[8-K] Mercer International Inc Reports Material Event

Rhea-AI Filing Summary

Houston American Energy Corp. (NYSE American: HUSA) filed a Form S-1 to register up to 10,300,000 shares for resale by Tumim Stone Capital. The shares may be issued under a $100 million, 24-month equity line of credit (ELOC) that prices draws at 96 % of the lowest three-day VWAP and caps Tumim’s ownership at 9.99 %. HUSA will not receive proceeds from Tumim’s secondary sales but may tap the ELOC for future funding; Univest Securities earns a 1.5 % fee on each draw.

Strategic moves reshape the company. On 1 Jul 2025 HUSA closed the all-stock acquisition of Abundia Global Impact Group (AGIG), issuing 31.8 million new shares (94 % of post-close equity) and appointing Edward Gillespie CEO. AGIG owns 18 patents for converting waste plastics/biomass into renewable fuels and has early offtake contracts. A 1-for-10 reverse split became effective 6 Jun 2025, and the firm divested its 18 % stake in Hupecol Meta for $1 plus liabilities.

Legacy oil & gas assets remain in the Permian Basin and Louisiana (2024 output ≈6 Mboe). HUSA, a smaller reporting company with only two employees, carries an $85.2 million accumulated deficit and a material control weakness. The prospectus warns of substantial dilution, commodity-price exposure, execution risk in integrating AGIG and reliance on external capital.

Positive

• $100 million ELOC provides flexible, non-debt capital access.
• Acquisition of AGIG adds renewable-energy platform with 18 patents and early offtake agreements.
• Reverse stock split supports continued NYSE American listing.
• New management team with sector expertise installed post-transaction.

Negative

• Substantial dilution: 10.3 m resale shares plus 31.8 m shares issued for AGIG (94 % of equity).
• Shares sold to Tumim priced at a 4 % discount to VWAP, incentivising immediate resale pressure.
• Company has $85 m accumulated deficit, recurring losses and only two employees.
• Material weakness in internal controls remains unremediated.
• Divestiture of Hupecol Meta for $1 suggests limited value of certain legacy assets.

Insights

Financial Analyst

TL;DR – Flexible $100 m equity line, but resale dilution tempers capital upside.

The ELOC gives HUSA discretionary, non-debt liquidity at market-linked pricing, useful for funding AGIG projects without immediate balance-sheet strain. However, registering 10.3 m shares (≈23 % of post-offering float) at a 4 % discount pressures valuation and may cap share-price rallies. Reverse split supports NYSE compliance but does not change economics. Net: funding option offsets some financial risk, yet dilution and historical losses keep the equity story neutral.

Energy Transition Specialist

TL;DR – AGIG gives renewables exposure, yet integration and execution risks are high.

The share-for-share AGIG deal pivots HUSA toward waste-to-fuel technologies with perceived secular tailwinds. AGIG’s patent portfolio and initial offtake term sheets are positives, but the 94 % equity transfer leaves legacy holders with minimal stake, and commercialization requires considerable capex. HUSA’s limited staff, internal-control weakness and modest hydrocarbon cash flow raise questions about whether the ELOC alone can fund scale-up. Overall impact viewed as modestly negative until integration milestones and funding clarity emerge.

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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): July 31, 2025

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

Washington	000-51826	47-0956945
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (604) 684-1099

Not Applicable

(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 obligation of the registrant under any of the following provisions (see General Instructions 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 $1.00 per share		MERC		NASDAQ Global Select Market

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 2.02. Results of Operations and Financial Condition

The information furnished under Item 2.02 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On July 31, 2025, Mercer International Inc. (the “Company”) announced by press release the Company’s results for its second quarter ended June 30, 2025. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Item 8.01. Other Events

On July 31, 2025, the Company announced by press release that its board of directors is suspending the Company's quarterly dividend. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated July 31, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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.

	MERCER INTERNATIONAL INC.
Date: July 31, 2025	By:		/s/ Richard Short
			Richard Short
			Chief Financial Officer

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FAQ

How many HUSA shares are being registered in the S-1?

Up to 10,300,000 shares of common stock for resale by Tumim Stone Capital.

What is the size and pricing of Houston American’s equity line?

The ELOC allows purchases of up to $100 million over 24 months at 96 % of the lowest three-day VWAP after each notice.

Will Houston American receive proceeds from Tumim’s share sales?

No. HUSA receives cash only when it issues shares to Tumim; Tumim’s subsequent resales generate no proceeds for the company.

What did HUSA acquire with the AGIG transaction?

HUSA acquired Abundia Global Impact Group, a waste-to-fuels technology firm, by issuing 31.8 m shares, giving AGIG holders 94 % of post-deal equity.

Why did Houston American execute a reverse stock split?

The 1-for-10 reverse split on 6 Jun 2025 was intended to boost the share price and maintain NYSE American listing compliance.