Abundia Global Impact Group Announces Pricing of $20 Million Registered Direct Offering of Common Stock

Rhea-AI Summary

Abundia Global Impact Group (NYSE: AGIG) priced a registered direct offering of 5,934,718 shares (or pre-funded warrants) to raise approximately $20.0 million gross. The offering is expected to close on or about February 23, 2026, subject to customary closing conditions.

Net proceeds are intended to complete the FEED study, finalize the acquisition of RPD Technologies, reduce debt, initiate construction of an innovation hub, and support working capital and general corporate purposes. Titan Partners is sole placement agent. The offering uses an effective Form S-3 shelf (effective November 3, 2025).

Positive

• $20.0M gross proceeds expected from registered direct offering
• 5,934,718 shares (or pre-funded warrants) offered in the financing
• Proceeds intended to complete FEED study, advancing project development
• Capital earmarked to finalize RPD Technologies acquisition and reduce debt
• Funds to initiate construction of an innovation hub

Negative

• Issuance of 5,934,718 shares will dilute existing shareholders’ ownership
• Closing is subject to customary conditions; timing and completion are not guaranteed
• Offering expenses will reduce net proceeds available for stated uses

Key Figures

Gross proceeds: $20 million Shares offered: 5,934,718 shares Expected closing date: February 23, 2026 +5 more

8 metrics

Gross proceeds $20 million Expected gross proceeds from registered direct offering, before expenses

Shares offered 5,934,718 shares Common stock (or pre-funded warrants) in registered direct offering

Expected closing date February 23, 2026 Target closing date for registered direct offering, subject to conditions

Effective date November 3, 2025 Date the referenced registration statement became effective

File number 333-290308 SEC file number for the referenced registration statement

Current price $4.50 Price before news, up 18.42% over prior close

52-week range $1.36 – $4.89 Current price is 7.98% below 52-week high, 230.88% above low

Market cap $140,289,468 Equity value prior to the newly announced offering

Market Reality Check

Price: $4.50 Vol: Volume 4,261,427 is 4.46x...

high vol

$4.50 Last Close

Volume Volume 4,261,427 is 4.46x the 20-day average 956,261, indicating unusually heavy trading ahead of the offering. high

Technical Shares are trading above the 200-day MA at 2.57, with the stock near its 52-week high and 230.88% above its 52-week low.

Historical Context

5 past events · Latest: Feb 03 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 03	FEED engineer appointment	Positive	+13.1%	Named Burns & McDonnell as lead FEED engineer for first facility.
Jan 21	Investor presentation	Positive	+0.3%	Released updated investor presentation outlining 2026 milestones and platform.
Jan 13	Shareholder letter	Positive	+21.5%	Detailed 2025 accomplishments and 2026 commercialization roadmap for waste-to-fuel.
Dec 15	License expansion	Positive	-7.9%	Expanded Alterra technology rights to add two U.S. plastics recycling sites.
Dec 09	Project advancement	Positive	-20.8%	Advanced Alterra licensing with site notification for Baytown complex design.

Pattern Detected

Positive corporate updates have often led to strong but mixed price reactions, with several news events followed by double-digit moves in both directions.

Recent Company History

Over the past few months, Abundia has focused on advancing its waste-plastics-to-fuels platform and Baytown, Texas projects. It highlighted 2025 milestones including a Dec 8, 2025 NYSE American listing, a 25-acre Cedar Port site acquisition, and an $8 million capital raise. Subsequent updates expanded technology rights with Alterra and advanced licensing for the Cedar Port Renewable Energy Complex. In early 2026, Abundia issued an updated investor presentation and appointed Burns & McDonnell as lead FEED engineer, supporting a targeted 2026 Final Investment Decision.

Market Pulse Summary

This announcement details a registered direct offering expected to generate about $20 million in gro...

Analysis

This announcement details a registered direct offering expected to generate about $20 million in gross proceeds, with funds earmarked for completing the FEED study, advancing the RPD Technologies acquisition, reducing debt, and building an innovation hub. In recent months, Abundia has emphasized developing its Baytown projects and broader waste-to-fuels platform. Investors may focus on how efficiently this new capital accelerates those milestones, the impact of additional shares on existing holders, and progress against stated 2026 commercialization objectives.

Key Terms

registered direct offering, pre-funded warrants, securities purchase agreement, front-end engineering and design (FEED), +1 more

5 terms

registered direct offering financial

"for the purchase and sale of 5,934,718 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"for the purchase and sale of 5,934,718 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

securities purchase agreement financial

"today announced that it has entered into a securities purchase agreement with a new fundamental institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

front-end engineering and design (FEED) technical

"use the net proceeds from this investment to complete the Front-End Engineering and Design (FEED) study"

Front‑End Engineering and Design (FEED) is the early project phase that develops the basic plans, technical specifications and cost estimates needed to decide whether to build a large asset such as a plant, pipeline or factory. Think of it as an architect’s blueprint and budget estimate before construction starts; for investors it matters because FEED reduces uncertainty about project cost, timeline and technical risks and often triggers funding decisions or changes in valuation.

prospectus supplement regulatory

"The offering is made only by means of a prospectus supplement, which will be filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

HOUSTON, TX, Feb. 19, 2026 (GLOBE NEWSWIRE) -- Abundia Global Impact Group, Inc. (NYSE: AGIG) ("Abundia" or the "Company"), a low-carbon energy solutions company focused on converting biomass and plastics waste into high-value low-carbon fuels, today announced that it has entered into a securities purchase agreement with a new fundamental institutional investor for the purchase and sale of 5,934,718 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering. The offering is expected to result in gross proceeds of approximately $20 million, before deducting offering expenses. The closing of the offering is expected to occur on or about February 23, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from this investment to complete the Front-End Engineering and Design (FEED) study, finalize the acquisition of RPD Technologies, reduce debt, initiate construction of its innovation hub, and for working capital and general corporate purposes.

Titan Partners, a division of American Capital Partners, is acting as the sole placement agent for the offering.

“Today’s financing represents an important milestone for Abundia as we advance toward commercial deployment,” said Ed Gillespie, Chief Executive Officer of Abundia. “This transaction will meaningfully de-risk our near-term objectives and is expected to fully fund the completion of our FEED study, the advancement of the RPD Technologies acquisition, and the accelerated development of our innovation hub. Together, these initiatives represent critical value inflection points as we build a scalable platform for long-term growth.”

This offering is being made in the United States pursuant to an effective shelf registration statement on Form S-3 (File No. 333-290308) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) that became effective on November 3, 2025. The offering is made only by means of a prospectus supplement, which will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Abundia Global Impact Group, Inc. 

Abundia Global Impact Group, Inc. (NYSE: AGIG), formerly Houston American Energy Corp., is a low-carbon energy company focused on converting waste into value. Headquartered in Houston, Texas, we are developing commercial-scale facilities that transform waste plastics and biomass into drop-in fuels and low-carbon chemical feedstocks. Our flagship project at Cedar Port positions Abundia at the center of the Gulf Coast's energy and chemical infrastructure, with access to feedstock supply chains, upgrading partners, and end markets.

For more information, please visit www.abundiaimpact.com.

Forward-Looking Information

This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") 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. Forward-looking information generally is accompanied by words such as "believe," "may," "will," "could," "intend," "expect," "plan," "predict," "potential" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking information is based on management's current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this press release includes, but is not limited to, statements about the amount of proceeds from the offering and use of such proceeds. Actual results may differ materially from those indicated by these forward-looking statements as a result of a variety of factors, including, but not limited to: (i) risks and uncertainties impacting the Company's business including, risks related to its current liquidity position and the need to obtain additional financing to support ongoing operations, the Company's ability to continue as a going concern, the Company's ability to maintain the listing of its common stock on NYSE American, the Company's ability to predict its rate of growth, and (ii) other risks as set forth from time to time in the Company's filings with the U.S. Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are beyond the control of the Company.

With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing the Company's business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

Investors:

CORE IR
IR@abundiaglobalimpactgroup.com

FAQ

What is the size and share count of Abundia's (AGIG) registered direct offering?

The offering is for approximately $20.0 million in gross proceeds and 5,934,718 shares (or pre-funded warrants). According to the company, those figures reflect the registered direct financing arranged with a new institutional investor.

When is the AGIG registered direct offering expected to close and what conditions apply?

The company expects the offering to close on or about February 23, 2026, subject to customary closing conditions. According to the company, the closing remains conditional on satisfaction of those customary requirements.

How will AGIG use the net proceeds from the $20 million financing?

Proceeds are intended to complete the FEED study, finalize the acquisition of RPD Technologies, reduce debt, build an innovation hub, and fund working capital. According to the company, these uses target near-term commercialization milestones.

Who is acting as placement agent for Abundia's (AGIG) offering and where was the shelf registration filed?

Titan Partners, a division of American Capital Partners, is the sole placement agent for the offering. According to the company, the offering is made under an effective Form S-3 shelf registration effective November 3, 2025.

What is the potential impact of the AGIG offering on existing shareholders?

The issuance of 5,934,718 shares will increase the share count and dilute existing ownership percentages. According to the company, the capital raise is meant to de-risk near-term objectives despite the dilution effect.