8-K/A - AGIG - Equibles

United

States

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2025 (July 1, 2025)

HOUSTON AMERICAN ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-32955	76-0675953
(State or other jurisdiction<br><br> <br>of incorporation or organization)	(Commission<br><br> <br>File Number)	(IRS 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HUSA	NYSE American

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment No. 1”) 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”).

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, 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. Accordingly, this Amendment No. 1 amends Item 9.01 of the Initial Filing solely to include the financial statements and pro forma financial information required to be filed under Item 9.01 of Form 8-K, which are filed as exhibits hereto. The information previously reported on the Initial Filing is incorporated by reference into this Amendment No. 1. Except as provided herein, the disclosures included in the Initial Filing remain unchanged.

Item 9.01	Financial Statements and Exhibits.
(a)	Financial Statements of Business Acquired. The audited financial<br>statements of AGIG for the years ended December 31, 2024 and 2023, including the notes to such financial statements and the report of<br>independent auditors thereon, are filed as Exhibit 99.1 to this Amendment No. 1 and incorporated into this Item 9.01(a) by reference.<br>The unaudited financial statements for the three months ended March 31, 2025 and 2024, including the notes to such financial statements,<br>are filed as Exhibit 99.2 to this Amendment No. 1 and incorporated into this Item 9.01(a) by reference.
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(b)	Pro Forma Financial Information. The unaudited pro forma condensed<br>consolidated financial information of the Company required by this item is filed as Exhibit 99.3 to this Amendment No. 1 and is incorporated<br>into this Item 9.01(b) by reference.
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(d)	Exhibits.
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Exhibit No.	Description
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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 Pro Forma Condensed Consolidated Financial Information of Houston American Energy Corp.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOUSTON AMERICAN ENERGY CORP.
Dated: July 31, 2025
	By:	/s/ Edward Gillespie
	Name:	Edward Gillespie
	Title:	Chief 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 stockholders’ 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 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

July 31, 2025

Exhibit 99.1

AGIG INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
INDEPENDENT AUDITOR’S REPORT	2
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024, AND 2023	4
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023	5
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023	6
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, AND 2023	7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	8

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AGIG CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Abundia Global Impact Group LLC

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Abundia Global Impact Group LLC (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in members’ equity and cash flows for each of the two years ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.

Emphasisof Matter - Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company is pre-revenue and has suffered recurring losses from operations, has a net capital deficiency and has a significant financing facility maturing within the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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CriticalAudit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Valuationfor Warrant

As described in Notes 8 to the consolidated financial statements, the Company has issued a warrant in connection with their convertible debt agreement. The accounting for these financial instruments was identified as a critical audit matter due to the valuation of the warrant involving significant judgment, as it requires the use of the Black-Scholes model, weighted by management’s estimate of the probability of occurrence. The Black-Scholes model relies on several assumptions, including stock price volatility, risk-free interest rates, discount rates, and the expected life of the warrant.

Howthe Matter Was Addressed in the Audit

Our audit procedures related to the accounting and valuation of the convertible debt instruments and warrants included the following, among others:

● We obtained an understanding of the relevant controls over the Company’s process the valuation of the convertible note instrument and warrant.

● We involved our valuation specialists to assist in assessing the reasonableness of the assumptions and methodologies used by the Company in valuing the conversion features and warrant, including the use of the Black-Scholes model.

● We tested the completeness and accuracy of the underlying data used in the valuation models.

● We assessed the adequacy of the Company’s disclosures related to the convertible debt instruments and warrant.

● We assessed the adequacy of the Company’s disclosures related to the convertible debt instruments and warrants.

We have served as the Company’s auditor since 2020.

/s/ Baker Tilly US, LLP

Houston, Texas

February 24, 2025

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ABUNDIA GLOBAL IMPACT GROUP LLC

CONSOLIDATED BALANCE SHEETS

	DECEMBER 31,
	2024			2023
ASSETS
Current Assets
Cash and cash equivalents	$	525,809		$	390,324
Convertible promissory note receivable, net		—			2,699,570
Government grant receivable		205,424			—
Prepaid expenses and other current assets		122,283			13,367
Total Current Assets		853,516			3,103,261
Property and equipment, net		312			1,516
Other Assets
Capitalized patents, net		1,145,860			841,626
Deposits on license agreements		2,115,000			3,115,000
Total Other Assets		3,260,860			3,956,626
Total Assets	$	4,114,688		$	7,061,403
LIABILITIES AND MEMBERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	279,537		$	294,225
Convertible promissory note		5,860,274			5,459,178
Warrant liabilities		45,965			2,130,115
Other payables		7,775			13,523
Total Current Liabilities		6,193,551			7,897,041
Total Liabilities		6,193,551			7,897,041
Commitments and Contingencies (Note 11)
Members’ Deficit		(2,053,910	)		(824,284	)
Noncontrolling Interest		(24,953	)		(11,354	)
Total Members’ Deficit		(2,078,863	)		(835,638	)
Total Liabilities and Members’ Deficit	$	4,114,688		$	7,061,403

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	FOR THE
	YEARS ENDED
	DECEMBER 31,
	2024			2023
OPERATING EXPENSES
General and administrative	$	1,912,293		$	1,111,036
Research and development		1,651,170			839,243
Professional fees		543,364			685,969
Foreign exchange loss (gain)		44,388			(16,862	)
Provision for loss on convertible note receivable		2,942,029			—
Impairment of license deposit		1,000,000			—
Impairment of capitalized fees on abandoned asset acquisition		—			165,843
Total Operating Expenses		8,093,244			2,785,229
OTHER INCOME AND (EXPENSE)
Grant income		2,545,783			—
Change in fair value of warrant liabilities		2,084,150			(119,313	)
Interest income		242,459			181,804
Other income		—			65,000
Interest expense		(401,096	)		(2,399,430	)
Total Other Income and (Expense)		4,471,296			(2,271,939	)
NET LOSS		(3,621,948	)		(5,057,168	)
Net loss attributable to noncontrolling interest		13,599			10,682
NET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP LLC		(3,608,349	)		(5,046,486	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		(16,377	)		(48,535	)
COMPREHENSIVE LOSS	$	(3,624,726	)	$	(5,095,021	)

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

Consolidated statements of changes in members’ equity (deficit)

forthe years ended December 31, 2024 and 2023

	Members’ Contributions		Accumulated Deficit			Non-controlling Interest			Total Members’ Equity<br> <br>(Deficit)
Balance at January 1, 2023	$	8,834,570	$	(7,952,018	)	$	(672	)	$	881,880
Capital Contributions		3,388,185		—			—			3,388,185
Net Loss		—		(5,046,486	)		(10,682	)		(5,057,168	)
Other Comprehensive Loss		—		(48,535	)		—			(48,535	)
Balance at December 31, 2023	$	12,222,755	$	(13,047,039	)	$	(11,354	)	$	(835,638	)
Capital Contributions		2,395,100		—			—			2,395,100
Net Loss		—		(3,608,349	)		(13,599	)		(3,621,948	)
Other Comprehensive Loss		—		(16,377	)		—			(16,377	)
Balance at December 31, 2024	$	14,617,855	$	(16,671,765	)	$	(24,953	)	$	(2,078,863	)

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

	FOR THE
	YEARS ENDED
	DECEMBER 31,
	2024			2023
Cash Flows From Operating Activities:
Net loss	$	(3,621,948	)	$	(5,057,168	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		15,507			5,300
Provision for loss on convertible note receivable		2,942,029			—
Change in fair value of warrant liabilities		(2,084,150	)		119,313
Amortization of debt discount		—			1,999,430
Impairment of license deposit		1,000,000			—
Impairment of capitalized fees on abandonment of asset acquisition		—			165,843
Accrued interest receivable		(242,459	)		(181,804	)
Accrued interest payable		401,096			400,000
Changes in operating assets and liabilities:
Government grant receivable		(205,424	)		—
Prepaid expenses and other current assets		(108,915	)		18,757
Accounts payable and accrued expenses		(14,688	)		78,168
Other payables		(5,748	)		(4,460	)
Net Cash Flows Used In Operating Activities		(1,924,700	)		(2,456,621	)
Cash Flows From Investing Activities:
Deposits on license agreements		—			(740,000	)
Advances under convertible promissory note receivable		—			(200,000	)
Acquisition costs related to other long-term assets		—			(5,355	)
Payments related to patent application costs		(318,538	)		(594,162	)
Net Cash Flows Used In Investing Activities		(318,538	)		(1,539,517	)
Net Cash Flows from Financing Activities
Capital contributions		2,395,100			3,388,185
Net Cash Flows Provided by Financing Activities		2,395,100			3,388,185
Effect of exchange rate changes		(16,377	)		(48,535	)
Net Change in Cash and Cash Equivalents:		135,485			(656,488	)
Beginning Cash and Cash Equivalents:	$	390,324		$	1,046,812
Ending Cash and Cash Equivalents:	$	525,809		$	390,324

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER31, 2024 AND 2023

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.

NOTE2. GOING CONCERN

The Company’s consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the liquidation of liabilities during the normal course of business. Since inception, the Company has had no revenue generating activities and its only source of income has been grant income of $2,545,783 recognized during the year ended December 31, 2024. For the year ended December 31, 2024, the Company reported a net loss of $3,621,948, negative working capital of $5,340,035 and an accumulated deficit of $16,671,765.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 its ability to develop additional sources of capital and implement its proposed business plan of building and operating biomass and plastic recycling plants on a profitable basis. The Company intends to rely upon continued financial support from its principal majority shareholder to fund its working capital needs. No assurances can be given that the majority will continue to fund the Company’s working capital needs, the Company will be able to raise the equity and debt required 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.

NOTE3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basisof Presentation

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

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ConsolidatedFinancial 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 Name	Country of Formation / Incorporation
Abundia Biomass LLC	USA	March 26, 2019	100	%
Abundia Biomass-to-Liquids Limited	UK	July 10, 2020	77.5	%
Abundia Plastics to Liquids LLC	US	September 10, 2021	100	%
Abundia Plastics Europe Limited	UK	January 14, 2020	100	%
Abundia Global Impact Group (Ireland) Limited	Ireland	February 4, 2022	100	%
Abundia Global Impact Group (UK) Limited	UK	May 5, 2023	100	%

All intercompany balances and transactions have been eliminated in consolidation.

Useof 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 notes 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.

ForeignCurrency 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 CurrencyTransactions”. 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.

RelatedParty 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 12 below for details of related party transactions during the years ended December 31, 2024 and 2023, respectively.

Cashand 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.

PrepaidExpenses 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, 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.

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ConvertiblePromissory 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 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 During the year ended December 31, 2023, the Company evaluated the likelihood of expected credit losses on its convertible note receivable and determined that no allowance for expected credit losses was required at that time.

See Note 4 below for further details.

FairValue 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 9 for further details.

Propertyand 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.

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CapitalizedPatent 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.

Depositson 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.

OtherLong-term Assets

Fees incurred in respect of proposed real estate acquisitions are capitalized as other long-term assets pending completion of the acquisition. When the acquisition of the real estate is completed, in accordance with ASC 805-50-30-1, the fees are included as part of the acquisition cost of the real estate. In the event the real estate acquisition fails to be completed, the fees are expensed as abandoned transaction costs.

During the year ended December 31, 2023, the Company incurred $5,355 in fees related to its proposed acquisition of certain real estate. Subsequently, during the year ended December 31, 2023, the proposed acquisition of the real estate in question was abandoned and previously capitalized fees totaling $165,843 were expensed in full immediately upon the abandonment of the proposed acquisition in operating expenses as an impairment of capitalized fees on abortive asset acquisition. This impairment is disclosed as impairment of capitalized fees on abortive asset acquisition in the Company’s consolidated statements of operations.

Impairmentof 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 year ended December 31, 2024, the Company determined that a license deposit of $1,000,000 was impaired. The impairment was recognized as management determined that this asset no longer have a future economic benefit. The fair value of the impaired asset was determined to be zero, as there were no expected future cash flows, no alternative use, and no marketability for sale or transfer.

During the year ended December 31, 2023, the Company determined that $165,843 in capitalized fees related to an abandoned asset acquisition costs were impaired. The impairment was recognized as management determined that the asset no longer have a future economic benefit. The fair value of the impaired asset was determined to be zero, as there were no expected future cash flows, no alternative use, and no marketability for sale or transfer.

See Note 6 for further details.

DerivativeInstruments

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.

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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.

IncomeTaxes

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 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.

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.

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Researchand Development

In accordance with ASC 730, “Research and Development” the Company expenses third-party research and development consulting costs as incurred. Research and development expenses for the years ended December 31, 2024 and 2023, were $1,651,170 and $839,243, respectively.

DeferredFinancing 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. The Company incurred deferred financing costs of $441,696 at the inception of the convertible promissory note. Amortization expense on deferred financing costs for the was $388,966 for the year ended December 31, 2023 and are included in interest expense on the consolidated statements of operations and comprehensive loss.

GrantIncome 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 “GovernmentAssistance”, 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.

RecentAccounting Pronouncements

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 Company is currently assessing the impact of ASU 2023-09 on its 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 Company is currently assessing the impact of ASU 2023-07 on its disclosures.

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During March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU No. 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. Entities could elect the optional expedients and exceptions included in ASU No. 2020-04 as of March 12, 2020 and through December 31, 2022. During December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date ofTopic 848. These amendments defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company is currently assessing the effect that electing the optional expedients and exceptions included in ASU No. 2020-04 would have on its results of operation, financial position and cash flows.

During June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 requires financial assets measured at amortized cost to be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. During November 2018, April 2019, May 2019, November 2019 and March 2020, respectively, the FASB also issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses; ASU No. 2019-04, CodificationImprovements to Topic 326, Financial Instruments - Credit Losses; ASU No. 2019-05 Targeted Transition Relief; ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses; and ASU No. 2020-03 Codification Improvementsto Financial Instruments. ASU No. 2018-19 clarifies the effective date for nonpublic entities and that receivables arising from operating leases are not within the scope of Subtopic 326-20, ASU Nos. 2019-04 and 2019-05 amend the transition guidance provided in ASU No. 2016-13, and ASU Nos. 2019-11 and 2020-03 amend ASU No. 2016-13 to clarify, correct errors in, or improve the guidance. ASU No. 2016-13 (as amended) is effective for annual periods and interim periods within those annual periods beginning after December 15, 2022. Early adoption is permitted for annual and interim periods beginning after December 15, 2018. The implementation of ASU No. 2016-13 (as amended) on a prospective basis effective January 1, 2023 has had no material impact on the Company’s results of operations, financial position or cash flows.

NOTE4. CONVERTIBLE PROMISSORY NOTE RECEIVABLE

	December 31			December 31
	2024			2023
Principal	$	2,500,000		$	2,500,000
Accrued interest receivable		442,029			199,570
Loss provision on convertible promissory note receivable		(2,942,029	)		—
Convertible promissory note receivable, net	$	—		$	2,699,570

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. In December 2022, AGIG advanced a further $300,000 under the terms, bringing the total outstanding balance to $2,300,000 as of December 31, 2022. During the year ended December 31, 2023, AGIG advanced a further $200,000, bringing the total principal outstanding to $2,500,000 as of December 31, 2023.

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 and 2023, the balance due in respect of the convertible promissory note and accrued interest was $2,942,029 and $2,699,570, respectively.

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 was highly uncertain, with no expected future cash flows and no marketability for sale or transfer.

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NOTE5. PROPERTY AND EQUIPMENT

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

	EstimatedUseful Life	December 31, 2024			December 31, 2023
Computer equipment	3 years	$	3,602		$	3,602
Accumulated depreciation			(3,290	)		(2,086	)
Total property and equipment, net		$	312		$	1,516

For the years ended December 31, 2024 and 2023, depreciation expense was $1,204 and $1,200, respectively.

NOTE6. OTHER ASSETS

CapitalizedPatent Costs

AGIG, through its 77.5% owned subsidiary, Abundia Biomass-to-Liquids Limited, has applied for a number of patents and a trademark relating to its proposed business plan. During the year ended December 31, 2024, a number of pending patents related to recycling of plastics were transferred from Abundia Biomass-to-Liquids Limited to a 100% AGIG owned subsidiary, Abundia Plastics Europe Limited. During the years ended December 31, 2024 and 2023, five and two patent applications, respectively, were granted. The only trademark application made by AGIG was abandoned during the year ended December 31, 2023.

	Estimated Useful Life	Cost		Accumulated Amortization			Net Book Value
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
December 31, 2023
Pending patent applications	N/A	$	665,062	$	—		$	665,062
Granted patents	20 years		180,664		(4,100	)		176,564
Total patent costs		$	845,726	$	(4,100	)	$	841,626

During the years ended December 31, 2024 and 2023, the Company recognized amortization expense in respect of granted patents of $14,305 and $4,100, respectively.

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Depositson License Agreements

	December 31			December 31
	2024			2023
Opening balance	$	3,115,000		$	2,375,000
Additional deposits		—			740,000
Impairment		(1,000,000	)		—
Closing balance	$	2,115,000		$	3,115,000

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 December 31, 2024 and 2023, 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.

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 December 31, 2024 and 2023, 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 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 years ended December 31, 2024 and 2023 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 at December 31, 2024 representing the full carrying value of this License. The impairment was recognized in operating expenses as impairment of license deposit in the Company’s consolidated statements of operations. It was determined that no impairment was required in respect of the remaining two other license deposits at December 31, 2024.

Effective December 31, 2023, the Company performed a similar assessment for all three licenses and at that time determined that no write off was required in respect of any of the licenses.

NOTE7. CONVERTIBLE NOTE PAYABLE

	December 31,		December 31,
	2024		2023
Convertible note payable	$	5,000,000	$	5,000,000
Unamortized debt issuance costs		—		—
Accrued interest		860,274		459,178
Convertible note payable, net debt issuance costs	$	5,860,274	$	5,459,178

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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 has 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 and subsequently to May 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 Financing with an exercise price equivalent to 80% of the price paid by investors in the Next Round Financing.

As discussed further in Note 8 Warrant Liabilities below, the issued warrants were determined to have a fair value of $1,866,243. 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 years ended, December 31, 2024 and 2023, the Company incurred interest expense, including the amortization of debt discount costs, of $401,096 and $2,399,430, respectively, in respect of this Note.

NOTE8: WARRANT LIABILITIES

As discussed in Note 7 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 Financing with an exercise price equivalent to 80% of the price paid by investors in the Next Round Financing.

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 Financing 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 accreted 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 December 31, 2024 and 2023, 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 Financing being completed and discounted back to the valuation date using estimated venture capital rates of return.

	December 31			December 31,
Input	2024			2023
Expected term		5 years			5 years
Principal	$	5,000,000		$	5,000,000
Exercise price	$	4,000,000		$	4,000,000
Volatility		74.5	%		76.3	%
Dividend yield		0	%		0	%
Risk free rate of return		4.3	%		3.8	%
Estimated probability of occurrence of a Next Round Financing		2	%		70	%
Estimated venture capital rates of return		30	%		30	%

AGIGPlastics 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 6.7 years and 7.7 years at December 31, 2024 and 2023, respectively.

NOTE9: 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.

RecurringFair Value Measurements

The fair value of financial instruments measured on a recurring basis as of December 31, 2024 and 2023 consisted of the following:

Description	Level 1		Level 2		Level 3		Total<br> <br>December 31, 2024
Warrant liabilities	$	—	$	—	$	45,965	$	45,965
Description	Level 1		Level 2		Level 3		Total<br> <br>December 31, 2023
---	---	---	---	---	---	---	---	---
Warrant liabilities	$	—	$	—	$	2,130,115	$	2,130,115

The changes in the fair value of the warrant liabilities for the years ending December 31, 2024 and 2023 are summarized as follows:

Fair value at issuance January 1, 2023	$	2,010,802
Change in fair value of warrant liabilities		119,313
Fair value at December 31, 2023		2,130,115
Change in fair value of warrant liabilities		(2,084,150	)
Fair value at December 31, 2024	$	45,965

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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.

During the year ended December 31, 2024, the Company recorded impairments of $1,000,000 related to a license deposit and $2,942,029 related to expected credit losses on its convertible note receivable.

During the year ended December 31, 2023, the Company recorded impairment of $165,843 related to capitalized fees from an abandoned asset acquisition.

NOTE10: 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 total grant amount awarded was £4,484,431 ($5,400,000) and is delivered as a reclaim for eligible project-related expenditure paid each quarter.

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.

During the year end December 31, 2024, the Company incurred $2,545,783 in expenditure eligible for reimbursement which has been recognized as grant income in other income in the consolidated statements of operations. The Company received reimbursement of $2,340,359 during the year ended December 31, 2024 and the balance of $205,424 is recorded on the consolidated balance sheets at December 31, 2024 as government grant receivable.

NOTE11: 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 during the years ended December 31, 2024 and 2023 or pending as at December 31, 2024.

NOTE12. MEMBERS’ EQUITY (DEFICIT)

Members’Interests

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 years ended December 31, 2024 and 2023, AGIG received members’ contributions totaling $2,395,100 and $3,388,185, respectively.

NOTE13. SUBSEQUENT EVENTS

The Company evaluated subsequent events after December 31, 2024, 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:

Effective February 20, 2025, AGIG signed a Share Exchange Agreement with Houston American Energy Corp (“HUSA”). Under the terms of the agreement, HUSA will acquire 100% of AGIG’s issued and outstanding units from AGIG’s members and HUSA will issue to AGIG’s members a number of shares of HUSA common stock which shall equal 94% of HUSA’s aggregate issued and outstanding common stock at the time of the Closing.

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Exhibit 99.2

ABUNDIA GLOBAL IMPACT GROUP LLC

CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED

MARCH 31, 2025

ABUNDIA GLOBAL IMPACT GROUP LLC

INDEX TO CONSOLIDATEDUNAUDITED FINANCIAL STATEMENTS

	Page
CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2025 (UNAUDITED) AND DECEMBER 31, 2024 (AUDITED)	2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 - UNAUDITED	3
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 - UNAUDITED	4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 - UNAUDITED	5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED	6

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ABUNDIA GLOBALIMPACT GROUP LLC

CONSOLIDATED BALANCE SHEETS

	MARCH 31			DECEMBER 31
	2025 <br> (unaudited)			2024 <br> (audited)
ASSETS
Current Assets
Cash and cash equivalents	$	359,572		$	525,809
Government grant receivable		691,207			205,424
Prepaid expenses and other receivables		167,219			122,283
Total Current Assets		1,217,998			853,516
Property & Equipment, net		16			312
Other Assets
Capitalized patent, net		1,359,577			1,145,860
Deposits on license agreements		2,115,000			2,115,000
Total Other Assets		3,474,577			3,260,860
Total Assets	$	4,692,591		$	4,114,688
LIABILITIES AND MEMBERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	590,854		$	279,537
Note payable - related party		685,000			-
Convertible promissory note		5,958,904			5,860,274
Warrant liabilities		51,418			45,965
Other payables		8,044			7,775
Total Current Liabilities		7,294,220			6,193,551
Total Liabilities		7,294,220			6,193,551
Commitments and Contingencies (Note 12)
Members’ Deficit Attributable to Abundia Global Impact Group Members		(2,577,225	)		(2,053,910	)
Noncontrolling Interest in Consolidated Subsidiary		(24,404	)		(24,953	)
Total Members’ Deficit		(2,601,629	)		(2,078,863	)
Total Liabilities and Members’ Deficit	$	4,692,591		$	4,114,688

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVELOSS

(UNAUDITED)

	FOR THE
	THREE MONTHS ENDED
	MARCH 31,
	2025			2024
OPERATING EXPENSES
General and administrative	$	387,967		$	508,880
Research and development		607,368			1,244,586
Professional fees		608,850			259,006
Foreign currency gain		(6,449	)		(2,453	)
Total Operating Expenses		1,597,736			2,010,019
OTHER INCOME AND (EXPENSE)
Grant income		691,207			847,458
Interest income		—			50,000
Change in fair value of warrant liability		(5,453	)		(844,037	)
Interest expense		(98,630	)		(99,726	)
Total Other Income and (Expense), Net		587,124			(46,305	)
NET LOSS		(1,010,612	)		(2,056,324	)
Net (loss) income attributable to noncontrolling interest		(549	)		137,291
NET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP LLC		(1,011,161	)		(1,919,033	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		(12,154	)		260,601
COMPREHENSIVE LOSS	$	(1,023,315	)	$	(1,658,432	)

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND2024

(UNAUDITED)

	Members’ Contributions		Accumulated Deficit			Non-controlling Interest			Total 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		—		(1,919,033	)		(137,291	)		(2,056,324	)
Other Comprehensive Income		—		260,601			—			260,601
Balance at March 31, 2024	$	14,322,755	$	(14,705,471	)	$	(148,645	)	$	(531,361	)
Balance at January 1, 2025	$	14,617,855	$	(16,671,765	)	$	(24,953	)	$	(2,078,863	)
Capital Contributions		500,000		—			—			500,000
Net (Loss) Income		—		(1,011,161	)		549			(1,010,612	)
Other Comprehensive Loss		—		(12,154	)		—			(12,154	)
Balance at March 31, 2025	$	15,117,855	$	(17,695,080	)	$	(24,404	)	$	(2,601,629	)

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	FOR THE
	THREE MONTHS ENDED
	MARCH 31,
	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(1,010,612	)	$	(2,056,324	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4,218			2,558
Change in value of warrant liabilities		5,453			844,037
Accrued interest income		—			(50,000	)
Accrued interest expense		98,630			99,726
Changes in operating assets and liabilities:
Government grant receivable		(485,783	)		(847,458	)
Prepaid expenses and other receivables		(44,936	)		(3,980	)
Accounts payable and accrued expenses		311,317			(149,596	)
Other payables		269			(13,523	)
Net Cash Flows Used In Operating Activities		(1,121,444	)		(2,174,560	)
Cash Flows From Investing Activities:
Payments related to patent application costs		(217,639	)		(217,443	)
Net Cash Flows Used In Investing Activities		(217,639	)		(217,443	)
Net Cash Flows From Financing Activities
Capital contributions		500,000			2,100,000
Proceeds from note payable - related party		895,000			—
Repayments of note payable - related party		(200,000	)		—
Net Cash Flows Provided By Financing Activities		1,185,000			2,100,000
Effect of exchange rate changes		(12,154	)		260,601
Net Change in Cash and Cash Equivalents:		(166,237	)		(31,402	)
Beginning Cash and Cash Equivalents:	$	525,809		$	390,324
Ending Cash and Cash Equivalents:	$	359,572		$	358,922

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

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ABUNDIA GLOBAL IMPACT GROUP LLC

NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. DESCRIPTION OF BUSINESS AND ORGANIZATION

On February 20, 2025, Houston American Energy Corp., a Delaware corporation (“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 AGIG.

On July 1, 2025, as contemplated by the Share Exchange Agreement, the Company 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 is equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the Closing (including the shares issued at 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.

NOTE 2. GOINGCONCERN

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 three months ended March 31, 2025 was grant income of $691,207. For the three months ended March 31, 2025, the Company reported a net loss of $1,011,161, negative working capital of $6,076,223 and an accumulated deficit of $17,695,080.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASISOF 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.

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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 Name	Country of Formation / Incorporation	Date of Incorporation
Abundia Biomass LLC	USA	March 26, 2019	100	%
Abundia Biomass-to-Liquids Ltd	UK	July 10, 2020	77.5	%
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 4, 2022	100	%
Abundia Global Impact Group (UK) Limited	UK	May 5, 2023	100	%

All intercompany balances and transactions have been eliminated in consolidation.

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 CurrencyTranslation

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.

RelatedParty 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 7 Loan- Related Party and 13 Members’ Deficit below for details of related party transactions during the three months ended March 31, 2025, and 2024, respectively.

Cashand Cash Equivalents:

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PrepaidExpenses 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.

ConvertiblePromissory Note Receivable and Current Expected Credit Losses

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.

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

FairValue of Financial Instruments

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 10 Fair Value Measures below for further details.

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Propertyand Equipment

CapitalizedPatent Costs:

Depositson License Agreements:

Impairmentof Long-Lived Assets

During the three months ended March 31, 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.

Derivative Instruments

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Warrants

Income Taxes

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.

Researchand 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 $607,368 and $1,244,586 during the three months ended March 31, 2025 and 2024, respectively.

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DeferredFinancing Costs

GrantIncome 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 Disclosuresof 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.

RecentAccounting 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.

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.

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During March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU No. 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, if certain criteria are met. Entities could elect the optional expedients and exceptions included in ASU No. 2020-04 as of March 12, 2020 and through December 31, 2022. During December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. These amendments defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The adoption of ASU 2020-04 has not had a material impact on the Company’s results of operation, financial position, cash flows or financial footnote disclosures.

NOTE 4. CONVERTIBLEPROMISSORY NOTE RECEIVABLE

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.

NOTE 5. PROPERTYAND EQUIPMENT

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

	Estimated Useful Life	March 31,<br> <br>2025			December 31,<br> <br>2024
Cost
Computer equipment	3 years	$	3,602		$	3,602
Accumulated depreciation			(3,586	)		(3,290	)
Total property and equipment, net		$	16		$	312

For the three months ended March 31, 2025 and 2024, depreciation expense was $296 and $299, respectively.

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NOTE 6. OTHERASSETS

Capitalized Patent

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. During the year ended December 31, 2024, five patent applications were granted.

	Estimated Useful Life	Cost		Accumulated Amortization			Net Book Value
March 31, 2025
Pending patent applications	N/A	$	1,020,952	$	—		$	1,020,952
Granted patents	20 years		360,951		(22,326	)		338,625
Total patent costs		$	1,381,903	$	(22.336	)	$	1,359,577
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 months ended March 31, 2025 and 2024, the Company recognized amortization expense in respect of granted patents of $3,922 and $2,259, respectively.

Deposits on LicenseAgreements

	March 31		December 31
	2025		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 March 31, 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.

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 March 31, 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.

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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 three months ended March 31, 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 March 31, 2025.

NOTE 7. NOTE PAYABLE – RELATED PARTY

	March 31,		December 31,
	2025		2024
Note Payable – related party	$	685,000	$	-

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 120^th^ 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.

NOTE 8. CONVERTIBLE NOTE PAYABLE

	March 31,		December 31,
	2025		2024
Convertible note payable	$	5,00,000	$	5,000,000
Accrued interest		958,904		860,274
Convertible note payable, net debt issuance costs	$	5,958,904	$	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.

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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, and subsequently to May 1, 2025.

As further discussed in Note 14 Subsequent Events below, effective May 1, 2025, the Company’s convertible note payable became due and payable. The Company is in discussion with the Lender to further extend the term of the note.

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 months ended, March 31, 2025 and 2024, the Company incurred interest expense of $98,630 and $99,726 respectively, in respect of this Note.

NOTE 9: WARRANT LIABILITIES

As discussed in Note 8 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 Financing with an exercise price equivalent to 80% of the price paid by investors in the Next Round Financing.

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 Financing 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 March 31, 2025 and December 31, 2024, the debt discount arising on the issuance of the warrants had been fully amortized.

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| --- | | | March 31 | | | December 31 | | | | --- | --- | --- | --- | --- | --- | --- | | Input | 2025 | | | 2024 | | | | Expected term | | 5 years | | | 5 years | | | Principal | $ | 5,000,000 | | $ | 5,000,000 | | | Exercise price | $ | 4,000,000 | | $ | 4,000,000 | | | Volatility | | 73.3 | % | | 74.5 | % | | Dividend yield | | 0 | % | | 0 | % | | Risk free rate of return | | 3.89 | % | | 4.3 | % | | Estimated probability of occurrence of a Next Round Financing | | 2 | % | | 2 | % | | Estimated venture capital rates of return | | 73 | % | | 70.8 | % |

AGIG Plastics to LiquidsLLC

The remaining outstanding term of the warrants was 6.4 years and 6.7 years at March 31, 2025 and December 31, 2024, respectively.

NOTE 10: FAIR VALUE MEASUREMENTS

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

Recurring FairValue Measurements

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

Description	Level 1		Level 2		Level 3		Total <br> March 31, 2025
Warrant liabilities	$	—	$	—	$	51,418	$	51,418
Description	Level 1		Level 2		Level 3		Total <br> December 31, 2024
---	---	---	---	---	---	---	---	---
Warrant liabilities	$	—	$	—	$	45,965	$	45,965

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The changes in the fair value of the warrant liabilities during the three months ending March 31, 2025 and 2024 are summarized as follows:

Fair value at January 1, 2025	$	45,965
Change in fair value of warrant liabilities		5,453
Fair value at March 31, 2025	$	51,418
Fair value at January 1, 2024	$	2,130,115
Change in fair value of warrant liabilities		844,037
Fair value at March 31, 2024	$	2,974,152

Non-recurring Fair Value Measurements

NOTE 11: GRANT INCOME AND GOVERNMENT GRANT RECEIVABLE

During the three months ended March 31, 2025 and 2024, the Company incurred $691,207 and $847,458, respectively in expenditure eligible for reimbursement which has been recognized as grant income in other income in the consolidated statements of operations.

NOTE 12: COMMITMENTS AND CONTINGENCIES

NOTE 13. MEMBERS’ DEFICIT

Member’s Interests

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 three months ended March 31, 2025 and 2024, AGIG received members’ contributions totaling $500,000 and $2,100,000, respectively.

NOTE 14. SUBSEQUENT EVENTS

The Company evaluated subsequent events after March 31, 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:

Effective May 1, 2025, the Company’s convertible note payable became due and payable. On June 4, 2025, the parties agreed to extend the maturity date of the Note until October 1, 2025.

| 17 |

| --- |

Exhibit 99.3

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Transaction summary

On February 20, 2025, Houston American Energy Copr. (“HUSA”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Abundia Financials, LLC (“Abundia”) and Bower Family Holdings, LLC (“BFH”, and together with Abundia, the “AGIG Unitholders”). The AGIG Unitholders were the record and beneficial owners of all the issued and outstanding units of Abundi Global Impact Group, LLC (“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 of HUSA, par value $0.0001 per share, 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 an ELOC purchase agreement (the “ELOC Purchase Agreement”), with Tumim Stone Capital LLC (“Tumim”), providing for a committed equity financing facility, pursuant to which, Tumin 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.

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 March 31, 2025, gives pro forma effect to the HUSA June Equity Offerings, the Share Exchange, the Reverse Stock Split, the ELOC Purchase Agreement, the Convertible Note, and the Land Acquisition, as though such transactions had occurred as of March 31, 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, 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 three months ended March 31, 2025, present our combined consolidated results of operations giving pro forma effect to HUSA June Equity Offerings, 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 accompanying notes to the unaudited pro forma combined consolidated financial statements;
●	the audited consolidated financial statements of HUSA as of and for the year ended December 31, 2024, which are included in HUSA’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 24, 2025;
●	the unaudited consolidated financial statements of HUSA as of and for the three months ended March 31, 2025, which are included in HUSA’s Form 10-Q, filed with the SEC on May 9, 2025;
●	the audited consolidated financial statements of AGIG as of and for the year ended December 31, 2024, which are included in HUSA’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 11, 2025; and
●	the unaudited consolidated financial statements of<br> AGIG as of and for the three months ended March 31, 2025, are included in HUSA’s Current Report on Form 8-K/A, filed<br> with the SEC on July 31, 2025.

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.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCESHEET

As of March 31, 2025


ASSETS
Current Assets
Cash and cash equivalents	359,572		5,308,416		3,123,588	4	-			8,791,576		4,925,000		6(B)	13,716,576
												(8,575,000	)	6(D)	(8,575,000	)
Accounts receivable – oil and gas sales	-		36,095		-		-			36,095		-			36,095
Government grant receivable	691,207		-		-		-			691,207		-			691,207
Prepaid expenses and other current assets	167,219		506,535		-		-			673,754		-			673,754
Total Current Assets	1,217,998		5,851,046		3,123,588		-			10,192,632		(3,650,000	)		6,542,632
Property and equipment															-
Land	-		-				-			-		8,575,000		6(D)	8,575,000
Oil and gas properties, full cost method	-		62,775,947		-		295,147		5(A)	63,071,094		-			63,071,094
							(61,674,906	)	5(B)	(61,674,906	)				(61,674,906	)
Office equipment	3,602		90,004		-		(90,004	)	5(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	(3,586	)	(61,764,910	)			61,764,910		5(B)	(3,586	)	-			(3,586	)
Property and equipment, net	16		1,101,041		-		295,147			1,396,204		8,575,000			9,971,204
Other Assets															-
Capitalized patents, net	1,359,577		-		-		-			1,359,577		-			1,359,577
Goodwill	-		-		-		11,932,710		5(C)	11,932,710		-			11,932,710
Right of use asset	-		49,669		-		(49,669	)	5(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	3,474,577		212,836		-		11,883,041			15,570,454		-			15,570,454
Total Assets	4,692,591		7,164,923		3,123,588		12,178,188			27,159,290		4,925,000			32,084,290
LIABILITIES AND SHAREHOLDER’S EQUITY															-
LIABILITIES															-
Basic and diluted weighted average number of common shares outstanding (1)															-
Accounts payable and accrued liabilities	590,854		44,581		-		1,237,634		5(E)	1,873,069		247,754		6(A)	2,120,823
Stock payable	-		-		-		-			-		1,604,160		6(A)	1,604,160
Loan - related party	685,000		-		-		-			685,000		-			685,000
Convertible promissory note	5,958,904		-		-		-			5,958,904		-			5,958,904
Convertible notes payable less unamortized discount	-		-		-		-			-		4,925,000		6(B)	4,925,000
Warrant liabilities	51,418		-		-		-			51,418		-			51,418
Other payables	8,044		-		-		-			8,044		-			8,044
Short-term lease liability	-		50,496		-		(50,496	)	5(D)	-		-			-
Total Current Liabilities	7,294,220		95,077		-		1,187,138			8,576,435		6,776,914			15,353,349
Long-term Liabilities															-
Reserve for plugging and abandonment costs	-		62,470		-		(26,282	)	5(F)	36,188		-			36,188
Total Long-term Liabilities	-		62,470		-		(26,282	)		36,188		-			36,188
Total Liabilities	7,294,220		157,547		-		1,160,856			8,612,623		6,776,914			15,389,537
EQUITY															-
Shareholders’ Equity (Deficit)															-
Member’s deficit	(2,577,225	)	-		-		2,577,225		5(I)	-		-			-
Common stock, par value 0.001	-		15,687		340	4	1,569		5(G)	17,595		156		6(A)	17,751
							(16,027	)	5(H)	(16,027	)				(16,027	)
							30,666		5(I)	30,666					30,666
							1,112		5(E)	1,112					1,112
							120		5(N)	120					120
Additional paid-in capital	-		93,239,281		3,123,248	4	21,257,844		5(G)	117,620,373		1,737,684		6(A)	119,358,057
							(96,362,529	)	5(H)	(96,362,529	)				(96,362,529	)
							15,087,189		5(I)	15,087,189					15,087,189
							184,220		5(G)	184,220					184,220
							12,389,141		5(E)	12,389,141					12,389,141
							1,336,680		5(N)	1,336,680					1,336,680
Accumulated deficit	-		(86,247,592	)	-		(13,627,888	)	5(E)	(99,875,480	)	(3,342,000	)	6(A)	(103,217,480	)
							87,189,889		5(H)	87,189,889		(247,754	)	6(A)	86,942,136
							(17,695,080	)	5(I)	(17,695,080	)				(17,695,080	)
							(1,336,800	)	5(N)	(1,336,800	)				(1,336,800	)
Noncontrolling interest	(24,404	)	-		-		-			(24,404	)	-			(24,404	)
Total Shareholders’ Equity (Deficit)	(2,601,629	)	7,007,376		3,123,588		11,017,332			18,546,667		(1,851,914	)		16,694,753
Total Equity	(2,601,629	)	7,007,376		3,123,588		11,017,332			18,546,667		(1,851,914	)		16,694,753
Total Liabilities and Equity	4,692,591		7,164,923		3,123,588		12,178,188			27,159,290		4,925,000			32,084,290

All values are in US Dollars.

^3^Refer to Note 3 for reconciliation of HUSA’s historical as reported presentation.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENTSOF OPERATIONS

For the 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		13,627,888		5(E)	14,498,665		3,589,754		6(A)	18,088,418
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		5(N)	5,130,732					5,130,732
Depreciation, depletion and amortization	15,507		160,001		(9,911	)	5(J)	165,597					165,597
Provision for loss on convertible note receivable	2,942,029		-		-			2,942,029					2,942,029
Impairment expense - oil and gas properties	-		275,760		(152,930	)	5(K)	122,830					122,830
Impairment expense - equity investment - Hupecol Meta LLC	-		6,392,874		-			6,392,874					6,392,874
Impairment of license deposit	1,000,000		-		-			1,000,000					1,000,000
Foreign exchange loss (gain)	44,388		-		-			44,388					44,388
Total operating expenses	8,093,244		9,800,753		14,801,847			32,695,844		3,589,754			36,285,597
Loss from operations	(8,093,244	)	(9,240,573	)	(14,801,847	)		(32,135,664	)	(3,589,754	)		(35,725,417	)
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	)	6(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	)	(14,801,847	)		(26,639,907	)	(4,479,971	)		(31,119,878)	)
Basic and diluted (loss) income per common share			(7.28	)	-			(0.79	)				(0.79)
Basic and diluted weighted average number of common shares outstanding			1,128,802		32,497,764		5(L)	33,626,566		156,000		6(A)	33,782,566

^3^Refer to Note 3 for reconciliation of HUSA’s historical as reported presentation.

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENTSOF OPERATIONS

For the three months ended March 31, 2025


Revenues
Oil and gas revenue	-		102,345		-			102,345
Total operating revenue	-		102,345		-			102,345
Operating expenses
Professional fees	608,850		708,372		-			1,317,222
Research and development	607,368		-		-			607,368
Lease operating expense and severance tax	-		76,025		-			76,025
General and administrative expense	383,749		358,046		-			741,795
Depreciation, depletion and amortization	4,218		21,885		134		5(J)	26,237
Foreign exchange loss (gain)	(6,449	)	-		-			(6,449	)
Total operating expenses	1,597,736		1,164,328		134			2,762,198
Loss from operations	(1,597,736	)	(1,061,983	)	(134	)		(2,659,853	)
Other income and (expense), net
Grant income	691,207		29,500		-			720,707
Change in fair value of warrant liability	(5,453	)	-		-			(5,453	)
Interest expense	(98,630	)	-		-			(98,630	)
Total other income and (expense), net	587,124		29,500		-			616,624
Net loss	(1,010,612	)	(1,032,483	)	(134	)		(2,043,229	)
Basic and diluted (loss) income per common share			(0.07	)	-			(0.07	)
Basic and diluted weighted average number of common shares outstanding^1^			1,505,098		32,393,764		5(M)	33,898,862

^3^Refer to Note 3 for reconciliation of HUSA’s historical as reported presentation.

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

NOTES TO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATEDFINANCIAL INFORMATION

Note 1. 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.

Note 2. 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.

Note 3. 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:

UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCESHEET ADJUSTMENTS

As of March 31, 2025


Accounts payable	25,272	(25,272	)	-
Accrued expenses	19,309	(19,309	)	-
Accounts payable and accrued liabilities	-	44,581		44,581

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENTOF OPERATIONS ADJUSTMENTS

For the year ended December 31, 2024

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

UNAUDITED PRO FORMA COMBINED CONSOLIDATED STATEMENTOF OPERATIONS ADJUSTMENTS

For the three months ended March 31, 2025

	HUSA (Historical)		Reclassification adjustments to AGIG presentation			HUSA Historical Adjusted
Professional fees		-		708,372			708,372
General and administrative expense		1,066,418		(708,372	)		358,046

Note 4. HUSA June Equity Offerings

Represents the effects of the HUSA June Equity Offerings, as described above, to reflect the net proceeds, common stock issued at par and additional paid-in capital. The HUSA June Equity Offerings result in $3,123,588 of net proceeds, $306 of common stock at par and $3,123,282 of additional paid-in capital.

Note 5. 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)	$	21,259,412
Estimated fair value of vested HUSA stock option awards (ii)		184,220
Estimated preliminary purchase price	$	21,443,632
i.	Represents the estimated fair value of the common stock of the Combined Company to be retained by Common Stockholders. The estimated preliminary purchase price was determined using the close price of Common Stock ($11.14 per share) as of July 1, 2025, date of the close of the Share Exchange and is calculated based on the total number of shares of Common Stock expected to be outstanding as of the Share Exchange of 1,908,385 shares.
---	---
ii.	Represents the estimated fair value of vested HUSA stock options which were valued using a lattice-based model.
---	---

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

Preliminary estimated purchase price allocation	Amounts
Cash	$	8,432,004
Accounts receivable – oil and gas sales		36,095
Prepaid expenses and other current assets		506,535
Oil and gas properties, full cost method		1,396,188
Other assets		163,167
Total assets	$	10,533,989
Accounts payable and accrued liabilities		(986,878	)
Reserve for plugging and abandonment costs		(36,188	)
Total liabilities	$	(1,023,066	)
Estimated net assets	$	9,510,922
Estimated purchase consideration	$	21,443,632
Estimated goodwill	$	11,932,710

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:

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

5(B). Represents the elimination of historical accumulated depletion, depreciation, amortization and impairment, including Office equipment that was fully depreciated as of March 31, 2025, for which the fair value was not considered material.

5(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.

5(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.

5(E). Represents the accrual for additional transaction related fees and expenses of $942,297 and $12,685,590 estimated to be incurred subsequent to March 31, 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 $797,057 and $357,884 are included in the historical Statements of Operations of HUSA and AGIG, respectively, for the three months ended March 31, 2025. Transaction costs will not affect the Combined Company’s Statements of Operations beyond twelve months after the acquisition date.

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

5(G). Represents the preliminary estimated purchase price of $21,443,632, including $1,569 in Common Stock and $21,257,844 to additional paid-in capital for the Common Stock retained by Common Stockholders, and $184,220 to additional paid-in capital related to the estimated fair value of the vested HUSA stock option awards.

5(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.

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

i.	Adjustment to reclassify the historical member’s deficit of AGIG of $2,577,225 to Common Stock, accumulated deficit and additional paid-in capital;
ii.	Represents an adjustment to increase Common Stock to reflect the 30,665,801 shares (27,599,221 shares issued to Abundia Financial and 3,066,580 shares issued to BFH) issued to AGIG Unitholders, excluding the 1,112,231 shares issued to Univest, as a result of the Share Exchange; and
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iii.	Represents a reclassification of historical AGIG accumulated deficit and reclassification of historical book value AGIG members’ deficit to additional paid-in capital.
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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	(17,695,080	)
Pro forma reclassification of historical carry value of AGIG members’ deficit to additional paid-in capital	15,087,189

All values are in US Dollars.

5(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.

5(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.

5(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 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.

5(M). Represents an adjustment to the basic and diluted weighted average shares of Common Stock outstanding for the three months ended March 31, 2025 of 1,505,098 (adjusted for the Reverse Stock Split) to reflect the 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.

5(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 March 31, 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.

Note 6. 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:

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

i.	$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 March 31, 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.

$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 March 31, 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.

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

6(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.

6(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).