AGIG 10-Q
Abundia Global Impact Group, Inc. (AGIG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ______________.
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | |
| Smaller reporting company | 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No
As of August 5, 2026, we had shares of common stock, par value $ per share, outstanding.
ABUNDIA GLOBAL IMPACT GROUP, INC.
FORM 10-Q
INDEX
| 2 |
PART I -FINANCIAL INFORMATION
| ITEM 1 | Financial Statements |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, 2026 | December 31, 2025* | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Contract Assets | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| PROPERTY AND EQUIPMENT, NET | ||||||||
| OTHER ASSETS | ||||||||
| Goodwill | ||||||||
| Technology licenses | ||||||||
| Capitalized patents, net | ||||||||
| Operating lease right of use asset | ||||||||
| Other assets | ||||||||
| TOTAL OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Deferred revenue | ||||||||
| Notes payable – related party, net | ||||||||
| Convertible note payable | ||||||||
| Convertible note payable measured at fair value- related party | ||||||||
| Current portion of lease liability | ||||||||
| Other payables | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Convertible note payable | ||||||||
| Operating lease liability, net of current portion | ||||||||
| Asset retirement obligation | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock, par value $ per share; shares authorized: and shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Equity in RPD prior to acquisition | ||||||||
| Non-controlling interest | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025* | 2026 | 2025* | |||||||||||||
| REVENUE | ||||||||||||||||
| Oil and Gas | $ | $ | $ | $ | ||||||||||||
| Engineering and Process Development Services | ||||||||||||||||
| TOTAL REVENUE | ||||||||||||||||
| COST OF REVENUE | ||||||||||||||||
| Oil and Gas | ||||||||||||||||
| Engineering and Process Development | ||||||||||||||||
| TOTAL COST OF REVENUE | ||||||||||||||||
| GROSS MARGIN (LOSS) | ( | ) | ( | ) | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Writeoff of application costs incurred on abandoned patent applications | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME AND (EXPENSE), NET | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Grant income | ||||||||||||||||
| Change in fair value of convertible note-related party | ( | ) | ( | ) | ||||||||||||
| Change in fair value of warrant liability | ||||||||||||||||
| Foreign currency gain | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL OTHER INCOME AND (EXPENSE), NET | ( | ) | ( | ) | ( | ) | ||||||||||
| NET LOSS BEFORE TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSE | ||||||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||||||||||||||||
| NET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER
COMPREHENSIVE INCOME (LOSS) Foreign currency translation gain (loss) | ( | ) | ( | ) | ||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ||||||||||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per common share | $ | ) | ) | $ | ) | $ | ) | |||||||||
| Basic and diluted weighted average number of common shares outstanding | ** | ** | ||||||||||||||
| * | |
| ** |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Common Stock | Additional
Paid-in | Equity Attributable to RPD Prior to | Accumulated | Accumulated Other | Total Applicable to Abundia Global Impact | Non- Controlling | ||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Acquisition | Deficit | Loss | Group, Inc. | Interest | Total | ||||||||||||||||||||||||||||
| Balance at December 31, 2025* | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||
| Equity line of credit stock issuances | ||||||||||||||||||||||||||||||||||||
| Shares issued for cash consideration, net of fees | ||||||||||||||||||||||||||||||||||||
| Exercise of pre-funded warrants | ||||||||||||||||||||||||||||||||||||
| Placement agent fees for prior year stock sales | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Restricted stock awards granted | ( | ) | ||||||||||||||||||||||||||||||||||
| Equity compensation | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2026* | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Acquisition of RPD | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Restricted stock awards granted | ( | ) | ||||||||||||||||||||||||||||||||||
| Equity compensation | - | |||||||||||||||||||||||||||||||||||
| Transfer upon vesting of equity interest | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ( | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||
| Balance at December 31, 2024 | ** | $ | ** | $ | ** | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Capital contribution by former majority member of AGIG | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ** | $ | ** | $ | ** | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Capital contribution by former majority member of AGIG | - | |||||||||||||||||||||||||||||||||||
| Net Parent Investment in RPD | ||||||||||||||||||||||||||||||||||||
| Equity compensation | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2025 * | ** | ** | ** | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
* |
|
| ** |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30, | ||||||||
| 2026 | 2025* | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depreciation, depletion and amortization | ||||||||
| Equity compensation | ||||||||
| Write off of application costs incurred on abandoned patent applications | ||||||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Change in fair value of convertible note payable | ||||||||
| Amortization of operating lease ROU | ||||||||
| Changes in operating assets and liabilities that provide/(use) cash: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Contract Assets | ( | ) | ||||||
| Other current assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred Revenue | ( | ) | ||||||
| Accrued interest payable | ||||||||
| Other payables | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for RPD Acquisition | ( | ) | ||||||
| Investment in licensed technology | ( | ) | ||||||
| Payments related to patent application costs | ( | ) | ( | ) | ||||
| Purchase of fixed assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Capital contribution by former majority member of AGIG | ||||||||
| Parent Capital Contribution to RPD | ||||||||
| Proceeds from note payable - related party | ||||||||
| Repayment of note payable - related party | ( | ) | ( | ) | ||||
| Proceeds from equity line of credit draw downs | ||||||||
| Shares issued for cash consideration | ||||||||
| Transaction fees paid for share issuance | ( | ) | ||||||
| Exercise of pre-funded warrants | ||||||||
| Payment to placement agent for fees on prior year stock sales | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Net Change in Cash and Cash Equivalents | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Tax paid | $ | $ | ||||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Purchase of RPD funded by convertible note | $ | $ | ||||||
| Release of prepaid RPD acquisition costs | $ | $ | ||||||
| Purchase of fixed assets funded by accounts payable and accruals | $ | $ | ||||||
| Options and restricted share awards for accrued equity compensation liability | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION
On July 1, 2025, Abundia Global Impact Group, Inc. (formerly Houston American Energy Corp.), a Delaware corporation (the “Company”), acquired all of the outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”), as described below (the “Share Exchange”). Prior to the Share Exchange, the Company operated as an independent oil and gas company, which had previously focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the U.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy oil and gas assets as well as the AGIG business. The Company intends to continue both businesses in order to keep its revenue streams diversified, however, all capital investment and management focus will be on the AGIG recycling and renewables business rather than the legacy oil and gas business of Houston American Energy Corp. (“HUSA”).
After the Share Exchange, the Company primarily operates as a technology solutions company in the recycling and renewable energy, fuels and chemicals sectors. The Company, through its now wholly owned subsidiary, AGIG, is focused on using waste products to decarbonize the energy, fuels and chemicals sector by providing renewable alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place.
On
April 1, 2026, the Company acquired
The
acquisition was completed for an aggregate consideration of $
NOTE 2 – GOING CONCERN
The
Company’s consolidated 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. The Company has an accumulated deficit of $
| 7 |
NOTE 3 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The unaudited interim condensed consolidated financial 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 Formation / Incorporation | Percentage Ownership | |||||
| Abundia Biomass LLC | USA | % | ||||||
| Abundia Biomass-to-Liquids Limited | UK | %** | ||||||
| Abundia Plastics to Liquids LLC | US | %* | ||||||
| Abundia Plastics Europe Limited | UK | % | ||||||
| Abundia Global Impact Group LLC | US | % | ||||||
| Abundia Global Impact Group (Ireland) Limited | Ireland | % | ||||||
| Abundia Global Impact Group (UK) Limited | UK | % | ||||||
| HAEC Louisiana E&P Inc. | USA | % | ||||||
| RPD Technologies Americas, LLC | USA | % | ||||||
| * | |
| ** |
All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications are for presentation purposes only and have no effect on the Company’s net income or financial position in any of the periods presented.
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included in the financial position, results of operations and cashflows for all periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet information as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Common Control Acquisition
The company accounts for transfers of net assets between entities under common control in accordance with ASC 805-50, Transactions Between Entities Under Common Control. Assets and liabilities acquired in a common-control transaction are recognized at the historical carrying amounts of the transferring entity as of the date of transfer. No new basis of accounting is established, and no goodwill or bargain purchase gain is recognized as a result of the transaction. To the extent that such transactions require prior periods to be retrospectively adjusted, historical net equity amounts prior to the transaction date are reflected in “Net Parent Investment within equity. Upon the transfer of a business under common control, the Company records the transferred assets at their historical carrying values. In the unaudited condensed consolidated financial statements, any investment recorded by the receiving entity is eliminated in consolidation. To the extent consideration transferred exceeds the historical carrying value of the net assets acquired, the excess is accounted for as a distribution to parent and is reflected within equity. In the accompanying unaudited condensed consolidated statement of cashflows, cash consideration up to the carrying value of net assets acquired is presented as an investing activity and cash consideration in excess of the carrying value of net assets acquired is presented as a financing.
| 8 |
Revenue Recognition
As discussed in Note 4, Common Control Transactions, the Company acquired RPD in a transaction between entities under common control. As a result, RPD has been included in the Company’s consolidated financial statements from that date forward, and its revenues and expenses are reflected in the accompanying consolidated statements of operations beginning on April 16, 2025. The common control transaction has been accounted for in a manner consistent with the applicable guidance, and the inclusion of RPD’s results reflects the retrospective combination of entities under common control, as further described in Note 4.
Nature of Revenue RPD
The Company generates substantially all its revenue from providing engineering, pilot plant operations, testing, process development, and related technical services to customers. These services are primarily performed utilizing the Company’s pilot plant and demonstration equipment and related infrastructure. In certain arrangements, the Company also designs, manufactures, and transfers pilot units or components of pilot units to customers as part of its project deliverables. Revenue is recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers, when control of the promised goods or service is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.
The Company evaluates its contracts to identify performance obligations, which represent promises to transfer distinct goods or services to customers. In most arrangements, the Company provides a series of highly integrated services, including engineering, design, construction, commissioning, operations, testing, analytics, and reporting, that together represent a single performance obligation because the individual services are not separately identifiable within the context of the contract. In certain arrangements, contracts may include distinct goods or services, such as standalone consulting services, reports, or equipment transfers, which are accounted for as separate performance obligations.
The transaction price is determined based on the consideration specified in the contract and may include fixed fees, time-based service charges, reimbursable costs, materials, and approved contract modifications. Certain contracts contain variable consideration, including usage-based fees, reimbursable costs, and change orders. Variable consideration is estimated and included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is subsequently resolved. The Company’s contracts generally have payment terms of one year or less and do not contain a significant financing component. When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices. Standalone selling prices are based on observable prices when available and otherwise estimated using methods such as expected cost plus margin or other reasonable approaches that maximize observable inputs.
The company recognizes revenue when it satisfies the performance obligation by transferring a product or service to the customer. Revenue is recognized either over time or at a point in time depending on the nature of the Company’s performance obligations. The majority of the Company’s revenue is recognized over time as services are performed because the customer simultaneously receives and consumes the benefits of the Company’s performance. Progress toward completion is measured using methods that best depict the transfer of control to the customer, project progress, costs incurred, or other measures of performance, depending on the nature of the arrangement. Revenue associated with distinct goods or services that do not qualify for over-time recognition is recognized at a point in time when control transfers to the customer.
| 9 |
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing and cash collections. Accounts receivable are recorded when the Company has an unconditional right to consideration. Contract assets are recognized when revenue is recognized prior to the Company’s right to invoice the customer, and deferred revenues are recognized when consideration is received or billed in advance of the transfer of goods or services.
Remaining Performance Obligations
The Company has elected the practical expedient under ASC 606 not to disclose information about remaining performance obligations for contracts with an original expected duration of one year or less. Substantially all of the Company’s contracts qualify for this practical expedient.
Fair Value Option and Convertible Note
In
April 2026, the Company issued a senior secured convertible promissory note (the “RPD Convertible Note”) to Abundia Financial
in connection with the acquisition of RPD Technologies Americas, LLC. The RPD Convertible Note has a principal balance of $
The Company has elected the fair value option in accordance with ASC Topic 825, Financial Instruments, for the RPD Convertible Note. Under the fair value option, the note is initially recognized at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.
The Company elected the fair value option to simplify the accounting for the RPD Convertible Note, which contains embedded conversion features that would otherwise require evaluation and potential bifurcation under ASC Topic 815, Derivatives and Hedging.
The Convertible Note is presented as “Convertible note payable measured at fair value” within liabilities on the unaudited condensed consolidated balance sheets. Changes in the fair value of the Convertible Note are presented in “Change in fair value of convertible note” within the unaudited condensed consolidated statements of operations. The portion of the change in fair value attributable to instrument-specific credit risk is recorded in other comprehensive income (loss). Any issuance costs and fees incurred in connection with the Convertible Note are recorded within general and administrative expenses in the unaudited condensed consolidated statements of operations as incurred and are not deferred or capitalized.
Because the RPD Convertible Note was issued in a related-party transaction, the Company evaluated whether the transaction price represented fair value at issuance. The Company determined the initial fair value using valuation techniques that incorporate market participant assumptions, including credit risk and the contractual features of the instrument. Any difference between the transaction price and the estimated fair value at issuance was recorded as an equity contribution or distribution, as appropriate.
| 10 |
Recent Accounting Pronouncements
Adopted Standards
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods with updates to be applied on a prospective basis. The Company adopted ASU 2025-05 as of January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company’s financial statements.
Not Yet Adopted Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations, or financial statement disclosures.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenues from Contracts with Customers (Topic 606)—Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this ASU revise the master glossary definition of the term performance condition for share-based consideration payable to a customer. Further, the amendments in this ASU clarify that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this ASU clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026, with updates to be applied on a retrospective or modified retrospective basis Early adoption is permitted for all entities. The Company is currently evaluating the impact of ASU 2025-04 on its consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The ASU establishes authoritative guidance in GAAP about accounting for government grants received by business entities, clarifies the appropriate accounting, in an effort to reduce diversity in practice, and increase consistency of application across business entities. The ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU may be applied on a modified prospective approach, a modified retrospective approach, or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied by either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.
| 11 |
NOTE 4- COMMON CONTROL TRANSACTIONS
On
April 1, 2026, the Company completed the acquisition of RPD. Pursuant to the Acquisition, the Company entered into a Membership Interest
Purchase Agreement with RPD and Abundia Financial, pursuant to which the Company acquired
Abundia
Financial is considered the Company’s controlling shareholder, and as of the acquisition date held approximately
In accordance with ASC 805-50 the assets acquired, and liabilities assumed were recognized at their historical carrying amounts as reflected in the accounts of the transferring entity immediately prior to the transaction. As a result, no step-up to fair value was recorded and no goodwill or other acquisition related intangible assets were recognized.
RPD became subject to common control on April 16, 2025 when it was acquired by Abundia Financial. The Company is the predecessor entity and therefore the accompanying interim unaudited condensed consolidated financial statements reflect the historical results of the Company for all periods presented and the results of RPD for the periods beginning on April 16, 2025.
The following table summarizes the carrying amounts of the assets acquired and liabilities assumed on the transfer date:
| April 1, 2026 | ||||
| Carrying amounts of assets acquired | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Contract Assets | ||||
| Prepaid expenses - others | ||||
| Property, Plant, and Equipment | ||||
| Goodwill | ||||
| Total Assets Acquired | ||||
| Accounts payable and accrued liabilities | ||||
| Deferred revenue | ||||
| Notes-Payable Related Party, net | ||||
| Total Liabilities Assumed | ||||
| Total Equity Assumed | $ | |||
The total equity assumed above is inclusive of RPD’s accumulated deficit of $
The following tables reconcile the Company’s previously reported revenue, net income, and equity to the retrospectively recast financial statements reflecting the historical financial information for RPD for the periods presented.
| Three Month Ended June 30,2025 | ||||||||||||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Six Month Ended June 30,2025 | ||||||||||||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| As of December 31, 2025 | ||||||||||||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Total Equity | $ | $ | $ | |||||||||
| 12 |
NOTE 5 – ACQUISITION
On July 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG LLC from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 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. Total consideration transferred was $ million.
The
Share Exchange was accounted for as a reverse acquisition in accordance with GAAP within ASC Topic 805, Business Combinations
(“ASC 805”), whereby AGIG LLC, the legal acquiree, is considered the accounting acquirer and the Company, the legal acquirer,
is treated as the acquired company for financial reporting purposes. AGIG LLC was considered the accounting acquirer as its controlling
shareholder, Abundia Financial, would hold approximately
We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the Share Exchange. The purchase price allocations were comprised of the components presented below, which represent the determination of the fair value of the assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities and the allocation of goodwill to reporting units will be completed within the measurement period in accordance with FASB ASC Topic 805.
The purchase price allocation is as follows:
| Fair value of net assets acquired | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Prepaid expenses - others | ||||
| Oil and gas properties, full cost method | ||||
| Refundable acquisition deposit | ||||
| Other assets | ||||
| Goodwill | ||||
| Total Assets Acquired | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Other payables | ( | ) | ||
| Asset retirement obligation | ( | ) | ||
| Total Liabilities Assumed | ( | ) | ||
| Total Purchase Price | $ | |||
Goodwill resulting from the Share Exchange reflects the benefits expected to be gained from the Company’s public company status and governance infrastructure which will enable the Company to gain access to public sources of capital that can then be used in the deployment and development of their suite of technologies that will assist in the evolution of fuel, chemical and waste markets, providing commercial alternatives and sustainable products.
The goodwill arising on the Share Exchange is not deductible for tax purposes.
The
Company incurred $
The
operating results of the Company’s legacy business were included in the consolidated results of operations from the date of the
Share Exchange. The consolidated financial statements for the year ended December 31, 2025 include revenues and net loss of $
| 13 |
The following unaudited pro forma financial information presents the combined results of operations for the Company and AGIG for the three and six months ended June 30, 2025 The unaudited condensed consolidated pro forma results of operations are as follows:
| Three
Months Ended June 30, 2025 | Six
Months Ended June 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the transaction as though it had occurred on January 1, 2025, and includes adjustments for acquisition and other transaction costs. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the transaction had occurred on January 1, 2025, nor is it indicative of future operating results.
NOTE 6 – SEGMENT REPORTING
The
Company determined it has
The O&G segment generates revenue from oil and gas operations and the RPD segment generates revenue from its engineering, pilot plant operations, testing, process development, and technical services. The Renewables is in the pre-revenue stage, primarily incurring research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. The CODM is a committee including the Company’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.
The Company measures and evaluates its reportable segments based on their respective adjusted net income (loss), general and administrative expenses, research and development costs, and professional fees. The Company excludes certain corporate-related expenses and certain transactions or adjustments that the CODM considers to be non-operational, such as changes in fair value of warrant liabilities, restructuring charges, interest expense and income and amounts related to depreciation, depletion and amortization expense. Although these amounts are excluded, they are included in reported Loss before income taxes within the accompanying unaudited consolidated statements of operations and are included in the reconciliation below. The CODM uses segment adjusted net loss in the budget and forecasting process and to monitor budgets versus actual results, which are used in assessing the performance of the reportable segments and to allocate resources across the reportable segments. The balance sheet is presented on a consolidated basis, as the CODM does not use segment specific asset or liability information, including fixed assets, to assess performance. As a result, segment asset and liability details are disclosed at the aggregate level.
| 14 |
A reconciliation of net loss for the reportable segments to the applicable line items within the accompanying consolidated statements of operations is as follows.
| Three
Months Ended June 30, 2026 | ||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Segment expense: | ||||||||||||||||
| Cost of Engineering and process development services | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development costs | ||||||||||||||||
| Operating lease expense and severance tax | ||||||||||||||||
| Adjusted segment operating income (loss) | ( | ( | ) | ( | ) | |||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Write off of application costs incurred on abandoned patent applications | ||||||||||||||||
| Changes in fair value of convertible note | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Interest income | ( | ) | ( | ) | ||||||||||||
| Foreign currency gain | ||||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Six
Months Ended June 30, 2026 | ||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Segment expense: | ||||||||||||||||
| Engineering and Process development services | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development costs | ||||||||||||||||
| Operating lease expense and severance tax | ||||||||||||||||
| Adjusted segment operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Write off of application costs incurred on abandoned patent applications | ||||||||||||||||
| Changes in fair value of convertible note | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Interest income | ( | ) | ( | ) | ||||||||||||
| Foreign currency gain | ||||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 15 |
| Three
Months Ended June 30, 2025 | ||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Segment expense: | ||||||||||||||||
| Engineering and Process development services | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development costs | ||||||||||||||||
| Operating lease expense and severance tax | ||||||||||||||||
| Adjusted segment operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Grant income | ( | ) | ( | ) | ||||||||||||
| Change in far value of warrant liability | ( | ) | ( | ) | ||||||||||||
| Interest expense | ||||||||||||||||
| Foreign currency gain | ||||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Six
Months Ended June 30, 2025 | ||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Segment expense: | ||||||||||||||||
| Engineering and Process development services | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development costs | ||||||||||||||||
| Operating lease expense and severance tax | ||||||||||||||||
| Adjusted segment operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Grant income | ( | ) | ( | ) | ||||||||||||
| Changes in fair value of warrant liability | ( | ) | ( | ) | ||||||||||||
| Interest expense | ||||||||||||||||
| Foreign currency gain | ||||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
Oil and gas revenues and expenses for the legacy HUSA business have been included in the accompanying unaudited condensed consolidated statements of operations from July 1, 2025. See Note 5 – Acquisition above.
RPD’s revenues and expenses have been included in the accompanying unaudited condensed consolidated statements of operations beginning April 16, 2025, the date on which RPD and the Company became entities under common control. See Note 4- Common Control Transactions.
| 16 |
| Six
Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Depreciation, depletion and amortization: | ||||||||
| RPD | $ | $ | ||||||
| O&G | ||||||||
| Renewables | ||||||||
| Consolidated depreciation, depletion and amortization expense | $ | $ | ||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Assets: | ||||||||
| RPD | $ | $ | ||||||
| O&G | $ | |||||||
| Renewables | ||||||||
| Total assets of reportable segments | $ | $ | ||||||
Geographic Information
All the Company’s revenues from customers are generated from customers located in the United States, and all of the Company’s long-lived assets are located in the United States. Accordingly, no additional geographic information is presented.
NOTE 7 – Revenue
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company generates revenue from engineering and process development services and legacy oil and gas (“O&G”) operations, Revenue is recognized either over time or at a point in time depending on the nature of the Company’s performance obligations.
Revenue
from engineering, process development, pilot plant operations, engineering design, testing, and technology commercialization services
is generally recognized over time because customers simultaneously receive and consume the benefits of the services as they are performed.
Progress toward completion is measured using an input method, such as costs incurred or labor hours, which the Company believes faithfully
depicts the transfer of control of the services to the customer. Revenue from engineering and process development is generated from a limited number of customer contracts at any
given time, consistent with the nature of its business. As a result, revenue is concentrated on a small number of customers in any given
reporting period. As each engagement is typically project-specific and of finite duration the customers comprising this concentration
are not necessarily the same period to period. For the three months ending June 30, 2026, revenue from five customers represented approximately
Revenue from the sale of oil and gas production is recognized at a point in time. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed.
The following table disaggregates revenue by significant product type for the three and six months ended June 30, 2026, and 2025:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Engineering, design, and technology commercialization services | $ | $ | $ | $ | ||||||||||||
| Oil and gas sales | ||||||||||||||||
| Total revenue from customers | $ | $ | $ | $ | ||||||||||||
Oil and gas revenues for the legacy HUSA business have been included in the statement of operations from July 1, 2025. See Note 5 – Acquisition above.
Engineering, design, and technology commercialization services have been included in statement of operations from April 16, 2025. See Note 4- Common Control Transactions
| 17 |
Contract balances
Contract assets are recognized when revenue is recognized prior to the Company’s right to invoice the customer, and deferred revenue is recognized when consideration is received or billed in advance of the transfer of goods or services.
Significant changes in the contract assets and the deferred revenue balances during the period are as follows:
Contract Assets
| Six
Months Ended June 30, 2026 | Year
Ended December 31, 2025 | |||||||
| Transferred to receivables from contract assets recognized at the beginning of the period | $ | ( | ) | $ | ||||
| Revenue recognized and not billed as of period end | ||||||||
| Net Change in Contract Assets | $ | ( | ) | $ | ||||
Deferred Revenue
| Six
Months Ended June 30, 2026 | Year
Ended December 31, 2025 | ||||||
| Increases due to customer billings, net of amounts recognized as revenue during the period | $ | $ | ||||||
| Revenue recognized that was included in the deferred revenue balance as of the beginning of the period | ( | ) | ||||||
| Net Change in deferred revenue | $ | $ | ||||||
NOTE 8- GRANT INCOME
Grant
income relates to a grant awarded by the UK government to the Company’s UK subsidiary, Abundia Biomass-to-Liquids Limited, under
its Advance Fuel Fund competition for the development of sustainable aviation fuel production plants in the UK. The total grant amount
awarded was £
The grant reimbursed the Company for pre-approved eligible project research and development costs, related professional fees and general and administrative costs. These costs were 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 six-month periods ending June 30, 2026, and 2025, the Company incurred $and $
The term of the grant was completed on March 31, 2025.
NOTE 9 – PROPERTY AND EQUIPMENT
| Estimated Useful Life | June 30, 2026 | December 31, 2025 | ||||||||
| Cost | ||||||||||
| Land | $ | $ | ||||||||
| Oil and gas properties | ||||||||||
| Machinery and Equipment | ||||||||||
| Construction in progress | N/A | |||||||||
| Total cost | $ | $ | ||||||||
| Accumulated depreciation and depletion | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
| 18 |
Land
On
July 11, 2025, the Company completed the purchase of a 25-acre site at the Cedar Port Industrial Park (“the Cedar Port Property”)
located in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of
$
The Company plans to construct its first plastics recycling plant at the location, transforming plastic waste into pyrolysis oil. The strategically located site will be the foundation for a U.S. innovation hub dedicated to developing recycling, renewable and circular technologies supported by the industrial park’s robust infrastructure.
As land is considered to have an indefinite life, no depreciation has been recognized in respect of this asset
Oil and gas properties
The Company’s oil and gas properties are located in Texas.
During the three months ended June 30,
2026 and 2025, the Company recorded a depletion expense of $
Machinery and Equipment
The company’s machinery and
equipment is comprised primarily of assets utilized for engineering and process development services located on its site in Baytown,
Texas. During the three months ended June 30, 2026, and
2025, the Company recorded depreciation expense of $
Construction in Progress
The Company has commenced the construction on its Cedar Port Property in Baytown, Texas, related to its RPD Technologies Facility and the Corporate Headquarters. The first phase of the construction in progress is scheduled to be completed by the fourth quarter of 2026.
| 19 |
NOTE 10 – CAPITALIZED PATENT COSTS
The Company has applied for a number of patents relating to its proposed business plan.
Weighted Average Remaining Useful Life (in years) | Cost | Accumulated Amortization | Net Book Value | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Pending patent applications | N/A | $ | $ | $ | ||||||||||||
| Granted patents | ( | ) | ||||||||||||||
| Total patent costs | $ | $ | ( | ) | $ | |||||||||||
| December 31, 2025 | ||||||||||||||||
| Pending patent applications | N/A | $ | $ | $ | ||||||||||||
| Granted patents | ( | ) | ||||||||||||||
| Total patent costs | $ | $ | ( | ) | $ | |||||||||||
Amortization
expense related to granted patents was $
During
the three months ending June 30, 2026 and 2025, the Company wrote off application costs incurred on abandoned patent applications of
$
As of June 30, 2026, expected amortization expense for granted patents for the next five years and thereafter are as follows:
| As of June 30, 2026 | ||||
| 2026 (remainder of the year) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 11 – NOTES AND CONVERTIBLE NOTE PAYABLE
| NOTE AND CONVERTIBLE NOTES PAYABLE DUE WITHIN 1 YEAR | June 30, 2026 | December 31, 2025 | ||||||
| AGIG convertible note payable | $ | $ | ||||||
| Accrued interest on AGIG convertible note payable | ||||||||
| RPD Convertible Note-related party | ||||||||
| BFH AGIG note payable – related party | ||||||||
| BFH RPD note payable- related party | ||||||||
| BFH HUSA note payable – related party | ||||||||
| Accrued interest on BFH HUSA note payable – related party | ||||||||
| $ | $ | |||||||
| NOTE AND CONVERTIBLE NOTE PAYABLE DUE GREATER THAN 1 YEAR | ||||||||
| AGIG convertible note payable | $ | $ | ||||||
| Accrued interest on AGIG convertible note payable | ||||||||
| Convertible note payable non-current | $ | $ | ||||||
| TOTAL NOTE AND CONVERTIBLE NOTES PAYABLE | $ | $ | ||||||
| 20 |
As
of June 30, 2026 and December 31, 2025, the weighted average interest rate on the Company’s notes and convertible notes payable
was
Future annual repayment of notes – related party, convertible notes and accrued interest as of June 30, 2026 is as follows:
| Years ended December 31, | ||||
| Due on demand | $ | |||
| 2026 | ||||
| 2027 | ||||
| Present value of minimum payments | $ | |||
AGIG Convertible Note Payable
Effective
November 7, 2022, AGIG LLC issued a $
During
the three months ending June 30, 2026, and 2025, the Company recognized interest expense of $
As
of June 30, 2026 and December 31, 2025, the balance of the outstanding AGIG Convertible Note, together with accrued interest was $
As
of June 30, 2026 and December 31, 2025, the effective annual interest yield on the AGIG Convertible Note was
3i HUSA Convertible Note
On
July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (“3i”), pursuant to
which the Company issued a senior secured convertible note in the original principal amount of $
During
the year ended December 31, 2025, the Company made prepayments on the 3i HUSA Convertible Note using proceeds from its equity line of
credit, registered direct offerings, and proceeds from the issuance of debt to Bower Family Holdings, LLC (“BFH”), a related
party. The Company fully extinguished the remaining principal balance of the 3i HUSA Convertible Note during the fourth quarter of 2025.
Total cash payments made during the year ended December 31, 2025 amounted to $
As
a result of these prepayments and the extinguishment of the debt, the Company recognized a total loss on debt extinguishment of $
During
the year ended December 31, 2025, the Company recognized interest expense of $
| 21 |
BFH AGIG Note Payable - Related Party
Effective
February 28, 2025, BFH (a related party) advanced $
During
the three and six months ended June 30, 2025, $
Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.
BFH HUSA Note Payable – Related Party
On
November 12, 2025, in exchange for BFH (a related party) paying $
The
BFH HUSA Note carried interest at
In
the event of a change of control, the Company was required to prepay
The BFH HUSA Note was secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement was pari passu in priority with any existing debt obligations.
During
the year ended December 31, 2025, the Company accrued interest payable of $
As
of December 31, 2025, the balance of the outstanding BFH HUSA Note, together with accrued interest, was $
During
the three and six months ending June 30, 2026, the Company accrued $nil and $
Effective
March 31, 2026, the Company repaid the entire $
| 22 |
BFH RPD Note Payable- Related Party
Effective
December 11, 2025 BFH (a related party) loaned the Company $
RPD Convertible Note-Related party
On April 1, 2026, the Company issued
a senior secured convertible promissory note (the “RPD Convertible Note”) to Abundia Financial in connection with the
acquisition of RPD Technologies Americas, LLC. The RPD Convertible Note has a principal balance of $
The following table shows change in the carrying amount of the RPD Convertible Note during the three months ended June 30, 2026
Three months ended June 30, 2026 | ||||
| Fair value of principal received at issuance | $ | |||
| Change in fair value of debt | ||||
| Ending balance as of June 30, 2026 | $ | |||
NOTE 12 - 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.
Management determined that the estimated fair value of the Company’s notes payable recorded at amortized cost approximates their carrying value as of June 30, 2026 due to the limited time remaining until maturity. Because the notes are scheduled to mature within twelve months of the balance sheet date, the effect of changes in market interest rates on fair value is not considered significant.
| 23 |
Recurring Fair Value Measurements
RPD Convertible Note-Related party
The fair value of the RPD Convertible Note as of June 30, 2026 was comprised of a single financial liability in which the Company elected the fair value option under ASC 825, Financial Instruments (“ASC 825”) with change in fair value recorded in change in fair value of debt in the unaudited interim condensed consolidated statements of operations. There was no change in the instrument specific credit risk during the three months ended June 30, 2026.
The company estimated and recorded the fair value of the RPD Convertible Note upon its issuance date of April 1 2026. The fair value of the RPD Convertible note as of June 30, 2026 was based on a bond plus option framework. The principal and interest cash flows were discounted at a rate which was back-solved as of the Issuance Date, then adjusted at each mark-to-market date to reflect changes in the rate corresponding to the company’s credit rating. The option valuation utilized Black Scholes option pricing model with two call options.
The valuation utilized significant Level 3 unobservable inputs including volatility, discount rate, and risk-free interest rate. Significant judgement is required in selecting the significant inputs and assumptions. Actual assumptions may differ from our current estimates and such difference could materially impact on the fair value of the RPD Convertible Note.
| Significant unobservable inputs | April 1, 2026 | June 30, 2026 | ||||||
| Expected Volatility | $ | % | $ | % | ||||
| Risk-Free Interest Rate | % | % | ||||||
| Discount Rate | % | % | ||||||
Refer to Note 11- “Notes and Convertible Notes Payable”, for the change in the carrying amount of the RPD Convertible note during the three months ended June 30, 2026.
Warrant Liabilities
Non-recurring Fair 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 three and six months ended June 30, 2026 and 2025, the Company determined that no impairment indicators had occurred and consequently no impairments were recorded during these periods.
NOTE 13 - COMMITMENTS AND CONTINGENCIES
From time to time, in the normal course of its operations, the Company is subject to litigation of matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that liability has been incurred, and the amount of the loss is known. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.
Disputed Fees
On
February 24, 2026, A.G.P. / Alliance Global Partners asserted it was allegedly owed fees in the amount of $
Effective
March 25, 2026, the Company settled this dispute with a payment of $
| 24 |
NOTE 14 - CAPITAL STOCK
Reverse Stock Split
On
June 6, 2025, the Company effected a
All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented.
Capital Contributions
There
were no capital contributions from the Company’s controlling shareholder in 2026. During the three and six months ended June
30, 2025, the Company’s controlling shareholder made capital contributions of $
and $,
respectively. Of the capital contributions made during the six months ended June 30, 2025 $
ELOC Agreement
On
July 10, 2025, the Company entered into the ELOC Agreement with an institutional investor (“ELOC Investor”), providing for
a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the Company’s
direction in its sole discretion, up to an aggregate of $
As
consideration for the ELOC Investors commitment, the Company agreed to issue a total of shares of Common Stock as a commitment
fee, consisting of shares of Common Stock issued at closing and shares of Common Stock issued upon the effectiveness
of the registration statement registering all shares of Common Stock issuable pursuant to the ELOC. The value of these shares at the
time of issue was $
The
ELOC Agreement may be terminated by the Company at any time after commencement, provided the commitment fee and legal fees have been
paid. The agreement automatically terminates upon the earlier of (i) full drawdown, (ii) expiration of the
The
Company engaged Univest Securities LLC as a placement agent and agreed to pay a cash fee equal to
During
the three and six months ended June 30, 2026, the Company issued nil and shares of Common Stock under the ELOC Agreement, for
proceeds of $nil and $
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Shares Issued for Cash Consideration
On
February 23, 2026, the Company closed an offering pursuant to a Securities Purchase Agreement (the “Purchase Agreement”),
entered into on February 19, 2026, with a certain institutional investor (the “Investor”), pursuant to which the Company
agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Offering”), (i)
shares (the “Shares”) of common stock, par value $ per share, of the Company (“Common Stock”) and (ii) pre-funded
warrants (the “Pre-Funded Warrants”) to purchase up to
Exercise of Pre-Funded Warrants
On
March 17, 2026, the Investor referred to in the Offering above, exercised the
Disputed Placement Agent Fees
As
further discussed in Note 13 Commitments and Contingencies above, effective March 24, 2026, the Company paid $
NOTE 15 – EQUITY COMPENSATION
2025 Equity Incentive Plan
As of June 30, 2026 there were, respectively, shares of common stock available for issuance pursuant to future stock or option grants under the 2025 Plan.
Stock-based compensation costs recognized under the plan are recorded as selling, general and administrative expenses. Stock compensation costs for the three and six months ended June 30, 2026 were $ and $ respectively. There were no stock-based compensation expenses recognized under the plan for the periods ended three months or six months June 30, 2025.
As
of June 30, 2026, there is no accrued stock compensation for awards earned and not granted. As of December 31, 2025, the Company had
accrued $
Stock Options Issued and Outstanding
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Options outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Options exercisable December 31, 2025 | ||||||||||||||||
| Options unvested as of December 31, 2025 | ||||||||||||||||
| Granted | ||||||||||||||||
| Expired | ( | ) | - | - | ||||||||||||
| Forfeited | - | - | ||||||||||||||
| Options outstanding as of June 30, 2026 | $ | $ | ||||||||||||||
| Options exercisable as of June 30, 2026 | ||||||||||||||||
| Options unvested as of June 30, 2026 | ||||||||||||||||
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The weighted average grant date fair value of the stock options granted during the six months ended June 30, 2026 and 2025 was $ and $, respectively. The total fair value of stock options that vested during the six months ended June 30, 2026 and 2025 was and , respectively.
The grant date fair value of the options granted was calculated using the Black-Scholes pricing model with the following assumptions: % volatility, risk free interest rate of % - %, an expected life of and dividend.
Compensation
costs associated with stock options represented $ and $ of the total share-based payment expense recorded in the three months
ended June 30, 2026 and 2025, respectively. Compensation costs associated with stock options represented $and $ of the total
share-based payment expense recorded in the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there was $
of unrecognized stock-based compensation expense related stock options to be recognized over a weighted average period of
Restricted Stock Awards
A summary of restricted stock awards during the six months ended June 30, 2026 is presented in the table below:
Number of Units | Weighted Grant Date Fair Value | Aggregate Intrinsic Value | ||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Vested | - | |||||||||||
| Forfeited | - | |||||||||||
| Outstanding, June 30, 2026 | $ | $ | ||||||||||
The weighted average grant date fair value of the restricted stock granted during the six months ended June 30, 2026, was $. The total fair value of restricted stock vested during the six months ended June 30 2026 was $. There were no grants or award vesting during the six months ended June 30, 2025.
Compensation
costs associated with restricted stock awards represented $ and $ of the total share-based payment expense recorded in the three
months ended June 30, 2026 and 2025, respectively. Compensation costs associated with restricted stock awards represented $ and
$ of the total share-based payment expense recorded in the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026,
there was $ of unrecognized stock-based compensation expense related to restricted stock awards to be recognized over a weighted
average period of
Equity Interest Agreements
In connection with the acquisition of RPD, the Company entered into Equity Interest Agreements with certain key consultants to promote the continued development and growth of the acquired business. Under the terms of the agreements, the three consultants are eligible to earn an aggregate equity interest representing up to 25% of the RPD’s outstanding equity over a three-year vesting period, subject to the satisfaction of continued service conditions.
The
Company accounts for these awards as share-based compensation in accordance with applicable accounting guidance. Compensation
expense is recognized on a graded straight-line basis over the requisite service period based on the grant-date fair value of the
awards. Share-based compensation expense recognized related to these awards was $
and $
for the three months ended June 30, 2026 and 2025 respectively, and $
and $
for the six months ended June 30, 2026, and 2025 respectively. As of June 30, 2026,
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NOTE 16 – WARRANTS ACCOUNTED FOR AS EQUITY
A summary of warrant activity and related information for the six months ended June 30, 2026 is presented below:
| Warrants | Weighted- Average Exercise Price | Weighted Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | $ | |||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Expired | - | - | ||||||||||||||
| Outstanding June 30, 2026 | $ | $ | - | |||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
The aggregate intrinsic value for the warrants outstanding and exercisable as of June 30, 2026 and December 31, 2025 was $ because the exercise price of the outstanding warrants exceeded the market price of the Company’s common stock at June 30, 2026.
During
the three months ending June 30, 2026, warrants were issued or exercised. During the six months ended June 30, 2026, a total of
warrants were issued:
Pre-Funded Warrants
As
further discussed above in Note 14 Capital Stock, on February 23, 2026, the Company closed an offering pursuant to a Securities
Purchase Agreement (the “Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor (the
“Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly
to the Investor (the “Offering”), (i) shares (the “Shares”) of common stock, par value $ per share,
of the Company (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to
A
holder of Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that,
after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group
together with the holder or any of the holder’s affiliates) would beneficially own in excess of
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On
March 17, 2026, the Investor referred to in the Offering above, exercised the
Placement Agent Warrants – February 2026
In
connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with
Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”), pursuant to which the Company
engaged Titan Partners as the placement agent (the “Placement Agent”) in connection with the Offering. The Company issued
to the Placement Agent placement agent warrants to purchase up to shares of Common Stock, with an exercise price equal to
Bridge Loan Warrants
As
part of the Share Exchange, the Company acquired a number of warrants that had been issued in conjunction with a bridge loan in the Company
before the Share Exchange occurred. Such warrants are exercisable, for a period of
Placement Warrants – November 2025
On
November 21, 2025, the Company completed a registered direct offering with certain investors, issuing shares of its Common
Stock at $ per share. In connection with the offering, the Company engaged A.G.P. to act as exclusive placement agent in connection
with the offering.
NOTE 17 – NONCONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARIES
RPD Equity Interests
In
connection with the acquisition of RPD, the Company entered into Equity Interest Agreements with certain key consultants to promote the
continued development and growth of the acquired business. Under the terms of the agreements, the three consultants are eligible to earn
an aggregate equity interest representing up to
| Changes in non-controlling interest in consolidated subsidiaries | Six Months Ended June 30, 2026 | |||
| Noncontrolling interest, beginning of period | $ | |||
| Increase due to vesting of equity interest | ||||
| Net income attributable to noncontrolling interest | ( | ) | ||
| Noncontrolling interest, end of period | $ | |||
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Abundia Biomass to Liquids Limited
From
the date of its formation, Abundia Biomass to Liquids Limited was owned
During
the six months ended June 30, 2025, $
Effective October 26, 2025, the noncontrolling interest in Abundia Biomass to Liquids Limited was cancelled with the consent of the former officer of the Company as part of his separation agreement with the Company.
AGIG Plastics to Liquids LLC
From
the date of its formation Abundia Plastics to Liquids LLC was owned
Effective
July 1, 2025, following the Share Exchange, a warrant issued to one of our technology providers vested and was exercised resulting in
the technology provider becoming a
Since formation, Abundia Plastics to Liquids LLC has not recognized any income or incurred any expenses and has had no net assets held beyond the technology license held with the provider.
Accordingly, the non-controlling interest in Abundia Plastics to Liquids LLC has no value at this time.
Basic loss per common share-basic is calculated by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per common share includes the effect of potentially dilutive securities, except in periods in which the Company reports a net loss. For periods presented with a net loss, all potentially dilutive securities have been excluded from the calculation of diluted loss per common share because their effect would be anti-dilutive. As a result, basis and diluted loss per common share are the same for those periods
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The Company analyzed the potential dilutive effect of all its agreements; however, for periods presented, the Company reported a net loss. As a result, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted net loss per share.
| Three
Months Ended June 30, | Six
Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss attributable to Abundia Global Impact Group, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Weighted average common shares - basic | * | * | ||||||||||||||
| * |
| June 30 | ||||||||
| 2026 | 2025 | |||||||
| Stock warrants | ||||||||
| Stock options | ||||||||
| Unvested restricted stock awards | ||||||||
| RPD Convertible Note | ||||||||
| Total | ||||||||
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| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Information
This Quarterly Report on Form 10-Q of Abundia Global Impact Group, Inc. (the “Company”) for the quarterly period ended June 30, 2026 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which are intended to be covered by the safe harbors created thereby. To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement, where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.
The actual results or events may differ materially from those anticipated and as reflected in forward-looking statements included herein. Factors that may cause actual results or events to differ from those anticipated in the forward-looking statements included herein include the Risk Factors described in Item 1A herein, in our Annual Report on Form 10-K for the year ended December 31, 2025.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law in the normal course of our public disclosure practices.
Overview
On July 1, 2025, the Company, as HUSA, acquired all of the outstanding units of AGIG. Prior to the Share Exchange, the Company previously operated as an independent oil and gas company, focusing on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the U.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy of oil and gas assets as well as AGIG LLC’s business.
For accounting purposes, the Share Exchange is treated as a reverse acquisition, with AGIG as the surviving entity. As such, the historical financial statements of the accounting acquirer, AGIG, became the historical consolidated financial statements of the Company.
The Company now primarily operates as a low-carbon energy solutions company. Through our subsidiary, AGIG LLC, the Company is focused on using waste products to decarbonize the energy, fuels, and chemicals sector by providing renewable alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place. Demand for these low-carbon products continues to grow due to regulatory requirements and industry commitments to decarbonize supply chains.
On April 1, 2026, the Company acquired 100% of the membership interests of RPD Technologies Americas, LLC (“RPD”) from Abundia Financial, LLC (“Abundia Financial”), the Company’s controlling shareholder, pursuant to a Membership Interest Purchase Agreement. RPD is an engineering and technology services company that provides process development, pilot plant operations, engineering design and technology commercialization services to customers in the energy, refining, petrochemical, and renewable fuels industries. RPD assists clients with evaluation, development, scale-up, testing and commercialization of proprietary and third-party technologies.
The acquisition was completed for an aggregate consideration of $4.8 million. As both the Company and RPD were under common control of Abundia Financial immediately before the transaction, the acquisition was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities acquired were recorded at their historical values, and the Company’s consolidated financial statements have been adjusted retrospectively to reflect the combined operations of the entities for all periods presented, as applicable. Following the acquisition, RPD operates as a 87% owned subsidiary of the Company, and its financial position, results of operations and cashflows are included in the Company’s unaudited condensed consolidated financial statements
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Critical Accounting Estimates and Policies
This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates, including but not limited to business combinations, valuation of warrants, oil and gas reserves, and impairment of long-lived assets. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results could materially differ from those estimates. For information regarding our critical accounting policies as well as recent accounting pronouncements, see Note 3 of our unaudited condensed consolidated financial statements.
There have been no changes to our critical accounting estimates from those reported in our Annual Report on 10-K for the fiscal year ended December 31, 2025.
Results of Operations
The following discussion compares our results of operations for the three and six months ended June 30, 2026 and 2025. In July 2025, we completed the Share Exchange and transitioned from a legacy oil and gas company to a development-stage low-carbon energy solutions company. As set out in Note 5 – Acquisition, the Share Exchange was accounted for as a reverse acquisition under ASC 805, with AGIG treated as the accounting acquirer and HUSA treated as the acquired company for financial reporting purposes. On this basis the operating results of the legacy oil and gas segment were included in the consolidated results of operations from the date of the Share Exchange which means that there is no comparative financial information included for this segment.
Revenue- Oil and Gas. The Oil and Gas segment generates revenue from oil and gas operations whereas Renewables is in pre-revenue stage, primarily incurring research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. Total revenue from the oil and gas segment was $143,031 for the three months ended June 30, 2026 and $275,996 for the six months ended June 30, 2026.
Revenue-RPD. The RPD segment generates revenue from engineering and process development services primarily in the energy, refining, petrochemical and renewables fuel industries. The revenue from the RPD segment increased by $1,329,110 during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The revenue from the RPD segment increased by $2,540,857 during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by the successful relocation of the Company’s facility. During 2025, the Company was in process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels. The year-over-year increase is also impacted by the timing of the common control transaction. The statement of operations for the six months ended June 30, 2025 includes only three months of operating activity, which further contributes to the variance when compared to the six months ended June 30, 2026.
Cost of revenue and gross margin. Cost of revenue increased by $434,258 during three months ended June 30, 2026 compared to the three months ended June 30, 2025 and by $1,100,748 during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by the relocation of the Company’s facility. During 2025, the Company was in the process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels and related costs. The year-over-year increase is also impacted by the timing of the common control transaction. The statement of operations for the six months ended June 30, 2025 includes only three months of operating activity, which further contributes to the variance when compared to the six months ended June 30, 2026.
General and Administrative Expenses. General and administrative expense increased to $3,526,135 during the three months ended June 30, 2026 from $1,351,457 during the three months ended June 30, 2025. The change in general and administrative expense was attributable to increased accounting and compliance costs associated with being a public company and the RPD acquisition as well as increased spend on investor relations and legal costs. General and administrative expenses increased to $8,937,870 during the six months ended June 30, 2026 from $2,350,296 during the six months ended June 30 2025. The change in general and administrative expenses was attributable to increased compliance costs associated with being a public company as well as increased spend on investor relations and legal costs. Additionally, the Company incurred approximately $500,000 in costs during the first and second quarter of 2026 related to the relocation of the RPD site for incremental storage, disposals and assembly fees.
Other Income (Expense). Other income/expense, net, totaled ($139,668) and $(230,606) during the three and six months ended June 30, 2026, respectively, compared to $(24,962) and $(568,611) during the three and six months ended June 30, 2025. The change in other income/expense is primarily related to the end of the grant and the related income in 2025 with no similar income receivable in 2026.
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Financial Condition
Liquidity and Capital Resources. At June 30, 2026, we had a cash balance of $11,179,920 and working capital of $(8,088,583), compared to a cash balance of $4,618,621 and working capital of $(1,043,785) at December 31, 2025. This increase in cash was primarily due to the registered direct offering of shares of Common Stock to support working capital. The decline in working capital is driven by current debt coming due within the next year.
The Renewables segment of the Company is pre-revenue and will not generate revenue from product sales unless and until we successfully construct and commission the plastics recycling facility. In addition, we will likely incur significant expenses related to engineering and design services, product sales, marketing, and distribution activities.
We have evaluated whether the acquisition of RPD impacts the Company’s conclusion that there is substantial doubt about the Company’s ability to continue as a going concern. We have concluded RPD’s operating cashflows would not be sufficient to fund the capital expenditures and working capital requirements necessary to sustain and grow the overall business and therefore, the RPD acquisition has not impacted such conclusions.
As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings and debt financings and other sources, such as potential collaboration agreements, strategic alliances and product pre-sales. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on acceptable terms, or at all. Our failure to raise capital or enter into such agreements as and when needed could have a material adverse effect on our business, results of operations and financial condition. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.
Cash Flows. Operating activities used cash of $2,299,926 during the six months ended June 30, 2026, compared to $2,241,502 used during the six months ended June 30, 2025. The change in cash flows from operating activities was primarily attributable to the increased activities of the combined business, including compliance costs, professional fees and increased staff costs.
Investing. Investing activities used cash of $8,368,859 during the six months ended June 30, 2026, compared to $296,658 used during the six months ended June 30, 2025. The change in cash used for investing activities was primarily attributable to the construction in progress at the Cedar Port Property, further investment in technology licenses and the acquisition of RPD.
Financing. Financing activities raised cash of $17,059,097 during the six months ended June 30, 2026, compared to $2,106,375 raised during the six months ended June 30, 2025. The change in cash received from financing activities was primarily attributable to the registered direct offering in February 2026.
Long-Term Liabilities. At June 30, 2026, we had long-term liabilities of $172,248 compared to $6,439,464 at December 31, 2025. This reflects the AGIG Convertible Note which matures on January 1, 2027, this means it is now due in less than one-year and recorded as a short-term liability.
Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements or guarantees of third-party obligations at June 30, 2026.
| 34 |
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are not required to provide the information required by this Item, as we are a smaller reporting company.
| ITEM 4 | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Company’s Chief Financial Officer who also serves as our principal financial officer, we conducted an evaluation as of June 30, 2026 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, the Company’s Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026.
This conclusion reflects the presence of material weaknesses in our internal control over financial reporting, including deficiencies in the formal control environment and control activities, such as incomplete risk assessments relating to segregation of duties and the risk of material misstatement. Management also identified a material weakness related to accounting for significant and non-standard transactions, which could result in errors or misstatements that may not be prevented or detected on a timely basis.
We have initiated remediation efforts designed to enhance our control environment, formalize risk assessment processes, and strengthen review and approval procedures for significant and non-standard transactions. These remediation activities are ongoing. Until such measures are fully implemented and operating effectively for a sufficient period, we cannot conclude that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
On April 1, 2026, the Company acquired RPD Technologies Americas, LLC ("RPD"). The Company is currently integrating RPD's operations, processes, and internal control environment into its overall system of internal control over financial reporting. In accordance with applicable SEC guidance, management's evaluation of the effectiveness of the Company's internal control over financial reporting excludes the internal controls of RPD during the fiscal year of acquisition. Management is in the process of evaluating and integrating RPD's internal control framework and expects to implement any necessary changes to align RPD's controls with the Company's internal control environment. Other than the integration activities related to the acquisition of RPD there were no changes to the internal control over financial reporting of the company identified in connection with the Company’s evaluation referred to above that occurred during the quarter ended June 30, 2026.
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PART II-OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become subject to legal proceedings, claims, or litigation arising in the ordinary course of business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes to the risk factors disclosed in part 1, Item 1A of our annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Company and Business Risks- RPD Technologies
RPD success depends on its ability to successfully execute complex, first-of-a kind pilot demonstration projects for customers.
RPD’s business depends on its ability to successfully design, engineer, fabricate, commission and operate pilot plants, demonstration units and process validation programs for customers developing new and emerging technologies. Such projects are inherently complex and often involve first-of-a-kind processes, evolving engineering requirements, changing technical specifications and operational uncertainties. There can be no assurance that RPD will successfully execute all projects within expected budgets, schedules or performance requirements, or that customers will continue to fund, modify or complete projects. Delays, changes in project scope, technical challenges or the suspension or cancellation of customer projects could adversely affect RPD’s revenues, profitability and operating results.
Demand for RPD’s services depends on customer capital spending and technology commercialization activity.
Demand for RPD’s engineering, fabrication, pilot plant and process validation services is influenced by capital spending, research and development budgets and commercialization activity across the energy, petrochemical, chemical, renewable fuels and industrial sectors. Reductions in customer capital expenditures, delays or cancellations of technology development programs, adverse economic conditions, lower commodity prices, changes in government policies or incentives, or a customer’s inability to obtain or maintain project financing could reduce demand for RPD’s services and adversely affect its business, financial condition and results of operations.
RPD’s business depends on availability of skilled personnel and timely procurement of equipment and materials.
RPD’s business depends on the availability of skilled engineering, fabrication, commissioning and operations personnel, as well as the timely procurement of equipment, fabricated components and specialized materials used in customer projects. Labor shortages, increased competition for technical personnel, supply chain disruptions, vendor delays, cost inflation or the inability to source critical equipment may increase project costs, delay project execution or reduce operating margins. In addition, because many customer projects are custom-engineered and fixed in scope, RPD may have limited ability to recover unexpected cost increases.
RPDs revenue is concentrated in a limited number of projects, delays or cancellations of projects will affect operating results and cashflows.
RPD generates revenue from a limited number of engineering and pilot-scale projects, many of which are highly specific and specialized. Customer projects may be delayed, suspended, modified or terminated due to changes in funding availability, corporate priorities, technical results, permitting, market conditions or other factors outside of RPD’s control. Because project revenues are often recognized over the duration of individual contracts, the delay, cancellation or postponement of one or more significant projects could materially affect RPD’s revenues, operating results and cash flows during a particular reporting period.
Risks Related to the Company’s Legal, Regulatory, and Environmental, Health and Safety Matters
RPD’s operations involve the handling of hazardous materials and are subject to environmental laws and regulations, violations of which could result in fines, remediation costs, or operational interruptions.
RPD’s operations involve the handling, storage, testing and processing of feedstocks, chemicals and process streams that may be hazardous, flammable, toxic or otherwise regulated. RPD is subject to federal, state and local laws and regulations governing the generation, use, handling, storage, transportation, treatment and disposal of hazardous and non-hazardous materials and wastes. Any failure to comply with these requirements, or any release, spill, contamination event or other environmental incident, could result in fines, penalties, remediation obligations, operational interruptions, third-party claims and increased compliance costs, any of which could materially adversely affect our business, financial condition and results of operations.
Changes in environmental regulations, permits or incentive programs applicable to renewable fuels and low carbon technologies could reduce demand for RPDs services.
RPD’s business and the businesses of our customers may depend in part on the availability of federal, state and local permits, approvals and regulatory incentives applicable to renewable fuels, low-carbon fuels, recycling, waste-to-value technologies and related environmental attributes. Changes in laws, regulations, permit requirements, agency interpretations or the availability or value of credits, incentives or environmental attributes, including programs such as the Renewable Fuel Standard or state low-carbon fuel programs, could adversely affect the economics of customer projects, reduce the availability of project funding, delay or cancel customer investments, or otherwise reduce demand for our engineering, fabrication, pilot plant and process validation services.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.
| ABUNDIA GLOBAL IMPACT GROUP, INC. | ||
| Date: August 7, 2026 | By: | /s/ Edward Gillespie |
| Edward Gillespie | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 7, 2026 | By: | /s/ Lucie Harwood |
| Lucie Harwood | ||
| Chief Financial Officer | ||
| (Principal
Financial Officer and Principal Accounting Officer) | ||
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