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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): March 26, 2026 (March 25, 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) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1300 Post Oak Blvd., Suite 1305
Houston, Texas | |
77056 |
| (Address of principal executive offices) | |
(Zip Code) |
Registrant’s
telephone number, including area code: (713) 322-8818
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
5.08 Shareholder Director Nominations
Abundia
Global Impact Group, Inc. (the “Company”) intends to hold its 2026 annual meeting of stockholders (the “2026 Annual
Meeting”) on May 14, 2026. The Company has set the close of business on March 17, 2026 as the record date for the determination
of stockholders who are entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournments thereof. The time and location
of the 2026 Annual Meeting will be specified in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting.
The
Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) was held on December 16, 2025. As the date
of the 2026 Annual Meeting will have been changed by more than 30 days from the one-year anniversary of the 2025 Annual Meeting, the
Company is informing stockholders of this change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and is informing stockholders of the new dates described below for submitting stockholder proposals
and other matters.
Pursuant
to Rule 14a-8 of the Exchange Act and the Company’s second amended and restated bylaws (the “Bylaws”), a stockholder
intending to present a proposal to be included in the proxy statement for the 2026 Annual Meeting must deliver the proposal in writing
to the Company’s Secretary at its corporate office at 1300 Post Oak Blvd., Suite 1305, Houston, Texas 77056 no later than the close
of business on April 5, 2026. In addition to complying with such deadline, stockholder proposals intended to be considered for inclusion
in the Company’s proxy materials for the 2026 Annual Meeting must also comply with the Bylaws, Delaware law as well as all applicable
rules and regulations promulgated by the U.S. Securities and Exchange Commission under the Exchange Act. Any director nominations and
stockholder proposals received after such deadline will be considered untimely and will not be considered for inclusion in the proxy
materials for the 2026 Annual Meeting nor will it be considered at the 2026 Annual Meeting.
In
addition, any stockholder who wishes to make a nomination or introduce an item of business at the 2026 Annual Meeting, other than pursuant
to Rule 14a-8 under the Exchange Act, must deliver proper notice to us in writing to our Corporate Secretary at our corporate office
at 1300 Post Oak Blvd., Suite 1305, Houston, Texas 77056 not later than the close of business on April 5, 2026.
In
addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees
other than the Company’s nominees must provide notice in writing to our Corporate Secretary at our corporate office at 1300 Post
Oak Blvd., Suite 1305, Houston, Texas 77056 setting forth the information required by Rule 14a-19 under the Exchange Act no later than
the close of business on April 5, 2026.
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: March 26, 2026 |
|
|
| |
|
|
| |
By: |
/s/ Edward
Gillespie |
| |
Name: |
Edward Gillespie |
| |
Title: |
Chief Executive Officer |