What changed in ABUNDIA GLOBAL IMPACT GROUP, INC.'s 10-K — 2024 vs 2025

Item 1. Business General On July 1, 2025, Abundia Global Impact Group, Inc. (formerly Houston American Energy Corp.), a Delaware corporation (“AGIG”, the “Company,” “we,” “us,” or “our”), acquired all of the outstanding units of Abundia Global Impact Group LLC (“AGIG LLC”) through a share exchange transaction. Prior to the transaction, the Company, as Houston American Energy Corp.

As such, the historical financial statements of the accounting acquirer, AGIG, became the historical consolidated financial statements of the Company. Following the transaction, the Company now primarily operates as a low carbon energy solutions company through AGIG LLC. The Company also continues to hold its legacy oil and gas assets, which remain in operation and generate revenue.

The legacy oil and gas business is reported as a separate operating segment and is not considered material to the Company’s ongoing operations. The Company does not intend to allocate additional capital or management resources to the legacy oil and gas assets beyond what is required for compliance, reporting and maintenance of existing operations.

Low-Carbon Energy Business The Company, through AGIG LLC, is engaged in the development and commercialization of low carbon fuels and renewable chemical products derived from waste plastics and biomass feedstocks.

The Company’s business model is focused on utilizing licensed and proprietary process technologies to convert waste materials into hydrocarbon products that are compatible with existing refining, distribution, and end user infrastructure. The Company is in the development and precommercial stage and has not yet commenced sustained commercial scale production.

The Company’s ability to achieve commercial operations is dependent on, among other things, securing additional capital, completing engineering and permitting, constructing production facilities, and successfully commissioning planned operations.

Products and End Markets The Company intends to produce renewable and low carbon products for established fuel and chemical markets, including: ● renewable diesel, including ultra low sulfur diesel and low carbon marine fuels; ● sustainable aviation fuel; and ● renewable naphtha and other chemical feedstocks.

The Company’s products are designed to be “drop-in” compatible with conventional fuels and chemical infrastructure, subject to regulatory approvals and product qualification requirements. Final product offerings and sales volumes will depend on successful facility development, feedstock availability, regulatory approvals, and customer demand.

Technology Platform Feedstock Conversion The Company’s technology platforms are designed to process two principal waste feedstocks: ● waste plastics, utilizing licensed continuous pyrolysis technologies that convert mixed plastic waste into refinery grade intermediate products; and ● biomass, utilizing fast pyrolysis technologies that convert biomass feedstocks into bio-oil suitable for further upgrading.

These technologies are licensed from third parties and have been demonstrated at various commercial or pilot scale facilities operated by licensors or partners. Upgrading and Refining Intermediate products produced through pyrolysis are intended to be upgraded through hydrotreating and related processes to achieve finished fuel and chemical specifications.

The Company utilizes a combination of internally developed processes and third-party licensed upgrading technologies. Ongoing pilot scale testing and product validation activities are required prior to full commercial deployment. Modular Facility Design The Company’s facilities are designed around standardized, modular units intended to support phased construction and potential replication.

While management believes this approach may improve capital efficiency and scalability, no assurance can be given that such benefits will be achieved. Facilities Cedar Port Renewable Energy Complex In July 2025, the Company acquired a 25-acre industrial site located within the Cedar Port Industrial Park in Baytown, Texas.

The site is intended to serve as the Company’s primary development and operational hub and includes planned waste plastics to fuels and chemicals production capacity and an innovation and technology development center. The site is located within the U.S. Gulf Coast energy corridor and offers access to existing marine, rail, pipeline and roadway infrastructure.

The Company expects to require additional construction, permitting and capital investment prior to commencing commercial operations at the site. 4 Commercialization and Development Status As of December 31, 2025, the Company remained in the development stage.

Key activities completed or underway include: ● acquisition of the Cedar Port site and commencement of site development activities; ● entry into technology licensing and service agreements; ● advancement of engineering, design, and permitting activities for an initial waste plastics to fuels and chemicals facility; and ● pilot scale testing and validation of upgrading pathways.

The Company expects to continue to incur operating losses and capital expenditures as it advances development efforts. There can be no assurance that the Company will achieve commercial production or profitability. Marketing At December 31, 2025, we had contractual agreements in place in Europe to sell crude pyrolysis oil derived from plastics produced from our first future site in Europe.

We intend to market our products to fuel distributors, refiners, airlines, marine fuel customers and chemical manufacturers. Commercial sales are expected to depend on successful facility completion, product qualification and regulatory compliance. We had no contractual agreements to sell our gas and oil production and all production was sold on spot markets.

Large early-stage markets, such as Europe, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. In addition, there are multiple competitors worldwide with limited funding, which could cause poor experiences, hampering overall adoption or trust in any particular provider.

Furthermore, our current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may be able to respond more quickly and effectively than the Company to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition.

In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies, or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put us at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure.

In light of these factors, even if our offerings are more effective and of higher quality than those of its competitors, current or potential customers may accept our competitors’ solutions.

These laws and regulations may impose substantial liabilities for noncompliance and for any contamination resulting from our operations and may require the suspension or cessation of operations in affected areas.

Environmental, health and safety regulations applicable to our planned facility in Baytown, Texas are administered through a combination of federal, state and local regulatory programs and may also be enforced through private rights of action.

Our operations are expected to be subject to extensive and evolving requirements under, among others, the Clean Air Act (“CAA”), the Clean Water Act (“CWA”), the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Toxic Substances Control Act (“TSCA”), and the Emergency Planning and Community Right-to-Know Act (“EPCRA”), as well as implementing regulations and comparable state and local requirements.

These laws and regulations govern, among other things, air emissions; wastewater and stormwater discharges; spill prevention and response; the generation, storage, characterization, transport and disposal of solid and hazardous wastes; chemical management, reporting and community right-to-know obligations; and investigation and remediation of contaminated sites.

In Texas, the Texas Commission on Environmental Quality is the primary agency responsible for implementing and enforcing key air and water quality programs, including the issuance of air authorizations and permits and the administration of certain water discharge and industrial stormwater requirements.

The Baytown facility is expected to be located within the Houston-Galveston-Brazoria ozone severe nonattainment area, which can impose more stringent permitting and control obligations than would apply in an attainment area.

We are designing the facility with the objective of operating as a minor source for purposes of air permitting (i.e., maintaining potential emissions below thresholds that would otherwise trigger more stringent major source and operating permit requirements).

Despite this design intent, final permitting applicability and source classification will depend on, among other things, final equipment selection and configuration, enforceable permit limits, operating parameters, aggregation of emission units, and applicable regulatory interpretations.

If our actual or potential emissions, as ultimately authorized, were to exceed applicable thresholds, or if regulators were to require different assumptions or controls, we could become subject to additional permitting, control, monitoring and reporting requirements, which could increase costs, delay startup, or impose operational constraints.

We also expect to be subject to federal and state spill prevention and response requirements. For example, depending on the type and quantity of oil stored on site and site-specific conditions, we may be required to prepare, maintain and implement a Spill Prevention, Control, and Countermeasure plan designed to prevent discharges of oil into navigable waters or adjoining shorelines.

These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Company and Business Risks The report of the independent registered public accounting firm on our 2025 and 2024 financial statements contains a going concern qualification.

The report of the independent registered public accounting firm covering our consolidated financial statements for the years ended December 31, 2025 and 2024 stated that certain factors, including that we have suffered recurring losses from operations and have an accumulated deficit at December 31, 2025, raised substantial doubt as to our ability to continue as a going concern.

Because we are not yet producing sufficient revenue to sustain our operating costs, we are dependent upon raising capital to continue our business. If we are unable to raise capital, we may be unable to continue as a going concern. The Company has incurred losses and anticipates continuing to incur losses while it commercializes and scales its business.

The Company has incurred net losses since its inception, including net losses of $29,460,935 for the year ended December 31, 2025 and net losses of $3,621,948 for the year ended December 31, 2024.

The Company believes that it will continue to incur operating and net losses in the future while it grows, including following its initial generation of revenues from the sale of its products, which may occur later than expected or not at all.

We do not expect to be profitable for the foreseeable future as we invest in our business, build capacity and ramp up operations, and cannot assure you that it will ever achieve or be able to maintain profitability in the future.

Even if we are able to successfully develop our products and attract customers, there can be no assurance that we will be financially successful. For example, as the Company expands its product portfolio and expands internationally, it will need to manage costs effectively to sell those products at its expected margins.

Failure to become profitable would materially and adversely affect the value of your investment. If the Company is ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of its products The Company has identified material weaknesses in its internal control over financial reporting.

We have identified material weaknesses in our internal controls over financial reporting with regard to the assessment of the formal control environment and control activities. We have not performed a risk assessment in relation to segregation of duties, or for the risk that the financial statements may be materially misstated.

In addition, we have identified a material weakness in our internal controls over financial reporting related to accounting for significant and non-standard transactions. This weakness could result in errors or misstatements in our financial statements, which may not be detected in a timely manner.

To note, we filed a restatement of our previously issued financial statements on the interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025. We are actively working to remediate this weakness by enhancing our control environment and implementing more robust procedures for the review and approval of such transactions.

Due to our limited resources, we may not be able to effectively manage our operations, which may result in weaknesses in our infrastructure, risks that we may not be able to comply with legal and regulatory requirements, and loss of employees and reduced productivity among remaining employees.

For example, our limited resources and workforce reduction may negatively impact our efforts, which could result in unexpected costs and expenses and have a material adverse effect on our business, financial condition and prospects. The existence of these material weaknesses could adversely affect our ability to accurately report our financial condition and results of operations.

It may also impact investor confidence, potentially leading to a decline in our stock price and increased scrutiny from regulatory authorities. 9 Financial results could vary significantly from quarter to quarter and may be subject to macroeconomic influences, and its projections may differ materially from actual results.

The Company’s operating results could vary significantly from quarter to quarter due to a variety of factors, many of which are outside of its control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition, we may not be able to predict our future revenues or results of operations.

We base our current and future expense levels on our internal research and development plans and forecasts, and our operating costs vary to the extent of our research and development and the planning for additional products. As a result, we may incur significant or unanticipated expenses associated with the research and development efforts of the products under our development.

In addition to other risk factors discussed in this section, factors that may contribute to the variability of our quarterly results include: ● use of available cash resources; ● the timing of release of research and development and trial results and new products and services by our competitors, particularly those that may represent a significant portion of revenues in any given period; ● the popularity of new products, and products released in prior periods; ● changes by our competitors; ● our success in entering new geographic markets; ● internal decisions to incur additional expenses, such as increases in research and development; ● the level of expenses associated with our regulatory applications or compliance; and ● the timing of compensation expense associated with equity compensation grants.

As a result of these and other factors, our quarterly and annual operating results could be materially adversely affected.

Moreover, our operating results may not meet the expectations of research analysts or investors, in which case the price of our common stock could decrease significantly. 10 Requirement for substantial additional financing to fund operations and complete the development and commercialization of technologies that may not be done on favorable terms.

We expect our expenses to increase in connection with our ongoing activities. We also expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. We cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our products.

If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate research and development programs or any future commercialization efforts. We could use our capital resources sooner than currently expected.

Our operating plans and other demands on our cash resources may change as a result of many factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other capital sources, including potentially government funding, collaborations, licenses and other similar arrangements.

In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for current or future operating plans. Attempting to secure additional financing may divert the Company’s management from day-to-day activities, which may adversely affect its ability to develop products.

Future capital requirements will depend on many factors, including: ● the costs and timing of manufacturing for our products, including commercial manufacturing of products; ● the costs of obtaining, maintaining and enforcing our intellectual property rights; ● the timing and amount of the milestone or other payments we must make to the licensors and other third parties from whom we have licensed or acquired technology; ● the costs and timing of establishing or securing sales and marketing capabilities for our products; ● our ability to achieve market acceptance and adequate market share and revenue for our products; and ● the terms and timing of establishing and maintaining collaborations, licenses and other similar arrangements. 11 In addition, our products may not achieve commercial success.

Accordingly, we will need to continue to rely on additional financing to achieve our business objectives. Adequate additional financing may not be available on acceptable terms, or at all. The Company’s technology may not be successful in developing commercial products.

The Company and its potential future collaborators may spend many years and dedicate significant financial and other resources to developing its technology that may never be successfully commercialized.

Its technology may never become successfully commercialized for, among others, any of the following reasons: ● we may not be able to secure sufficient funding to progress our technology through development and commercial validation; ● the Company or its future collaborators may be unable to obtain the requisite regulatory approvals for its technology; ● competitors may launch competing or more effective technology; ● our technology may not be commercially successful; ● current and future collaborators may be unable to fully develop and commercialize products containing our technology or may decide, for whatever reason, not to commercialize such products; and ● we may be unable to secure adequate patent protection in the necessary jurisdictions.

If any of these things were to occur, it could have an adverse effect on our ability to raise additional capital, execute its business plan, or remain in business. 12 If we are unable to manage growth and expand operations successfully, our reputation and brand may be damaged, and the business and results of operations may be harmed.

We expect rapid growth and the number of facilities from which we operate to increase in the future.

Our ability to effectively manage anticipated growth and expansion of our operations will require us to do, among other things, the following: ● enhance our operational, financial and management controls and infrastructure, human resource policies, and reporting systems and procedures; ● effectively scale our operations, including accurately predicting the need for floor space, equipment, and additional staffing; and ● successfully identify, recruit, hire, train, develop, maintain, motivate and integrate additional employees.

These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources. Furthermore, the Company’s growth has placed and will continue to place a strain on its operational, financial, and management infrastructure.

Item 2. Properties On July 11, 2025, the Company completed the purchase of a 25-acre site at the Cedar Port Industrial Park (“The Cedar Port Property”) located in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of approximately $8.6 million.

The Company plans to construct its first plastics recycling plant at the location, transforming plastic waste into pyrolysis oil. The strategically located site will be the foundation for a U.S. innovation hub dedicated to developing recycling, renewable and circular technologies supported by the industrial park’s robust infrastructure.