Abundia Global Impact (AGIG) to restate Q3 2025 after $12.4M fee omission

Rhea-AI Filing Summary

Abundia Global Impact Group, Inc. determined that investors should no longer rely on its unaudited interim financial statements for the three and nine months ended September 30, 2025 because general and administrative expenses were understated.

The error stems from a share-based success fee paid to Univest Securities, LLC in connection with a July 1, 2025 share exchange where Abundia acquired all units of Abundia Global Impact Group, LLC. Univest received 1,112,231 common shares, equal to 3.5% of the shares issued to Abundia Financial, valued at $12,390,253.34 based on a closing price of $11.14 per share.

This cost was disclosed in the acquisition footnote but was omitted from the general and administrative expense line in the income statement. Correcting the error will increase net loss and comprehensive loss and increase additional paid-in capital, with no change to the statement of cash flows. The company plans to file an amended Form 10-Q with restated financial statements and advises that prior reports and related communications covering the affected periods should no longer be relied upon.

Positive

• None.

Negative

• Material misstatement and restatement of 2025 interim results: Abundia’s audit committee determined that Q3 and nine‑month 2025 interim financial statements cannot be relied upon after a $12.39 million share-based fee was omitted from general and administrative expenses, requiring a restatement that will increase reported net loss.

Insights

Forensic accounting analyst

Abundia must restate 2025 interim results after omitting a large share-based fee from expenses.

Abundia Global Impact Group, Inc. identified a material error in its September 30, 2025 interim financials. A share-based success fee to Univest Securities, LLC, valued at $12,390,253.34 for 1,112,231 shares, was left out of general and administrative expenses.

The fee relates to a July 1, 2025 share exchange in which Abundia acquired all units of Abundia Global Impact Group, LLC. Although the cost appeared in the acquisition footnote, it was not reflected in the income statement, understating expenses and overstating results for the affected periods.

Management and the audit committee, after consulting CBIZ CPAs P.C., concluded the September 30, 2025 interim statements should not be relied upon. Restatement will increase net loss and comprehensive loss and raise additional paid-in capital, while the cash flow statement remains unchanged. The impact on investors will become clearer when the amended Form 10-Q with restated figures is filed.

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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 2, 2026

ABUNDIA GLOBAL IMPACT GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-32955		76-0675953
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

1300 Post Oak Blvd., Suite 1305

Houston, Texas 77056

(Address of principal executive offices, including zip code)

713-322-8818

(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
Common Stock, par value $0.001 per share		AGIG		NYSE American

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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On February 2, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Abundia Global Impact Group, Inc. (the “Company”) concluded that the unaudited consolidated interim financial statements included in the Quarterly Report on Form 10-Q for the three and nine month periods ended September 30, 2025 (the “Non-Reliance Periods”), should no longer be relied upon due to an understatement in the Company’s general and administrative expenses. The Audit Committee’s conclusion was made in consultation with the Company’s independent registered public accounting firm, CBIZ CPAs P.C. (“CBIZ CPAs”). The Company’s management and the Audit Committee have discussed with CBIZ CPAs the matters disclosed in this filing.

In connection with a share exchange between the Company, Abundia Financial, LLC, a Delaware limited liability company (“Abundia Financial”), and Bower Family Holdings, LLC, a North Carolina limited liability company (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”), on July 1, 2025, pursuant to which the Company acquired all of the outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”), from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders shares of the Company’s common stock, par value $0.001 (“Common Stock”), Univest Securities, LLC (“Univest”) received 3.5% of the shares of Common Stock issued to Abundia Financial as a success fee. The total number of shares of Common Stock allocated to Univest was 1,112,231, which based on the closing per share price of $11.14, equated to a cost of $12,390,253.34. This cost was disclosed in Note 5 – Acquisition but was unintentionally omitted from the total general and administrative expense line item on the income statement in the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2025, which, when corrected, will result in a corresponding increase in net loss and comprehensive loss as well as a corresponding increase in additional paid-in capital on the Company’s statement of shareholders’ equity for the period. There will be no overall change to the Company’s statement of cash flows.

The Company’s management is currently making the necessary corrections. The Company will disclose in a to-be-filed amended Quarterly Report on Form 10-Q, the restated unaudited condensed interim financial statements for the Non-Reliance Periods. Any previously issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon.

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: February 6, 2026
	By:	/s/ Edward Gillespie
	Name:	Edward Gillespie
	Title:	Chief Executive Officer

FAQ

Why did Abundia Global Impact Group (AGIG) say its September 30, 2025 financials can’t be relied on?

Abundia’s audit committee found general and administrative expenses were understated in the September 30, 2025 interim financials. A large share-based success fee paid to Univest Securities was disclosed in a note but not recorded in the income statement, so results must be restated.

What transaction caused the accounting error disclosed by Abundia Global Impact Group (AGIG)?

The error arose from a July 1, 2025 share exchange where Abundia acquired all units of Abundia Global Impact Group, LLC. In that deal, Univest Securities received a share-based success fee that was omitted from general and administrative expenses in the interim financial statements.

How many shares and what value were involved in Univest’s success fee from Abundia (AGIG)?

Univest Securities received 1,112,231 shares of Abundia common stock as a 3.5% success fee. Based on a closing share price of $11.14, the cost was valued at $12,390,253.34 and should have been included in general and administrative expenses for the interim period.

How will Abundia Global Impact Group’s (AGIG) restatement affect its reported earnings?

Including the $12.39 million share-based fee in general and administrative expenses will increase Abundia’s net loss and comprehensive loss for the affected 2025 interim periods. The adjustment will also increase additional paid-in capital, while leaving the statement of cash flows unchanged.

What corrective actions is Abundia Global Impact Group (AGIG) taking after the misstatement?

Management is correcting the error and plans to file an amended Form 10-Q with restated unaudited condensed interim financial statements. The company also states that prior reports, press releases, earnings releases, and related communications covering the affected periods should no longer be relied upon.

Which periods are affected by Abundia Global Impact Group’s (AGIG) non-reliance announcement?

The non-reliance conclusion covers the unaudited consolidated interim financial statements for the three and nine months ended September 30, 2025. These periods, described as the Non-Reliance Periods, will be restated in a forthcoming amended Form 10-Q filing.