Q3 restatement leaves Abundia Global Impact (AGIG) with $20.4M net loss
Abundia Global Impact Group, Inc. filed an amended quarterly report to restate its unaudited results for the quarter ended September 30, 2025 after its audit committee determined prior financials should not be relied upon. The restatement mainly recognizes a $12.4 million success fee on the July 2025 reverse acquisition as both a capital contribution and a general and administrative expense, along with other smaller non‑cash corrections.
After restatement, Abundia reported third‑quarter 2025 oil and gas revenue of $225,678 and a net loss of $20.4 million, or $(0.60) per share. For the nine months ended September 30, 2025, net loss was $22.5 million. Total assets rose to $28.8 million, driven by $13.0 million of goodwill from the AGIG reverse acquisition and an $8.6 million Texas land purchase for a planned plastics recycling plant, while total liabilities were $12.5 million, leaving shareholders’ equity at $16.3 million.
The company now reports two segments: legacy oil and gas operations and pre‑revenue renewables initiatives focused on converting waste plastics and biomass into fuels and chemicals. Management disclosed a going concern uncertainty, citing a $39.2 million accumulated deficit, approximately $4.0 million negative working capital, the end of a key government grant on March 31, 2025, and dependence on an up to $100 million equity line of credit and convertible debt to fund operations. Internal control over financial reporting remains ineffective, and the restatement led to identification of an additional material weakness.
Positive
- None.
Negative
- Material restatement and control weaknesses: Q3 2025 statements are restated to fix a $12.4M success fee error, and the company reports both existing and new material weaknesses in internal control over financial reporting.
- Significant losses relative to revenue: For Q3 2025, Abundia generated $225,678 of oil and gas revenue but incurred a $20.4M net loss; nine‑month net loss reached $22.5M, driven largely by high general and administrative expenses.
- Going concern uncertainty: Management highlights a $39.2M accumulated deficit, negative working capital of about $4.0M, and reliance on external financing, concluding there is substantial doubt about the company’s ability to continue as a going concern.
- Heavy dependence on dilutive and leveraged funding: Operations are supported by an up to $100M equity line of credit, a senior secured HUSA convertible note and an extended AGIG convertible note, concentrating risk in capital markets and refinancing conditions.
Insights
Large non-cash acquisition fee restatement, heavy losses and going-concern risk dominate this quarter.
The amended filing restates Q3 2025 to record a
On the balance sheet, total assets increase to
The filing is structurally negative from a risk perspective. The company reports a
Control and reporting quality are also central. The audit committee concluded prior Q3 2025 financials and related communications should not be relied upon due to omitted non‑cash transactions, and the company identifies both previously disclosed and new material weaknesses in internal control over financial reporting. These weaknesses, together with complex instruments such as warrant liabilities, ELOC mechanics and multiple convertible notes, increase execution and reporting risk until remedial actions are demonstrated in future periods.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
(Mark One)
| 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) |
|
801 Travis Street, Suite 1425 Houston, Texas 77002 |
| (Former name, former address and former fiscal year, if changed since last report) |
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 November 18, 2025, we had
ABUNDIA GLOBAL IMPACT GROUP, INC.
FORM 10-Q
INDEX
| Page No. | ||
| PART I | FINANCIAL INFORMATION | 4 |
| Item 1. | Financial Statements | 4 |
| Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 | 4 | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 5 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 7 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 26 |
| Item 4. | Controls and Procedures | 26 |
| PART II | OTHER INFORMATION | 27 |
| Item 6. | Exhibits | 28 |
| 2 |
EXPLANATORY NOTE
BACKGROUND AND EFFECT OF RESTATEMENT
On February 2, 2026, the audit committee of the Company’s board of directors (the “Audit Committee” ), based on the recommendation of, and after consultation with, the Company’s management concluded that the Company’s previously issued unaudited interim condensed consolidated financial statements for the quarter ended September 30, 2025 (the “Affected Financials”), and any reports, related earnings releases, investor presentations or similar communications for such periods should no longer be relied upon. The determination resulted from errors in the Affected Financials identified by the Company related to omitted non-cash transactions in the condensed consolidated statement of operations as defined and described in Note 2 — Restatement of Previously Issued Financial Statements to the consolidated financial statements to this Quarterly Report on Form 10-Q/A. The Company is restating the unaudited condensed consolidated financial statements and related information for the quarter ended September 30, 2025 in this Quarterly Report on Form 10-Q/A.
INTERNAL CONTROL CONSIDERATIONS
In connection with the restatement of the financial statements for the quarter ended September 30, 2025, the Company has concluded its disclosure controls and procedures as of September 30, 2025, remained ineffective due to the unremediated material weaknesses previously disclosed in Part I, Item 4 “Controls and Procedures” of the Original Form 10-Q, as well as the identification of an additional material weakness in internal control over financial reporting related to the errors described above. Please refer to Part I, Item 4 of this Form 10-Q/A.
ITEMS AMENDED IN THIS QUARTERLY REPORT ON FORM 10-Q/A
For the convenience of the reader, this Quarterly Report on Form 10-Q/A presents the Original Form 10-Q, amended and restated in its entirety, with modifications as necessary to reflect the effects of the restatement. No attempt has been made in this Quarterly Report on Form 10-Q/A to update other disclosures presented in the Original Form 10-Q, except as required to reflect the effects of the restatement. The following items have been amended to reflect the restatement:
| ● | Part I: Item 1. “Financial Statements” |
| ● | Part I: Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
| ● | Part I: Item 4. “Controls and Procedures” |
| ● | Part II: Item 6: Exhibits |
In addition, this Quarterly Report on Form 10-Q/A updates cross-references included herein and the signature page.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including with this Quarterly Report on Form 10-Q/A new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2022 from the Company’s Chief Executive Officer (as principal executive officer) and Chief Financial Officer (as principal financial officer) dated as of the filing date of this Quarterly Report on Form 10-Q/A (included in Part II, Item 6. “Exhibits” and attached as Exhibits 31.1, 31.2, 32.1 and 32.2).
Except as described above, this Quarterly Report on Form 10-Q/A is presented as of the date of the Original Form 10-Q and does not substantively amend, update or change any other items or disclosures contained in the Original Form 10-Q, and accordingly, does not reflect or purport to reflect any information or events occurring subsequent to November 19, 2025, the original filing date of the Original Form 10-Q, or modify or update those disclosures affected by subsequent events, except to the extent they are otherwise required to be included and discussed herein. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original Form 10-Q, other than the restatement. Accordingly, this Quarterly Report on Form 10-Q/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendments to those filings.
The restatement is more fully described in Note 2 — Restatement of Previously Issued Financial Statements of the notes to the unaudited condensed consolidated financial statements included herein.
| 3 |
PART I -FINANCIAL INFORMATION
| ITEM 1 | Financial Statements |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2025 (As restated) (Unaudited) | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable - oil and gas sales | - | |||||||
| Government grant receivable | - | |||||||
| Prepaid expenses and other receivables | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Land | - | |||||||
| Other property and equipment, net | - | |||||||
| Oil and gas properties, full cost method | ||||||||
| Costs subject to amortization | - | |||||||
| Accumulated depletion, depreciation, amortization, and impairment | ( | ) | - | |||||
| Total | ||||||||
| PROPERTY AND EQUIPMENT, NET | ||||||||
| Refundable acquisition deposit | - | |||||||
| Capitalized patents | ||||||||
| Deposits on license agreements | ||||||||
| Other assets | - | |||||||
| Goodwill | - | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| HUSA convertible note payable | - | |||||||
| Note payable – related party | - | |||||||
| AGIG convertible note payable | - | |||||||
| Convertible note payable | - | |||||||
| Warrant liabilities | - | |||||||
| Other payables | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| AGIG convertible note payable | - | |||||||
| Asset Retirement Obligation | - | |||||||
| TOTAL LONG-TERM LIABILITIES | - | |||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | - | - | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Capital and reserves attributable to equity holders of the Company | ||||||||
| Common stock, par value $ | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Noncontrolling Interest in Consolidated Subsidiary | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY/(DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2025 (As restated) | 2024 | 2025 (As restated) | 2024 | |||||||||||||
| OIL AND GAS REVENUE | $ | - | $ | - | ||||||||||||
| EXPENSES OF OPERATIONS | ||||||||||||||||
| Lease operating expense and severance tax | - | - | ||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation and depletion | - | - | ||||||||||||||
| Impairment of oil and gas properties | - | - | ||||||||||||||
| Issuance cost of derivative instruments | - | - | ||||||||||||||
| Research and development | - | |||||||||||||||
| Patent write-off | - | - | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME, NET | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Loss from extinguishment of debt | ( | ) | - | ( | ) | - | ||||||||||
| Grant income | - | |||||||||||||||
| Change in fair value of warrant liability | - | ( | ) | ( | ) | |||||||||||
| Foreign currency gain (loss) | ( | ) | ( | ) | ||||||||||||
| Total other income (loss) | ( | ) | ||||||||||||||
| Net loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | - | - | - | - | ||||||||||||
| Net loss | $ | ( | ) | ( | ) | $ | ( | ) | ( | ) | ||||||
| Net loss /(income) attributable to noncontrolling interest | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to AGIG | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency translation gain | ||||||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss/(income) attributable to noncontrolling interest | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss attributable to AGIG | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 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.
| 5 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| Shares | Amount | Interest | Loss | Capital | Deficit | Total | ||||||||||||||||||||||
| Common Stock | Additional
Paid-in | Accumulated | Other Comprehensive | Non-Controlling | ||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Interest | Total | ||||||||||||||||||||||
| Balance at December 31, 2024* | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Foreign currency translation | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Capital contributions | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance at March 30, 2025* | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | |||||||||||||||||||||||
| Capital contributions | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||
| Balance at June 30, 2025* | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| ELOC stock issuance | - | |||||||||||||||||||||||||||
| Commitment shares issued | - | |||||||||||||||||||||||||||
| Reverse acquisition - HUSA | - | |||||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| Share based payments | ||||||||||||||||||||||||||||
| Capital contributions | ||||||||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||
Balance at September 30, 2025* (As restated) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Other Comprehensive | Non-Controlling | ||||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Loss | Interest | Total | ||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Foreign currency translation | - | - | - | - | - | |||||||||||||||||||||||
| Capital contributions | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||
| Balance at March 30, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Capital contributions | - | - | - | - | - | - | - | |||||||||||||||||||||
| Net loss | - | - | - | - | ||||||||||||||||||||||||
| Balance at June 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation | - | - | ||||||||||||||||||||||||||
| Capital contributions | - | |||||||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||
| Balance at September 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Unaudited)
| 2025 | 2024 | |||||||
| For the Nine Months Ended September 30, | ||||||||
2025 (As restated) | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depreciation, depletion and amortization | ||||||||
| Share exchange success fee | - | |||||||
| Loss from extinguishment of debt | - | |||||||
| Amortization of debt discount | - | |||||||
| Share based payments | - | |||||||
| Impairment of oil and gas properties | - | |||||||
| Patent cost write off | - | |||||||
| Accrued interest | - | |||||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Issuance costs of derivative instruments | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in accounts receivable | - | |||||||
| Decrease in government grant receivable | ( | ) | ||||||
| Increase in prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase in other assets | ( |
) | - | |||||
| Increase in other payables | ||||||||
| Increase in accounts payable and accrued expenses | ||||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Note receivable - related party | ( |
) | ||||||
| Payment related to patent application costs | ( | ) | ( | ) | ||||
| Land acquisition | ( | ) | - | |||||
Cash acquired in Share Exchange | - | |||||||
| Net cash (used in) investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Capital contributions | ||||||||
| Proceeds from issuance of convertible note | - | |||||||
| Cash received from ELOC draw downs | - | |||||||
| HUSA Convertible Note repayments | ( |
) | - | |||||
Note payable – related party |
- | |||||||
| Net cash provided by financing activities | ||||||||
| Increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Net assets assumed in Share Exchange | $ | - | ||||||
| Issuance costs from derivative instruments | $ | ( | ) | - | ||||
| Non-cash shareholder contributions | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
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.(f.k.a. 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 such transaction, 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 pursue both businesses in order to keep its revenue streams diversified.
After the Share Exchange the Company primarily operates as a technology solutions company in the recycling and renewable energy, environmental change, 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 or recycled 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.
NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has restated its previously issued financial statements to correct an error related to the accounting for the success fee incurred in connection with the reverse acquisition described in Note 6 – ACQUISITION,.
Acquisition-related expenses
In
connection with the reverse acquisition, the Company incurred $
Additionally, the Company corrected certain items that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements as of September 30, 2025. These items primarily relate to amortization of debt discount and other payables misclassifications as well as two casting errors identified in the equity statement. These items impact General and administrative cost in the income statement, with a corresponding impact on the balance sheet and statement of changes in shareholders equity. These changes do not have any cash impact . As a result, the Company is restating the unaudited consolidated financial statements of the Company for the fiscal quarter ended September 30, 2025.
Restatement Impact
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed consolidated balance sheet as of September 30, 2025:
SCHEDULE OF EFFECT OF RESTATEMENT
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| As of September 30, 2025 | ||||||||||||
| As Reported | Adjustment | As Restated | ||||||||||
| Liabilities | ||||||||||||
| HUSA convertible note payable | ||||||||||||
| Other payables | ||||||||||||
| Shareholders’ Equity | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025:
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||
| As Reported | Adjustment | As Restated | ||||||||||
| General and administrative expense | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Loss from extinguishment of debt | - | ( | ) | ( | ) | |||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Net loss attributable to noncontrolling interest | ( | ) | ||||||||||
| Basic and diluted EPS | ( | ) | ( | ) | ( | ) | ||||||
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| General and administrative expense | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Loss from extinguishment of debt | - | ( | ) | ( | ) | |||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Net loss attributable to noncontrolling interest | ( | ) | ||||||||||
| Basic and diluted EPS | ( | ) | ( | ) | ( | ) | ||||||
| 8 |
The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed consolidated statements of cash flows for the nine months ended September 30, 2025:
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| Operating activities | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Non-cash success fee | - | |||||||||||
| Loss from extinguishment of debt | - | |||||||||||
| Amortization of debt discount | - | |||||||||||
| Share based payments | - | |||||||||||
| Increase in other payables | ||||||||||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||||||
| Non-cash shareholder contributions | - | |||||||||||
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||
| As Previously Reported | Restatement Adjustment | As Adjusted | ||||||||||
| Common stock | - | |||||||||||
| Accumulated other comprehensive loss | - | |||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total AGIG shareholder’s equity | 16,524,968 | (200,856 | ) | 16,324,112 | ||||||||
Only financial statement line items affected by the correction are presented above; all other amounts were previously reported and remain unchanged.
The restatement also impacted Note 11 – Debt and Note 13 – Capital Stock.
NOTE 3 – GOING CONCERN (AS RESTATED)
The
Company’s financial statements are prepared following accounting principles generally accepted in the United States of
America, (“GAAP”) which contemplates the realization of assets and the liquidation of liabilities in the normal course
of business. The Company has an accumulated deficit of $
NOTE 4 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for a complete financial presentation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.
As previously disclosed, on February 20, 2025,
the Company entered into a share exchange agreement, as amended by that certain amendment to the share exchange agreement, dated as of
June 27, 2025 (the “Share Exchange Agreement”), with Abundia Financial, LLC, a Delaware limited liability company (“Abundia
Financial”), and Bower Family Holdings, LLC, a North Carolina limited liability company (“BFH”, and together with Abundia
Financial, the “AGIG Unitholders”). The AGIG Unitholders were the record and beneficial owners of all the issued and outstanding
units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”). On July 1, 2025, as contemplated
by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for
issuing to the AGIG Unitholders an aggregate of
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 condensed consolidated financial statements of the Company. Accordingly, references to the “Company” solely in the condensed consolidated financial statements and these accompanying notes refer to AGIG unless the context indicates otherwise.
See the discussion of the Share Exchange Agreement at Note 6 – Acquisition. These unaudited condensed consolidated financial statements should be read in conjunction with AGIG’s audited consolidated financial statements and footnotes for the year ended December 31, 2024, which are included as exhibits to the Company’s Current Report on Form 8-K/A, filed with the U.S. Securities and Exchange Commission (“SEC”) on August 14, 2025.
| 9 |
Consolidation
The accompanying unaudited condensed consolidated financial statements include all accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.
Segment Reporting
Following the Share Exchange, management reassessed the Company’s chief operating decision maker (“CODM”) and its segment reporting units. Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, operating segments are defined as components of an entity for which separate discrete information is available for evaluation by the CODM, or decision-making group, in deciding how to allocate resources and assess performance. Based on this guidance, the Company’s segment structure now reflects the Company’s two operating and reporting segments; legacy oil and gas (“O&G”) operations and its newly added emerging renewables initiatives (“Renewables”). See Note 7 – Segment Reporting.
Foreign Currency Translation and Transaction Gains & Losses
The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted Accounting Standards Codification (“ASC”) 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive loss.
Foreign currency transactions are initially recorded in the reporting currency (US Dollars) using the spot exchange rate (the exchange rate at that specific date). When the transaction is finally settled (paid or received in cash), the actual exchange rate on the settlement date is used. A final realized gain or loss is calculated based on the difference between the value at the initial transaction date and the settlement date. This realized gain or loss is recognized as foreign currency gain (loss) in the statements of operations.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of our shares of common stock and all other voting equity securities, including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Note 11 - Debt, for details of related party transactions during the three and nine months ended September 30, 2025, and 2024.
Cash and Cash Equivalents
Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are held for meeting short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major financial institutions and are subject to credit risk to the extent they exceed government deposit insurance limits in the country in which they are located. The Company has not experienced any losses to date on depository accounts.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of amounts paid in advance for goods or services to be received in future periods, a refundable deposit related to a feasibility study for a potential real estate acquisition and a receivable from the Irish government for recoverable value-added tax (“VAT”) incurred on expenses.
Property and Equipment
The Company uses the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved.
The Company follows the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves, are amortized on a units-of-production method over the estimated productive life of the reserves. Unevaluated oil and gas properties are excluded from this calculation. The capitalized oil and gas property costs, less accumulated amortization, are limited to an amount (the ceiling limitation) equal to the sum of: (a) the present value of estimated future net revenues from the projected production of proved oil and gas reserves, calculated using the average oil and natural gas sales price received by the company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) and a discount factor of 10%; (b) the cost of unproved and unevaluated properties excluded from the costs being amortized; (c) the lower of cost or estimated fair value of unproved properties included in the costs being amortized; and (d) related income tax effects. Costs in excess of this ceiling are charged to proved properties impairment expense.
All other plant, property and equipment is recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Additions and major replacements or betterments are added to the assets at cost. Maintenance and repair costs and minor replacements are charged to expense when incurred.
| 10 |
Land
Freehold land is initially recorded at its purchase price plus any directly attributable costs, it is considered to have an indefinite life and so no depreciation is recorded in respect of freehold land.
Freehold land is subject to review for impairment only when specific triggering events or changes in circumstances indicate that its carrying amount might not be recoverable.
Capitalized Patent Costs
Patent costs, including legal fees associated with the creation of intellectual property and patent registration costs are capitalized as incurred. These costs are amortized over the estimated useful life of the patent commencing from the date the patent has been granted.
Deposits on License Agreements
Deposits paid in connection with license agreements that are to be applied against future license fees are capitalized as other assets pending the commencement of fee generating operations under the license agreements. When fee generating operations under the license agreements commence, the deposits will be applied against the balance of fees due and payable. In the event fee generating operations under the license agreements fail to occur, the deposits will be expensed as abortive transaction costs.
Impairment of Long-Lived Assets
Oil & Gas Assets
Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the net book value of the oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling.
During the three and nine months ended September
30, 2025 and 2024, the Company reviewed its long-lived assets for impairment and determined an impairment amount of $
Non-Oil & Gas Assets
The Company reviews long-lived assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value.
Equity Line of Credit (“ELOC”)
The Company accounts for its Equity Line of Credit (“ the ELOC”) facility as a derivative financial asset in accordance with ASC 815, Derivatives and Hedging. The ELOC does not meet the “fixed-for-fixed” criterion for equity classification nor does it meet the criteria for liability classification under ASC 480. As such, The ELOC is measured at fair value, with changes in fair value recognized in earnings. The Company’s ELOC is structured as a put option under the Common Stock Purchase Agreement and the initial fair value of the ELOC is de minimis due to near or at-market pricing. The Company analyzed the terms of the ELOC Agreement and concluded that the put option had de minimis value as of September 30, 2025.
Commitment shares issued in connection with the ELOC are accounted for as an issuance of equity in accordance with ASC 505, Equity and treated as a day one expense as prescribed by ASC 825. Transaction costs related to the ELOC, are expensed as incurred in accordance with ASC 825, Financial Instruments. See Note 13 – Capital Stock for further details.
| 11 |
Convertible Notes
The Company has evaluated the accounting treatment for the Convertible Note issued (as defined in Note 11 - Debt) and concluded that they do not meet the criteria for classification as an ASC 480 liability. Management classified the Convertible Notes as current and non-current liabilities on the balance sheet upon issuance, measured at their carrying amounts.
Management identified certain embedded features within the Convertible Note and determined that both the contingent conversion option (i.e., conversion upon Event of Default) and the non-contingent conversion option (i.e., conversion at any time after Issuance Date) should be analyzed as one feature with a contingency and various adjustments. The conversion features were evaluated under the indexation guidance within ASC 815-40-15 and management determined that the Conversion Option qualifies to be classified in stockholders’ equity at issuance as if they were freestanding shares of common stock. Therefore, the conversion options are not required to be bifurcated from the host contract and are accounted for as derivative financial instruments at issuance.
All other embedded derivative features are considered clearly and closely related and do not require separate bifurcation pursuant to ASC 815.
Issuance costs and any lender fees will be presented as a reduction to the carrying balance of the Convertible Notes and amortized over their expected life, which corresponds to the contractual term. See Note 11 – Debt below for further details.
Accounting Principles and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews its estimates, including those related to such potential matters as litigation, environmental liabilities, income taxes and the related valuation allowance, determination of proved reserves of oil and gas and asset retirement obligations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents (if any) and any marketable
securities (if any). The Company had cash deposits of $
Earnings (Loss) per Share
Basic earnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share amounts as the effect would be anti-dilutive. See Note 14- Earnings (Loss) Per Share Common Share
Income Taxes
On July 4, 2025, President Trump
signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes significant changes to U.S. tax law,
including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as
| 12 |
Research and Development
In
accordance with ASC 730, Research and Development, the Company follows the policy of expensing its third-party research and
development consulting costs in the period in which they are incurred. The Company incurred research and development expenses of
none and $
Grant Income and Government Grant Receivable
In the absence of comprehensive recognition and measurement guidance within the scope of authoritative US generally accepted accounting principles (“GAAP”) for the government grant that the Company has been awarded, in accordance with guidance in ASC 832 “Government Assistance”, the Company has accounted for the grant it has received from the government by analogy using the terms of IAS 20, Accounting for Government Grants and Disclosures of Government Accounting Assistance. The Company receives funding under a government grant which reimburses the Company for certain qualifying research and development and related expenditures. Grant funding for research and development received under grant agreements where there is no obligation to repay grant funds is recognized as grant income in the period during which the related qualifying expenses are incurred, provided that the grants are fully approved by the granting agencies and the conditions under which the grants were provided have been met. Grant income recognized upon incurring qualifying expenses in advance of receipt of grant funding is recorded in the condensed consolidated balance sheet as government grants receivable.
Recent Accounting Pronouncements
Adopted Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU is effective for the annual period ending December 31, 2025. On January 1, 2025, the Company adopted the provisions of ASU 2023-09 on a prospective basis and the required disclosures will be included in our Annual Report on Form 10-K for the year ending December 31, 2025. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its annual disclosures. ASU 2023-09 did not have an impact on our disclosures included in this Quarterly Report on Form 10-Q.
The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) —Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. ASU 2025-03 applies to all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company has evaluated the impact of this guidance on its consolidated financial statements and has elected for early adoption as permitted by the guidance. The impact is reflected in the consolidated 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 July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses, 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 is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). The amendments in this ASU (i) exclude from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract and (ii) clarify that an entity should apply the guidance in Topic 606, including the guidance on noncash consideration in paragraphs 606-10-32-21 through 32-24, to a contract with share-based noncash consideration (for example, shares, share options, or other equity instruments) from a customer for the transfer of goods or services. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods with updates to be applied on a prospective or modified prospective basis. The Company is currently evaluating the impact of ASU 2025-07 on its consolidated financial statements.
| 13 |
NOTE 5 – REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue from Contracts with Customers
The following table disaggregates revenue by significant product type for the three and nine-month periods ended September 30, 2025 and 2024:
SCHEDULE OF DISAGGREGATES REVENUE BY SIGNIFICANT PRODUCT
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Oil sales | $ | $ | - | $ | $ | - | ||||||||||
| Natural gas sales | - | - | ||||||||||||||
| Natural gas liquids sales | - | - | ||||||||||||||
| Total revenue from customers | $ | $ | - | $ | $ | - | ||||||||||
There
were
NOTE 6 – ACQUISITION (AS RESTATED)
On
July 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG from the AGIG Unitholders
in exchange for issuing to the AGIG Unitholders an aggregate of
The Share Exchange was accounted for as a reverse acquisition in accordance with GAAP within Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), whereby AGIG, the legal acquiree, is considered the accounting acquirer and HUSA, the legal acquirer, is treated as the acquired company for financial reporting purposes. AGIG was considered the accounting acquirer as its controlling shareholder, Abundia Financial, will hold approximately 84.9% of the issued and outstanding common stock and was deemed a controlling shareholder of the Company following the Share Exchange.
We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the Share Exchange. The preliminary purchase price allocations were comprised of the components presented below, which represent the preliminary 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.
| 14 |
The preliminary purchase price allocation is as follows:
SCHEDULE OF ACQUISITION
| 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 Company
incurred $
The
operating results of the Company’s legacy business were included in the condensed consolidated results of operations from the
date of the Share Exchange. Consolidated revenues and net loss were $
The following unaudited pro forma financial information presents the combined results of operations for the Company and AGIG for the three and nine months ended September 30, 2025, and 2024, respectively. The unaudited condensed consolidated pro forma results of operations are as follows:
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION
| Three
Months Ended September 30, | Nine
Months Ended September 30, | |||||||||||||||
| (Unaudited) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| 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, 2024 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, 2024, nor is it indicative of future operating results.
| 15 |
NOTE 7 – SEGMENT REPORTING (AS RESTATED)
Upon
completion of the Share Exchange, the Company re-evaluated its reporting segments. Our determination of
The O&G segment generates revenue from oil and gas operations whereas 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 condensed consolidated statements of operations and are included in the reconciliation below. The CODM uses segment adjusted net income (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.
A reconciliation of net loss for the reportable segments to the applicable line items within the accompanying unaudited consolidated statements of operations is as follows.
SCHEDULE OF SEGMENT REPORTING INFORMATION
Three
Months Ended (As restated) | ||||||||||||
| O&G | Renewables | Total | ||||||||||
| Revenue | $ | $ | - | $ | ||||||||
| Segment expense: | ||||||||||||
| General and administrative expenses | - | |||||||||||
| Research and development costs | - | |||||||||||
| Operating lease expense and severance tax | - | |||||||||||
| Adjusted segment operating loss/(income) | ( | ) | ||||||||||
| Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes” | ||||||||||||
| Depreciation and amortization | - | |||||||||||
| Grant income | - | - | - | |||||||||
| Interest income | - | ( | ) | ( | ) | |||||||
| Changes in fair value of warrant liability | - | - | - | |||||||||
| Other expense | ||||||||||||
| Foreign currency adjustment | - | ( | ) | ( | ) | |||||||
| Interest expense | - | |||||||||||
| Loss on extinguishment of debt | - | |||||||||||
| Issuance of Commitment Shares for Convertible Note | - | |||||||||||
| Loss before income taxes | $ | $ | $ | |||||||||
| 16 |
| ||||||||||||
Nine
Months Ended (As restated) | ||||||||||||
| O&G | Renewables | Total | ||||||||||
| Revenue | $ | $ | - | $ | ||||||||
| Segment expense: | ||||||||||||
| General and administrative expenses | - | |||||||||||
| Research and development costs | - | |||||||||||
| Operating lease expense and Severance Tax | ||||||||||||
| Adjusted segment operating loss/(income) | ( | ) | ||||||||||
| Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes” | ||||||||||||
| Depreciation and amortization | - | |||||||||||
| Grant income | - | ( | ) | ( | ) | |||||||
| Interest income | - | ( | ) | ( | ) | |||||||
| Changes in fair value of warrant liability | - | ( | ) | ( | ) | |||||||
| Other expense | ||||||||||||
| Foreign currency adjustment | - | |||||||||||
| Interest expense | - | |||||||||||
| Loss on extinguishment of debt | - | |||||||||||
| Issuance of Commitment Shares for Convertible Note | ||||||||||||
| Loss before income taxes | $ | $ | $ | |||||||||
| Three Months Ended September 30, 2024 | ||||||||||||
| O&G | Renewables | Total | ||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Segment expense: | ||||||||||||
| General and administrative expenses | - | |||||||||||
| Research and development costs | - | |||||||||||
| Adjusted segment operating loss | - | |||||||||||
| Reconciliation of “Adjusted segment operating loss” to “Profit before income taxes” | ||||||||||||
| Operating lease expense and Severance Tax | - | - | - | |||||||||
| Depreciation and amortization | - | - | - | |||||||||
| Grant income | - | ( | ) | ( | ) | |||||||
| Interest income | - | ( | ) | ( | ) | |||||||
| Changes in fair value of warrant liability | - | |||||||||||
| Other expense | - | - | - | |||||||||
| Foreign currency adjustment | - | ( | ) | ( | ) | |||||||
| Interest expense | - | |||||||||||
| Loss/(Profit) before income taxes | $ | - | $ | $ | ||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||
| O&G | Renewables | Total | ||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Segment expense: | ||||||||||||
| General and administrative expenses | - | |||||||||||
| Research and development costs | - | |||||||||||
| Adjusted segment operating loss | - | |||||||||||
| Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes” | ||||||||||||
| Operating lease expense and Severance Tax | - | - | - | |||||||||
| Depreciation and amortization | - | - | - | |||||||||
| Grant income | - | ( | ) | ( | ) | |||||||
| Interest income | - | ( | ) | ( | ) | |||||||
| Changes in fair value of warrant liability | - | |||||||||||
| Other expense | - | - | - | |||||||||
| Foreign currency adjustment | - | ( | ) | ( | ) | |||||||
| Interest expense | - | |||||||||||
| Loss before income taxes | $ | - | $ | $ | ||||||||
| Profit/Loss before income taxes | $ | - | $ | $ | ||||||||
| 17 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Depreciation and amortization: | ||||||||||||||||
| O&G | $ | $ | - | $ | $ | - | ||||||||||
| Renewables | - | - | - | - | ||||||||||||
| Consolidated depreciation expense | $ | $ | - | $ | $ | - | ||||||||||
As of September 30, 2025 | As of December 31, 2024 | |||||||
| Assets: | ||||||||
| O&G | $ | $ | - | |||||
| Renewables | ||||||||
| Total assets of reportable segments | $ | $ | ||||||
NOTE 8 - OIL AND GAS PROPERTIES
During
the three and nine months ended September 30, 2025, the Company recorded depletion expense of $
During the three and nine months ended September 30, 2025,
the Company recorded impairment expense of $
Geographical Information
Substantially all of the Company’s revenue and long lived assets are located in Texas.
NOTE 9 – LAND
Land consisted of the following:
SCHEDULE OF LAND
| Estimated Useful Life | September 30, 2025 | December 31, 2024 | ||||||||
| Land | Indefinite | $ | $ | - | ||||||
| Total land | $ | $ | - | |||||||
On July 11, 2025, the Company completed the purchase of a
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.
NOTE 10 – PATENTS & LICENSES
AGIG, has applied for a number of patents
relating to its proposed business plan through its subsidiaries Abundia-Biomass-to-Liquids Limited and Abundia Plastics Europe
Limited. During the three and nine months ended September 30, 2025 and 2024, the Company recognized amortization expense in respect of
granted patents of $
NOTE 11 – DEBT (AS RESTATED)
SCHEDULE OF DEBT
| September 30, | December 31, | |||||||
DEBT DUE WITHIN 1 YEAR | 2025 (As restated) | 2024 | ||||||
| AGIG convertible note payable | $ | - | $ | |||||
| Accrued interest on AGIG convertible note payable | - | |||||||
| Notes payable – related party | - | |||||||
| HUSA Convertible note payable | - | |||||||
| Debt current | $ | $ | ||||||
DEBT DUE GREATER THAN 1 YEAR | ||||||||
AGIG convertible note payable | $ | $ | - | |||||
Accrued interest on AGIG convertible note payable | - | |||||||
| Debt noncurrent | $ | $ | - | |||||
| TOTAL DEBT | $ | |||||||
| 18 |
On September 29, 2025 the maturity date on the AGIG convertible note payable was extended to January 1, 2027, the classification of the debt as due in more than year reflects this extension.
AGIG Convertible Note
Effective
November 7, 2022, AGIG a wholly owned subsidiary of the Company entered into a $
As
part of the funding agreement, AGIG undertook that, in the event that AGIG closed a future private offering of equity securities or securities
convertible into equity securities (“Next Round Funding”), AGIG would issue a warrant with a term of
During the three and nine months
ended September 30, 2025, the Company recognized interest expense of $
HUSA Convertible Note
On
July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Buyer”),
pursuant to which the Company issued a senior secured convertible note in the original principal amount of $
The
HUSA Convertible Note bears interest at
During the three and nine months ended September 30,
20254, the Company repaid $
During
the three and nine months ended September 30, 2025, the Company recognized interest expense of $
The
HUSA Convertible Note is convertible at the Holder’s option into shares of the Company’s common stock at a fixed conversion
price of $
The HUSA Convertible Note is secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement are pari passu in priority with any existing debt obligations.
In
the event of a change of control, the Buyer will have the option to choose between conversion at the conversion price and receiving
the same consideration as all other stockholders or being paid
Note Payable - Related Party
Effective February 28, 2025, the beneficial majority member
of AGIG advanced $
| 19 |
NOTE 12 – WARRANT LIABILITIES
Effective
November 7, 2022, AGIG, a wholly owned subsidiary of the Company entered into a $
The
Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific
terms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the warrants failed the
indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number of shares
based on future financing terms. Specifically, should AGIG undertake a private equity offering before the maturity date, the note
holder will receive equity warrants to purchase securities issued in the Next Round Funding at an aggregate value of $
Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration.
The estimated fair value of the warrants was calculated using the Black Scholes model with the assumptions set out below, weighted for management’s estimate of the probability of a Next Round Funding being completed and discounted back to the valuation date using estimated venture capital rates of return.
SCHEDULE OF FAIR VALUE WARRANT
| September 30, | December 31, | |||||||
| Input | 2025 | 2024 | ||||||
| Expected term | ||||||||
| Principal | ||||||||
| Exercise price | ||||||||
| Volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
| Risk free rate of return | % | % | ||||||
| Estimated probability of occurrence of a Next Round Funding | % | % | ||||||
| Estimated venture capital rates of return | % | % | ||||||
The
completion of the Share Exchange on July 1, 2025 has allowed the Company to access capital markets as evidenced in the ELOC Agreements
and Convertible Note. Consequently, effective June 30, 2025, AGIG estimated the ongoing probability of the occurrence of a Next
Round Funding as remote and the accordingly the estimated fair value of the warrants was determined to be $
AGIG Plastics to Liquids LLC
Effective
September 24, 2021, AGIG Plastics to Liquids LLC, a wholly owned subsidiary of AGIG, entered into a technology license and services agreement
with a third-party technology provider. As part of the agreement, AGIG Plastics to Liquids LLC issued a warrant to the licensor to acquire
the number of membership units in AGIG Plastics to Liquids LLC equivalent to 1.5% of its fully diluted capitalization. The warrant has
an exercise price of $
The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the warrants failed the indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number of shares. Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statements of operations until their exercise or expiration. However, no fair value has been assigned to these warrants as AGIG Plastics to Liquids LLC has no equity, no planned operations, and consequently only nominal projected value.
| 20 |
NOTE 13 - CAPITAL STOCK (AS RESTATED)
Common Stock
Capital Contributions
During
the nine months ended September 30, 2025 the Company’s controlling shareholder, Abundia Financial made capital contributions of
$
In
connection with the reverse acquisition described in Note 6 – ACQUISITION, the Company incurred a success fee of $
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
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 24-month term, (iii) delisting, or (iv) bankruptcy events.
During the three and nine months ended September 30, 2025,
the Company issued
The Company engaged Univest Securities LLC as placement agent and agreed to pay a cash fee equal to 1.5% of the gross funding amount for each drawdown.
Stock Based Compensation
Share awards
Effective
June 27, 2025, the HUSA Board of Directors approved the issuance of
Restricted Stock / Option Awards
Effective
August 1, 2025, the Board authorized the issuance of $
Warrants
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 HUSA. The Bridge Loan Warrants are exercisable, for a period of
A summary of warrant activity and related information for 2025 is presented below:
SUMMARY OF WARRANT ACTIVITY
| Warrants | Weighted-Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
| Outstanding at July 1, 2025 | $ | |||||||||||
| Issued | - | - | ||||||||||
| Exercised | - | - | ||||||||||
| Expired | - | - | ||||||||||
| Outstanding at September 30, 2025 | $ | $ | - | |||||||||
| Exercisable at September 30, 2025 | $ | $ | - | |||||||||
On June 6, 2025. the Company effected a
| 21 |
NOTE 14 – EARNINGS (LOSS) PER COMMON SHARE (AS RESTATED)
Earnings (loss) per common share-basic is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Net income (loss) per common share-diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing net (loss) income by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net income per common share-diluted considers the impact of potentially dilutive securities. In periods in which there is a loss because the inclusion of the potential common shares, as defined above, would have an anti-dilutive effect.
The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.
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, including those issued under the Convertible Note and ELOC agreements, were anti-dilutive and therefore excluded from the computation of diluted net loss per share. The following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
The calculation of earnings (loss) per common share for the periods indicated below were as follows:
SCHEDULE OF EARNINGS (LOSS) PER COMMON SHARE
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 (As restated) | 2024 | 2025 (As restated) | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss | $ | ( | ) | ( | ) | $ | ( | ) | ( | ) | ||||||
| Effect of common stock equivalents | - | - | ||||||||||||||
| Net loss adjusted for common stock equivalents | $ | ( | ) | ( | ) | $ | ( | ) | ( | ) | ||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares - basic | ||||||||||||||||
| Dilutive effect of common stock equivalents: | ||||||||||||||||
| Options and warrants | - | - | ||||||||||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares - diluted | ||||||||||||||||
| Loss per common share - basic & diluted | $ | ( | ) | ( | ) | $ | ( | ) | ( | ) | ||||||
For the three and nine months ended September 30, 2025 and 2024, the following warrants and options to purchase shares of common stock were excluded from the computation of diluted net income (loss) per common share, as the inclusion of such shares would be anti-dilutive:
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET INCOME LOSS
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Stock warrants | ||||||||||||||||
| ELOC shares issued | - | - | - | |||||||||||||
| Total | ||||||||||||||||
NOTE 15 - SUBSEQUENT EVENTS
Issuance of Shares Pursuant to the ELOC
Since September 30, 2025, the Company issued
Debt Restructuring
Pursuant to
an Assignment, Assumption and Release Agreement, dated November 12, 2025, one of the Company’s largest stockholders, BFH agreed
to acquire $
| 22 |
| 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 September 30, 2025 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, 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 Quarterly Report on Form 10-Q of Abundia Global Impact Group, Inc. (the “Company”) for the quarterly period ended June 30, 2025 (the “June Report”) and in our Form 10-K for the year ended December 31, 2024, as amended.
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.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes regarding the Company and AGIG contained in Item 1 of Part 1 of this Form 10-Q and in the exhibits filed with the Company’s Current Report on Form 8-K/A, filed with the SEC on August 14, 2025, as well as the Risk Factors in Item 1A, the June Report and the financial statements in Item 7 of Part II of our Form 10-K for the fiscal year ended December 31, 2024.
Overview
In November 2024, the Company recruited a new management team to assist with its diversification and to explore opportunities to add to its portfolio by seeking out new opportunities in various parts of the energy sector, recognizing the growing demand for all forms of energy and untapped opportunities in oil and gas, renewable energy, and energy transition technologies.
On July 1, 2025, the Company 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 oil and gas assets as well as the AGIG business. The Company intends to pursue both businesses in order to keep its revenue streams diversified.
The Company now primarily operates as a technology solutions company in the recycling and renewable energy, environmental change, fuels and chemicals sectors. The Company, through AGIG, is focused on using waste products to decarbonize the energy, fuels and chemicals sector by providing renewable or recycled 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.
We, along with our partners, actively manage our resources through opportunistic acquisitions and divestitures where reserves can be identified, developed, monetized and financial resources redeployed with the objective of growing reserves, production and shareholder value.
| 23 |
Recent Developments
Sales Pursuant to the ELOC Agreement
Since September 30, 2025, the Company issued 410,000 shares of Common Stock under the ELOC Agreement, for total gross proceeds of $2,287,609.
Declassification of Board of Directors
On October 9, 2025, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its certificate of incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware, pursuant to which the Certificate of Incorporation was amended to declassify the Company’s Board of Directors (the “Board”) so that all current and future members of the Board will be elected annually following the effectiveness of the Certificate of Amendment. On September 8, 2025, the Board approved an amendment (the “Bylaws Amendment”) to the Company’s amended and restated bylaws (the “Bylaws”) in order to make conforming changes to the Bylaws for the purpose of declassifying the Board. The Bylaws Amendment became effective on October 9, 2025.
Change in Accounting Firm
On October 2, 2025, the audit committee of the Company’s board of directors (the “Committee”) approved the dismissal of Baker Tilly US, LLP (“Baker Tilly”) and Marcum LLP as AGIG’s and the Company’s independent registered public accounting firms, and the Committee approved the engagement of CBIZ CPAs as the Company’s independent registered public accounting firm.
Critical Accounting Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. See Note 3 for descriptions of the Company’s significant accounting policies. Certain of these accounting policies involve judgments and uncertainties to such an extent there is a reasonable likelihood materially different amounts would have been reported under different conditions, or if different assumptions had been used. These critical accounting estimates are reviewed on a regular basis. The Company believes the following discussions of critical accounting estimates address all important accounting areas where the nature of accounting estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change.
Acquisitions and Business Combinations
For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.
Valuation of Warrants
Warrants are accounted in accordance with the guidance contained in ASC 815-40-15-7D. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Estimates used in Oil and Gas Reserves
Independent reserve engineers prepare the estimates of oil, NGL and natural gas reserves and associated future net cash flows on an annal basis. The SEC has defined proved reserves as the estimated quantities of oil, NGL and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. The process of estimating oil, NGL and natural gas reserves is complex, requiring significant judgment in the evaluation of available geological, geophysical, engineering and economic data. In general, our estimates of future reserve volumes are primarily based on historical production on a well-to-well or property-to-property basis. The data for a given property may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective assumptions and variances in available data for various properties increase the likelihood of significant changes in these estimates.
Impairments of long-lived assets
Oil & Gas
The Company uses the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved.
Other Long-Lived Assets The Company reviews long-lived assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value.
Results of Operations (As Restated)
Revenue. 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 $225,678 for the three and nine months ended September 30, 2025.
| 24 |
General and Administrative Expenses (including professional fees). General and administrative expense increased to $16,642,135 during the three months ended September 30, 2025 from $433,412 during the three months ended September 30, 2024, and increased to $18,604,904 during the nine months ended September 30, 2025, from $1,715,319, during the nine months ended September 30, 2024. The change in general and administrative expense was primarily attributable to fees related to the acquisition of AGIG, which subsequently occurred during the third quarter of 2025.
Other Income (Expense). Other income/expense, net, totaled ($288,435) during the three months ended September 30, 2025, compared to $280,114 during the three months ended September 30, 2024, and totaled $280,176 during the nine months ended September 30, 2025, compared to $1,392,050 during the nine months ended September 30, 2024. The change in other income/expense is primarily related to the reduction of grant income as 2025 progressed.
Financial Condition (As Restated)
Liquidity and Capital Resources. At September 30, 2025, we had a cash balance of $1,512,157 and working capital deficiency of ($3,990,307) compared to a cash balance of $525,809 and working capital deficiency of $(5,340,035) at December 31, 2024. This increase was primarily due to the issuance of common stock under the ELOC agreement to support the working capital.
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.
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 $4,606,145 of cash during the nine months ended September 30, 2025, compared to cash used $1,823,786 during the nine months ended September 30, 2024. The change in operating cash flow was primarily attributable to professional fees related to the Share Exchange which was consummated during the third quarter of 2025.
Investing: Investing activities used $1,839,093 of cash during the nine months ended September 30, 2025, compared to $347,127 during the nine months ended September 30, 2024. The change in cash used for investing activities was primarily attributable to the purchase of land for future operations.
Financing: Financing activities raised $7,431,586 of funding during the nine months ended September 30, 2025, compared to none during the nine months ended September 30, 2024. The change in cash received from financing activities was primarily attributable to the HUSA convertible note.
Long-Term Liabilities. At September 30, 2025, we had long-term liabilities of $6,191,700, compared to $5,860,274 at December 31, 2024. This reflects the extension of the AGIG Convertible note to January 1, 2027 thereby extending its maturity beyond 1 year and leading to reclassification as long-term.
Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements or guarantees of third-party obligations at September 30, 2025.
| 25 |
| 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 the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of September 30, 2025 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 under the Committee of Sponsoring Organizations - COSO Framework, management concluded that our internal control over financial reporting was not effective with regard to the assessment of the formal control environment and control activities. as of September 30, 2025.
The Company has identified material weaknesses in its internal controls over financial reporting with regard to the assessment of the formal control environment and control activities.
In addition, the Company has identified a material weakness in its internal controls over financial reporting related to the accounting for significant and unusual transactions. These weaknesses have contributed to the errors and misstatements identified and restated in these financial statements.
Until we are able to remedy these material weaknesses, we are relying on third party consultants to assist. Additional time is required to complete our staffing, fully document our systems, implement control procedures, and test their operating effectiveness before we can conclude that we have fully remediated our material weaknesses.
Changes in Internal Control over Financial Reporting
The change in management following the completion of the Share Exchange has resulted in a change in the Company’s internal control, (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). The Company has appointed a Chief Financial Officer to assume the duties of the principal financial officer thereby bringing the appropriate level of accounting knowledge and experience commensurate with the financial reporting requirements for a public company. In addition to this the management team and Board of the Company have been expanded which brings added oversight and governance.
| 26 |
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
As a smaller reporting company, we are not required to provide the information required by this item.
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.
| 27 |
Item 6. Exhibits
| Exhibit No. | Description | |
| 4.1 |
Form of Senior Secured Convertible Note, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025). | |
| 10.1 | Form of Indemnification Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2025). | |
| 10.2 |
Form of Common Stock Purchase Agreement, by and between the Company and the Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025). | |
| 10.3 |
Form of Registration Rights Agreement, by and between the Company and the ELOC Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025). | |
| 10.4 |
Form of Securities Purchase Agreement, by and between the Company and the Note Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025) | |
| 10.5 |
Form of Registration Rights Agreement, by and between the Company and the Note Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025) | |
| 10.6 |
Form of Security Agreement, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025) | |
| 10.7 |
Form of Subsidiary Guarantee, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025) | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
* Filed herewith.
| 28 |
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: February 6, 2026 | By: | /s/ Edward Gillespie |
| Edward Gillespie | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: February 6, 2026 | By: | /s/ Lucie Harwood |
| Lucie Harwood | ||
| Chief Financial Officer | ||
| (Principal Financial Officer
and Principal Accounting Officer) | ||
| 29 |
FAQ
Why did Abundia Global Impact Group (AGIG) restate its Q3 2025 financials?
What were Abundia Global Impact Group’s Q3 2025 results after the restatement?
What going concern risks does Abundia Global Impact Group (AGIG) disclose?
How did the AGIG reverse acquisition affect Abundia’s balance sheet?
What major investments and debt did Abundia Global Impact Group undertake in 2025?
How is Abundia Global Impact Group (AGIG) structured after the Share Exchange?
What internal control issues does Abundia Global Impact Group report?
