RPD deal gives Abundia Global Impact (AGIG) new revenue arm
Rhea-AI Filing Summary
Abundia Global Impact Group, Inc. completed the acquisition of RPD Technologies Americas, LLC from its controlling shareholder Abundia Financial, LLC for $4,040,000, paid via a senior secured convertible note. The note bears 10% annual interest, matures one year after closing, and is convertible after maturity into common stock at 80% of a three-day VWAP, subject to a $0.29 per share floor price.
Abundia Financial, which owns about 63% of Abundia’s common stock, received a security interest in all RPD membership interests. The unregistered note and underlying shares were issued under Section 4(a)(2) and Regulation D. RPD, with roughly 20 employees, becomes a wholly owned subsidiary, adding an immediate revenue stream and engineering capabilities in refining, petrochemical and renewables.
Positive
- None.
Negative
- None.
Insights
Abundia adds a services business using a related-party convertible note.
Abundia Global Impact Group acquired RPD Technologies for $4,040,000 using a senior secured convertible note instead of cash. The note bears 10% interest, matures after one year, and can convert into equity at a discount to a short-term VWAP with a $0.29 floor.
The seller, Abundia Financial, already holds about 63% of Abundia’s common stock, so this is a related-party deal that increases its secured creditor position. Default terms step interest up to 15%, which could be meaningful if liquidity becomes strained.
Strategically, RPD brings roughly 20 employees, over 100 years of combined engineering scale-up experience, and an existing revenue pipeline in refining, petrochemical and renewables. Management highlights immediate revenue contribution and better vertical integration of Abundia’s waste-to-value model, but overall performance will depend on execution and future demand for RPD’s services.
8-K Event Classification
Key Figures
Key Terms
senior secured convertible note financial
VWAPs financial
Security Agreement financial
Section 4(a)(2) regulatory
Regulation D regulatory
forward-looking statements regulatory
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On April 1, 2026 (the “Closing Date”), Abundia Global Impact Group, Inc. (the “Company”), RPD Technologies Americas, LLC (“RPD”) and Abundia Financial, LLC (“Abundia Financial”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company acquired (the “Acquisition”) all the issued and outstanding membership interests of RPD (the “Membership Interests”) from Abundia Financial for the consideration of $4,040,000, payable in the form of a senior secured convertible cote (the “Convertible Note”). The Convertible Note is secured, and in connection therewith, the parties entered into a security agreement (the “Security Agreement”). Abundia Financial is considered the Company’s controlling shareholder, and it holds approximately 63% of the issued and outstanding shares of common stock of the Company, par value $0.001 per share (the “Common Stock”).
Purchase Agreement
Pursuant to the terms of the Purchase Agreement, on the Closing Date, on the terms and subject to the conditions set forth in the Purchase Agreement, Abundia Financial sold to the Company, the Membership Interests, free and clear of all encumbrances, for the consideration mentioned above.
The Purchase Agreement contains representations and warranties from the Company, on the one hand, and RPD and Abundia Financial, on the other hand, customary for a transaction of this nature. The Purchase Agreement also contains customary covenants and agreements, including with respect to the operations of the business of RPD and the Company’s access to information of RPD. The completion of the Acquisition was also subject to closing conditions, customary for a transaction of this nature.
Convertible Note
Pursuant to the Purchase Agreement, in connection with the closing, the Company issued the Convertible Note in an aggregate principal amount of $4,040,000, due on the first anniversary of the closing (the “Maturity Date”). The Company agreed to pay interest on the aggregate unconverted and then outstanding principal amount of the Convertible Note at the rate of ten percent (10%) per annum. The payment of the accrued interest shall occur on the last business day of each calendar quarter.
The Convertible Note can be converted, partially or entirely, into shares of Common Stock, any time after the Maturity Date, at a conversion price equaling to 80% of the average of the VWAPs (as defined in the Purchase Agreement) during the three (3) consecutive Trading Days (as defined in the Purchase Agreement) ending on the Trading Day that is immediately prior to the Conversio Date (as defined in the Purchase Agreement), subject to a floor price of $0.29 per share.
The Convertible Note includes customary event of default provisions. Upon the occurrence of an event of default, the Convertible Note and all amounts due thereunder shall become immediately due and payable in cash without notice. Additionally, upon the occurrence of an event of default, Abundia Financial is entitled to increase the rate of interest on the aggregate outstanding principal balance and any other amounts then owing by the Company to Abundia Financial to fifteen percent (15%) per annum.
Security Agreement
On the Closing Date the Company entered into the Security Agreement, which granted to Abundia Financial a security interest in all of the Membership Interests. The Security Agreement contains representations and warranties from the Company and RPD, customary for a transaction of this nature. The Security Agreement also contains customary covenants for a transaction of this nature.
The foregoing summaries of the Convertible Note, the Purchase Agreement, and the Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K (the “Form 8-K”), which are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information under Item 1.01 of this Form 8-K related to the Acquisition is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 of this Form 8-K related to the Convertible Note is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information under Item 1.01 of this Form 8-K related to the shares of Common Stock underlying the Convertible Note is incorporated herein by reference.
The issuance of the Convertible Note and the shares of Common Stock underlying the Convertible Note are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering.
Item 8.01. Other Events
On April 1, 2026, the Company issued a press release (the “Press Release”) announcing the completed of the Acquisition. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 4.1* | Convertible Note, dated as of April 1, 2026 | |
| 10.1* | Membership Interest Purchase Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial. | |
| 10.2* | Security Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial. | |
| 99.1 | Press Release, dated April 1, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABUNDIA GLOBAL IMPACT GROUP, INC. | ||
| Dated: April 2, 2026 | ||
| By: | /s/ Edward Gillespie | |
| Name: | Edward Gillespie | |
Exhibit 99.1
Abundia Global Impact Group Completes Strategic Acquisition of RPD Technologies
Strengthens Abundia’s vertically integrated business strategy by expanding operations, capabilities and value proposition of its scalable waste-to-value model; recognizes immediate revenue stream
HOUSTON,
TX – April 1, 2026 – Abundia Global Impact Group, Inc. (NYSE American: AGIG) (“Abundia” or the “Company”),
a low-carbon energy solutions company focused on converting biomass and plastics waste into high-value low-carbon fuels, today announced
that it has completed the acquisition (the “Acquisition”) of RPD Technologies Americas, LLC (“RPD”), a scale-up
project development firm focused on
Abundia – RPD Acquisition Strategic Highlights
| ● | Establishes Additional Revenue Stream and Long-term Conversion Pipeline: Adds revenue generating business to Abundia’s financial profile with longer term realization of high-margin economics to deliver on the Company’s commitment to drive shareholder value | |
| ● | Increased Scale and Operational Capabilities: Adds a new business vertical offering an existing customer base, long-term opportunity pipeline and team of scale up project development and engineering experts in refining, petrochemical and renewables that establishes this unit as a core competency | |
| ● | Expands Vertically Integrated Waste-to-Value Model: Integrates into Abundia’s model bringing development and scale up capabilities in-house and increases exposure to the full economic value chain of its waste-to-value vertically integrated platform | |
| ● | Strengthens Competitive Advantage to Form a Resilient Business: Distinguishes Abundia’s market position as a waste-to-value supply chain consolidator while strengthening and diversifying its operations and financial performance |
“We’ve entered the second quarter with strong momentum led by the acquisition of RPD, fulfilling another meaningful milestone for Abundia,” said Ed Gillespie, Chief Executive Officer of Abundia. “This strategic execution underscores our disciplined approach to high value M&A opportunities that enhance our business’s ability to operate across the waste-to-value chain as a fully integrated producer of renewable products. RPD’s services business creates diversification within Abundia’s capabilities and complements the renewable products business. In parallel, we gain immediate top line growth from a revenue generating business with an established pipeline of future business. Over time, we believe RPD’s long-term opportunities will grow as we relocate its operations to the Innovation Center, currently under construction and specifically designed to cater to larger projects, positioning RPD for expansion.”
“Importantly, by converging RPD’s capabilities and its highly skilled team with Abundia’s waste-to-value project, we unlock a valuable cog in our current development cycle that strengthens our vertical integration strategy. Of particular focus is RPD’s proven track record in the development and scaling of processes in the petrochemical and renewable energy industries. This new unit will organically accelerate the company’s trajectory by assisting in the next phase of engineering the Biomass technology stack,” concluded Mr. Gillespie.
Transaction Overview
RPD initiated operations in 2019 as a project developer within the energy space offering engineering and design support for the development, scale up and commercialization of new technologies focused on refining, petrochemical and renewables. RPD’s team of approximately twenty (20) employees and engineers augment Abundia’s business with expertise in operations, engineering, process safety and quality control, and technical mechanics with a combined 100 + years of chemical engineering scale-up experience.
Revenue
generated by RPD will be
Abundia’s acquisition of RPD aligns with its long-term strategic priorities reflected in the establishment of an incremental revenue-generating core competency under its vertically integrated waste-to-value business model. Abundia will benefit from RPD’s existing pipeline and revenue stream and favorably positions the Company to generate long-term value to shareholders. Additionally, the Acquisition demonstrates Abundia’s disciplined and strategic M&A approach, adding a services vertical that accelerates value generation. As a unit of Abundia, the RPD team will be well positioned to grow and expand operations, assets, and capabilities, supporting operating and revenue growth as it scales into a larger business.
About Abundia Global Impact Group, Inc.
Abundia Global Impact Group, Inc. (NYSE American: AGIG), formerly Houston American Energy Corp., is a low-carbon energy company focused on converting waste into value. Headquartered in Houston, Texas, we are developing commercial-scale facilities that transform waste plastics and biomass into drop-in fuels and low-carbon chemical feedstocks. Our flagship project at Cedar Port positions Abundia at the center of the Gulf Coast’s energy and chemical infrastructure, with access to feedstock supply chains, upgrading partners, and end markets.
For more information, please visit www.abundiaimpact.com.
About RPD Technologies Americas, LLC
RPD is a project development firm focused on the design, development, scale up and commercialization of new technologies in the refining, petrochemical and renewables space. Collectively, the RPD team accounts for over 100+ years of chemical engineering and scale up experience. RPD’s capabilities consist of project inception and design, the construction commissioning start-up stage, experimental operations phase, scale up analysis and modeling. A critical element of RPD’s capabilities in renewable energy is expansive experience with the technologies and mechanics associated with the refining process of various feedstock including pyrolysis-oils, biomass, plastics and derivatives streams, naphtha, UMO, VGO, and lipids. RPD was founded in 2019 and with headquarters in the Cedar Port Industrial Park in Baytown, TX. To learn more, visit www.rpdtechnologies.com.
Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking information generally is accompanied by words such as “believe,” “may,” “will,” “could,” “intend,” “expect,” “plan,” “predict,” “potential” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this press release includes, but is not limited to, statements about the Company’s expectations with respect to the Acquisition, including statements regarding the benefits of the Acquisition, the implied valuation of the Company, the products offered by the Company and the markets in which it operates, and the Company’s projected future results and market opportunities, as well as information with respect to the Company’s future operating results and business strategy. Actual results may differ materially from those indicated by these forward-looking statements as a result of a variety of factors, including, but not limited to: (i) risks and uncertainties impacting the Company’s business including, risks related to its current liquidity position and the need to obtain additional financing to support ongoing operations, the Company’s ability to continue as a going concern, the Company’s ability to maintain the listing of its common stock on NYSE American, the Company’s ability to predict its rate of growth, and (ii) other risks as set forth from time to time in the Company’s filings with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are beyond the control of the Company.
With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing the Company’s business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.
All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
Investors:
CORE IR
IR@abundiaglobalimpactgroup.com
FAQ
What did Abundia Global Impact Group (AGIG) acquire in this 8-K filing?
Abundia Global Impact Group acquired RPD Technologies Americas, LLC, a project development firm focused on refining, petrochemical and renewables. RPD brings design, construction and pilot-plant operations capabilities, plus consulting services, and will operate as a wholly owned subsidiary contributing an immediate revenue stream.
How much did Abundia Global Impact Group (AGIG) pay for RPD Technologies?
Abundia agreed to pay $4,040,000 for all RPD membership interests. Instead of cash, the consideration is a senior secured convertible note issued to Abundia Financial, with interest, maturity and conversion features defined in the Membership Interest Purchase Agreement.
What are the key terms of the Abundia Global Impact (AGIG) convertible note?
The senior secured convertible note has a $4,040,000 principal amount, 10% annual interest, and is due one year after closing. After the maturity date, it can convert into common stock at 80% of a three-day VWAP, with a floor price of $0.29 per share.
Who sold RPD Technologies to Abundia Global Impact Group (AGIG)?
Abundia Financial, LLC, Abundia’s controlling shareholder, sold all membership interests in RPD to the company. Abundia Financial holds approximately 63% of Abundia’s outstanding common stock and received the senior secured convertible note as consideration for the transaction.
How will the RPD acquisition affect Abundia Global Impact Group’s (AGIG) business model?
The RPD acquisition adds a services and project-development vertical to Abundia’s waste-to-value platform. Management highlights immediate revenue, an existing customer pipeline, and enhanced in-house engineering and scale-up capabilities that support its vertically integrated biomass and plastics conversion strategy.
Was the Abundia Global Impact (AGIG) convertible note registered with the SEC?
No. The convertible note and the shares of common stock underlying it were not registered under the Securities Act. They were issued in reliance on exemptions from registration under Section 4(a)(2) and/or Regulation D for transactions not involving a public offering.