Business Context and Reporting Period
Company: Abundia Global Impact Group, Inc. (AGIG)
Filing Type: Form 8-K (Current Report)
Date of Report: February 2, 2026
Reporting Period Affected: Three and nine months ended September 30, 2025 (Non-Reliance Periods)
The Company is issuing a non-reliance notice regarding its previously filed unaudited consolidated interim financial statements for the periods ended September 30, 2025. The Audit Committee, in consultation with independent auditors CBIZ CPAs P.C., determined these statements should no longer be relied upon due to an accounting error.
Key Financial Metrics and Error Details
The filing identifies a specific understatement in general and administrative (G&A) expenses related to a transaction fee from a share exchange completed on July 1, 2025.
- Understated Expense: $12,390,253.34 (Success fee paid to Univest Securities, LLC).
- Transaction Context: Fee represented 3.5% of common stock issued to Abundia Financial, LLC during the acquisition of Abundia Global Impact Group, LLC.
- Stock Valuation: Based on 1,112,231 shares at a closing price of $11.14 per share.
- Impact on Financials:
- Net Loss: Will increase upon correction.
- Comprehensive Loss: Will increase upon correction.
- Additional Paid-in Capital: Will increase upon correction.
- Cash Flow: No overall change to the statement of cash flows.
Note: The filing does not provide the original or corrected total revenue, profit, or debt figures, only the specific adjustment amount.
Material Changes and Restatement
The primary material change is the restatement of the income statement and statement of shareholders' equity for the Non-Reliance Periods. The $12.39 million cost was disclosed in Note 5 (Acquisition) of the original 10-Q but was unintentionally omitted from the total G&A expense line item. Consequently, all previously issued reports, press releases, and investor presentations covering the Non-Reliance Periods are deemed unreliable.
Outlook, Management Commentary, and Risks
Management Action: Management is currently making necessary corrections. An amended Quarterly Report on Form 10-Q containing restated financial statements will be filed in the future.
Risk/Contingency: The primary risk is the historical inaccuracy of financial data for the third quarter of 2025. Investors are explicitly warned not to rely on prior communications regarding financial performance for this period until the amended filing is released.
Key Facts for Investor Verification
- Verify the filing of the amended Form 10-Q to obtain the restated financial statements for the period ended September 30, 2025.
- Confirm the corrected Net Loss and Additional Paid-in Capital figures, which will reflect the $12.39 million adjustment.
- Review the original 10-Q Note 5 to understand the full context of the acquisition and the success fee structure.
- Monitor for any further disclosures regarding the impact of this restatement on the Company's compliance with listing standards or debt covenants.