Abundia Global Impact Group, Inc. (f/k/a/ Houston American Energy Corp.) (together with its consolidated subsidiaries, as the context requires, the "Company," "HUSA," "we," "us," or "our") is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (as amended, the "Quarterly Report on Form 10-Q/A") to amend and restate the unaudited interim condensed consolidated financial statements as of September 30, 2025 and for the three months and nine months ended September 30, 2025, previously included in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 19, 2025 (the "Original Form 10-Q"). This Quarterly Report on Form 10-Q/A also amends certain other items in the Original Form 10-Q, as listed in "Items Amended in this Quarterly Report on Form 10-Q/A" below. On February 6, 2026, the Company filed a Current Report on Form 8-K disclosing that the financial statements included in the Original Form 10-Q should not be relied upon.
BACKGROUND AND EFFECT OF RESTATEMENT
On February 2, 2026, the audit committee of the Company's board of directors (the "Audit Committee" ), based on the recommendation of, and after consultation with, the Company's management concluded that the Company's previously issued unaudited interim condensed consolidated financial statements for the quarter ended September 30, 2025 (the "Affected Financials"), and any reports, related earnings releases, investor presentations or similar communications for such periods should no longer be relied upon. The determination resulted from errors in the Affected Financials identified by the Company related to omitted non-cash transactions in the condensed consolidated statement of operations as defined and described in Note 2 - Restatement of Previously Issued Financial Statements to the consolidated financial statements to this Quarterly Report on Form 10-Q/A. The Company is restating the unaudited condensed consolidated financial statements and related information for the quarter ended September 30, 2025 in this Quarterly Report on Form 10-Q/A.
INTERNAL CONTROL CONSIDERATIONS
In connection with the restatement of the financial statements for the quarter ended September 30, 2025, the Company has concluded its disclosure controls and procedures as of September 30, 2025, remained ineffective due to the unremediated material weaknesses previously disclosed in Part I, Item 4 "Controls and Procedures" of the Original Form 10-Q, as well as the identification of an additional material weakness in internal control over financial reporting related to the errors described above. Please refer to Part I, Item 4 of this Form 10-Q/A.