Abundia Global Impact issues going-concern warning
AGIG reported $8,933,862 of operating cash use, while cash stood at $2,809,066 on September 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Abundia Global Impact Group, Inc. (AGIG) reported third-quarter 2026 revenue of $2,324,169, versus $1,539,896, and a net loss of $3,600,397, versus $21,062,436. The 2025 quarter included a $12,390,253 share-exchange success fee and $3,342,300 equity-line commitment fee. AGIG focuses capital and management on recycling and renewables, retains legacy oil and gas assets, and provides engineering and process-development services through RPD.
For the first nine months of 2026, revenue was $5,624,649, versus $2,023,523, and net loss was $12,668,339, versus $24,016,015. Operating activities used $8,933,862 cash, compared with $5,789,927; cash was $2,809,066 as of September 30, 2026. Accumulated deficit was ($60,279,269) and negative working capital was ($7,317,398). AGIG stated substantial doubt about its ability to continue as a going concern within one year after the statements were issued, citing dependence on debt or equity financing.
AGIG completed its $4,800,000 RPD acquisition on April 1, 2026. The first construction phase at its Cedar Port property in Baytown, Texas, was scheduled for completion by the fourth quarter of 2026; the renewables segment remained pre-revenue.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly revenue was $2,324,169, versus $1,539,896 a year earlier.
- Moderate pointQuarterly net loss was $3,600,397, versus $21,062,436 a year earlier.
Negative
- Major pointAGIG disclosed substantial doubt about continuing as a going concern within one year after the statements were issued.
- Moderate pointOperating cash use was $8,933,862, versus $5,789,927 in 2025.
Key Figures
Key Terms
going concern financial
common control financial
performance obligations financial
fair value option financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were AGIG's third-quarter 2026 revenue and net loss?
Why did AGIG report substantial doubt about its ability to continue as a going concern?
How did AGIG structure the $4,800,000 RPD acquisition consideration?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ______________.
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ☒ | |
| Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 2, 2026, we had
ABUNDIA GLOBAL IMPACT GROUP, INC.
FORM 10-Q
INDEX
| Page No. | ||
| PART I | FINANCIAL INFORMATION | 3 |
| Item 1. | Financial Statements | 3 |
| Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 | 3 | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 4 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 5 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 6 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 |
| Item 4. | Controls and Procedures | 34 |
| PART II | OTHER INFORMATION | 35 |
| Item 6. | Exhibits | 37 |
| 2 |
PART I -FINANCIAL INFORMATION
| ITEM 1 | Financial Statements |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| September 30, 2026 | December 31, 2025* | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Contract Assets | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| PROPERTY AND EQUIPMENT, NET | ||||||||
| OTHER ASSETS | ||||||||
| Goodwill | ||||||||
| Technology licenses | ||||||||
| Capitalized patents, net | ||||||||
| Operating lease right of use asset | ||||||||
| Other assets | ||||||||
| TOTAL OTHER ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Deferred revenue | - | |||||||
| Deferred revenue- related party | ||||||||
| Deferred revenue | ||||||||
| Notes payable – related party, net | ||||||||
| Convertible note payable | - | |||||||
| Current portion of lease liability | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Notes payable-related party | - | |||||||
| Convertible note payable | - | |||||||
| Operating lease liability, net of current portion | ||||||||
| Asset retirement obligation | ||||||||
| TOTAL LONG-TERM LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Additional paid-in capital | ||||||||
| Equity in RPD prior to acquisition | - | |||||||
| Non-controlling interest | - | |||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) | ( | ) | ||||||
| Treasury stock, at cost: | ( | ) | - | |||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| 2026 | 2025* | 2026 | 2025* | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025* | 2026 | 2025* | |||||||||||||
| REVENUE | ||||||||||||||||
| Oil and gas | $ | $ | $ | $ | ||||||||||||
| Engineering and process development services | ||||||||||||||||
| Engineering and process development services-related party | - | - | ||||||||||||||
| TOTAL REVENUE | ||||||||||||||||
| COST OF REVENUE | ||||||||||||||||
| Oil and Gas | ||||||||||||||||
| Engineering and process development | ||||||||||||||||
| Engineering and process development -related party | - | - | ||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| TOTAL COST OF REVENUE | ||||||||||||||||
| GROSS MARGIN (LOSS) | ( | ) | ( | ) | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | - | |||||||||||||||
| Write-off of application costs incurred on abandoned patent applications | ||||||||||||||||
| Impairment of oil and gas properties | - | - | ||||||||||||||
| Success fee paid on Share Exchange by Controlling Shareholder | - | - | ||||||||||||||
| Shares issued as commitment fee for equity line of credit | - | - | ||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME AND (EXPENSE), NET | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Grant income | - | - | - | |||||||||||||
| Change in fair value of convertible note-related party | ( | ) | - | ( | ) | - | ||||||||||
| Change in fair value of warrant liability | - | - | - | |||||||||||||
| Loss from extinguishment of debt | - | ( | ) | - | ( | ) | ||||||||||
| Foreign currency gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| TOTAL OTHER INCOME AND (EXPENSE), NET | ( | ) | ( | ) | ( | ) | ||||||||||
| NET LOSS BEFORE TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSE | - | - | - | - | ||||||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ( | ) | ||||||||||||||
| NET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation gain (loss) | ||||||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST | ( | ) | ||||||||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per common share | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Basic and diluted weighted average number of common shares outstanding | ||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Shares | Amount | Shares | Amount | Capital | Acquisition | Deficit | Loss | Group, Inc. | Interest | Total | ||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in | Equity Attributable to RPD Prior to | Accumulated | Accumulated Other | Total Applicable to Abundia Global Impact | Non- Controlling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Acquisition | Deficit | Loss | Group, Inc. | Interest | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025* | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | - | $ | ||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Equity line of credit stock issuances | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued for cash consideration, net of fees | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of pre-funded warrants | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Placement agent fees for prior year stock sales | - | - | - | - | ( | ) | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Restricted stock awards granted | - | - | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026* | $ | - | $ | - | $ | $ | $ | ( | ) | $ | $ | $ | - | $ | ||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Acquisition of RPD | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Restricted stock awards granted | - | - | ( | ) | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Transfer upon vesting of equity interest | - | - | - | - | ( | ) | - | - | - | ( | ) | - | ||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | - | $ | - | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Equity Compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock Repurchased under the stock repurchase plan | - | - | ( | ) | ( | ) | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | ) | $ | ( | ) | $ | $ | - | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ** | $ | ** | - | $ | - | ** | $ | ** | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Capital contribution by former majority member of AGIG | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ** | $ | ** | - | $ | - | ** | $ | ** | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Capital contribution by former majority member of AGIG | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net parent investment in RPD | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Equity compensation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 * | ** | ** | - | - | ** | ** | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net Parent Investment in RPD | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Share exchange | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Success fee paid on share exchange by controlling shareholder | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| ELOC commitment shares issued | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| ELOC stock issuance | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Equity compensation | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at September 30, 2025* | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| * | |
| ** |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| 2026 | 2025* | |||||||
Nine Months Ended September 30, | ||||||||
| 2026 | 2025* | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: | ||||||||
| Depreciation, depletion and amortization | ||||||||
| Equity compensation | ||||||||
| Write off of application costs incurred on abandoned patent applications | ||||||||
| Change in fair value of warrant liability | - | ( | ) | |||||
| Amortization of operating lease ROU | - | |||||||
| Impairment of oil and gas properties | - | |||||||
| Loss from extinguishment of debt | - | |||||||
| Amortization of debt discount | - | |||||||
| Share exchange success fee | - | |||||||
| Shares issued as commitment fee on equity line of credit | - | |||||||
| Changes in operating assets and liabilities that provide/(use) cash: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Government grant receivable | - | |||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Contract Assets | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred Revenue | ( | ) | ||||||
| Accrued interest payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for RPD Acquisition | ( | ) | - | |||||
| Cash acquired in share exchange | - | |||||||
| Investment in licensed technology | ( | ) | - | |||||
| Payments related to patent application costs | ( | ) | ( | ) | ||||
| Purchase of fixed assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Capital contribution by former majority member of AGIG | - | |||||||
| Parent Capital Contribution to RPD | - | |||||||
| Proceeds from issuance of convertible note | - | |||||||
| Proceeds from note payable - related party | ||||||||
| Repayment of note payable - related party | ( | ) | ( | ) | ||||
| Repayment of RPD convertible note payable | ( | ) | - | |||||
| HUSA convertible note repayments | - | ( | ) | |||||
| Proceeds from equity line of credit draw downs | ||||||||
| Shares issued for cash consideration | - | |||||||
| Transaction fees paid for share issuance | ( | ) | - | |||||
| Stock purchased under stock repurchase plan | ( | ) | - | |||||
| Exercise of pre-funded warrants | - | |||||||
| Payment to placement agent for fees on prior year stock sales | ( | ) | - | |||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ||||||||
| Net Change in Cash and Cash Equivalents | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Interest paid | $ | $ | - | |||||
| Tax paid | $ | - | $ | - | ||||
| SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Purchase of RPD funded by convertible note | $ | $ | - | |||||
| Release of prepaid RPD acquisition costs | $ | $ | - | |||||
| Purchase of fixed assets funded by accounts payable and accruals | $ | $ | - | |||||
| Options and restricted share awards for accrued equity compensation liability | $ | $ | - | |||||
| Shares issued as commitment fee on equity line of credit | ||||||||
| Net assets assumed in share exchange | ||||||||
| Non-cash shareholder contributions | ||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
ABUNDIA GLOBAL IMPACT GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION
On July 1, 2025, Abundia Global Impact Group, Inc. (formerly Houston American Energy Corp.), a Delaware corporation (the “Company”), acquired all of the outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”), as described below (the “Share Exchange”). Prior to the Share Exchange, the Company operated as an independent oil and gas company, which had previously focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the U.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company continues to maintain its legacy oil and gas assets however; all capital investment and management focus is on the AGIG recycling and renewables business rather than the legacy oil and gas business of Houston American Energy Corp. (“HUSA”).
After the Share Exchange, the Company primarily operates as a technology solutions company in the recycling and renewable energy, fuels and chemicals sectors. The Company, through its now wholly owned subsidiary, AGIG, is focused on using waste products to decarbonize the energy, fuels and chemicals sector by providing renewable alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place.
On
April 1, 2026, the Company acquired
The
acquisition was completed for an aggregate consideration of $
NOTE 2 – GOING CONCERN
The
Company’s consolidated financial statements are prepared following accounting principles generally accepted in the United
States of America, (“GAAP”) which contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. The Company has an accumulated deficit of ($
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NOTE 3 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and the following subsidiary companies from the date of their formation or incorporation:
SCHEDULE OF COMPANY AND ITS SUBSIDIARIES
| Company Name | Country of Formation / Incorporation | Date of Formation / Incorporation | Percentage Ownership | |||||
| Abundia Biomass LLC | USA | % | ||||||
| Abundia Biomass-to-Liquids Limited | UK | %** | ||||||
| Abundia Plastics to Liquids LLC | US | %* | ||||||
| Abundia Plastics Europe Limited | UK | % | ||||||
| Abundia Global Impact Group LLC | US | % | ||||||
| Abundia Global Impact Group (Ireland) Limited | Ireland | % | ||||||
| Abundia Global Impact Group (UK) Limited | UK | % | ||||||
| HAEC Louisiana E&P Inc. | USA | % | ||||||
| RPD Technologies Americas, LLC | USA | %*** | ||||||
| * | |
| ** |
|
| *** |
All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications were made for presentation purposes only and had no impact on the Company’s previously reported net loss, stockholders’ equity, cash flows, or financial position.
During
the current period, the Company revised the presentation of its unaudited condensed consolidated statements of operations to separately
present cost of revenue and gross margin from operating expenses. This change reflects the Company’s revenue-generating operations following
the Share Exchange and the acquisition of RPD. As a result, for the three and nine months ended September 30, 2025, $
These reclassifications had no effect on previously reported loss from operations, net loss, total liabilities, shareholders’ equity, or net cash used in operating activities.
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included in the financial position, results of operations and cashflows for all periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet information as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Common Control Acquisition
The company accounts for transfers of net assets between entities under common control in accordance with ASC 805-50, Transactions Between Entities Under Common Control. Assets and liabilities acquired in a common-control transaction are recognized at the historical carrying amounts of the transferring entity as of the date of transfer. No new basis of accounting is established, and no goodwill or bargain purchase gain is recognized as a result of the transaction. To the extent that such transactions require prior periods to be retrospectively adjusted, historical net equity amounts prior to the transaction date are reflected in “Net Parent Investment” within equity. Upon the transfer of a business under common control, the Company records the transferred assets at their historical carrying values. In the unaudited condensed consolidated financial statements, any investment recorded by the receiving entity is eliminated in consolidation. To the extent consideration transferred exceeds the historical carrying value of the net assets acquired, the excess is accounted for as a distribution to parent and is reflected within equity. In the accompanying unaudited condensed consolidated statement of cashflows, cash consideration up to the carrying value of net assets acquired is presented as an investing activity and cash consideration in excess of the carrying value of net assets acquired is presented as a financing.
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Revenue Recognition
As discussed in Note 4, Common Control Transactions, the Company acquired RPD in a transaction between entities under common control. As a result, RPD has been included in the Company’s consolidated financial statements from that date forward, and its revenues and expenses are reflected in the accompanying consolidated statements of operations beginning on April 16, 2025. The common control transaction has been accounted for in a manner consistent with the applicable guidance, and the inclusion of RPD’s results reflects the retrospective combination of entities under common control, as further described in Note 4.
Nature of Revenue RPD
The Company generates substantially all its revenue from providing engineering, pilot plant operations, testing, process development, and related technical services to customers. These services are primarily performed utilizing the Company’s pilot plant and demonstration equipment and related infrastructure. In certain arrangements, the Company also designs, manufactures, and transfers pilot units or components of pilot units to customers as part of its project deliverables. Revenue is recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers, when control of the promised goods or service is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.
The Company evaluates its contracts to identify performance obligations, which represent promises to transfer distinct goods or services to customers. In most arrangements, the Company provides a series of highly integrated services, including engineering, design, construction, commissioning, operations, testing, analytics, and reporting, that together represent a single performance obligation because the individual services are not separately identifiable within the context of the contract. In certain arrangements, contracts may include distinct goods or services, such as standalone consulting services, reports, or equipment transfers, which are accounted for as separate performance obligations.
The transaction price is determined based on the consideration specified in the contract and may include fixed fees, time-based service charges, reimbursable costs, materials, and approved contract modifications. Certain contracts contain variable consideration, including usage-based fees, reimbursable costs, and change orders. Variable consideration is estimated and included in the transaction price to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is subsequently resolved. The Company’s contracts generally have payment terms of one year or less and do not contain a significant financing component. When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation based on relative standalone selling prices. Standalone selling prices are based on observable prices when available and otherwise estimated using methods such as expected cost plus margin or other reasonable approaches that maximize observable inputs.
The company recognizes revenue when it satisfies the performance obligation by transferring a product or service to the customer. Revenue is recognized either over time or at a point in time depending on the nature of the Company’s performance obligations. The majority of the Company’s revenue is recognized over time as services are performed because the customer simultaneously receives and consumes the benefits of the Company’s performance. Progress toward completion is measured using methods that best depict the transfer of control to the customer, project progress, costs incurred, or other measures of performance, depending on the nature of the arrangement. Revenue associated with distinct goods or services that do not qualify for over-time recognition is recognized at a point in time when control transfers to the customer.
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Contract Balances
The timing of revenue recognition may differ from the timing of invoices and cash collections. Accounts receivable are recorded when the Company has an unconditional right to consideration. Contract assets are recognized when revenue is recognized prior to the Company’s right to invoice the customer, and deferred revenues are recognized when consideration is received or billed in advance of the transfer of goods or services.
Remaining Performance Obligations
The Company has elected the practical expedient under ASC 606 not to disclose information about remaining performance obligations for contracts with an original expected duration of one year or less. Substantially all of the Company’s contracts qualify for this practical expedient.
Fair Value Option and Convertible Note
In
April 2026, the Company issued a senior secured convertible promissory note (the “RPD Convertible Note”) to Abundia Financial
in connection with the acquisition of RPD Technologies Americas, LLC. The RPD Convertible Note has a principal balance of $
The Company has elected the fair value option in accordance with ASC Topic 825, Financial Instruments, for the RPD Convertible Note. Under the fair value option, the note is initially recognized at fair value and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.
The Company elected the fair value option to simplify the accounting for the RPD Convertible Note, which contains embedded conversion features that would otherwise require evaluation and potential bifurcation under ASC Topic 815, Derivatives and Hedging.
The Convertible Note is presented as “Convertible note payable measured at fair value-related party” within liabilities on the unaudited condensed consolidated balance sheets. Changes in the fair value of the Convertible Note are presented in “Change in fair value of convertible note-related party” within the unaudited condensed consolidated statements of operations. The portion of the change in fair value attributable to instrument-specific credit risk is recorded in other comprehensive income (loss). Any issuance costs and fees incurred in connection with the Convertible Note are recorded within general and administrative expenses in the unaudited condensed consolidated statements of operations as incurred and are not deferred or capitalized.
Because the RPD Convertible Note was issued in a related-party transaction, the Company evaluated whether the transaction price represented fair value at issuance. The Company determined the initial fair value using valuation techniques that incorporate market participant assumptions, including credit risk and the contractual features of the instrument. Any difference between the transaction price and the estimated fair value at issuance was recorded as an equity contribution or distribution, as appropriate.
In August 2026 the convertible note principal was paid in full along with the related accrued interest. Refer to Note 12-Note and Convertible Note Payable for further details.
Treasury Stock
The Company accounts for repurchases of its common stock using the cost method. Repurchased shares are recorded at cost as treasury stock and presented as a reduction of stockholders’ equity. Treasury shares are considered issued but not outstanding, have no voting rights, are not entitled to dividends, and are excluded from the calculation of earnings (loss) per share.
Upon reissuance of treasury shares, any excess of proceeds over cost is recorded in additional paid-in capital (“APIC”), while any deficiency is charged against APIC to the extent available, with any remaining amount charged to accumulated deficit. Upon retirement, the excess of cost over par value is charged to APIC to the extent available, with any remainder charged to accumulated deficit. No gains or losses are recognized in the statement of operations on treasury stock transactions.
Stock Compensation
The Company recognizes compensation cost for share-based awards with graded vesting using the accelerated attribution method, under which each separate vesting tranche is recognized over its own requisite service period. The Company accounts for forfeiture as they occur, recognizing the impact of forfeitures in compensation expense when the forfeiture event takes place. Prior to 2026, the Company did not have a material population of graded-vesting awards subject to compensation expense recognition. During 2026, the Company began recognizing compensation expense for its first material population of graded-vesting awards, including awards assumed in connection with the acquisition of RPD Technologies, LLC, and applies the accelerated attribution method to those awards and all subsequent graded-vesting awards.
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Recent Accounting Pronouncements
Adopted Standards
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods with updates to be applied on a prospective basis. The Company adopted ASU 2025-05 as of January 1, 2026 and elected the practical expedient. The adoption of ASU 2025-05 did not have a material impact on the Company’s financial statements.
Not Yet Adopted Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations, or financial statement disclosures.
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenues from Contracts with Customers (Topic 606)—Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this ASU revise the master glossary definition of the term performance condition for share-based consideration payable to a customer. Further, the amendments in this ASU clarify that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this ASU clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026, with updates to be applied on a retrospective or modified retrospective basis Early adoption is permitted for all entities. The Company is currently evaluating the impact of ASU 2025-04 on its consolidated financial statements and does not expect this ASU to have a material impact on our consolidated financial statements
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The ASU establishes authoritative guidance in GAAP about accounting for government grants received by business entities, clarifies the appropriate accounting, in an effort to reduce diversity in practice, and increase consistency of application across business entities. The ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU may be applied on a modified prospective approach, a modified retrospective approach, or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied by either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.
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NOTE 4- COMMON CONTROL TRANSACTIONS
On
April 1, 2026, the Company completed the acquisition of RPD. Pursuant to the Acquisition, the Company entered into a Membership Interest
Purchase Agreement with RPD and Abundia Financial, pursuant to which the Company acquired
Abundia
Financial is considered the Company’s controlling shareholder, and as of the acquisition date held approximately
In accordance with ASC 805-50 the assets acquired, and liabilities assumed were recognized at their historical carrying amounts as reflected in the accounts of the transferring entity immediately prior to the transaction. As a result, no step-up to fair value was recorded and no goodwill or other acquisition related intangible assets were recognized.
RPD became subject to common control on April 16, 2025 when it was acquired by Abundia Financial. The Company is the predecessor entity and therefore the accompanying interim unaudited condensed consolidated financial statements reflect the historical results of the Company for all periods presented and the results of RPD for the periods beginning on April 16, 2025.
The following table summarizes the carrying amounts of the assets acquired and liabilities assumed on the transfer date:
SCHEDULE OF CARRYING AMOUNTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| April 1, 2026 | ||||
| Carrying amounts of assets acquired | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Contract Assets | ||||
| Prepaid expenses - others | ||||
| Property, Plant, and Equipment | ||||
| Goodwill | ||||
| Total Assets Acquired | ||||
| Accounts payable and accrued liabilities | ||||
| Deferred revenue | ||||
| Notes-Payable Related Party, net | ||||
| Total Liabilities Assumed | ||||
| Total Equity Assumed | $ | |||
There
were no material changes to RPD’s balance sheet between the date of common control and the date of acquisition, other than
working capital balances resulting from RPD’s operating activities. The total equity assumed above is inclusive of RPD’s
accumulated deficit of $
The following tables reconcile the Company’s previously reported revenue, net income, and equity to the retrospectively recast financial statements reflecting the historical financial information for RPD for the periods presented.
SCHEDULE OF RECONCILE THE COMPANY’S PREVIOUSLY REPORTED REVENUE, NET INCOME, AND EQUITY
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Basic loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Basic loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| As of December 31, 2025 | ||||||||||||
| AGIG Previously Reported | RPD | AGIG As Adjusted | ||||||||||
| Total Equity | $ | $ | $ | |||||||||
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NOTE 5 – ACQUISITION
On
July 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG LLC from the
AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of
The
Share Exchange was accounted for as a reverse acquisition in accordance with GAAP within ASC Topic 805, Business Combinations
(“ASC 805”), whereby AGIG LLC, the legal acquiree, is considered the accounting acquirer and the Company, the legal acquirer,
is treated as the acquired company for financial reporting purposes. AGIG LLC was considered the accounting acquirer as its controlling
shareholder, Abundia Financial, would hold approximately
We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the Share Exchange. The purchase price allocations were comprised of the components presented below, which represent the determination of the fair value of the assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities and the allocation of goodwill to reporting units was completed within the measurement period in accordance with FASB ASC Topic 805.
The 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 goodwill arising on the Share Exchange is not deductible for tax purposes.
The
Company incurred $
The
operating results of the Company’s legacy business were included in the consolidated results of operations from the date of the
Share Exchange. The consolidated financial statements for the year ended December 31, 2025 include revenues and net loss of $
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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. The unaudited condensed consolidated pro forma results of operations are as follows:
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the transaction as though it had occurred on January 1, 2025, and includes adjustments for acquisition and other transaction costs. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the transaction had occurred on January 1, 2025, nor is it indicative of future operating results.
NOTE 6 – RELATED PARTY TRANSACTIONS
Abundia Financial, LLC (“Abundia Financial”) is the Company’s majority shareholder, owning approximately 61% of the Company’s outstanding common stock, and is therefore a related party.
Bower Family Holdings, LLC (“BFH”) is a related party because it holds an ownership interest in Abundia Financial.
Poseidon Plastics USA, LLC (“Poseidon”) is a related party because it is controlled by Abundia Financial. In addition, the Company’s Chief Executive Officer and Chief Operating Officer serve as managing members of Poseidon.
Revenue, Accounts Receivable and Contract Balances
The
Company provides pilot plant operations services to Poseidon under a purchase order agreement. Revenue from Poseidon was $
As
of September 30, 2026 and December 31, 2025, deferred revenue from Poseidon was $
As
of September 30, 2026 and December 31, 2025, the Company did
Debt
The
Company has outstanding notes payable to Abundia Financial and BFH. On April 16, 2026 the Company entered into the RPD Convertible Note
with Abundia Financial. As of September 30, 2026 the RPD Convertible note has been fully repaid. Interest expense on the note was $
NOTE 7 – SEGMENT REPORTING
The
Company determined it has
The O&G segment generates revenue from oil and gas operations and the RPD segment generates revenue from its engineering, pilot plant operations, testing, process development, and technical services. The Renewables is in the pre-revenue stage, primarily incurring research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. The CODM is a committee including the Company’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.
The Company measures and evaluates its reportable segments based on their respective adjusted net income (loss), general and administrative expenses, research and development costs, and professional fees. The Company excludes certain corporate-related expenses and certain transactions or adjustments that the CODM considers to be non-operational, such as changes in fair value of warrant liabilities, restructuring charges, interest expense and income and amounts related to depreciation, depletion and amortization expense. Although these amounts are excluded, they are included in reported Loss before income taxes within the accompanying unaudited consolidated statements of operations and are included in the reconciliation below. The CODM uses segment adjusted net loss in the budget and forecasting process and to monitor budgets versus actual results, which are used in assessing the performance of the reportable segments and to allocate resources across the reportable segments. The balance sheet is presented on a consolidated basis, as the CODM does not use segment specific asset or liability information, including fixed assets, to assess performance. As a result, segment asset and liability details are disclosed at the aggregate level.
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A reconciliation of net loss for the reportable segments to the applicable line items within the accompanying consolidated statements of operations is as follows.
SCHEDULE OF SEGMENT REPORTING INFORMATION
| RPD | O&G | Renewables | Total | |||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | - | $ | |||||||||||
| Segment expense: | ||||||||||||||||
| Cost of Engineering and process development services | - | - | ||||||||||||||
| Engineering and Process development services | ||||||||||||||||
| General and administrative | - | |||||||||||||||
| Research and development costs | - | - | ||||||||||||||
| Operating lease expense and severance tax | - | - | ||||||||||||||
| Adjusted segment operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Impairment of oil and gas properties | ||||||||||||||||
| Success fee paid on share exchange by controlling shareholder | ||||||||||||||||
| Shares issued as commitment fee on equity line of credit | ||||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||
| Grant income | ||||||||||||||||
| Changes in fair value of warrant liability | ||||||||||||||||
| Write off of application costs incurred on abandoned patent applications | - | - | ||||||||||||||
| Changes in fair value of convertible note | - | - | ||||||||||||||
| Interest expense | - | - | ||||||||||||||
| Interest income | - | - | ( | ) | ( | ) | ||||||||||
| Foreign currency gain | - | - | ||||||||||||||
| Income (Loss) before income taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | - | $ | |||||||||||
| Segment expense: | ||||||||||||||||
| Engineering and Process development services | - | - | ||||||||||||||
| General and administrative expenses | - | |||||||||||||||
| Research and development costs | - | - | ||||||||||||||
| Operating lease expense and severance tax | - | - | ||||||||||||||
| Adjusted segment operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Write off of application costs incurred on abandoned patent applications | - | - | ||||||||||||||
| Changes in fair value of convertible note | - | - | ||||||||||||||
| Interest expense | - | - | ||||||||||||||
| Interest income | - | - | ( | ) | ( | ) | ||||||||||
| Foreign currency gain | - | - | ||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
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| RPD | O&G | Renewables | Total | |||||||||||||
| Three
Months Ended September 30, 2025 |
||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | - | $ | |||||||||||
| Segment expense: | ||||||||||||||||
| Engineering and Process development services | - | - | ||||||||||||||
| General and administrative expenses | - | |||||||||||||||
| Operating lease expense and severance tax | - | - | ||||||||||||||
| Adjusted segment operating income (loss) | ( |
) | ( |
) | ( |
) | ||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Success fee paid on share exchange by controlling shareholder | - | - | ||||||||||||||
| Shares issued as commitment fee on equity line of credit | - | - | ||||||||||||||
| Impairment of oil and gas properties | - | - | ||||||||||||||
| Write off of application costs incurred on abandoned patent applications | - | - | ||||||||||||||
| Loss on extinguishment of debt | - | - | ||||||||||||||
| Interest expense | - | - | ||||||||||||||
| Interest income | - | - | ( |
( |
||||||||||||
| Foreign currency gain | - | - | ( |
( |
||||||||||||
| Loss before income taxes | $ | ( |
) | $ | ( |
$ | ( |
) | $ | ( |
) | |||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||
| RPD | O&G | Renewables | Total | |||||||||||||
| Revenue | $ | $ | $ | - | $ | |||||||||||
| Segment expense: | ||||||||||||||||
| Engineering and Process development services | - | - | ||||||||||||||
| General and administrative expenses | - | |||||||||||||||
| Research and development costs | - | - | ||||||||||||||
| Operating lease expense and severance tax | - | - | ||||||||||||||
| Adjusted segment operating income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” | ||||||||||||||||
| Depreciation, depletion and amortization | ||||||||||||||||
| Success fee paid on share exchange by controlling shareholder | - | - | ||||||||||||||
| Shares issued as commitment fee on equity line of credit | - | - | ||||||||||||||
| Impairment of oil and gas properties | - | |||||||||||||||
| Write off of application costs incurred on abandoned patent applications | - | |||||||||||||||
| Loss on extinguishment of debt | - | - | ||||||||||||||
| Grant income | - | - | ( | ) | ( | ) | ||||||||||
| Changes in fair value of warrant liability | - | - | ( | ) | ( | ) | ||||||||||
| Interest expense | - | - | ||||||||||||||
| Interest income | - | - | ( | ) | ( | ) | ||||||||||
| Foreign currency gain | - | - | ||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Oil and gas revenues and expenses for the legacy HUSA business have been included in the accompanying unaudited condensed consolidated statements of operations from July 1, 2025. See Note 5 – Acquisition above.
RPD’s revenues and expenses have been included in the accompanying unaudited condensed consolidated statements of operations beginning April 16, 2025, the date on which RPD and the Company became entities under common control. See Note 4- Common Control Transactions.
| 16 |
| September 30, 2026 | December 31, 2025 | |||||||
| Assets: | ||||||||
| RPD | $ | $ | ||||||
| O&G | $ | |||||||
| Renewables | ||||||||
| Total assets of reportable segments | $ | $ | ||||||
Geographic Information
All the Company’s revenues from customers are generated from customers located in the United States, and all of the Company’s long-lived assets are located in the United States. Accordingly, no additional geographic information is presented.
NOTE 8 – Revenue
REVENUE
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company generates revenue from engineering and process development services and legacy oil and gas (“O&G”) operations, Revenue is recognized either over time or at a point in time depending on the nature of the Company’s performance obligations.
Revenue
from engineering, process development, pilot plant operations, engineering design, testing, and technology commercialization services
is generally recognized over time because customers simultaneously receive and consume the benefits of the services as they are performed.
Progress toward completion is measured using an input method, such as costs incurred or labor hours, which the Company believes faithfully
depicts the transfer of control of the services to the customer. Revenue from engineering and process development is generated from a
limited number of customer contracts at any given time, consistent with the nature of its business. As a result, revenue is concentrated
on a small number of customers in any given reporting period. As each engagement is typically project-specific and of finite duration
the customers comprising this concentration are not necessarily the same period to period. For the three months ending September 30,
2026, revenue from two customers represented approximately
Revenue from the sale of oil and gas production is recognized at a point in time. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed.
The following table disaggregates revenue by significant product type for the three and nine months ended September 30, 2026, and 2025:
SCHEDULE OF DISAGGREGATES REVENUE
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Engineering, design, and technology commercialization services | $ | $ | $ | $ | ||||||||||||
| Oil and gas sales | ||||||||||||||||
| Total revenue from customers | $ | $ | $ | $ | ||||||||||||
Oil and gas revenues for the legacy HUSA business have been included in the statement of operations from July 1, 2025. See Note 5 – Acquisition above.
Engineering, design, and technology commercialization services have been included in statement of operations from April 16, 2025. See Note 4- Common Control Transactions
| 17 |
Contract balances
Contract assets are recognized when revenue is recognized prior to the Company’s right to invoice the customer, and deferred revenue is recognized when consideration is received or billed in advance of the transfer of goods or services.
Significant changes in the contract assets and the deferred revenue balances during the period are as follows:
SCHEDULE OF CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract Assets
Nine Months Ended 2026 | Year Ended 2025 | |||||||
| Transferred to receivables from contract assets recognized at the beginning of the period | $ | ( | ) | $ | - | |||
| Revenue recognized and not billed as of period end | ||||||||
| Net Change in Contract Assets | $ | ( | ) | $ | ||||
Deferred Revenue
Nine Months Ended 2026 | Year Ended 2025 | |||||||
| Increases due to customer billings, net of amounts recognized as revenue during the period | $ | $ | ||||||
| Revenue recognized that was included in the deferred revenue balance as of the beginning of the period | ( | ) | - | |||||
| Net Change in deferred revenue | $ | $ | ||||||
NOTE 9- GRANT INCOME
Grant
income relates to a grant awarded by the UK government to the Company’s UK subsidiary, Abundia Biomass-to-Liquids Limited, under
its Advance Fuel Fund competition for the development of sustainable aviation fuel production plants in the UK. The total grant amount
awarded was £
The grant reimbursed the Company for pre-approved eligible project research and development costs, related professional fees and general and administrative costs. These costs were included in the Company’s operating expenses in the Company’s consolidated statements of operations. The eligible expenses for reimbursement also include a 20% mark up on certain related administrative and staff costs.
During
the nine-month periods ending September 30, 2026, and 2025, the Company incurred $nil and $
The term of the grant was completed on March 31, 2025.
NOTE 10 – PROPERTY AND EQUIPMENT
SCHEDULE OF PROPERTY AND EQUIPMENT
| Estimated Useful Life | September 30, 2026 | December 31, 2025 | ||||||||
| Cost | ||||||||||
| Land | Indefinite | $ | $ | |||||||
| Oil and gas properties | ||||||||||
| Machinery and Equipment | ||||||||||
| Construction in progress | N/A | |||||||||
| Total cost | $ | $ | ||||||||
| Accumulated depreciation and depletion | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
| 18 |
Land
On
July 11, 2025, the Company completed the purchase of a 25-acre site at the Cedar Port Industrial Park (“the Cedar Port Property”)
located in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of
$
The Company plans to construct its first plastics recycling plant at the location, transforming plastic waste into pyrolysis oil. The strategically located site will be the foundation for a U.S. innovation hub dedicated to developing recycling, renewable and circular technologies supported by the industrial park’s robust infrastructure.
As land is considered to have an indefinite life, no depreciation has been recognized in respect of this asset
Oil and gas properties
The Company’s oil and gas properties are located in Texas.
During
the three months ended September 30, 2026 and 2025, the Company recorded a depletion expense of $
The
Company did not record any impairment charges related to the oil and gas properties for the three or nine month period ended September
30, 2026. During the three months and nine months ended September 30, 2025, the Company recorded impairment expense of $
Machinery and Equipment
The
company’s machinery and equipment is comprised primarily of assets utilized for engineering and process development services located
on its site in Baytown, Texas. During the three months ended September 30, 2026, and 2025, the Company recorded depreciation expense
of $
Construction in Progress
The Company has commenced the construction on its Cedar Port Property in Baytown, Texas, related to its RPD Technologies Facility and the Corporate Headquarters. The first phase of the construction in progress is scheduled to be completed by the fourth quarter of 2026.
| 19 |
NOTE 11 – CAPITALIZED PATENT COSTS
The Company has applied for a number of patents relating to its proposed business plan.
SCHEDULE OF PATENT APPLICATIONS
Weighted Average Remaining Useful Life (in years) | Cost | Accumulated Amortization | Net Book Value | |||||||||||||
| September 30, 2026 | ||||||||||||||||
| Pending patent applications | N/A | $ | $ | - | $ | |||||||||||
| Granted patents | ( | ) | ||||||||||||||
| Total patent costs | $ | $ | ( | ) | $ | |||||||||||
| December 31, 2025 | ||||||||||||||||
| Pending patent applications | N/A | $ | $ | - | $ | |||||||||||
| Granted patents | ( | ) | ||||||||||||||
| Total patent costs | $ | $ | ( | ) | $ | |||||||||||
Amortization
expense related to granted patents was $
During
the three months ended September 30, 2026 and 2025, the Company recorded impairment charges of $
As of September 30, 2026, expected amortization expense for granted patents for the next five years and thereafter are as follows:
SCHEDULE OF EXPECTED AMORTIZATION EXPENSE
As of September 30, 2026 | ||||
| 2026 (remainder of the year) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 12 – NOTES AND CONVERTIBLE NOTE PAYABLE
SCHEDULE OF NOTES AND CONVERTIBLE NOTE PAYABLE
| NOTE AND CONVERTIBLE NOTES PAYABLE DUE WITHIN 1 YEAR | September 30, 2026 | December 31, 2025 | ||||||
| AGIG convertible note payable | $ | $ | - | |||||
| Accrued interest on AGIG convertible note payable | - | |||||||
| BFH AGIG note payable – related party | ||||||||
| BFH RPD note payable- related party | ||||||||
| BFH HUSA note payable – related party | - | |||||||
| Accrued interest on BFH HUSA note payable – related party | - | |||||||
| Notes payable | $ | $ | ||||||
| NOTE AND CONVERTIBLE NOTE PAYABLE DUE GREATER THAN 1 YEAR | ||||||||
| BFH promissory note- related party | - | |||||||
| Accrued interest on BFH promissory note payable- related party | $ | - | ||||||
| AGIG convertible note payable | - | |||||||
| Accrued interest on AGIG convertible note payable | $ | - | $ | |||||
| Note and Convertible note payable non-current | ||||||||
| TOTAL NOTE AND CONVERTIBLE NOTES PAYABLE | $ | $ | ||||||
| 20 |
As
of September 30, 2026 and December 31, 2025, the weighted average interest rate on the Company’s notes and convertible notes payable
was
Future annual repayment of notes – related party, convertible notes and accrued interest as of September 30, 2026 is as follows:
SCHEDULE OF FUTURE ANNUAL REPAYMENT OF NOTES To RELATED PARTY, CONVERTIBLE NOTES AND ACCRUED INTEREST
| Years ended December 31, | ||||
| Due on demand | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total value of minimum payments | $ | |||
AGIG Convertible Note Payable
Effective
November 7, 2022, AGIG LLC issued a $
During
the three months ending September 30, 2026, and 2025, the Company recognized interest expense of $
As
of September 30, 2026 and December 31, 2025, the balance of the outstanding AGIG Convertible Note, together with accrued interest was
$
As
of September 30, 2026 and December 31, 2025, the effective annual interest yield on the AGIG Convertible Note was
3i HUSA Convertible Note
On
July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (“3i”), pursuant to
which the Company issued a senior secured convertible note in the original principal amount of $
During
the year ended December 31, 2025, the Company made prepayments on the 3i HUSA Convertible Note using proceeds from its equity line of
credit, registered direct offerings, and proceeds from the issuance of debt to BFH, a related
party. The Company fully extinguished the remaining principal balance of the 3i HUSA Convertible Note during the fourth quarter of 2025.
Total cash payments made during the year ended December 31, 2025 amounted to $
As
a result of these prepayments and the extinguishment of the debt, the Company recognized a total loss on debt extinguishment of $
During
the year ended December 31, 2025, the Company recognized interest expense of $
| 21 |
BFH AGIG Note Payable - Related Party
Effective
February 28, 2025, BFH (a related party) advanced $
During
the three and nine months ended September 30, 2025, $nil and $
Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.
BFH HUSA Note Payable – Related Party
On
November 12, 2025, in exchange for BFH (a related party) paying $
The
BFH HUSA Note carried interest at
In
the event of a change of control, the Company was required to prepay
The BFH HUSA Note was secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement was pari passu in priority with any existing debt obligations.
During
the year ended December 31, 2025, the Company accrued interest payable of $
As
of December 31, 2025, the balance of the outstanding BFH HUSA Note, together with accrued interest, was $
During
the three and nine months ending September 30, 2026, the Company accrued $nil and $
Effective
March 31, 2026, the Company repaid the entire $
| 22 |
BFH RPD Note Payable- Related Party
Effective
December 11, 2025 BFH (a related party) loaned RPD $
RPD Convertible Note-Related party
On
April 1, 2026, the Company issued a senior secured convertible promissory note (the “RPD Convertible Note”) to Abundia Financial
in connection with the acquisition of RPD Technologies Americas, LLC. The RPD Convertible Note has a principal balance of $
The
RPD Convertible Note principal of $
The following table shows change in the carrying amount of the RPD Convertible Note during the three months ended September 30, 2026
SCHEDULE OF CONVERTIBLE NOTES
Nine months ended September 30, 2026 | ||||
| Fair value of principal received at issuance | $ | |||
| Change in fair value of debt | ||||
| Principal and Interest Payments | ||||
| Ending balance as of September 30, 2026 | $ | - | ||
BFH Promissory Note – Related Party
On
August 15, 2026, the Company entered into a Securities Purchase Agreement with BFH, a related party, providing for aggregate
financing commitments of up to $
Interest
expense recorded during the three month and nine month periods ending September 30, 2026 was $
NOTE 13 - FAIR VALUE MEASUREMENTS
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, contract asset, prepaid expenses and other current assets, accounts payable and accrued expenses, and deferred revenue approximate fair value given the short-term nature of these instruments.
Management determined the estimated fair value of the Company’s short term notes payables recorded at amortized cost, approximates their carrying value as of September 30, 2026 due to the limited time remaining until maturity. Because the notes are scheduled to mature within twelve months of the balance sheet date, the effect of changes in market interest rates on fair value is not considered significant. The Company’s long-term debt consists primarily of the BFH Promissory Note. Management has determined that the difference between the estimated fair value and the carrying amount of the BFH Promissory Note as of September 30, 2026 is not material. Accordingly, the carrying value is considered a reasonable approximation of fair value.
| 23 |
Recurring Fair Value Measurements
RPD Convertible Note-Related party
The Company elected the fair value option under ASC 825, Financial Instruments (“ASC 825”) to account for the RPD Convertible Note, recording any related change in fair value recorded as change in fair value of debt- related party in the unaudited interim condensed consolidated statements of operations. There was no change in the instrument specific credit risk during the three months ended September 30, 2026.
The company estimated and recorded the fair value of the RPD Convertible Note upon its issuance date of April 1 2026 based on a bond plus option framework. The principal and interest cash flows were discounted at a rate which was back-solved as of the Issuance Date, then adjusted at each mark-to-market date to reflect changes in the rate corresponding to the company’s credit rating. The option valuation utilized Black Scholes option pricing model with two call options.
The valuation utilized significant Level 3 unobservable inputs including volatility, discount rate, and risk-free interest rate. Significant judgement is required in selecting the significant inputs and assumptions. Actual assumptions may differ from our current estimates and such difference could materially impact on the fair value of the RPD Convertible Note.
SCHEDULE OF FAIR VALUE OF THE RPD CONVERTIBLE NOTE
| Significant unobservable inputs | April 1, 2026 | |||
| Expected Volatility | % | |||
| Risk-Free Interest Rate | % | |||
| Discount Rate | % | |||
| Measurement inputs | % | |||
Refer to Note 12- “Notes and Convertible Notes Payable”, for the change in the carrying amount of the RPD Convertible note during the nine months ended September 30, 2026. The RPD Convertible Note was fully repaid as of September 30, 2026.
Non-recurring Fair Value Measurements
Certain assets, including long-lived assets and certain financial instruments, are measured at fair value on a non-recurring basis if it is determined that impairment indicators are present using Level 3 inputs.
During
the three and nine months ended September 30, 2026, the Company determined that no impairment indicators had occurred and consequently
no impairments were recorded during these periods. During the three and nine months ended September 30, 2025 the company recorded impairments
of $
NOTE 14 - COMMITMENTS AND CONTINGENCIES
From time to time, in the normal course of its operations, the Company is subject to litigation of matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that liability has been incurred, and the amount of the loss is known. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.
Disputed Fees
On
February 24, 2026, A.G.P. / Alliance Global Partners asserted it was allegedly owed fees in the amount of $
Effective
March 25, 2026, the Company settled this dispute with a payment of $
| 24 |
NOTE 15 - CAPITAL STOCK
Reverse Stock Split
On
June 6, 2025, the Company effected a
All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented.
Capital Contributions
There
were no capital contributions from the Company’s controlling shareholder in 2026. During the three and nine months ended September
30, 2025, the Company’s controlling shareholder made capital contributions 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
The
Company engaged Univest Securities LLC as a placement agent and agreed to pay a cash fee equal to
During
the three and nine months ended September 30, 2026, the Company issued nil and
| 25 |
Shares Issued for Cash Consideration
On
February 23, 2026, the Company closed an offering pursuant to a Securities Purchase Agreement (the “Purchase Agreement”),
entered into on February 19, 2026, with a certain institutional investor (the “Investor”), pursuant to which the Company
agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Offering”), (i)
Exercise of Pre-Funded Warrants
On
March 17, 2026, the Investor referred to in the Offering above, exercised the
Disputed Placement Agent Fees
As
further discussed in Note 14 Commitments and Contingencies above, effective March 24, 2026, the Company paid $
Stock Repurchase Plan
On
August 17, 2026, the board of directors of the Company authorized a stock repurchase plan (the “Repurchase Plan”), effective
August 25, 2026, pursuant to which up to $
Treasury
stock increased by
NOTE 16 – EQUITY COMPENSATION
Share Awards
In January 2026, the Company
issued
2025 Equity Incentive Plan
As
of September 30, 2026 there were
Stock-based
compensation costs recognized under the plan are recorded as selling, general and administrative expenses. Stock compensation costs
for the three and nine months ended September 30, 2026 were $
As
of September 30, 2026, there is no accrued stock compensation for awards earned and not granted. As of December 31, 2025, the Company
had accrued $
Stock Options Issued and Outstanding
A summary of stock option activity during the nine months ended September 30, 2026 is presented in the table below:
SCHEDULE OF OPTION ACTIVITY
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Options outstanding, December 31, 2025 | $ | $ | - | |||||||||||||
| Options exercisable December 31, 2025 | - | |||||||||||||||
| Options unvested as of December 31, 2025 | - | |||||||||||||||
| Granted | ||||||||||||||||
| Expired | ( | ) | - | - | ||||||||||||
| Forfeited | - | - | - | - | ||||||||||||
| Options outstanding as of September 30, 2026 | $ | $ | ||||||||||||||
| Options exercisable as of September 30, 2026 | - | |||||||||||||||
| Options unvested as of September 30, 2026 | ||||||||||||||||
| 26 |
The
weighted average grant date fair value of the stock options granted during the nine months ended September 30, 2026 was $
The
grant date fair value of the options granted was calculated using the Black-Scholes pricing model with the following assumptions:
Compensation
costs associated with stock options represented $
There were no stock options granted during the three and nine months ended September 30, 2025.
Restricted Stock Awards
A summary of restricted stock awards during the nine months ended September 30, 2026 is presented in the table below:
SUMMARY OF NON-VESTED STOCK OPTIONS ACTIVITY FOR EMPLOYEES AND CONSULTANTS
Number of Units | Weighted Grant Date Fair Value | Aggregate Intrinsic Value | ||||||||||
| Non-vested, December 31, 2025 | - | $ | - | $ | - | |||||||
| Granted | ||||||||||||
| Vested | - | |||||||||||
| Forfeited | - | - | - | |||||||||
| Non-vested, September 30, 2026 | $ | $ | ||||||||||
The
weighted average grant date fair value of the restricted stock granted during the nine months ended September 30, 2026, was $
Compensation
costs associated with restricted stock awards represented $
There
were
Equity Interest Agreements
In connection with the acquisition of RPD, the Company entered into Equity Interest Agreements with certain key consultants to promote the continued development and growth of the acquired business. Under the terms of the agreements, the three consultants are eligible to earn an aggregate equity interest representing up to 25% of the RPD’s outstanding equity over a three-year vesting period, subject to the satisfaction of continued service conditions.
The
Company accounts for these awards as share-based compensation in accordance with applicable accounting guidance. Compensation
expense is recognized on a graded-accelerated attribution basis over the requisite service period based on the grant-date fair value
of the awards. Share-based compensation expense recognized related to these awards was $
Other
Included
in additional paid-in capital is approximately $
| 27 |
NOTE 17 – WARRANTS ACCOUNTED FOR AS EQUITY
A summary of warrant activity and related information for the nine months ended September 30, 2026 is presented below:
SUMMARY OF WARRANT ACTIVITY
| Warrants | Weighted- Average Exercise Price | Weighted Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | $ | - | ||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | ( | ) | - | - | ||||||||||||
| Expired | - | - | - | - | ||||||||||||
| Outstanding September 30, 2026 | $ | $ | - | |||||||||||||
| Exercisable at September 30, 2026 | $ | $ | - | |||||||||||||
The aggregate intrinsic value for the warrants outstanding and exercisable as of September 30, 2026 and December 31, 2025 was $nil because the exercise price of the outstanding warrants exceeded the market price of the Company’s common stock at September 30, 2026.
During
the three months ending September 30, 2026,
Pre-Funded Warrants
As
further discussed above in Note 15 Capital Stock, on February 23, 2026, the Company closed an offering pursuant to a Securities
Purchase Agreement (the “Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor (the
“Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly
to the Investor (the “Offering”), (i)
A
holder of Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that,
after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group
together with the holder or any of the holder’s affiliates) would beneficially own in excess of
| 28 |
On
March 17, 2026, the Investor referred to in the Offering above, exercised the
Placement Agent Warrants – February 2026
In
connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with
Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”), pursuant to which the Company
engaged Titan Partners as the placement agent (the “Placement Agent”) in connection with the Offering. The Company issued
to the Placement Agent placement agent warrants to purchase up to
Bridge Loan Warrants
As
part of the Share Exchange, the Company acquired a number of warrants that had been issued in conjunction with a bridge loan in the Company
before the Share Exchange occurred. Such warrants are exercisable, for a period of
Placement Warrants – November 2025
On
November 21, 2025, the Company completed a registered direct offering with certain investors, issuing
NOTE 18 – NONCONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARIES
RPD Equity Interests
In
connection with the acquisition of RPD, the Company entered into Equity Interest Agreements with certain key consultants to promote the
continued development and growth of the acquired business. Under the terms of the agreements, the three consultants are eligible to earn
an aggregate equity interest representing up to
SCHEDULE OF CHANGES IN NON-CONTROLLING INTEREST
| Changes in non-controlling interest in consolidated subsidiaries | Nine Months Ended September 30, 2026 | |||
| Noncontrolling interest, beginning of period | $ | - | ||
| Increase due to vesting of equity interest | ||||
| Net income attributable to noncontrolling interest | ( | ) | ||
| Noncontrolling interest, end of period | $ | |||
| 29 |
Abundia Biomass to Liquids Limited
From
the date of its formation, Abundia Biomass to Liquids Limited was owned
During
the nine months ended September 30, 2025, $
Effective October 26, 2025, the noncontrolling interest in Abundia Biomass to Liquids Limited was cancelled with the consent of the former officer of the Company as part of his separation agreement with the Company.
AGIG Plastics to Liquids LLC
From
the date of its formation Abundia Plastics to Liquids LLC was owned
Effective
July 1, 2025, following the Share Exchange, a warrant issued to one of our technology providers vested and was exercised resulting in
the technology provider becoming a
Since formation, Abundia Plastics to Liquids LLC has not recognized any income or incurred any expenses and has had no net assets held beyond the technology license held with the provider.
Accordingly, the non-controlling interest in Abundia Plastics to Liquids LLC has no value at this time.
NOTE 19 – LOSS PER COMMON SHARE
Basic loss per common share-basic is calculated by dividing net loss attributable to AGIG by the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per common share includes the effect of potentially dilutive securities, except in periods in which the Company reports a net loss. For periods presented with a net loss, all potentially dilutive securities have been excluded from the calculation of diluted loss per common share because their effect would be anti-dilutive. Accordingly, as the Company is in a net loss position for all periods presented, basic and diluted loss per common share are the same.
As of September 30, 2026, and 2025, the company had the following potentially dilutive securities outstanding that were excluded from the computation of diluted net loss per common share, as the inclusion of such shares would be anti-dilutive.
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE
| 2026 | 2025 | |||||||
| September 30 | ||||||||
| 2026 | 2025 | |||||||
| Stock warrants | ||||||||
| Stock options | - | |||||||
| Unvested restricted stock awards | - | |||||||
| Total | ||||||||
NOTE 20- SUBSEQUENT EVENTS
Subsequent
to September 30, 2026, the Company received an additional advance under its existing Bower Family Holdings (“BFH”)
promissory note agreement in the principal amount of $
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| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Information
This Quarterly Report on Form 10-Q of Abundia Global Impact Group, Inc. (the “Company”) for the quarterly period ended September 30, 2026 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which are intended to be covered by the safe harbors created thereby. To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement, where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.
The actual results or events may differ materially from those anticipated and as reflected in forward-looking statements included herein. Factors that may cause actual results or events to differ from those anticipated in the forward-looking statements included herein include the Risk Factors described in Item 1A herein, in our Annual Report on Form 10-K for the year ended December 31, 2025.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law in the normal course of our public disclosure practices.
Overview
On July 1, 2025, the Company, as HUSA, acquired all of the outstanding units of AGIG. Prior to the Share Exchange, the Company previously operated as an independent oil and gas company, focusing on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the U.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy of oil and gas assets as well as AGIG LLC’s business.
For accounting purposes, the Share Exchange is treated as a reverse acquisition, with AGIG as the surviving entity. As such, the historical financial statements of the accounting acquirer, AGIG, became the historical consolidated financial statements of the Company.
The Company now primarily operates as a low-carbon energy solutions company. Through our subsidiary, AGIG LLC, the Company is focused on using waste products to decarbonize the energy, fuels, and chemicals sector by providing renewable alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place. Demand for these low-carbon products continues to grow due to regulatory requirements and industry commitments to decarbonize supply chains.
On April 1, 2026, the Company acquired 100% of the membership interests of RPD Technologies Americas, LLC (“RPD”) from Abundia Financial, LLC (“Abundia Financial”), the Company’s controlling shareholder, pursuant to a Membership Interest Purchase Agreement. RPD is an engineering and technology services company that provides process development, pilot plant operations, engineering design and technology commercialization services to customers in the energy, refining, petrochemical, and renewable fuels industries. RPD assists clients with evaluation, development, scale-up, testing and commercialization of proprietary and third-party technologies.
The acquisition was completed for an aggregate consideration of $4,800,000. As both the Company and RPD were under common control of Abundia Financial immediately before the transaction, the acquisition was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities acquired were recorded at their historical values, and the Company’s consolidated financial statements have been adjusted retrospectively to reflect the combined operations of the entities for all periods presented, as applicable. Following the acquisition, RPD operates as a 87% owned subsidiary of the Company, and its financial position, results of operations and cashflows are included in the Company’s unaudited condensed consolidated financial statements
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Critical Accounting Estimates and Policies
This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies are particularly important to the understanding of our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates, including but not limited to business combinations, valuation of warrants, oil and gas reserves, and impairment of long-lived assets. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results could materially differ from those estimates. For information regarding our critical accounting policies as well as recent accounting pronouncements, see Note 3 of our unaudited condensed consolidated financial statements.
As a result of the acquisition of RPD on April 1, 2026 which was accounted for as a common control transaction, the majority of the Company’s revenue is now generated from engineering and process development services. The revenue from these services includes contracts in which revenue is recognized overtime. The application of this accounting policy requires significant management judgement and estimates, including the determination of total expected project costs, progress towards completion and timing of satisfaction of performance obligations. Changes in these estimates could have a material impact on the amount and timing of revenue recognized. As the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 was filed before the acquisition, we have identified revenue recognized over time as a new critical accounting estimate. Progress toward completion is measured using an input method, generally based on cost incurred and labor hours relative to the total estimated costs and labor hours to complete each contract. This method requires management to make significant estimates, including the total expected costs or labor hours to complete each project, the progress toward satisfying each performance obligation, and the amount of consideration expected to be received. These estimates are reviewed each reporting period and are based on project budgets and information from project managers and customers. Changes in these estimates are recognized on a cumulative catch-up basis in the period in which they are identified. Because RPD’s revenue is generated from a limited number of contracts at any given time, a change in estimated costs to complete on a single contract could have a material effect on revenue, contract assets, and deferred revenue in a given period. If a contract is expected to result in a loss, the entire estimated loss is recognized in the period in which the loss becomes evident.
Other than the addition of revenue recognized overtime as described above, there have been no material changes to our critical accounting estimates from those reported in our Annual Report on 10-K for the fiscal year ended December 31, 2025.
Results of Operations
The following discussion compares our results of operations for the three and nine months ended September 30, 2026 and 2025. In July 2025, we completed the Share Exchange and transitioned from a legacy oil and gas company to a development-stage low-carbon energy solutions company. As set out in Note 5 – Acquisition, the Share Exchange was accounted for as a reverse acquisition under ASC 805, with AGIG treated as the accounting acquirer and HUSA treated as the acquired company for financial reporting purposes. On this basis the operating results of the legacy oil and gas segment were included in the consolidated results of operations from the date of the Share Exchange which means that there is no comparative financial information included for this segment.
Revenue- Oil and Gas. The Oil and Gas segment generates revenue from oil and gas operations whereas Renewables is in pre-revenue stage, primarily incurring research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. Total revenue from the oil and gas segment decreased $71,552 quarter over quarter for the three months ended September 30, 2026 from the three months ended September 30, 2025 due to a decrease in volume of production from the leases. Total revenue increased $204,444 year over year for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. The increase was primarily due to the timing of the Share Exchange, which occurred at the beginning of the third quarter of 2025. As a result, the 2025 period includes only three months of Oil and Gas revenue, compared to nine months in 2026.
Revenue-RPD. The RPD segment generates revenue from engineering and process development services primarily in the energy, refining, petrochemical and renewables fuel industries. The revenue from the RPD segment increased by $855,825 for the three months ended September 30, 2026 from the three months ended September 30, 2025. The revenue from the RPD segment increased by $3,396,682 for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. The increase was driven by the successful relocation of the Company’s facility. During 2025, the Company was in process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels. The year-over-year increase is also impacted by the timing of the common control transaction, the statement of operations for the nine months ended September 30, 2025 includes operating activity from April 16, 2025 only, compared to the nine months ended September 30, 2026.
Cost of revenue and gross margin- RPD. Cost of revenue increased by $271,799 for the three months ended September 30, 2026 from the three months ended September 30, 2025 and by $1,420,371 for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. Gross margin increased $584,026 for the three months ended September 30, 2026 from the three months ended September 30, 2025 and $1,976,311 for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. The increase was primarily driven by the relocation of the Company’s facility. During 2025, the Company was in the process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels and related costs. The year-over-year increase is also impacted by the timing of the common control transaction. The statement of operations for the nine months ended September 30, 2025 includes operating activity from April 16, 2025 only, compared to the nine months ended September 30, 2026.
General and Administrative Expenses. General and administrative expense decreased $2,016,516 during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease is primarily driven by the costs of the share exchange occurring in Q3 2025. General and administrative expenses increased $4,521,058 during the nine months ended September 30, 2026 from the nine months ended September 30 2025. The change in general and administrative expenses was attributable to increased compliance costs associated with being a public company including increased spend on investor relations and legal costs. Additionally, the Company incurred approximately $600,000 in costs during 2026 related to the relocation of the RPD site for incremental storage, disposals and assembly fees. This is furthered by the statement of operations only including six months of general and administrative expenses related to the RPD business compared to nine months in 2026.
Write off patent application costs: During the three and nine months ended September 30, 2026 the company recognized impairment charges of $1,000,017 and $1,474,311, respectively, related to capitalized patent application costs. The impairment charges arose primarily from management’s strategic decision to advance an alternative biomass technology platform that has demonstrated a higher level of technical maturity and provides a clearer path to commercial scale deployment than certain legacy biomass conversion technologies previously under development. As the Company refined its technology strategy and progressed discussions with strategic technology partners during 2026, management reassessed the future economic benefit associated with various pending patent applications related to earlier biomass technology initiatives. Based on this evaluation, management determined that certain patent applications were no longer aligned with the Company’s planned commercialization pathway and were unlikely to generate future economic benefits. Accordingly, the Company elected to abandon those patent filings and wrote off the related capitalized application costs. The impairment charge is non-cash in nature and reflects a strategic reallocation of resources toward technologies that management believes offer greater commercial viability and scalability. The Company continues to maintain and pursue intellectual property protections for technologies that support its current business strategy and long-term growth objectives.
Success fee paid on Share Exchange by Controlling Shareholder. During the three and nine months ended September 30, 2025, the Company recognized a non-cash expense of $12,390,253 related to a success fee paid by the Company’s controlling shareholder on the Company’s behalf in connection with the Share Exchange completed on July 1, 2025. As the fee was paid by the controlling shareholder, the Company recorded a corresponding capital contribution in additional- paid in capital and the expense had no effect on the Company’s cash. No comparable expense was incurred during the three and nine months ended September 30, 2026, as the fee related solely to the Share Exchange. This transaction was a primary driver of the decrease in total operating costs and net loss in the 2026 period compared with the 2025 periods.
Shares issued as commitment fee for equity line of credit. During the three and nine months ended September 30, 2025, the Company recognized a non-cash expense of $3,342,300 for 300,000 shares of common stock issued to the ELOC Investor as a commitment fee upon entering into the ELOC Purchase Agreement on July 10, 2025. The commitment fee was a one-time charge incurred at the inception of the facility, and no comparable expense was incurred during the three and nine months ended September 30, 2026. This transaction was a primary driver of the decrease in total operating costs and net loss in the 2026 periods compared with the 2025 periods.
Other Income (Expense). Other income/expenses, net, totaled ($212,002) and $(442,608) during the three and nine months ended September 30, 2026, respectively, compared to $(288,435) and $280,176 during the three and nine months ended September 30, 2025. The increase quarter over quarter is due to the loss on extinguishment on the HUSA Convertible note incurred during the third quarter of 2025 and the decrease year over year is primarily related to the end of the grant and the related income in 2025 with no similar income receivable in 2026.
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Financial Condition
Liquidity and Capital Resources. As of September 30, 2026, the Company had cash and cash equivalents of $2,809,066 and a working capital deficit of $7,317,398, compared to cash and cash equivalents of $4,790,964 and a working capital deficit of $1,022,432 at December 31, 2025. The decrease in cash was primarily attributable to increased investment in the Company’s technology development initiatives during the current year. Capital expenditures associated with construction activities, cash flows from financing activities, and cash acquired through the prior-year share exchange transaction were generally consistent with the prior year. The increase in the working capital deficit was primarily driven by the reduction in cash balances, as well as the reclassification of certain debt obligations to current liabilities as they become due within the next twelve months.
The Renewables segment of the Company is pre-revenue and will not generate revenue from product sales unless and until we successfully construct and commission the plastics recycling facility. In addition, we will likely incur significant expenses related to engineering and design services, product sales, marketing, and distribution activities.
We have evaluated whether the acquisition of RPD impacts the Company’s conclusion that there is substantial doubt about the Company’s ability to continue as a going concern. We have concluded RPD’s operating cashflows would not be sufficient to fund the capital expenditures and working capital requirements necessary to sustain and grow the overall business and therefore, the RPD acquisition has not impacted such conclusions.
As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings and debt financings and other sources, such as potential collaboration agreements, strategic alliances and product pre-sales. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on acceptable terms, or at all. Our failure to raise capital or enter into such agreements as and when needed could have a material adverse effect on our business, results of operations and financial condition. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.
Cash Flows. Operating activities used cash of $8,933,862 during the nine months ended September 30, 2026, compared to $5,789,927 used during the nine months ended September 30, 2025. The increase in cash outflows from operating activities was primarily attributable to the increased activities of the combined business, including compliance costs, professional fees and increased staff costs. Additionally, the 2025 net loss included $15,732,553 of non-cash charges for the success fee and commitment fee,
Investing. Investing activities used cash of $ 11,839,654 during the nine months ended September 30, 2026, compared to $1,839,093 used during the nine months ended September 30, 2025. The change in cash used for investing activities was primarily attributable to the construction in progress at the Cedar Port Property, further investment in technology licenses and the acquisition of RPD.
Financing. Financing activities raised cash of $18,766,736 during the nine months ended September 30, 2026, compared to $8,559,473 raised during the nine months ended September 30, 2025. The change in cash received from financing activities was primarily attributable to the registered direct offering in February 2026.
Long-Term Liabilities. As of September 30, 2026, we had long-term liabilities of $6,754,773 compared to $6,439,464 at December 31, 2025. This reflects the AGIG Convertible Note which matures on January 1, 2027, this means it is now due in less than one-year and recorded as a short-term liability which is offset by the 6,500,000 BFH Promissory Note proceeds received in August 2026 and due in August 2028.
Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements or guarantees of third-party obligations at September 30, 2026.
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| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are not required to provide the information required by this Item, as we are a smaller reporting company.
| ITEM 4 | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Company’s Chief Financial Officer who also serves as our principal financial officer, we conducted an evaluation as of September 30, 2026 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, the Company’s Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2026.
This conclusion reflects the presence of material weaknesses in our internal control over financial reporting, including deficiencies in the formal control environment and control activities, such as incomplete risk assessments relating to segregation of duties and the risk of material misstatement. Management also identified a material weakness related to accounting for significant and non-standard transactions, which could result in errors or misstatements that may not be prevented or detected on a timely basis.
We have initiated remediation efforts designed to enhance our control environment, formalize risk assessment processes, and strengthen review and approval procedures for significant and non-standard transactions. These remediation activities are ongoing. Until such measures are fully implemented and operating effectively for a sufficient period, we cannot conclude that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
On April 1, 2026, the Company acquired RPD Technologies Americas, LLC (“RPD”). The Company is currently integrating RPD’s operations, processes, and internal control environment into its overall system of internal control over financial reporting. In accordance with applicable SEC guidance, management’s evaluation of the effectiveness of the Company’s internal control over financial reporting excludes the internal controls of RPD during the fiscal year of acquisition. Management is in the process of evaluating and integrating RPD’s internal control framework and expects to implement any necessary changes to align RPD’s controls with the Company’s internal control environment. Other than the integration activities related to the acquisition of RPD there were no changes to the internal control over financial reporting of the company identified in connection with the Company’s evaluation referred to above that occurred during the quarter ended September 30, 2026.
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PART II-OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become subject to legal proceedings, claims, or litigation arising in the ordinary course of business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.
Item 1A. Risk Factors
Except as set forth below, there have been no material changes to the risk factors disclosed in part 1, Item 1A of our annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Company and Business Risks- RPD Technologies
RPD success depends on its ability to successfully execute complex, first-of-a kind pilot demonstration projects for customers.
RPD’s business depends on its ability to successfully design, engineer, fabricate, commission and operate pilot plants, demonstration units and process validation programs for customers developing new and emerging technologies. Such projects are inherently complex and often involve first-of-a-kind processes, evolving engineering requirements, changing technical specifications and operational uncertainties. There can be no assurance that RPD will successfully execute all projects within expected budgets, schedules or performance requirements, or that customers will continue to fund, modify or complete projects. Delays, changes in project scope, technical challenges or the suspension or cancellation of customer projects could adversely affect RPD’s revenues, profitability and operating results.
Demand for RPD’s services depends on customer capital spending and technology commercialization activity.
Demand for RPD’s engineering, fabrication, pilot plant and process validation services is influenced by capital spending, research and development budgets and commercialization activity across the energy, petrochemical, chemical, renewable fuels and industrial sectors. Reductions in customer capital expenditures, delays or cancellations of technology development programs, adverse economic conditions, lower commodity prices, changes in government policies or incentives, or a customer’s inability to obtain or maintain project financing could reduce demand for RPD’s services and adversely affect its business, financial condition and results of operations.
RPD’s business depends on availability of skilled personnel and timely procurement of equipment and materials.
RPD’s business depends on the availability of skilled engineering, fabrication, commissioning and operations personnel, as well as the timely procurement of equipment, fabricated components and specialized materials used in customer projects. Labor shortages, increased competition for technical personnel, supply chain disruptions, vendor delays, cost inflation or the inability to source critical equipment may increase project costs, delay project execution or reduce operating margins. In addition, because many customer projects are custom-engineered and fixed in scope, RPD may have limited ability to recover unexpected cost increases.
RPDs revenue is concentrated in a limited number of projects, delays or cancellations of projects will affect operating results and cashflows.
RPD generates revenue from a limited number of engineering and pilot-scale projects, many of which are highly specific and specialized. Customer projects may be delayed, suspended, modified or terminated due to changes in funding availability, corporate priorities, technical results, permitting, market conditions or other factors outside of RPD’s control. Because project revenues are often recognized over the duration of individual contracts, the delay, cancellation or postponement of one or more significant projects could materially affect RPD’s revenues, operating results and cash flows during a particular reporting period.
Risks Related to the Company’s Legal, Regulatory, and Environmental, Health and Safety Matters
RPD’s operations involve the handling of hazardous materials and are subject to environmental laws and regulations, violations of which could result in fines, remediation costs, or operational interruptions.
RPD’s operations involve the handling, storage, testing and processing of feedstocks, chemicals and process streams that may be hazardous, flammable, toxic or otherwise regulated. RPD is subject to federal, state and local laws and regulations governing the generation, use, handling, storage, transportation, treatment and disposal of hazardous and non-hazardous materials and wastes. Any failure to comply with these requirements, or any release, spill, contamination event or other environmental incident, could result in fines, penalties, remediation obligations, operational interruptions, third-party claims and increased compliance costs, any of which could materially adversely affect our business, financial condition and results of operations.
Changes in environmental regulations, permits or incentive programs applicable to renewable fuels and low carbon technologies could reduce demand for RPDs services.
RPD’s business and the businesses of our customers may depend in part on the availability of federal, state and local permits, approvals and regulatory incentives applicable to renewable fuels, low-carbon fuels, recycling, waste-to-value technologies and related environmental attributes. Changes in laws, regulations, permit requirements, agency interpretations or the availability or value of credits, incentives or environmental attributes, including programs such as the Renewable Fuel Standard or state low-carbon fuel programs, could adversely affect the economics of customer projects, reduce the availability of project funding, delay or cancel customer investments, or otherwise reduce demand for our engineering, fabrication, pilot plant and process validation services.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 17, 2026, the board of directors of the Company authorized the repurchase of up to $5,000,000 of the Company’s outstanding common stock effective August 25, 2026 under the specified terms of a share repurchase program (the “Repurchase Plan”). The Program does not obligate the Company to acquire any specific number of shares and shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The following table summarizes the Company’s repurchases of its common stock during the three months ended September 30, 2026
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share(2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3) | ||||||||||||
| August 1, 2026 – August 31, 2026 | 92,631 | $ | 0.98 | 92,631 | $ | 4,908,892 | ||||||||||
| September 1, 2026 – September 30, 2026 | 524,121 | $ | 1.20 | 524,121 | $ | 4,280,356 | ||||||||||
| Total for the Three Months Ended September 30, 2026 | 616,752 | $ | 1.17 | 616,752 | $ | 4,280,356 | ||||||||||
1) All shares were repurchased in open-market transactions under the Repurchase Plan described in footnote (3). The Company did not repurchase any shares outside of the Repurchase Plan during the three months ended September 30, 2026.
(2) Average price paid per share excludes margin and service fees paid to the Company’s broker.
(3) The amounts shown represent the remaining dollar value available under the Repurchase Plan as of the end of each period, excluding margin and service fees.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Incorporation of the Registrant, dated April 2, 2001 (incorporated by reference to the Company’s Registration Statement on Form S-4 filed with the SEC on August 3, 2001). | |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective September 25, 2001 (incorporated by reference to the Company’s Registration Statement on Form S-4/A filed with the SEC on October 1, 2001). | |
| 3.3 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective June 13, 2013 (incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on April 23, 2013). | |
| 3.4 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective July 31, 2020 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2020). | |
| 3.5 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective October 17, 2024 (incorporated by reference to the Company’s Registration Statement on Form S-3 filed with the SEC on October 22, 2024). | |
| 3.6 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective May 22, 2025 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on July 31, 2025). | |
| 3.7 | Certificate of Amendment of the Certificate of Incorporation of the Registrant, effective June 4, 2025 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on July 31, 2025). | |
| 3.8 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective October 9, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2025). | |
| 3.9 | Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective December 5, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2025). | |
| 3.10 | Second Amended and Restated Bylaws of the Registrant, effective December 5, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2025). | |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2026). | |
| 4.2 | Senior Secured Convertible Promissory Note, dated as of April 1, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2026). | |
| 4.3 | Secured Promissory Note, dated as of August 15, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2026). | |
| 10.1 | The Company’s 2025 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on January 26, 2026). | |
| 10.2 | Form of Restricted Stock Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on January 26, 2026). | |
| 10.3 | Form of Stock Option Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on January 26, 2026). | |
| 10.1 | Membership Interest Purchase Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2026). | |
| 10.2 | Security Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2026). | |
| 10.3 | Securities Purchase Agreement, dated as of August 15, 2026, by and between the Company and Bower Family Holdings, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2026). | |
| 10.4 | Security Agreement, dated as of August 15, 2026, by and between the Company and Bower Family Holdings, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2026). | |
| 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.
| ABUNDIA GLOBAL IMPACT GROUP, INC. | ||
| Date: November 6, 2026 | By: | /s/ Edward Gillespie |
| Edward Gillespie | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 6, 2026 | By: | /s/ Lucie Harwood |
| Lucie Harwood | ||
| Chief Financial Officer | ||
| (Principal
Financial Officer and Principal Accounting Officer) | ||
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