Core Viewpoint - Houston American Energy Corp. (HUSA) has appointed Corvus Construction Company as its design and construction partner for the development of a plastics recycling facility and the Abundia Innovation Center in Baytown, Texas, marking a significant step in HUSA's commitment to renewable energy and low-carbon fuels [1][2][5]. Company Overview - Houston American Energy Corp. is an independent energy company with a diversified portfolio in both conventional and renewable energy sectors, actively expanding into high-growth segments [5]. - The company recently acquired Abundia Global Impact Group, which specializes in converting waste plastics into low-carbon fuels and chemical feedstocks, reflecting its commitment to sustainable energy solutions [5]. Project Details - The Abundia Innovation Center will serve as a platform for validating new technology solutions in the renewable energy sector, while the recycling facility will convert plastic waste into renewable fuels and chemical products [2]. - The project will be executed under a Design-Build Agreement, with Corvus delivering a state-of-the-art research and development facility and an energy-efficient office [2][4]. Partner Profile - Corvus Construction Company is a family-owned general contractor known for its high-quality construction services and a strong reputation in the Houston area [4]. - The company has extensive experience in institutional industrial projects and is recognized for delivering projects ahead of schedule and within budget [4]. Strategic Vision - HUSA aims to be a leader in the low-carbon fuels sector by fostering collaborative innovation through the development of the Abundia Innovation Center and the recycling facility [2][3].

Core Insights - Houston American Energy Corp. (HUSA) and Abundia Global Impact Group (AGIG) have appointed Nexus PMG as the Engineering and Service provider for the development of AGIG's Plastics Recycling Facility and Innovation Hub in Baytown, TX [1][2] - Nexus PMG will provide front-end engineering and project de-risking services, which are expected to accelerate the project's development [2] - The partnership aims to create advanced technology solutions for the renewable energy industry, focusing on reducing plastic waste and advancing decarbonization in fuels and chemicals [3] Company Overview - Houston American Energy Corp. is an independent energy company with a diversified portfolio in both conventional and renewable sectors, actively expanding into high-growth segments [4] - In July 2025, HUSA acquired AGIG, which specializes in converting waste plastics into low-carbon fuels and chemical feedstocks, reflecting HUSA's commitment to sustainable energy solutions [4] - The strategic acquisition positions HUSA to capitalize on emerging opportunities in sustainable fuels and energy transition technologies [4] Nexus PMG Overview - Nexus PMG focuses on providing advisory services to infrastructure investors, delivering technical, operational, and financial diligence on projects aimed at reducing carbon intensity [5] - The firm offers end-to-end services within targeted sectors, including development, preliminary engineering, and operational readiness [5]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements detail financial position, performance, and cash flows, with accompanying notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and shareholders' equity nearly doubled due to cash and new stock issuances, despite increased liabilities | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :----- | :----------- | :----------- | :----- | | Total Assets | $4,401,795 | $8,715,938 | +98.0% | | Cash | $2,960,151 | $6,951,006 | +134.8% | | Refundable acquisition deposit | $- | $160,000 | N/A | | Total Liabilities | $195,488 | $304,603 | +55.8% | | Total Shareholders' Equity | $4,206,307 | $8,411,335 | +99.9% | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net loss significantly increased in **2025** due to higher general and administrative expenses and reduced other income | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Oil and Gas Revenue | $110,557 | $115,805 | $212,902 | $263,490 | | Total Operating Expenses | $1,933,036 | $526,057 | $3,097,364 | $1,081,872 | | Loss from Operations | $(1,822,479) | $(410,252) | $(2,884,462) | $(818,382) | | Total Other Income | $27,639 | $321,167 | $57,139 | $713,597 | | Net Loss | $(1,794,840) | $(89,085) | $(2,827,323) | $(104,785) | | Basic and Diluted Loss per Common Share | $(1.11) | $(0.08) | $(1.81) | $(0.10) | - General and administrative expenses increased significantly due to professional fees related to the acquisition of AGIG[12](index=12&type=chunk)[86](index=86&type=chunk) - Other income decreased substantially as the company received no income in **2025** from Hupecol Meta LLC, an interest relinquished at the end of **2024**[12](index=12&type=chunk)[88](index=88&type=chunk) [Condensed Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) Shareholders' equity nearly doubled from common stock issuances for cash, offsetting the accumulated deficit | Metric | Dec 31, 2024 | Jun 30, 2025 | Change | | :----- | :----------- | :----------- | :----- | | Total Shareholders' Equity | $4,206,307 | $8,411,335 | +99.9% | | Additional Paid-in Capital | $89,420,107 | $96,451,859 | +7.9% | | Accumulated Deficit | $(85,215,109) | $(88,042,432) | -3.3% | | Shares Issued and Outstanding | 1,308,653 | 1,908,385 | +45.8% | - Issuance of common stock for cash, net, contributed **$3,819,495** in Q1 **2025** and **$3,148,770** in Q2 **2025**, significantly boosting additional paid-in capital[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow became an outflow in **2025** due to professional fees, but significant financing activities led to a net cash increase | Cash Flow Activity | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----------------- | :---------------------------- | :---------------------------- | | Net Cash (Used in) Provided by Operating Activities | $(2,817,410) | $87,803 | | Net Cash Used in Investing Activities | $(160,000) | $(766,216) | | Net Cash Provided by Financing Activities | $6,968,265 | $- | | Increase (Decrease) in Cash | $3,990,855 | $(678,413) | | Cash, End of Period | $6,951,006 | $3,380,769 | - Operating cash flow decreased significantly due to professional fees related to the AGIG acquisition[15](index=15&type=chunk)[90](index=90&type=chunk) - Financing activities provided substantial cash (**$6.97 million**) from the issuance of common stock for cash[15](index=15&type=chunk)[92](index=92&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed notes provide explanations and disclosures for the unaudited condensed consolidated financial statements and corporate actions [NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=NOTE%201%20-%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Unaudited GAAP financial statements assume going concern despite an **$88 million** accumulated deficit and funding doubts, operating as a single segment - The company has an accumulated deficit of **$88 million** as of June 30, **2025**, raising substantial doubt about its ability to continue as a going concern[22](index=22&type=chunk)[25](index=25&type=chunk) - The company's ability to continue as a going concern is dependent on drawing down funds from the ELOC Purchase Agreement and developing additional capital sources[26](index=26&type=chunk) - The company manages its business as a single operating and reportable segment[21](index=21&type=chunk) - A **1-for-10** reverse stock split was effected on June 6, **2025**, retroactively adjusted in financial statements[19](index=19&type=chunk) [NOTE 2 - REVENUE FROM CONTRACTS WITH CUSTOMERS](index=11&type=section&id=NOTE%202%20-%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) Total oil and gas revenue decreased in both periods of **2025** compared to **2024**, primarily due to lower oil sales | Revenue Type | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Oil sales | $84,659 | $102,923 | $151,216 | $205,971 | | Natural gas sales | $2,614 | $(8,248) | $21,041 | $8,068 | | Natural gas liquids sales | $23,284 | $21,130 | $40,646 | $49,452 | | Total revenue | $110,557 | $115,805 | $212,902 | $263,490 | [NOTE 3 - OIL AND GAS PROPERTIES](index=11&type=section&id=NOTE%203%20-%20OIL%20AND%20GAS%20PROPERTIES) Depletion expense increased in **2025** compared to the prior year, with all oil and gas properties located in the United States | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Depletion Expense | $44,804 | $28,107 | $66,689 | $63,085 | - All company properties are located in the United States[38](index=38&type=chunk) [NOTE 4 - STOCK-BASED COMPENSATION EXPENSE](index=11&type=section&id=NOTE%204%20-%20STOCK-BASED%20COMPENSATION%20EXPENSE) Stock-based compensation expense significantly increased in **2025** due to new option grants and stock issuances for services | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Stock-based compensation expense | $50,029 | $12,746 | $64,086 | $63,413 | - The company granted options to its former CEO and a board member in early **2025**, with varying exercise prices and vesting schedules[43](index=43&type=chunk) - As of June 30, **2025**, there was **$82,012** of unrecognized stock-based compensation expense[44](index=44&type=chunk) [NOTE 5 - CAPITAL STOCK](index=12&type=section&id=NOTE%205%20-%20CAPITAL%20STOCK) Common stock outstanding significantly increased through multiple direct offerings in **2025**, raising substantial net proceeds, and a **1-for-10** reverse stock split was effected - The company sold **260,000 shares** in January **2025**, generating approximately **$3.8 million** in net proceeds[47](index=47&type=chunk) - In June **2025**, the company sold **174,100 shares** and **49,662 pre-funded warrants**, yielding about **$2.1 million** in net proceeds[48](index=48&type=chunk) - An additional **81,629 shares** were sold in June **2025**, bringing in approximately **$1.1 million** in net proceeds[49](index=49&type=chunk) - A **1-for-10** reverse stock split was effected on June 6, **2025**, reducing outstanding shares from approximately **15.7 million** to **1.6 million**[53](index=53&type=chunk) [NOTE 6 - EARNINGS PER COMMON SHARE](index=14&type=section&id=NOTE%206%20-%20EARNINGS%20PER%20COMMON%20SHARE) Basic and diluted net losses per common share significantly increased in **2025**, driven by higher net losses and more shares outstanding | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Net Loss | $(1,794,840) | $(89,085) | $(2,827,323) | $(104,785) | | Weighted Average Common Shares - Basic | 1,623,011 | 1,090,635 | 1,564,380 | 1,090,635 | | Loss per Common Share - Basic and Diluted | $(1.11) | $(0.08) | $(1.81) | $(0.10) | - Options and warrants were excluded from diluted EPS calculation due to their anti-dilutive effect in periods of net loss[55](index=55&type=chunk) [NOTE 7 - COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=NOTE%207%20-%20COMMITMENTS%20AND%20CONTINGENCIES) The company has an operating lease for office facilities expiring in October **2025**, with remaining future payments of **$30,020** | Year | Amount | | :--- | :----- | | 2025 | $30,020 | | Total future lease payments | $30,020 | | Present value of future operating lease payments | $29,285 | - The weighted-average remaining lease term is **0.58 years** with a weighted average discount rate of **12%**[57](index=57&type=chunk) [NOTE 8 - SUBSEQUENT EVENTS](index=16&type=section&id=NOTE%208%20-%20SUBSEQUENT%20EVENTS) Post-quarter, the company completed a share exchange with AGIG, changing control and management, and secured a **$100 million** equity line and **$5 million** convertible note for an industrial site - On July 1, **2025**, the company acquired all outstanding units of AGIG, issuing **31,778,032 shares** of common stock, resulting in AGIG Unitholders owning **94%** of the company and a change of control[58](index=58&type=chunk)[72](index=72&type=chunk) - New management was appointed, including Edward Gillespie as CEO and Lucie Harwood as CFO[59](index=59&type=chunk)[73](index=73&type=chunk) - On July 10, **2025**, the company entered into a **24-month** committed equity financing facility (ELOC Purchase Agreement) for up to **$100 million** with an institutional investor[60](index=60&type=chunk)[74](index=74&type=chunk) - On July 10, **2025**, the company also secured a senior secured convertible note for **$5,434,783**, with **$5 million** gross proceeds used to purchase a **25-acre** industrial site in Baytown, Houston, for approximately **$8.5 million**[61](index=61&type=chunk)[63](index=63&type=chunk)[75](index=75&type=chunk)[77](index=77&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company is transitioning from oil and gas to diversified energy by acquiring AGIG, resulting in higher expenses and net loss, but a strengthened cash position [Forward-Looking Information](index=18&type=section&id=Forward-Looking%20Information) Cautions that the report contains forward-looking statements with inherent risks and uncertainties, where actual results may differ from expectations - Statements in this report that are not historical facts are forward-looking and involve risks and uncertainties[65](index=65&type=chunk) - Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the report date[67](index=67&type=chunk) [Overview](index=18&type=section&id=Overview) The company is transitioning from oil and gas to diversified energy by acquiring AGIG, a waste-to-renewable fuels and chemicals platform - The company previously operated as an independent oil and gas company with properties in the U.S. Permian Basin and Louisiana Gulf Coast[69](index=69&type=chunk) - In November **2024**, a new management team was recruited to diversify and explore opportunities in oil and gas, renewable energy, and energy transition technologies[70](index=70&type=chunk) - On July 1, **2025**, the company acquired Abundia Global Impact Group (AGIG), a technology-driven platform for converting waste into renewable fuels and chemicals[70](index=70&type=chunk) [Recent Developments](index=19&type=section&id=Recent%20Developments) Completed the AGIG Share Exchange, changing control and management, and secured a **$100 million** equity line and **$5 million** convertible note for an industrial site - The Share Exchange with AGIG was completed on July 1, **2025**, leading to AGIG Unitholders owning **94%** of the company and a change in control[72](index=72&type=chunk) - New CEO Edward Gillespie and CFO Lucie Harwood were appointed following the Share Exchange[73](index=73&type=chunk) - A **24-month** committed equity financing facility of up to **$100 million** was secured on July 10, **2025**[74](index=74&type=chunk) - A senior secured convertible note for **$5.43 million** (gross proceeds **$5 million**) was issued on July 10, **2025**, to fund the acquisition of a **25-acre** industrial site for approximately **$8.5 million**[75](index=75&type=chunk)[77](index=77&type=chunk) [Critical Accounting Policies](index=20&type=section&id=Critical%20Accounting%20Policies) No material changes to critical accounting policies as of June 30, **2025**, consistent with the prior year's Form 10-K - No material changes or updates to critical accounting policies for the three and six months ended June 30, **2025**[79](index=79&type=chunk) [Reverse Stock Split](index=20&type=section&id=Reverse%20Stock%20Split) A **1-for-10** reverse stock split on June 6, **2025**, retroactively adjusted all share and per share data - A **1-for-10** reverse stock split was effected on June 6, **2025**, reducing outstanding common stock shares[80](index=80&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Oil and gas revenues decreased, while operating and G&A expenses significantly increased, resulting in a larger net loss and reduced other income | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2025 | 6 Months Ended Jun 30, 2024 | | :----- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Oil and Gas Revenues | $110,557 (-5%) | $115,805 | $212,902 (-19%) | $263,490 | | Net oil production (Bbl) | 1,363 | 1,091 | 2,298 | 2,690 | | Average sales price – oil (per barrel) | $62.11 | $79.71 | $65.80 | $76.56 | | Lease Operating Expenses | $228,226 (+60%) | $142,203 | $304,251 (unchanged) | $305,233 | | General and Administrative Expense (excl. stock-based comp) | $1,609,977 (+369%) | $343,001 | $2,662,338 (+310%) | $650,141 | | Stock-Based Compensation | $50,029 (+293%) | $12,746 | $64,086 (+6%) | $60,413 | | Other Income (Expense), net | $27,639 (-91%) | $321,167 | $57,139 (-92%) | $713,597 | - Revenue decrease was primarily due to one well being shut down and natural production decline[81](index=81&type=chunk)[82](index=82&type=chunk) - Increase in lease operating expenses was due to repair costs for the shut-down well[84](index=84&type=chunk) - Significant increase in G&A expenses was attributable to professional fees for the AGIG acquisition[86](index=86&type=chunk) - Other income declined due to no income from Hupecol Meta LLC in **2025**[88](index=88&type=chunk) [Financial Condition](index=21&type=section&id=Financial%20Condition) Cash and working capital significantly improved from common stock sales, with operating activities using cash and financing activities providing funds | Metric | Jun 30, 2025 | Dec 31, 2024 | Change | | :----- | :----------- | :----------- | :----- | | Cash Balance | $6,951,006 | $2,960,151 | +134.8% | | Working Capital | $7,225,589 | $3,072,783 | +135.1% | - Cash increase was primarily due to the sale of **260,000 shares** in January **2025** and **255,729 shares** plus **49,662 pre-funded warrants** in June **2025**[89](index=89&type=chunk) - Operating activities used **$2,817,410** of cash in the six months ended June 30, **2025**, compared to **$87,803** provided in the prior year, mainly due to professional fees for the AGIG acquisition[90](index=90&type=chunk) - Financing activities provided **$6,968,265** in the six months ended June 30, **2025**, from common stock sales, compared to **$0** in the prior year[92](index=92&type=chunk) [Off-Balance Sheet Arrangements](index=21&type=section&id=Off-Balance%20Sheet%20Arrangements) No off-balance sheet arrangements or third-party guarantees existed as of June 30, **2025** - No off-balance sheet arrangements or third-party guarantees as of June 30, **2025**[94](index=94&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as it qualifies as a smaller reporting company - The company is exempt from providing market risk disclosures as a smaller reporting company[95](index=95&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) Internal control over financial reporting was ineffective due to material weaknesses in accounting knowledge, experience, and segregation of duties - Internal control over financial reporting was not effective as of June 30, **2025**[96](index=96&type=chunk) - Material weaknesses identified include a lack of appropriate accounting knowledge and experience for public company financial reporting, especially for reserve inputs, asset retirement obligations, DDA calculation, and full cost ceiling tests, and a lack of segregation of duties[96](index=96&type=chunk) - The company is relying on third-party consultants to assist in remedying these material weaknesses[96](index=96&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, **2025**[97](index=97&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) No material legal proceedings are currently pending that would adversely affect the company's business or financial condition - No material legal proceedings are currently pending against the company[99](index=99&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) Outlines risks from the Share Exchange, combined company ownership, AGIG's operations, manufacturing, regulatory compliance, intellectual property, and general economic factors [Risks Related to the Share Exchange](index=23&type=section&id=Risks%20Related%20to%20the%20Share%20Exchange) Post-Share Exchange business success is not guaranteed, and loss of key personnel or unmet investor expectations could negatively impact the company - The company's ability to successfully operate and grow the business related to the Share Exchange is not guaranteed, and the loss of key personnel could have a material adverse effect[100](index=100&type=chunk) - If the benefits of the Share Exchange do not meet investor expectations, the market price of the company's securities may decline and be volatile[101](index=101&type=chunk) [Risks Related to the Combined Company and our Ownership Structure After the Share Exchange](index=23&type=section&id=Risks%20Related%20to%20the%20Combined%20Company%20and%20our%20Ownership%20Structure%20After%20the%20Share%20Exchange) Existing stockholders face significant dilution, and AGIG Unitholders will control the combined company, operating as a "controlled company" exempt from some governance rules - HUSA stockholders will experience dilution due to the issuance of additional shares in the Share Exchange, limiting their influence on management[102](index=102&type=chunk) - AGIG Unitholders will beneficially own approximately **94%** of the voting power, giving them substantial control over the combined company[103](index=103&type=chunk) - The combined company will be a "controlled company" under NYSE American rules, potentially exempting it from certain corporate governance requirements (e.g., independent directors on the board and committees)[104](index=104&type=chunk) - Anti-takeover provisions under Delaware corporate law (Section **203** DGCL) may make it difficult to replace the board or deter acquisitions[105](index=105&type=chunk) - AGIG may have unknown, unasserted, or contingent liabilities that could adversely affect financial results[106](index=106&type=chunk) - AGIG will require additional capital to fund operations and may not be able to secure it on acceptable terms, leading to potential delays or elimination of development programs[107](index=107&type=chunk) [Risks Related to AGIG's Business and Operations](index=25&type=section&id=Risks%20Related%20to%20AGIG%27s%20Business%20and%20Operations) AGIG's history of losses raises going concern doubts, compounded by material internal control weaknesses, variable financial results, and a need for substantial financing - AGIG has incurred net losses since inception (**$3.6 million** in **2024**, **$2.1 million** in H1 **2025**) and expects to continue incurring losses, raising substantial doubt about its ability to continue as a going concern[113](index=113&type=chunk)[114](index=114&type=chunk) - Material weaknesses in AGIG's internal controls over financial reporting have been identified, particularly regarding the formal control environment, control activities, risk assessment for segregation of duties, and accounting for significant/unusual transactions[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - AGIG's financial results could vary significantly quarter-to-quarter due to factors like cash resource use, timing of R&D releases, product popularity, competitor actions, and market entry success[119](index=119&type=chunk)[123](index=123&type=chunk) - AGIG will require substantial additional financing for operations and commercialization, which may not be available on favorable terms, potentially forcing delays or reductions in programs[121](index=121&type=chunk)[124](index=124&type=chunk) - AGIG's technology may not be successful in developing commercial products due to funding issues, regulatory approvals, competition, or commercialization challenges[125](index=125&type=chunk)[128](index=128&type=chunk) - Failure to effectively manage growth and expand operations could damage AGIG's reputation and business results[126](index=126&type=chunk)[129](index=129&type=chunk) - AGIG operates in a competitive bio-mass to liquid fuel market, facing established and new competitors with greater resources and market share[130](index=130&type=chunk)[132](index=132&type=chunk) - AGIG relies on industry partners for growth, and failure to maintain these relationships or accurately forecast demand could adversely affect its business[133](index=133&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) [Risks Related to AGIG's Manufacturing and Commercialization](index=31&type=section&id=Risks%20Related%20to%20AGIG%27s%20Manufacturing%20and%20Commercialization) AGIG's manufacturing and commercialization success is vulnerable to technological obsolescence, feedstock price/supply fluctuations, and scaling/cost reduction challenges - Technological innovation by competitors could render AGIG's technology and products uneconomical[140](index=140&type=chunk) - Fluctuations in waste-based feedstock prices and supply, as well as raw material costs, could affect AGIG's cost structure, margins, and ability to compete[141](index=141&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk) - AGIG's success is highly dependent on its technology platform, and problems with engineering or data analysis could harm its business[143](index=143&type=chunk) - Inability to successfully add additional process trains or overcome manufacturing capacity issues could prevent AGIG from meeting customer demand and achieving profitability[146](index=146&type=chunk)[147](index=147&type=chunk) - Declines in feedstock availability or increased competition for them could force AGIG to delay production, raise prices, and reduce demand/revenue[148](index=148&type=chunk) - Failure to continuously reduce operating and capital costs for facilities may impact product adoption and negatively affect AGIG's business[149](index=149&type=chunk) - Construction of AGIG's facilities may face delays or increased costs due to regulatory, environmental, political, and legal uncertainties[150](index=150&type=chunk) - Supply chain issues for critical components could impact technology deployment cost estimates and schedule timelines[152](index=152&type=chunk)[153](index=153&type=chunk) [Risks Related to AGIG's Legal, Regulatory, and Environmental, Health and Safety Matters](index=33&type=section&id=Risks%20Related%20to%20AGIG%27s%20Legal%2C%20Regulatory%2C%20and%20Environmental%2C%20Health%20and%20Safety%20Matters) AGIG faces significant risks from hazardous materials, extensive regulations, and complex permitting for deployment sites, with non-compliance leading to fines and operational harm - AGIG and its partners use hazardous materials and must comply with extensive environmental, health, and safety laws; non-compliance could lead to liability, fines, and operational disruption[154](index=154&type=chunk) - AGIG is subject to extensive international, national, and subnational laws and regulations, and changes or non-compliance could materially adversely affect its business, especially with international expansion[155](index=155&type=chunk)[157](index=157&type=chunk) - Technology deployment sites require permitting and planning, often in line with petrochemical standards, and delays or inability to secure these could adversely affect deployment schedules[158](index=158&type=chunk)[159](index=159&type=chunk) - Product liability claims, defects, or errors in offerings could result in significant expense, diversion of management time, and damage to business and reputation[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) [Risks Related to AGIG's Intellectual Property](index=36&type=section&id=Risks%20Related%20to%20AGIG%27s%20Intellectual%20Property) AGIG's competitive advantage is vulnerable due to non-exclusive licenses, IP disputes, trade secret protection issues, costly infringement claims, and patent enforcement challenges - AGIG has non-exclusive service agreements or licenses to some intellectual property, and disputes over ownership with partners could harm commercialization plans[165](index=165&type=chunk) - Failure to protect proprietary technology through patents, trademarks, and trade secrets may significantly impair AGIG's competitive advantage, especially in foreign countries[166](index=166&type=chunk) - Patent rights may not provide commercially meaningful protection against competition, and existing or pending patents could be challenged or invalidated[167](index=167&type=chunk) - AGIG may face costly intellectual property infringement claims, leading to litigation, damages, and diversion of resources[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) - Reliance on trade secrets is risky as they are difficult to protect and enforce, and independent discovery by competitors could harm AGIG's business[173](index=173&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) - AGIG depends on licensed technologies and does not control their intellectual property rights, making it vulnerable to issues with licensors or adverse legal actions against them[178](index=178&type=chunk)[179](index=179&type=chunk) [General Risks Related to AGIG](index=39&type=section&id=General%20Risks%20Related%20to%20AGIG) AGIG faces risks from changing governmental incentives, market price volatility, currency fluctuations, adverse macroeconomic conditions, and depends on retaining key personnel and robust IT systems - Governmental programs incentivizing low carbon fuels could be repealed or changed, decreasing demand and revenue for AGIG's products[180](index=180&type=chunk)[181](index=181&type=chunk) - Market prices for alternatively produced products are volatile, and AGIG's reliance on its own market research for forecasts carries risks[182](index=182&type=chunk) - Significant fluctuations in U.S. dollar to Euro exchange rates could impact AGIG's results of operations, cash position, and funding requirements, despite hedging efforts[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - Conditions in financial markets and the broader economy, including inflation and bank failures, may adversely affect AGIG's ability to raise capital, execute its business plan, or remain in business[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - The loss of key personnel or inability to attract and retain additional qualified management and technical staff could harm AGIG's ability to meet business objectives[189](index=189&type=chunk) - Significant disruptions in information technology systems, including security breaches or failure to implement new systems, could adversely affect business operations and financial condition[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) - Natural or man-made disasters, social/economic/political instability, and pandemics may significantly disrupt AGIG's and its partners' businesses[193](index=193&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds[194](index=194&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - No defaults upon senior securities[194](index=194&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[194](index=194&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) No other information was reported for the period - No other information[195](index=195&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including corporate amendments, purchase agreements, agency agreements, and certifications - Includes Certificate of Amendment of the Certificate of Incorporation, Securities Purchase Agreements, Placement Agency Agreements, and certifications (**31.1**, **31.2**, **32.1**, **32.2**)[196](index=196&type=chunk) SIGNATURES [SIGNATURES](index=44&type=section&id=SIGNATURES) The report is signed by Edward Gillespie (CEO) and Lucie Harwood (CFO) on August 14, **2025** - Signed by Edward Gillespie (CEO) and Lucie Harwood (CFO) on August 14, **2025**[201](index=201&type=chunk)

Core Insights - Houston American Energy Corp. has appointed Martha J. Crawford to its Board of Directors, effective immediately, where she will serve on the Audit Committee and as Chairperson of the Nominating & Governance Committee [1][2] - The CEO of HUSA, Ed Gillespie, emphasized that Crawford's extensive experience in corporate governance and her background in chemical and environmental engineering align with the company's strategic goals, particularly in low-carbon initiatives [2] - Crawford expressed enthusiasm about joining HUSA as it develops low-carbon technologies, highlighting the company's vision to innovate in renewable energy and materials, which presents opportunities in the circular economy [2] Company Overview - Houston American Energy Corp. is an independent energy company with a diversified portfolio in both conventional and renewable energy sectors, historically focused on oil and natural gas exploration and production [3] - In July 2025, HUSA acquired Abundia Global Impact Group, a platform specializing in converting waste plastics into low-carbon fuels and chemical feedstocks, reflecting its commitment to sustainable energy solutions [3] - This acquisition positions HUSA to capitalize on emerging opportunities in sustainable fuels and energy transition technologies, aligning with global energy demands [3]

Core Insights - Houston American Energy Corp. (HUSA) has acquired a 25-acre site in Cedar Port Industrial Park for $8.5 million, aimed at establishing a low-carbon fuels and innovation hub [1][2][5] - The site will host HUSA's first plastics recycling plant, converting plastic waste into pyrolysis oil, and will serve as a foundation for developing recycling and renewable technologies [2][5] - The Cedar Port site is strategically located in the largest master-planned rail and barge-served industrial park in the U.S., providing logistical advantages for transportation and access to a skilled workforce [3][6][7] Company Overview - HUSA is an independent energy company with a diversified portfolio in both conventional and renewable sectors, focusing on oil and natural gas exploration and production [8] - The acquisition of Abundia Global Impact Group, specializing in waste plastic conversion to low-carbon fuels, reflects HUSA's commitment to sustainable energy solutions [8] Strategic Advantages - The Cedar Port Industrial Park features heavy industry infrastructure, including heavy-haul-rated roads and rail interchanges, facilitating efficient transportation of feedstock and products [6] - The region's skilled workforce in engineering and operations is a significant asset for HUSA as it expands its facilities and operations [7] - TGS Cedar Port Partners, the seller of the site, has a strong background in the plastic resin industry, handling approximately 5 billion pounds of plastic resin annually [3][10]

Core Viewpoint - Houston American Energy Corp. has secured a Common Stock Purchase Agreement with an institutional investor, establishing an equity line of credit of up to $100 million to accelerate its growth strategy in the low-carbon fuels and chemicals sector [1][2]. Group 1: Financial Agreement Details - The agreement allows Houston American Energy to sell up to $100 million of its common stock over a 24-month period, with a cap of $2 million per drawdown and shares sold at a 4% discount to the volume weighted average price (VWAP) [2][4]. - The company will file a registration statement with the U.S. Securities and Exchange Commission (SEC) to register the resale of shares under the agreement structured as a committed equity facility [4]. Group 2: Strategic Growth Plans - The capital commitment is seen as a significant milestone and validation of the company's long-term vision, providing enhanced flexibility to execute its growth strategy and advance its project pipeline [2][3]. - The company aims to use the proceeds from the equity line to pursue strategic acquisitions, scale operations, and expand its presence in the energy sector, particularly in low-carbon fuels and chemicals [1][3]. Group 3: Company Background - Houston American Energy Corp. is an independent energy company with a diversified portfolio across conventional and renewable sectors, historically focused on oil and natural gas exploration and production [5]. - In July 2025, the company acquired Abundia Global Impact Group, which specializes in converting waste plastics into low-carbon fuels and chemical feedstocks, reflecting its commitment to sustainable energy solutions [5].

Core Viewpoint - Houston American Energy Corp. has secured a $5 million Convertible Note to fund part of the acquisition of a 25-acre site at Cedar Port Industrial Park, aimed at developing a plastics-to-low-carbon fuels hub [1][4]. Group 1: Acquisition Details - The acquisition site is located in the largest rail and barge-served industrial park in the U.S., providing logistical advantages for transporting feedstock and low-carbon fuels [2]. - The expected closing date for the acquisition is July 2025, with a total cost of approximately $8.5 million [4]. Group 2: Financial Instrument - The Senior Secured Convertible Note has an 8% Original Issue Discount for a face amount of about $5.4 million and carries a 7% interest rate, maturing on July 10, 2026 [3]. - The Note is convertible into common shares at a price representing a 10% premium to a defined look-back price, which is the lower of the closing price on the day prior to signing or the five-day average closing price [3]. Group 3: Company Overview - Houston American Energy Corp. is an independent energy company with a diversified portfolio in both conventional and renewable sectors, focusing on oil and natural gas exploration and production [5]. - The company has recently acquired Abundia Global Impact Group, which specializes in converting waste plastics into low-carbon fuels, reflecting its commitment to sustainable energy solutions [5].

Group 1 - Houston American Energy Corp. appointed Matthew T. Henninger to its Board of Directors following a strategic share exchange with Abundia Global Impact Group, effective July 1, 2025 [1][2] - Mr. Henninger brings over 35 years of experience in investment banking, operational management, and business advisory, currently serving as Managing Partner at BRM Holdings and CEO of Exotropin [2] - The company focuses on converting waste materials into low-carbon fuels and chemicals, addressing the global plastic waste crisis through proprietary pyrolysis technology [4] Group 2 - The appointment of Mr. Henninger is seen as pivotal for the company's new direction, which aims to create economic value while tackling global challenges [3] - Following the appointment, Stephen P. Hartzell resigned from the Board, leaving a total of five directors, including three independent members [3]

Core Viewpoint - Houston American Energy Corp. has completed the acquisition of Abundia Global Impact Group, positioning itself as a leader in converting waste plastics into low-carbon fuels and chemical products [1][2][3] Company Overview - Houston American Energy Corp. focuses on renewable energy by converting waste materials into valuable low-carbon fuels and chemicals, utilizing proprietary pyrolysis technology to address the global plastic waste crisis [6] Transaction Highlights - The acquisition creates a platform for future value generation as the fuel and chemical industries shift towards low-carbon solutions and sustainable aviation fuel [3] - Abundia's founder, Ed Gillespie, will serve as CEO and join the Board of Directors, indicating strong leadership continuity [2][3] - The combined company plans to develop large-scale recycling projects, starting with a facility in the U.S. Gulf Coast, which is strategically located for access to waste feedstock and customers [7] Market Opportunity - The transaction targets a multi-billion dollar market, directly addressing the growing global demand for renewable fuels, Sustainable Aviation Fuel (SAF), and recycled chemical feedstocks [7] - The company possesses commercially ready technology that utilizes a proven pyrolysis process to convert waste plastics into valuable fuels and chemicals [7]

Core Viewpoint - Univest Securities, LLC has successfully closed a registered direct offering for Houston American Energy Corp, raising approximately $1.2 million in gross proceeds [1][3]. Group 1: Offering Details - Houston American Energy Corp agreed to sell 81,629 shares of common stock at a price of $14.80 per share to an institutional investor [2]. - The net proceeds from the offering are intended for general corporate purposes, amounting to approximately $1 million after deducting fees and expenses [3]. Group 2: Regulatory Compliance - The offering was conducted under a shelf registration statement on Form S-3, which was declared effective by the SEC on November 4, 2024 [4]. Group 3: Company Overview - Houston American Energy Corp is an independent oil and gas company involved in the acquisition, exploration, and production of natural gas and crude oil, primarily in the Texas Permian Basin, Colombia, and the Louisiana Gulf Coast [7].