8-K
ABUNDIA GLOBAL IMPACT GROUP, INC. (AGIG)
United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date of earliest event reported): November 10, 2025
HOUSTON
AMERICAN ENERGY CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-32955 | 76-0675953 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer <br><br> Identification No.) |
801 Travis Street, Suite 1425
Houston, Texas 77002
(Address of principal executive offices, including zip code)
713-222-6966
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | HUSA | NYSE<br> American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 10, 2025, Houston American Energy Corp. (the “Company”) issued a press release, as described further below, which included information with respect to certain preliminary unaudited financial results of the Company. For the three months ended September 30, 2025, the Company estimated total operating expenses of approximately $3.7 to $3.9 million; as of September 30, 2025, the Company estimated cash and cash equivalents of approximately $1.5 million, estimated goodwill of approximately $13.0 million, a land asset of approximately $8.6 million and estimated total debt of approximately $11.5 million.
The estimated total operating costs for the quarter ended September 30, 2025 and the estimated cash and cash equivalents, goodwill, land and debt as of September 30,2025 are preliminary and may change, and are based on information available to management as of the date of this Current Report on Form 8-K (the “Report”) and are subject to completion by management of the financial statements as of and for the quarter ended September 30, 2025. There can be no assurance that the Company’s total operating costs for the quarter ended September 30, 2025 and the estimated cash and cash equivalents, goodwill and other assets as of September 30, 2025 will not differ from these estimates and any such changes could be material. The preliminary financial data included in this Report has been prepared by and is the responsibility of the Company’s management. The Company’s independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, the Company’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. Complete quarterly results will be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
The information included in Exhibit 99.1 shall be deemed filed for purposes of the Securities Exchange Act of 1934, as amended, and therefore may be incorporated by reference in filings under the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On November 10, 2025, the Company issued a press release entitled “Houston American Energy Corp. Reports Preliminary, Unaudited Results for Third Quarter 2025”, a copy of which is attached and filed hereto as Exhibit 99.1.
Forward-LookingStatements
This Current Report on Form 8-K (this “Current Report”) includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of Houston American Energy Corp. (the “Company”) may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations about the Company’s financial and operating results, including the Company’s operating expenses, cash position, good will, land asset, and debt, and the Company’s initiatives and undertakings, including the Company’s completed site acquisition; current and future development projects; appointment of a new engineering and service provider; establishment of a new board of directors; and the Company’s future performance, including its financial performance, and its ability to implement its strategies. These forward-looking statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions and projections regarding financial performance, prospects, future events and future results, and involve significant risks and uncertainties, as well as assumptions that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the completion the Company’s quarter-end closing procedures for its financial statements for the quarter ended September 30, 2025, the success, cost and timing of the Company’s development projects; the Company’s operations with a new service provider; the Company’s operations under a new board of directors; changes in applicable laws or regulations; the inability of the Company to raise financing in the future; the inability of the Company to maintain its existing or future land assets; the expected effect from U.S. export controls and tariffs; the inability of the Company to compete with other companies currently engaged in the development of services that the Company is currently developing; the Company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing; the Company’s financial performance; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including those under “Risk Factors” therein. The Company cautions readers that the foregoing list of factors is not exclusive and that readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Houston American Energy Corp., dated November 10, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOUSTON AMERICAN ENERGY CORP. | ||
|---|---|---|
| Dated:<br> November 10, 2025 | ||
| By: | /s/ Edward Gillespie | |
| Name: | Edward<br> Gillespie | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
HoustonAmerican Energy Corp. Reports Preliminary, Unaudited Results for Third Quarter 2025
HOUSTON,TX – November 10, 2025 – Houston American Energy Corp. (NYSE American: HUSA) (“HUSA” or the “Company”) today announced preliminary, unaudited financial results for the third quarter ended September 30, 2025.
ThirdQuarter 2025 Preliminary, Unaudited Results
| ● | Preliminary,<br> total operating expenses for the third quarter 2025 are expected to be approximately $3.8 million, an increase of $2.7 million compared<br> to the second quarter 2025 reflecting the operating costs of the number of the combined organization following the acquisition on<br> July 1, 2025, as well as the additional costs of integration. The increased cost also reflects a number of initiatives undertaken<br> in the quarter: |
|---|---|
| ● | Completion<br> of acquisition of 25-acre site in Cedar Port, Baytown, TX |
| --- | --- |
| ● | Appointment<br> of Nexus PMG as Engineering and Service Provider to support the development of Abundia Global Impact Group LLC’s , a wholly-owned subsidiary of HUSA (“AGIG”)<br> Plastics Recycling Facility and Innovation Hub |
| ● | Breaking<br> ground on the AGIG Innovation Hub and R&D Center at Cedar Port |
| ● | Further<br> development of biomass to liquid fuels and sustainable aviation fuel with the execution of a binding<br> term sheet with BTG Bioliquids B.V. |
| ● | Establishment<br> of a new Board of Directors following the acquisition of AGIG, integrating seasoned industry and financial leaders to support the<br> Company’s transition into low-carbon fuels and chemicals. |
| ● | Preliminary,<br> unaudited cash and cash equivalents as of September 30, 2025, is expected to be approximately $1.5 million |
| --- | --- |
| ● | Preliminary,<br> unaudited goodwill as of September 30, 2025, is expected to be approximately $13.0 million |
| --- | --- |
| ● | Preliminary,<br> unaudited land asset as of September 30, 2025, is expected to be approximately $8.6 million |
| --- | --- |
| ● | Preliminary,<br> unaudited debt as of September 30. 2025, is expected to be approximately $11.0 million |
| --- | --- |
AboutHouston American Energy Corp.
Houston American Energy Corp. (NYSE American: HUSA) is an independent energy company with a growing and diversified portfolio across both conventional and renewable sectors. Historically focused on the exploration and production of oil and natural gas, the Company is actively expanding into high-growth segments of the energy industry. In July 2025, HUSA acquired Abundia Global Impact Group, a technology-driven platform specializing in the conversion of waste plastics into low-carbon fuels and chemical feedstocks. This strategic acquisition reflects HUSA’s broader commitment to meeting global energy demands through a balanced mix of traditional and alternative energy solutions and positions the Company to capitalize on emerging opportunities in sustainable fuels and energy transition technologies.
PreliminaryFinancial Information
The preliminary financial information included in this press release is unaudited and is subject to completion of Houston American Energy Corp.’s quarter-end closing procedures and further financial review. Actual results may differ from these estimates as a result of the completion of quarter-end closing procedures, review adjustments and other developments that may arise between now and the time such financial information for the period is finalized. As a result, these estimates are preliminary, may change and constitute forward-looking information and, as a result, are subject to risks and uncertainties. These preliminary estimates should not be viewed as a substitute for full financial statements prepared in accordance with United States generally accepted accounting principles, and they should not be viewed as indicative of our results for any future period. Houston American Energy Corp.’s independent registered public accountants have not audited, reviewed, compiled, or performed any procedures with respect to these estimated financial results and, accordingly, do not express an opinion or any other form of assurance with respect to these preliminary estimates.
Forward-LookingStatements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of Houston American Energy Corp. (the “Company”) may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations about the Company’s financial and operating results, including the Company’s operating expenses, cash position, good will, land asset, and debt, and the Company’s initiatives and undertakings, including the Company’s completed site acquisition; current and future development projects; appointment of a new engineering and service provider; establishment of a new board of directors; and the Company’s future performance, including its financial performance, and its ability to implement its strategies. These forward-looking statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions and projections regarding financial performance, prospects, future events and future results, and involve significant risks and uncertainties, as well as assumptions, that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the completion the Company’s quarter-end closing procedures for its financial statements for the quarter ended September 30, 2025, the success, cost and timing of the Company’s development projects; the Company’s operations with a new service provider; the Company’s operations under a new board of directors; changes in applicable laws or regulations; the inability of the Company to raise financing in the future; the inability of the Company to maintain its existing or future land assets; the expected effect from U.S. export controls and tariffs; the inability of the Company to compete with other companies currently engaged in the development of services that the Company is currently developing; the Company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing; the Company’s financial performance; and other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission, including those under “Risk Factors” therein. The Company cautions readers that the foregoing list of factors is not exclusive and that readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contacts
For additional information, view the Company’s website at www.houstonamerican.com or contact Houston American Energy Corp. at (713) 222-6966.