined consolidated financial information.

UNAUDITEDPRO FORMA COMBINED CONSOLIDATED BALANCE SHEET

Asof June 30, 2025


ASSETS
Current Assets
Cash and cash equivalents	146,486		6,951,006		-			7,097,492		4,925,000		5(B)	12,022,492
								-		(8,575,000	)	5(D)	(8,575,000	)
Accounts receivable – oil and gas sales	-		32,906		-			32,906		-			32,906
Government grant receivable	-		-		-			-		-			-
Prepaid expenses and other current assets	189,047		483,810		-			672,857		-			672,857
Total Current Assets	335,533		7,467,722		-			7,803,255		(3,650,000	)		4,153,255
Property and equipment													-
Land	-		-		-			-		8,575,000		5(D)	8,575,000
Oil and gas properties, full cost method	-		62,775,947		339,951		4(A)	63,115,898		-			63,115,898
					(61,719,710	)	4(B)	(61,719,710	)				(61,719,710	)
Office equipment	3,602		90,004		(90,004	)	4(B)	3,602		-			3,602
Total	3,602		62,865,951		(61,469,763	)		1,399,790		8,575,000			9,974,790
Accumulated depletion, depreciation, amortization, and impairment	(3,602	)	(61,809,714	)	61,809,714		4(B)	(3,602	)	-			(3,602	)
Property and equipment, net	-		1,056,237		339,951			1,396,188		8,575,000			9,971,188
Other Assets													-
Capitalized patents, net	1,433,069		-		-			1,433,069		-			1,433,069
Goodwill	-		-		13,478,734		4(C)	13,478,734		-			13,478,734
Right of use asset	-		28,812		(28,812	)	4(D)	-		-			-
Deposits on license agreements	2,115,000		-		-			2,115,000		-			2,115,000
Refundable acquisition deposit	-		160,000		-			160,000		-			160,000
Other assets	-		3,167		-			3,167		-			3,167
Total Other Assets	3,548,069		191,979		13,449,922			17,189,970		-			17,189,970
Total Assets	3,883,602		8,715,938		13,789,873			26,389,413		4,925,000			31,314,413
LIABILITIES AND SHAREHOLDER’S EQUITY													-
LIABILITIES													-
Basic and diluted weighted average number of common shares outstanding (1)													-
Accounts payable and accrued liabilities	580,582		212,848		554,500		4(E)	1,347,930		247,754		5(A)	1,595,684
Stock payable	-		-		-			-		1,604,160		5(A)	1,604,160
Loan - related party	435,000		-		-			435,000		-			435,000
Convertible promissory note	6,058,630		-		-			6,058,630		-			6,058,630
Convertible notes payable less unamortized discount	-		-		-			-		4,925,000		5(B)	4,925,000
Warrant liabilities	-		-		-			-		-			-
Other payables	8,729		-		-			8,729		-			8,729
Short-term lease liability	-		29,285		(29,285	)	4(D)	-		-			-
Total Current Liabilities	7,082,941		242,133		525,215			7,850,289		6,776,914			14,627,203
Long-term Liabilities													-
Reserve for plugging and abandonment costs	-		62,470		(26,282	)	4(F)	36,188		-			36,188
Total Long-term Liabilities	-		62,470		(26,282	)		36,188		-			36,188
Total Liabilities	7,082,941		304,603		498,933			7,886,477		6,776,914			14,663,391
EQUITY													-
Shareholders’ Equity (Deficit)													-
Member’s deficit	(3,170,248	)	-		3,170,248		4(I)	-		-			(1	)
Common stock, par value 0.001	-		1,908		1,569		4(G)	3,477		156		5(A)	3,633
					(1,908	)	4(H)	(1,908	)				(1,908	)
					30,666		4(I)	30,666					30,666
					1,112		4(E)	1,112					1,112
					120		4(N)	120					120
Additional paid-in capital	-		96,451,859		21,257,840		4(G)	117,709,699		1,737,684		5(A)	119,447,383
					(96,451,859	)	4(H)	(96,451,859	)				(96,451,859	)
					15,528,564		4(I)	15,528,564					15,528,564
					442,866		4(G)	442,866					184,220
					12,389,141		4(E)	12,389,141					12,389,141
					1,336,680		4(N)	1,336,680					1,336,680
Accumulated deficit	-		(88,042,432	)	(12,944,753	)	4(E)	(100,987,185	)	(3,342,000	)	5(A)	(104,329,185	)
					88,596,932		4(H)	88,596,932		(247,754	)	5(A)	88,349,178
					(18,729,478	)	4(I)	(18,729,478	)				(18,729,478	)
					(1,336,800	)	4(N)	(1,336,800	)				(1,336,800	)
Noncontrolling interest	(29,091	)	-		-			(29,091	)	-			(29,091	)
Total Shareholders’ Equity (Deficit)	(3,199,339	)	8,411,335		13,290,940			18,502,936		(1,851,914	)		16,651,022
Total Equity	(3,199,339	)	8,411,335		13,290,940			18,502,936		(1,851,914	)		16,651,022
Total Liabilities and Equity	3,883,602		8,715,938		13,789,873			26,389,413		4,925,000			31,314,413

All values are in US Dollars.

UNAUDITEDPRO FORMA COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSHIVE LOSS

Forthe year ended December 31, 2024


Revenues
Oil and gas revenue	-		560,180		-			560,180					560,180
Total operating revenue	-		560,180		-			560,180		-			560,180
Operating expenses													-
Professional fees	543,364		327,413		12,944,753		4(E)	13,815,530		3,589,754		5(A)	17,405,284
Research and development	1,651,170		-		-			1,651,170					1,651,170
Lease operating expense and severance tax	-		747,559		-			747,559					747,559
General and administrative expense	1,896,786		1,897,146		1,336,800		4(N)	5,130,732					5,130,732
Depreciation, depletion and amortization	15,507		160,001		(9,911	)	4(J)	165,597					165,597
Provision for loss on convertible note receivable	2,942,029		-		-			2,942,029					2,942,029
Impairment of license deposit	1,000,000		-		-			1,000,000					1,000,000
Impairment expense - oil and gas properties	-		275,760		(152,930	)	4(K)	122,830					122,830
Impairment expense – equity investment in Hupecol Meta LLC	-		6,392,874		-			6,392,874					6,392,874
Foreign exchange loss (gain)	44,388		-		-			44,388					44,388
Total operating expenses	8,093,244		9,800,753		14,118,712			32,012,709		3,589,754			35,602,463
Loss from operations	(8,093,244	)	(9,240,573	)	(14,118,712	)		(31,452,529	)	(3,589,754	)		(35,042,283	)
Other income and (expense), net													-
Grant income	2,545,783		-		-			2,545,783					2,545,783
Interest income	242,459		101,742		-			344,201					344,201
Other income	-		922,719		-			922,719					922,719
Change in fair value of warrant liability	2,084,150		-		-			2,084,150					2,084,150
Interest expense	(401,096	)	-		-			(401,096	)	(890,217	)	5(C)	(1,291,313	)
Total other income and (expense), net	4,471,296		1,024,461		-			5,495,757		(890,217	)		4,605,540
Net loss	(3,621,948	)	(8,216,112	)	(14,118,712	)		(25,956,772	)	(4,479,971	)		(30,436,743	)
Basic and diluted (loss) income per common share			(7.28	)	-			(0.77	)				(0.90	)
Basic and diluted weighted average number of common shares outstanding (1)			1,128,802		32,497,764		4(L)	33,626,566		156,000		5(A)	33,782,566

(1) Historical HUSA shares have been retroactively adjusted to reflect the Reverse Stock Split.

UNAUDITEDPRO FORMA COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

Forthe period ended June 30, 2025


Revenues
Oil and gas revenue	-		212,902		-			212,902
Total operating revenue	-		212,902		-			212,902
Operating expenses
Professional fees	1,007,542		1,455,163		-			2,462,705
Research and development	728,799		-		-			728,799
Lease operating expense and severance tax	-		304,251		-			304,251
General and administrative expense	945,211		1,271,261		-			2,216,472
Depreciation, depletion and amortization	9,762		66,689		9,736		4(J)	86,187
Foreign exchange loss (gain)	16,810		-		-			16,810
Total operating expenses	2,708,124		3,097,364		9,736			5,815,224
Loss from operations	(2,708,124	)	(2,884,462	)	(9,736	)		(5,602,322	)
Other income and (expense), net								-
Grant income	737,811		-		-			737,811
Interest income			57,139					57,139
Change in fair value of warrant liability	45,965		-		-			45,965
Interest expense	(198,356	)	-		-			(198,356	)
Total other income and (expense), net	585,420		57,139		-			642,559
Net loss	(2,122,704	)	(2,827,323	)	(9,736	)		(4,959,763	)
Basic and diluted (loss) income per common share			(1.81	)	-			(0.15	)
Basic and diluted weighted average number of common shares outstanding (2)			1,564,380		32,054,032		4(M)	33,618,412

(2) Historical HUSA shares have been retroactively adjusted to reflect the Reverse Stock Split.

NOTESTO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION

Note1. Basis of Presentation

The accompanying unaudited pro forma combined consolidated financial information is prepared in accordance with Article 11 of Regulation S-X and is intended to reflect the impacts of the HUSA January Equity Offering, the HUSA June Equity Offerings, the Reverse Stock Split, the Share Exchange, the ELOC Purchase Agreement and the Convertible Note. The presentation of the unaudited pro forma balance sheet and statements of operations are based on the historical financial statements of the Combined Company.

The unaudited pro forma combined consolidated financial information was prepared using the acquisition method of accounting in accordance with ASC 805. The acquisition method of accounting requires use of the fair value concepts defined in ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions from those to prepare the pro forma adjustments resulting in a range of alternative estimates using the same facts and circumstances.

The Share Exchange did not have an impact on HUSA’s oil and gas reserve information and as a result, supplemental oil and gas disclosures were not included in the pro forma financial information.

The Combined Company will file a consolidated tax return that will include AGIG. As such, there were no pro forma adjustments related to taxes as HUSA has a pre-existing full valuation allowance against its deferred tax assets and the tax effect of pro forma adjustments are fully offset by an increase in the valuation allowance. In addition, it is expected that AGIG will have net deferred tax assets offset by a full valuation allowance at acquisition and thus have no effect on HUSA. The actual deferred tax assets and liabilities may differ materially based on changes resulting from finalizing the allocation of purchase price and valuing the assets acquired and liabilities assumed in the Share Exchange.

Note2. Significant Accounting Policies

The accounting policies used in the preparation of the unaudited pro forma combined consolidated financial information are those set out in AGIG’s audited consolidated financial statements as of and for the year ended December 31, 2024. Based on that initial review, AGIG does not believe there are any material differences between the accounting policies of the two companies, other than certain reclassifications necessary to conform financial statement presentation. These reclassifications are described in Note 3 below. Upon completion of the Share Exchange, management will perform a comprehensive review of its accounting policies in which additional differences that may be identified, when conformed, could have a material impact on the unaudited pro forma combined consolidated financial information.

Note3. Reclassification Adjustments

Certain reclassifications are reflected in the pro forma adjustments to conform HUSA’s financial statement presentation to that of the accounting acquirer, AGIG, in the unaudited pro forma combined consolidated balance sheet and statements of operations. These reclassifications have no effect on previously reported shareholders’ equity, or income from continuing operations of HUSA or AGIG. The pro forma financial information may not reflect all reclassifications necessary to conform HUSA’ presentation to that of AGIG due to limitations on the availability of information as of the date of this form 8-K/A. Accounting policy differences and additional reclassification adjustments may be identified as more information becomes available.

The following reclassification adjustments were made to conform HUSA’s presentation to AGIG’ presentation:

UNAUDITEDPRO FORMA COMBINED CONSOLIDATED BALANCE SHEET ADJUSTMENTS

Asof June 30, 2025


Accounts payable	193,266	(193,266	)	-
Accrued expenses	19,582	(19,582	)	-
Accounts payable and accrued liabilities	-	212,848		212,848

UNAUDITEDPRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS

Forthe year ended December 31, 2024

	HUSA<br><br> <br>(Historical)		Reclassification<br><br> adjustments to AGIG<br><br> presentation			HUSA Historical<br><br> Adjusted
Professional fees		-		327,<br> 413			327,143
General and administrative expense		2,224,559		(327,413	)		1,897,146

UNAUDITEDPRO FORMA COMBINED CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS

Forthe six months ended June 30, 2025

	HUSA (Historical)		Reclassification adjustments to AGIG presentation			HUSA Historical Adjusted
Professional fees		-		1,455,163			1,455,163
General and administrative expense		2,726,424		(1,455,163	)		1,271,261

Note4. Transaction Accounting Adjustments

The estimated preliminary purchase price for the Share Exchange is calculated as follows:

Preliminary estimated purchase price	Amounts
Estimated fair value of outstanding common stock of HUSA (i)	$	21,259,409
Estimated fair value of vested HUSA stock option awards (ii)		442,866
Estimated preliminary purchase price	$	21,702,275
i.	Represents<br> the estimated fair value of the common stock of the Combined Company to be retained by Common<br> Stockholders. The estimated preliminary purchase price was determined using the close price<br> of Common Stock ($11.14 per share) as of July 1, 2025, date of the close of the Share Exchange<br> and is calculated based on the total number of shares of Common Stock outstanding as of the<br> Share Exchange of 1,908,385 shares.
---	---
ii.	Represents<br> the estimated fair value of vested HUSA stock options which were valued using a lattice-based<br> model.

The preliminary estimated purchase price allocation for the Share Exchange is as follows:

Preliminary estimated purchase price allocation	Amounts
Cash	$	6,951,006
Accounts receivable – oil and gas sales		32,906
Prepaid expenses and other current assets		483,810
Oil and gas properties, full cost method		1,396,188
Other assets		163,167
Total assets	$	9,027,077
Accounts payable and accrued liabilities		(767,348	)
Reserve for plugging and abandonment costs		(36,188	)
Total liabilities	$	(803,536	)
Estimated net assets	$	8,223,541
Estimated purchase consideration	$	21,702,275
Estimated goodwill	$	13,478,734

The preliminary estimated purchase price is subject to change due to several factors, including but not limited to, changes in the estimated fair value of HUSA assets acquired and liabilities assumed as of the date of the closing of the Share Exchange, resulting from the finalization of the detailed valuation analysis, including changes in future oil and gas commodity prices, reserve estimates, interest rates and other factors.

The allocation of the estimated fair value of consideration transferred (based on the preliminary estimated purchase price described above) to the estimated fair value of HUSA assets acquired and liabilities assumed resulted in the following purchase price allocation adjustments:

4(A). Represents an adjustment to the historical Oil and gas properties, full cost method to reflect at fair value.

4(B). Represents the elimination of historical accumulated depletion, depreciation, amortization and impairment, including Office equipment that was fully depreciated as of June 30, 2025, for which the fair value was not considered material.

4(C). Represents the recognition of estimated goodwill resulting from the Share Exchange and represents the excess of preliminary estimated purchase consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed.

4(D). Represents the elimination of the Short-term lease liability and Right-of-use asset which reflects the AGIG’s policy to not recognize assets or liabilities for leases that, at the acquisition date, have a remaining lease term of 12 months or less.

4(E). Represents the accrual for additional transaction related fees and expenses of $554,500 and $12,390,253 estimated to be incurred subsequent to June 30, 2025 by HUSA and AGIG, respectively in connection with the Share Exchange. Transaction costs incurred by AGIG include 1,112,231 shares of Common Stock that were issued to the investment banker at close of the Share Exchange as a success fee. The estimated value of the success fee is $12,390,253 which was calculated using the close price of Common Stock ($11.14 per share) as of July 1, 2025. This adjustment includes $1,112 in common stock at $0.001 par value and $12,389,141 to additional-paid-in-capital. The remaining transaction costs of $0 and $37,729 are included in the historical Statements of Operations of HUSA and AGIG, respectively, for the twelve months ended December 31, 2024 and $1,549,354 and $653,221 are included in the historical Statements of Operations of HUSA and AGIG, respectively, for the six months ended June 30, 2025. Transaction costs will not affect the Combined Company’s Statements of Operations beyond twelve months after the acquisition date.

4(F). Represents an adjustment to the historical Reserve for plugging and abandonment cost to reflect at estimated fair value.

4(G). Represents the preliminary estimated purchase price of $21,702,275, including $1,569 in Common Stock and $21,257,840 to additional paid-in capital for the Common Stock retained by Common Stockholders, and $442,866 to additional paid-in capital related to the estimated fair value of the vested HUSA stock option awards.

4(H). Represents the elimination of HUSA’s historical Common Stock, additional paid-in capital and accumulated deficit balances, which includes the elimination of estimated HUSA transaction costs.

4(I). Represents the adjustments to the historical AGIG total members’ deficit:

i.	Adjustment<br> to reclassify the historical member’s deficit of AGIG of $3,170,248 to Common Stock,<br> accumulated deficit and additional paid-in capital;
ii.	Represents<br> an adjustment to increase Common Stock to reflect the 30,665,801 shares (27,599,221 shares<br> issued to Abundia Financial and 3,066,580 shares issued to BFH) issued to AGIG Unitholders,<br> excluding the 1,112,231 shares issued to Univest Securities, LLC, as a result of the Share<br> Exchange; and
iii.	Represents<br> a reclassification of historical AGIG accumulated deficit and reclassification of historical<br> book value AGIG members’ deficit to additional paid-in capital.

---	---	---
No. of shares to be issued by HUSA to AGIG Unitholders at par value of 0.001	30,665,801
Par value per common share	0.001
Pro forma adjustment for shares issued by HUSA to AGIG Unitholders	30,666
Pro forma reclassification of historical AGIG accumulated deficit	(18,729,478	)
Pro forma reclassification of historical carry value of AGIG members’ deficit to additional paid-in capital	15,528,564

All values are in US Dollars.

4(J). Represents an adjustment to the historical depletion, depreciation and amortization (DD&A) to the estimated DD&A for Oil and Gas properties recalculated using the fair values of O&G properties under the Full Cost method of accounting to compute the estimated pro forma DD&A provisions.

4(K). Represents an adjustment to the impairment of Oil and gas properties to reflect the remeasurement of the capitalized costs of Oil and gas properties that exceeds the calculated ceiling amount under the full cost method of accounting for Oil and gas properties.

4(L). Represents an adjustment to the basic and diluted weighted average shares of Common Stock outstanding for the year ended December 31, 2024 of 1,128,802 (adjusted for the Reverse Stock Split) to reflect the HUSA January Equity Offering of 260,000 shares of Common Stock, HUSA June Equity Offerings of 305,391 shares of Common Stock, 34,341 shares of Common Stock issued as compensation for certain services provided and stock options that were exercised, the issuance to AGIG Unitholders and investment bank as a result of the Share Exchange of 31,778,032 shares of Common Stock, and 120,000 shares of Common Stock to be granted under the future equity incentive plan.

4 (M). Represents an adjustment to the basic and diluted weighted average shares of Common Stock outstanding for the six months ended June 30, 2025 of 1,564,380 to reflect the issuance to AGIG Unitholders and investment bank as a result of the Share Exchange of 31,778,032 shares of Common Stock, and 120,000 shares of Common Stock to be granted under the future equity incentive plan .

**4(N).**Represents an adjustment to the basic and diluted weighted average shares of Common Stock of 120,000 shares at $0.001 par value to be issued as part of the future equity incentive plan in connection with the closing of the Share Exchange Agreement, contingent on stockholders’ approval. The shares of Common Stock have an estimated value of $1,336,800 (using the close price of Common Stock of $11.14 per share as of July 1, 2025) and are included in the Combined Consolidated Balance Sheet as of June 30, 2025 as an adjustment to Accumulated deficit, Additional paid-in-capital (net of the par value of Common Stock) and Common Stock. As the shares issued under the future equity incentive plan are considered compensation expense, the $1,336,800 is reflected in the Combined Consolidated Statements of Operations for the twelve months ended December 31, 2024 as an adjustment to General and administrative expense.

Note5. Equity Line of Credit and Convertible Note

Represents the effects of the ELOC Purchase Agreement and Convertible Note issuances and the Land Acquisition, as described above. As a result of the terms of those arrangements, HUSA recognized the following adjustments:

5(A). The following summarizes transaction cost adjustments in connection with the execution of the ELOC Purchase Agreement:

i.	$247,754<br> estimated transaction costs including, legal, consulting and diligence fees.
ii.	As<br> consideration for Tumim’s commitment to purchase shares in connection with the ELOC<br> Purchase Agreement terms, the Company will issue a total of 300,000 shares of Common Stock<br> in the aggregate as a commitment fee, consisting of 156,000 shares of restricted Common Stock<br> that were issued at the closing of the ELOC Purchase Agreement and an additional 144,000<br> shares of Common Stock that will be issued upon the earlier of (i) a prepayment advance against<br> a commitment or (ii) the effectiveness of the Registration Statement (discussed above) as<br> declared by the SEC. The 156,000 and 144,000 shares of Common Stock have an estimated<br> value of $1,737,684 and $1,604,160 (using the close price of Common Stock of $11.14 per share<br> as of July 1, 2025), respectively. The estimated value of the 156,000 shares are included<br> in the Combined Consolidated Balance Sheet as of June 30, 2025 as an adjustment to Additional<br> paid-in-capital, while the estimated value of the 144,000 shares that will be issued after<br> closing of the ELOC Purchase Agreement represent an adjustment to stock payable for the future<br> obligation. The combined estimated value of the 300,000 shares of $3,342,000 are shown as<br> an adjustment to Accumulated Deficit.
iii.	Total<br> transaction costs of $247,754 and $3,342,000 are reflected in the Combined Consolidated Statements<br> of Operations and Comprehensive Loss for the twelve months ended December 31, 2024 as an<br> adjustment to Professional fees.

$247,754 estimated transaction costs including, legal, consulting and diligence fees.

ii.

As consideration for Tumim’s commitment to purchase shares in connection with the ELOC Purchase Agreement terms, the Company will issue a total of 300,000 shares of Common Stock in the aggregate as a commitment fee, consisting of 156,000 shares of restricted Common Stock that were issued at the closing of the ELOC Purchase Agreement and an additional 144,000 shares of Common Stock that will be issued upon the earlier of (i) a prepayment advance against a commitment or (ii) the effectiveness of the Registration Statement (discussed above) as declared by the SEC. The 156,000 and 144,000 shares of Common Stock have an estimated value of $1,737,684 and $1,604,160 (using the close price of Common Stock of $11.14 per share as of July 1, 2025), respectively. The estimated value of the 156,000 shares are included in the Combined Consolidated Balance Sheet as of June 30, 2025 as an adjustment to Additional paid-in-capital, while the estimated value of the 144,000 shares that will be issued after closing of the ELOC Purchase Agreement represent an adjustment to stock payable for the future obligation. The combined estimated value of the 300,000 shares of $3,342,000 are shown as an adjustment to Accumulated Deficit.

iii.

Total transaction costs of $247,754 and $3,342,000 are reflected in the Combined Consolidated Statements of Operations and Comprehensive Loss for the twelve months ended December 31, 2024 as an adjustment to Professional fees.

5(B). Represents the Convertible Note with a 12-month term issued to HUSA on July 10, 2025 at a face value of $5,434,783, net of deferred financing costs of $509,783.

**5(C).**Represents interest expense ($380,435) and amortization of deferred financing costs ($509,783) on the Convertible Note. The $890,217 adjustment to the Combined Consolidated Statements of Operations for the twelve months ended December 31, 2024 assumes the Convertible Note is paid down at maturity.

5(D). Represents the Land Acquisition ($8,575,000), financed by the net proceeds from the Convertible Note ($5,000,000) and cash on hand ($3,575,000).