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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): December 5, 2025
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)
HOUSTON
AMERICAN ENERGY CORP.
(Former
name or former address, if changed since last report)
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)) |
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. ☐
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 |
|
HUSA |
|
NYSE
American |
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
as of December 5, 2025 (the “Effective Date”), Houston American Energy Corp. (the “Company”) changed its corporate
name to Abundia Global Impact Group, Inc. pursuant to a certificate of amendment (the “Certificate of Amendment”) to the
Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”) adopted by the Company’s
Board of Directors (the “Board”) and filed with the Delaware Secretary of State on December 5, 2025 (the “Name Change”).
Pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), the Name Change did not require approval of
the Company’s stockholders and will not affect the rights of the Company’s stockholders. The Name Change will be effective
as of the open of trading on December 8, 2025.
Additionally,
the Board approved the amendment and restatement of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective
immediately after the Name Change on the Effective Date. The changes to the Bylaws are solely intended to reflect the Name Change. In
accordance with the DGCL and the provisions of the Company’s organizational documents, the Board approved the Bylaws and stockholder
approval was not required for such amendment and restatement.
The
information set forth herein is qualified in its entirety by reference to, and should be read in conjunction with, the complete text
of the Certificate of Amendment and the Bylaws, filed herewith as Exhibits 3.1 and 3.2, respectively, which are incorporated by reference
herein.
Item
8.01 Other Events.
New
NYSE Ticker Symbol
In
connection with the Name Change, the Company changed its trading symbol on NYSE American for the Company’s common stock, par value
$0.001 per share, from “HUSA” to “AGIG”. The trading symbol change will be effective as of the open of trading
on December 8, 2025 (the “Symbol Change”).
The
Symbol Change does not affect the rights of the Company’s stockholders. Stockholders do not need to take any action in connection
with the Name Change or Symbol Change. There will be no change to the Company’s CUSIP in connection with the Name Change or Symbol
Change.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation of Abundia Global Impact Group, Inc., effective on December 5, 2025. |
| 3.2 |
|
Amended and Restated Bylaws of Abundia Global Impact Group, Inc., effective on December 5, 2025 |
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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:
December 5, 2025 |
|
|
| |
By: |
/s/
Edward Gillespie |
| |
Name:
|
Edward
Gillespie |
| |
Title: |
Chief
Executive Officer |
