Business Context and Reporting Period
Company: Abundia Global Impact Group, Inc. (AGIG)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Overview: Following a reverse acquisition on July 1, 2025, AGIG transitioned from a legacy oil and gas operator (Houston American Energy Corp.) to a low-carbon energy solutions company. The company operates two segments: a pre-revenue "Renewables" segment focused on converting waste plastics and biomass into fuels and chemicals, and a legacy "Oil and Gas" segment which is maintained for compliance and maintenance but is not a strategic growth focus.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $410,632 | $0 |
| Net Loss | $(29,460,935) | $(3,621,948) |
| Cash and Cash Equivalents (Year End) | $4,618,621 | $525,809 |
| Working Capital | $(1,043,785) | $(5,340,035) |
| Total Assets | $31,855,429 | $4,114,688 |
| Total Liabilities | $12,841,012 | $6,193,551 |
| Long-Term Debt | $6,260,274 | $0 |
Note: Revenue in 2025 is derived solely from the legacy oil and gas segment. The Renewables segment generated no revenue as it remains in the development stage.
Material Changes vs. Prior Period
- Reverse Acquisition: The July 1, 2025, share exchange with Abundia Global Impact Group LLC was treated as a reverse acquisition. Historical financials now reflect AGIG LLC as the accounting acquirer.
- Net Loss Expansion: Net loss increased by approximately $25.8 million year-over-year. This was driven by a $12.4 million success fee paid by the controlling shareholder, $3.3 million in non-cash commitment fees for an Equity Line of Credit (ELOC), and increased general and administrative expenses related to the transaction and public company compliance.
- Impairment Charges: The company recorded $1.55 million in total impairments: $1.12 million for a technology license with no future economic benefit and $0.43 million for legacy oil and gas assets due to declining energy prices.
- Capital Structure: The company raised significant capital through a registered direct offering ($8.0 million gross) and ELOC drawdowns ($3.9 million gross) in 2025. Long-term liabilities increased from zero to $6.4 million due to the extension of a convertible note.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Guidance
Management does not expect to be profitable in the foreseeable future. The company is in the development stage for its renewables business and requires substantial additional funding to construct production facilities (specifically the Cedar Port site in Baytown, Texas) and achieve commercial operations. No specific revenue guidance was provided.
Going Concern
The independent auditor has issued a going concern qualification. The company has incurred recurring losses, has an accumulated deficit of $46.1 million, and has negative working capital. Management believes there is substantial doubt about the company's ability to continue as a going concern for at least one year from the issuance of the financial statements without raising additional capital.
Material Weaknesses in Internal Controls
The company identified material weaknesses in internal controls over financial reporting, specifically regarding the formal control environment, segregation of duties, and accounting for significant non-standard transactions. This led to a restatement of the Q3 2025 interim financial statements.
Unusual Items
- Success Fee: A $12.4 million fee was recognized related to the Share Exchange, paid by the controlling shareholder.
- Disputed Fees (Subsequent Event): As of February 24, 2026, a placement agent (A.G.P.) asserted a claim for $1.4 million in fees regarding a February 2026 offering. The company disputes this claim.
Investor Verification Checklist
- Capital Adequacy: Verify the company's ability to secure the substantial additional financing required to fund operations and construction of the Cedar Port facility, given the going concern warning.
- Internal Controls: Monitor the remediation progress of the identified material weaknesses in internal controls and the effectiveness of disclosure controls.
- Technology Viability: Assess the commercial viability of the licensed pyrolysis technologies and the timeline for securing necessary permits for the Baytown facility.
- Debt Obligations: Review the terms of the $6.3 million convertible note and related party notes, including maturity dates and conversion triggers.
- Disputed Claims: Track the resolution of the $1.4 million fee dispute with the placement agent to assess potential cash outflows or legal risks.