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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2024~~2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1001-32955

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

76-0675953

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~801~~1300 ~~Travis~~Post ~~Street~~Oak Blvd, Suite ~~1425,~~1305 ~~Houston, Texas 77002~~

Houston, Texas 77056

(Address of principal executive offices)(Zip code)

~~Issuer~~Registrant’s telephone number, including area code: (713) ~~222~~322-~~6966~~8818

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	HUSA	NYSE American
Common Stock, $0.001 par value per share	AGIG	NYSE American

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
Smaller reporting company	☒	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to o § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on ~~December~~June 3130, ~~2024~~2025 (the last business day of the second quarter of the registrant’s most recently completed fiscal year), based on the closing ~~sales~~ price of the registrant’s common stock on that date, was $17,~~666~~898,~~820~~445. Shares of common stock held by each ~~current~~ executive officer and director and by each person known by the registrant to own 10% or more of the outstanding common stock on such date have been excluded from this computation in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily conclusive.

The number of shares of the registrant’s common stock, par value $0.001 ~~par~~per ~~value~~share, outstanding as of ~~February 21~~March 19, ~~2025~~2026 was 1543,~~686~~720,~~533~~999.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the ~~Company~~registrant’s ~~Proxy~~definitive ~~Statement~~proxy statement for the 2026 annual meeting of its ~~2025~~stockholders ~~Annual~~(to ~~Meeting~~be ~~are~~filed with the United States Securities and Exchange Commission (“SEC”) under Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, within 120 days after the end of the registrant’s fiscal year) will be, upon filing, incorporated by reference into Part III of this Annual Report on Form 10-K for the registrant’s fiscal year ended December 31, 2025.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	34
Item 1A.	Risk Factors	139
Item 1B.	Unresolved Staff Comments	2334
Item 1C.	Cybersecurity	2334
Item 2.	Properties	2334
Item 3.	Legal Proceedings	2334
Item 4.	Mine Safety Disclosures	2334
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	2435
Item 6.	Reserved	2436
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2536
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3042
Item 8.	Financial Statements and Supplementary Data	3042
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3042
Item 9A.	Controls and Procedures	3043
Item 9B.	Other Information	3143
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3143
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	3144
Item 11.	Executive Compensation	3244
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3244
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3244
Item 14.	Principal Accountant Fees and Services	3244
PART IV
Item 15.	Exhibit and Financial Statement Schedules	3345
Item 16.	Form 10-K Summary	3448
SIGNATURES		3549

FORWARD-LOOKING STATEMENTS

This ~~annual~~Annual ~~report~~Report on Form 10-K ~~contains~~for ~~forward-looking~~our ~~statements~~fiscal ~~within~~year ~~the~~ended ~~meaning~~December of31, ~~the~~2025 ~~federal~~(this ~~securities~~“Report”) ~~laws.~~contains ~~These forwarding~~forward-looking ~~statements~~ ~~include without limitation~~ statements within ~~regarding~~the ~~our~~meaning ~~expectations~~of ~~and~~Section ~~beliefs~~27A ~~about~~of the ~~market~~Securities ~~and~~Act ~~industry,~~of ~~our goals~~1933, ~~plans, and~~as ~~expectations~~amended ~~regarding~~(the ~~our~~“Securities ~~properties and drilling activities and results~~Act”), ~~our intentions~~ and ~~strategies~~Section ~~regarding~~21E ~~future~~of ~~acquisitions~~the ~~and~~Securities ~~sales~~Exchange Act of ~~properties~~1934, ~~our~~as ~~intentions~~amended ~~and strategies regarding~~ (the ~~formation~~“Exchange ofAct”). ~~strategic~~Forward-looking ~~relationships,~~statements ~~our~~discuss ~~beliefs~~matters ~~regarding~~that ~~the~~are not ~~future~~historical ~~success~~facts. ofBecause ~~our~~they ~~properties,~~discuss ~~our~~future ~~expectations~~events ~~and~~or ~~beliefs regarding competition~~conditions, ~~competitors,~~forward-looking ~~the~~statements ~~basis~~may ofinclude ~~competition~~words ~~and~~such ~~our~~as ~~ability~~“anticipate,” to“believe,” ~~compete~~“estimate,” ~~our~~“intend,” ~~beliefs~~“could,” ~~and expectations regarding our ability to hire and retain personnel~~“should,” ~~our beliefs regarding period to period results~~“would,” of“may,” ~~operations~~“seek,” ~~our~~“plan,” ~~expectations~~“might,” ~~regarding revenues~~“will,” ~~our expectations regarding future growth and financial performance~~“expect,” ~~our beliefs and~~“predict,” ~~expectations regarding the adequacy of our facilities~~“project,” ~~and our beliefs and expectations regarding our financial position~~“forecast,” ability to finance operations and growth and the amount of financing necessary to support operations. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially. See “~~Item~~potential,” ~~1A. Risk Factors~~“continue,” ~~for~~negatives athereof ~~discussion of certain risk factors. We undertake no obligation to update forward-looking statements to reflect events~~ or ~~circumstances~~similar ~~occurring after the date of this annual report on Form 10-K~~expressions.

AsThese ~~used~~forwarding-looking statements include, without limitation, statements regarding our expectations and beliefs about the market and industry, our goals, plans, and expectations regarding our activities and results in ~~this~~the ~~annual~~recycling ~~report~~and onrenewable ~~Form~~energy ~~10-K~~sector and the oil and gas sector, ~~unless~~our intentions and strategies regarding the ~~context~~formation ~~otherwise~~of ~~requires~~strategic relationships, our beliefs regarding the future ~~terms~~success ~~“we~~of our strategy,” ~~“us~~our expectations and beliefs regarding competition,” “competitors, the basis of competition and our ~~Company~~ability to compete,” our beliefs and expectations regarding our ability to hire and retain personnel, our beliefs regarding period to period results of operations, our expectations regarding revenues, our expectations regarding future growth and financial performance, our beliefs and expectations regarding the adequacy of our facilities, and our beliefs and expectations regarding our financial position, ability to finance operations and growth and the amount of financing necessary to support operations. Many of those factors are outside of our control and these forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from expected and historical results. See “~~Houston~~Item ~~American~~1A. Risk Factors” of ~~refer~~this Report for a discussion of such risks and uncertainties. These and other factors could cause results to ~~Houston~~differ ~~American~~materially from ~~Energy~~those ~~Corp~~expressed in the estimates made by the independent parties and by us. Except to the extent required by law, awe ~~Delaware~~undertake ~~corporation~~no obligation to update such forward-looking statements to reflect events or circumstances occurring after the date of this Report.

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

As used in this Report, unless the context otherwise requires, the terms “we”, “our”, “us”, “the Company” and “AGIG” refer to Abundia Global Impact Group, Inc., a Delaware corporation.

PART I

Item 1.

Business

General

~~Houston~~On ~~American~~July ~~Energy~~1, ~~Corp~~2025, isAbundia anGlobal ~~independent~~Impact ~~oil~~Group, ~~and~~Inc. ~~gas~~(formerly ~~company~~Houston ~~focused~~American onEnergy Corp.), a Delaware corporation (“AGIG”, the ~~development~~“Company,” ~~exploration~~“we,” ~~exploitation~~“us,” ~~acquisition~~or “our”), ~~and~~acquired ~~production~~all of the outstanding units of ~~natural~~Abundia ~~gas~~Global ~~and~~Impact ~~crude~~Group ~~oil~~LLC ~~properties~~(“AGIG LLC”) through a share exchange transaction. ~~Our~~Prior ~~principal~~to ~~properties~~the transaction, ~~and~~the ~~operations~~Company, ~~are~~as inHouston ~~the~~American UEnergy Corp.S. ~~Permian~~(“HUSA”), ~~Basin~~operated as a small independent oil and ~~the~~gas ~~South~~company ~~American~~focused on ~~country~~the exploration and production of ~~Colombia.~~crude ~~Additionally,~~oil weand ~~have~~natural ~~properties~~gas primarily in the ~~Louisiana~~Permian Basin and the U.S. Gulf Coast region.

~~We focus~~For onaccounting ~~early identification of~~purposes, ~~and~~the ~~opportunistic~~Share ~~entrance~~Exchange ~~into,~~is ~~existing~~treated ~~and~~as ~~emerging~~a ~~resource~~reverse ~~plays.~~acquisition, ~~We do not operate properties but typically seek to partner~~ with, orAGIG ~~invest~~as ~~along-side, larger operators in~~ the ~~development~~surviving ~~of resources or retain interests, with~~entity. orAs ~~without contribution on our part~~such, inthe ~~prospects~~historical ~~identified,~~financial ~~packaged~~statements ~~and~~of ~~promoted~~the toaccounting ~~larger operators. By entering these plays earlier~~acquirer, ~~identifying~~ ~~stranded blocks and partnering with~~AGIG, ~~investing~~became ~~along-side~~the orhistorical ~~promoting~~consolidated ~~to,~~financial ~~larger operators, we believe we can capture larger~~statements ~~resource~~of ~~potential~~the ~~at lower cost and minimize our exposure to drilling risks and costs and ongoing operating costs~~Company.

~~We,~~Following ~~along~~the ~~with~~transaction, ~~our~~the ~~partners,~~Company ~~actively~~now ~~manage~~primarily ~~our~~operates ~~resources~~as a low carbon energy solutions company through ~~opportunistic~~AGIG ~~acquisitions~~LLC. ~~and~~The ~~divestitures~~Company ~~where~~also ~~reserves~~continues to ~~can~~hold beits ~~identified~~legacy oil and gas assets, which remain in operation and generate revenue. The legacy oil and gas business is reported as ~~developed,~~a ~~monetized~~separate operating segment and ~~financial~~is ~~resources~~not ~~redeployed~~considered ~~with~~material to the ~~objective~~Company’s ofongoing ~~growing~~operations. ~~reserves,~~The ~~production~~Company does not intend to allocate additional capital or management resources to the legacy oil and ~~shareholder~~gas ~~value~~assets beyond what is required for compliance, reporting and maintenance of existing operations.

~~Properties~~Low-Carbon Energy Business

~~Our~~The ~~exploration~~Company, ~~and~~through AGIG LLC, is engaged in the development ~~projects~~and ~~are~~commercialization of low carbon fuels and renewable chemical products derived from waste plastics and biomass feedstocks. The Company’s business model is focused on ~~existing~~utilizing ~~property~~licensed ~~interests~~and inproprietary ~~the~~process technologies ~~Texas~~to ~~Permian~~convert ~~Basin,~~waste ~~the~~materials ~~South~~into ~~American~~hydrocarbon ~~country of~~products ~~Colombia~~that ~~and~~are ~~the~~compatible ~~onshore~~with ~~Louisiana~~existing ~~Gulf~~refining, ~~Coast~~distribution, ~~region~~and end user infrastructure.

~~Each~~The ofCompany ~~our~~is ~~property interests differ~~ in ~~scope~~the ~~and~~development ~~character~~ and ~~consists~~precommercial ofstage ~~one~~and orhas ~~more~~not ~~types~~yet ofcommenced ~~assets,~~sustained ~~such~~commercial asscale ~~3-D~~production. ~~seismic~~The ~~data, owned~~Company’s ~~mineral~~ability ~~interests,~~to ~~leasehold~~achieve ~~positions,~~commercial ~~lease~~operations ~~options,~~is ~~working~~dependent ~~interests in leases~~on, ~~partnership~~among orother ~~limited~~things, ~~liability~~securing ~~company~~additional ~~interests~~capital, ~~corporate~~ ~~equity~~completing ~~interests~~engineering ~~or other mineral rights. Our percentage interest in each property represents the portion of the interest in~~and ~~the property we share with other partners in the property. Because each property consists of a bundle of assets that may or may not include a working interest in the project~~permitting, ~~our~~constructing ~~stated~~production ~~interest in a property simply represents our proportional ownership in the bundle of assets that constitute the property. Therefore~~facilities, ~~our interest in a property should not be confused with the working interest that we will own when a given well is drilled. Each of our exploration~~ and ~~development~~successfully ~~projects~~commissioning ~~represents~~planned ~~a negotiated transaction between the project partners relating to one or more properties~~operations. ~~Our working interest may be higher or lower than our stated interest.~~

3Products and End Markets

The ~~following~~Company ~~table~~intends ~~sets~~to ~~forth~~produce ~~information~~renewable ~~relating~~and tolow ~~our~~carbon ~~principal~~products ~~properties~~for asestablished offuel ~~December~~and 31chemical markets, ~~2024~~including:

										2024 Net Production
	Net acreage		Average working interest %			Gross producing wells		Net proved reserves (boe)(1)		Oil (bbls)(1)		Natural Gas (mcf)(1)		Natural Gas Liquids (gallons)
Texas		98		6.8	%		4		159,875		5,992		53,476		159,680
Louisiana		582		23.4	%		—		—		—		—		—
Total U.S.		680		15.1	%		4		159,875		5,992		53,476		159,680
Colombia(2)		572		16	%		4		—		—		—		—
Total		1,252		16	%		8		159,875		5,992		53,476		159,680

●

renewable diesel, including ultra low sulfur diesel and low carbon marine fuels;

	(1)	All reserve and production information excludes wells operated by Hupecol Meta in Colombia.
	(2)	Net acreage and average working interest in Colombia are held through our investment in Hupecol Meta, and are subject to pending approvals of (i) the proposed relinquishment of a portion of the acreage within the Venus Exploration Area of the CPO-11 block; and (ii) the acquisition of the remaining 50% interest in the balance of the CPO-11 block previously farmed out to Parex Resources. See “Colombian Properties – CPO-11” below.

●

sustainable aviation fuel; and

~~- United~~● ~~States~~renewable ~~Properties:~~naphtha and other chemical feedstocks.

InThe ~~the~~Company’s ~~United~~products ~~States~~are designed to be “drop-in” compatible with conventional fuels and chemical infrastructure, ~~our~~subject to ~~principal~~regulatory ~~properties~~approvals and ~~operations~~product ~~are~~qualification ~~located~~requirements. inFinal ~~the~~product offerings and sales volumes will depend on~~-shore~~ ~~Permian~~successful ~~Basin~~facility development, ~~and~~feedstock ~~Gulf~~availability, ~~Coast~~regulatory ~~region~~approvals, ofand ~~Louisiana~~customer demand.

~~Texas~~Technology ~~Properties – Permian Basin~~Platform

~~Reeves~~Feedstock County. We hold a 18.1% average working interest in 320 gross acres in Reeves County, Texas, consisting of (1) the 160 gross acre Johnson Lease, in which we hold a 25% working interest, subject to a proportionate 5% back-in after payout, and (2) the 160 gross acre O’Brien Lease, in which we hold an average 11.2% working interest. Our Reeves County acreage lies within the Delaware sub-basin of the Permian Basin, with resource potential in the Wolfcamp, Bone Spring and Avalon formations. During 2017, we drilled and completed our initial wells on both lease blocks, the Johnson State #1H well and the O’Brien #3H well, both horizontally drilled and hydraulically fractured wells in the Wolfcamp A formation. The Johnson #1H well and O’Brien #3H well were both placed on gas lift during 2021 and were producing at December 31, 2024. For the year ended December 31, 2024, our production in Reeves County totaled 3,468 barrels of oil and 53,476 mcf of natural gas.Conversion

InThe ~~June 2024, we participated in the drilling of six wells in the State Finkle Unit on the O~~Company’~~Brien~~s ~~Lease.~~technology ~~All~~platforms ~~six wells~~ are ~~expected~~ designed to ~~commence~~process ~~production~~two inprincipal ~~March,~~waste ~~2025~~feedstocks:

~~As of~~● ~~December~~waste 31plastics, ~~2024,~~utilizing nolicensed ~~additional~~continuous ~~development~~pyrolysis ortechnologies ~~drilling~~that ~~operations~~convert ~~are~~mixed ~~planned~~plastic ~~with~~waste ~~respect~~into torefinery ~~our~~grade ~~Reeves~~intermediate ~~County~~products; ~~acreage.~~and

~~Yoakum County.~~● ~~We hold a 15.9% average working interest~~biomass, ~~subject~~utilizing tofast apyrolysis ~~proportionate~~technologies ~~10%~~that ~~back-in~~convert ~~after~~biomass ~~payout,~~feedstocks ininto ~~an approximately 360 gross acre block in Yoakum County, Texas. Our Yoakum County acreage lies within the Midland sub~~bio-~~basin~~oil ofsuitable ~~the~~for ~~Permian~~further ~~Basin~~upgrading.

~~During~~These ~~2019,~~technologies weare ~~drilled~~licensed ~~the~~from ~~Frost~~third ~~#1H~~parties ~~well, the first well on our Yoakum County acreage. The well was horizontally drilled, hydraulically fractured in the San Andres Formation~~ and ~~completed~~have ~~and~~been ~~commenced~~demonstrated ~~production~~at invarious ~~mid-2019.~~commercial Aor ~~second~~pilot ~~well~~scale onfacilities ~~our~~operated ~~Yoakum~~by ~~County acreage, the Frost~~licensors ~~#2H~~or ~~well, was horizontally drilled, hydraulically fractured in the San Andres Formation and completed and commenced production during the third quarter of 2020~~partners. ~~For the year ended December 31, 2024, our production in Yoakum County totaled 2,524 barrels of oil.~~

AsUpgrading ofand ~~December 31, 2024, no additional development or drilling operations are planned with respect to our Yoakum County acreage.~~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.

~~Louisiana~~Commercialization ~~Properties~~and Development Status

~~Our~~As ~~sole~~of ~~property~~December in31, ~~Louisiana~~2025, ~~consists~~the ofCompany aremained ~~23.4% mineral interest~~ in ~~2,485~~the ~~gross~~development ~~acres~~stage. inKey ~~East~~activities ~~Baton~~completed ~~Rouge~~or ~~Parish.~~underway include:

~~There are~~● noacquisition ~~present~~of ~~wells,~~the orCedar ~~plans~~Port tosite ~~conduct~~and ~~drilling~~commencement ~~operations,~~of onsite ~~our~~development ~~Louisiana acreage.~~activities;

~~- Colombian~~● ~~Properties:~~entry into technology licensing and service agreements;

~~At December~~● ~~31,~~advancement ~~2024,~~of ~~we held interests in a single block~~engineering, ~~through our equity investment in Hupecol Meta~~design, ~~LLC, operated by Hupecol Operating~~ and ~~affiliates,~~permitting inactivities ~~Colombia~~for ~~covering~~an ~~639,405~~initial ~~gross~~waste ~~acres.~~plastics Weto ~~identify~~fuels ~~our Colombian prospect as the Venus Exploration Area within the CPO-11 block~~ and ~~remainder~~chemicals offacility; ~~the CPO-11 block.~~and

~~The following~~● ~~table~~pilot ~~sets~~scale ~~forth~~testing ~~information~~and ~~relating~~validation toof ~~our~~upgrading ~~interests in prospects in Colombia at December 31, 2024:~~pathways.

Property	Operator	Ownership Interest			Total Gross Acres		Total Gross Developed Acres		Gross Productive Wells
CPO-11 – Venus Exploration Area	Hupecol		16.0	%		3,573		1,332		4
Total						3,573		1,332		4

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.

The CPO-11 concession, including the Venus Exploration Area, is located in the Llanos Basin and is owned and operated by Hupecol Meta.

CPO-11

During 2019, we acquired a two percent ownership interest in Hupecol Meta, LLC (“Hupecol Meta”). Hupecol Meta owns the 639,405 gross acre CPO-11 block in the Llanos Basin in Colombia. The CPO-11 block is comprised of the 69,128 acre Venus Exploration area and 570,277 acres which was 50% farmed out by Hupecol to Parex Resources. In 2021, Hupecol Meta increased its ownership interest in the CPO-11 block and we agreed to contribute $99,716. In 2022, we acquired additional interests in Hupecol Meta for an aggregate of $657,638. As a result of our acquisition of additional interests in 2021 and 2022, our ownership interest in Hupecol Meta was approximately 18% at December 31, 2024. Through our ownership interest in Hupecol Meta, at December 31, 2024, we hold an approximately 16% interest in the Venus Exploration Area and an approximately 8% interest in the remainder of the CPO-11 block.

The CPO-11 block covers almost 1,000 square miles. During 2023, in the Venus Exploration Area, Hupecol Meta drilled and completed the Venus 1-H horizontal well and the Venus 2-H ST1 well. At December 31, 2024, the Saturno ST1 and Venus 2A wells, both vertical wells, and the Venus 1-H and Venus 2-H ST1 wells, both horizontal wells, were on production in the Venus Exploration Area of the CPO-11 block.

Hupecol Meta has (i) proposed to relinquish approximately 62,139 gross acres within the Venus Exploration Area, decreasing its holding within that area to approximately 7,157 gross, and 1,145 net, acres; and (ii) agreed to acquire the 50% interest in the CPO-11 block farmed out to Parex Resources, which would increase Hupecol Meta’s net acreage position in the block to 91,244 acres. The relinquishment of such acreage and acquisition of the Parex interest are both subject to approval of the Colombian hydrocarbons agency, or ANH.

Our equity investment in Hupecol Meta is accounted for at cost and, accordingly, this report does not include any reserves, production and operating results of Hupecol Meta.

In late 2023, Hupecol advised that it intends to evaluate potential monetization of its assets in Colombia, including the interest in the CPO-11 block held by Hupecol Meta. Pending the outcome of Hupecol’s evaluation of, and potential efforts regarding, monetization of the CPO-11 block, we have no planned drilling operations, or other planned operations, in Colombia. There is no assurance as to the timing or outcome of Hupecol’s potential monetization of assets.

As of December 31, 2024, the Company determined it was necessary to take an impairment charge for our investment in Hupecol Meta due to indications that its earnings performance has deteriorated, and the investment is no longer viewed as viable. We determined that we are unlikely to receive any substantial amount of proceeds upon the sale of Hupecol Meta, rendering the value of the investment fully impaired.

Drilling Activity

The following table summarizes the number of wells drilled through Hupecol Meta, during 2024, 2023 and 2022, excluding any wells drilled under farmout agreements, royalty interest ownership, or any other wells in which we do not have a working interest (direct or indirect).

	Year Ended December 31,
	2024				2023				2022
	Gross		Net		Gross		Net		Gross		Net
Development wells, completed as:
Productive		—		—		2		0.32		—		—
Non-productive		—		—		—		—		—		—
Total development wells		—		—		2		0.32		—		—
Exploratory wells, completed as:
Productive		—		—		—		—		1		0.16
Non-productive		1		0.16		—		—		1		0.16
Total exploratory wells		—		—						2		0.32

Productive wells are wells that are found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes. During 2024, the operator of the O’Brien Lease, EOG, decided to drill six new wells on the Finkle State Unit. We decided to participate in the drilling of those wells. We anticipate production from those wells to begin in March, 2025. .

Hupecol Meta drilled a well in 2024 which turned out to be non-productive. Through our investment in Hupecol Meta, we own approximately 16% of the block on which the well was drilled.

Productive Wells

Productive wells consist of producing wells and wells capable of production, including shut-in wells. A well bore with multiple completions is counted as only one well. As of December 31, 2024, we owned interests in 14 gross wells (including indirect interests in wells in Colombia through our equity interest in Hupecol Meta). As of December 31, 2024, we had interests in productive wells, categorized by geographic area, as follows:

	Oil Wells		Gas Wells
United States
Gross		10		—
Net		0.7022		—
Colombia
Gross		4		—
Net		0.64		—
Total
Gross		14		—
Net		1.3422		—

Volume, Prices and Production Costs

The following table sets forth certain information regarding the production volumes, average prices received and average production costs associated with our sales of gas and oil, categorized by geographic area (excluding our production, prices and costs attributable to wells operated by Hupecol Meta), for each of the three years ended December 31, 2024, 2023, and 2022:

	Year Ended December 31,
	2024		2023		2022
Net Production:
Gas (Mcf):
United States		53,476		57,360		73,635
Colombia		—		—		—
Total		53,476		57,360		73,635
Natural Gas Liquids (Gallons)
United States		159,680		179,506		248,506
Colombia		—		—		—
Total		159,680		179,506		248,506
Oil (Bbls):
United States		5,992		7,971		10,688
Colombia		—		—		—
Total		5,992		7,971		10,688
Average sales price:
Gas ($ per Mcf)
United States	$	0.17	$	1.38	$	5.13
Colombia		—		—		—
Total	$	0.17	$	1.38	$	5.13
Natural Gas Liquids ($ per Gallon)
United States	$	0.71	$	0.69	$	1.07
Colombia		—		—		—
Total	$	0.71	$	0.69	$	1.07
Oil ($ per Bbl)
United States		73.08	$	74.08	$	93.10
Colombia		—		—		—
Total		73.08	$	74.08	$	93.10
Average production costs ($ per BOE):
United States		42.85	$	27.03	$	27.48
Colombia		—		—		—
Total		42.85	$	27.03	$	27.48

Average production costs per BOE in 2024 increased to $42.85 per BOE from $27.03 in 2023 due to inflation-related increases in expenses and workover costs incurred in early 2024 related to two of our US wells.

Natural Gas and Oil Reserves

Reserve Estimates

The following tables set forth, by country and as of December 31, 2024, our estimated net proved oil and natural gas reserves, and the estimated present value (discounted at an annual rate of 10%) of estimated future net revenues before future income taxes (“PV-10”) and after future income taxes (“Standardized Measure”) of our proved reserves, each prepared in accordance with assumptions prescribed by the Securities and Exchange Commission (“SEC”). The below table excludes reserve and other information pertaining to assets operated by Hupecol Meta.

The PV-10 value is a widely used measure of value of oil and natural gas assets and represents a pre-tax present value of estimated cash flows discounted at ten percent. PV-10 is considered a non-GAAP financial measure as defined by the SEC. We believe that our PV-10 presentation is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves before taking into account the related future income taxes, as such taxes may differ among various companies because of differences in the amounts and timing of deductible basis, net operating loss carry forwards and other factors. We believe investors and creditors use our PV-10 as a basis for comparison of the relative size and value of our proved reserves to the reserve estimates of other companies. PV-10 is not a measure of financial or operating performance under GAAP and is not intended to represent the current market value of our estimated oil and natural gas reserves. PV-10 should not be considered in isolation or as a substitute for the standardized measure of discounted future net cash flows as defined under GAAP.

These calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry and in accordance with SEC financial accounting and reporting standards.

			Reserves (1)
	Oil		Natural Gas		NaturalGas Liquids		Total (2)
	(bbls)		(mcf)		(gal)		(boe)
Reserve category
Proved Developed Producing
United States		29,380		339,210		959,650		108,764
Colombia(3)		—		—		—		—
Total Proved Developed Producing Reserves		29,380		339,210		959,650		108,764
Proved Non-Producing
United States		17,010		78,980		502,600		42,140
Colombia(3)		—		—		—		—
Total Proved Non-Producing Reserves		17,010		78,980		502,600		42,140
Total Proved Reserves		46,390		418,190		1,462,250		150,904

	Proved Developed		Proved Non-Producing		Total Proved
PV-10 (1)	$	537,870	$	585,400	$	1,123,270
Standardized measure (4)	$	537,870	$	585,400	$	1,123,270

	(1)	In accordance with applicable financial accounting and reporting standards of the SEC, the estimates of our proved reserves and the PV-10 set forth herein reflect estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using prices and costs under existing economic conditions at December 31, 2024. For purposes of determining prices, we used the unweighted arithmetical average of the prices on the first day of each month within the 12-month period ended December 31, 2024. The average prices utilized for purposes of estimating our proved reserves were $71.96 per barrel of oil, $0.52 per MMBTu of natural gas, and $0.71 per gallon of natural gas liquids for our US properties, adjusted by property for energy content, quality, transportation fees and regional price differentials. The prices should not be interpreted as a prediction of future prices. The amounts shown do not give effect to non-property related expenses, such as corporate general administrative expenses and debt service, future income taxes or to depreciation, depletion and amortization.
	(2)	Natural gas is converted on the basis of six Mcf of gas per one barrel of oil equivalent.
	(3)	As an equity investment accounted for at cost, we do not report any reserves attributable to our investment in Hupecol Meta.
	(4)	The Standard Measure differs from PV-10 only in that the Standard Measure reflects estimated future income taxes.

Due to the inherent uncertainties and the limited nature of reservoir data, proved reserves are subject to change as additional information becomes available. The estimates of reserves, future cash flows and present value are based on various assumptions, including those prescribed by the SEC, and are inherently imprecise. Although we believe these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

Reserve Estimation Process, Controls and Technologies

The reserve estimates, including PV-10 and Standard Measure estimates, set forth above were prepared by Russell K. Hall & Associates, Inc. for our Permian Basin, Texas reserves.

The reserves as of December 31, 2024 were determined in accordance with standard industry practices and SEC regulations by the licensed independent petroleum engineering firm. The calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry.

Our year-end reserve reports are prepared by reserve engineering firms based upon a review of property interests being appraised, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, geosciences and engineering data, and other information provided to them by our management team. Upon analysis and evaluation of data provided, the reserve engineering firms issue a preliminary appraisal report of our reserves. The preliminary appraisal report and changes in our reserves are reviewed by our President and board for reasonableness of the results obtained. Once any questions have been addressed, the reserve engineering firms issue final appraisal reports, reflecting their conclusions.

Russell K. Hall & Associates is an independent Midland, Texas based professional engineering firm providing reserve evaluation services to the oil and gas industry. Their report was prepared under the direction of Russell K. Hall, founder and President of Russell K. Hall & Associates. Mr. Hall holds a BS in Mechanical Engineering from the University of Oklahoma, is a registered professional engineer and a member of the Society of Petroleum Engineers, the Society of Independent Professional Earth Scientists and the West Texas Geological Society. Mr. Hall has more than 30 years of experience in reserve evaluation for the oil and gas industry and the oil and gas finance industry. Russell K. Hall & Associates, and its employees, have no interest in our company or our properties and were objective in determining our reserves.

The SEC’s rules with respect to technologies that a company can use to establish reserves allows use of techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Our reserve engineering firm used a combination of production and pressure performance, simulation studies, offset analogies, seismic data and interpretation, geophysical logs and core data to calculate our reserves estimates.

Proved Undeveloped Reserves

We had no proved undeveloped reserves at either December 31, 2023 or December 31, 2024.

Developed and Non-Producing Acreage

The following table sets forth the gross and net developed and non-producing acreage (including both leases and concessions, but excluding acreage in which we hold a royalty interest but no working interest), categorized by geographical area, which we held as of December 31, 2024:

	Developed				Non-Producing
	Gross		Net		Gross		Net
United States		3,040		98		2,485		582
Colombia		1,332		213		2,241		359
Total		4,372		311		4,726		941

Developed acreage is comprised of leased acres that are within an area spaced by or assignable to a productive well and acreage in which we hold a direct or indirect mineral interest with no potential development related lease expirations. Non-producing acreage is comprised of leased acres that are within an areas assigned to a well which is not yet producing, in which we hold a direct or indirect mineral interest.

As is customary in the oil and natural gas industry, we can generally retain our interest in undeveloped acreage by drilling activity that establishes commercial production sufficient to maintain the leases or by paying delay rentals during the remaining primary term of leases. The oil and natural gas leases in which we have an interest are for varying primary terms and, if production under a lease continues from our developed lease acreage beyond the primary term, we are entitled to hold the lease for as long as oil or natural gas is produced.

Title to Properties

Title to properties is subject to royalty, overriding royalty, carried working, net profits, working and other similar interests and contractual arrangements customary in the gas and oil industry, liens for current taxes not yet due and other encumbrances. As is customary in the industry in the case of undeveloped properties, little investigation of record title is made at the time of acquisition (other than preliminary review of local records).

Investigation, including a title opinion of local counsel, generally is made before commencement of drilling operations.

Marketing

At December 31, ~~2024~~2025, we had no contractual agreements in place in Europe to sell crude pyrolysis oil derived from plastics produced from our first ~~gas~~future ~~and~~site ~~oil~~in ~~production~~Europe. We intend to market our products to fuel distributors, refiners, airlines, marine fuel customers and ~~all~~chemical ~~production~~manufacturers. ~~was~~Commercial sales ~~sold~~are expected to depend on ~~spot~~successful ~~markets~~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.

Human Capital

As of December 31, ~~2024~~2025, we had 2two full-time employees and no part-time employees. The employees are not covered by a collective ~~bargaining~~ bargaining agreement, and we do not anticipate that any of our future employees will be covered by such agreements.

Competition

WeThe ~~encounter~~waste ~~intense~~to ~~competition~~liquid ~~from~~fuel ~~other~~market ~~oil~~is ~~and~~relatively ~~gas~~new ~~companies~~and incompetition ~~all~~is ~~areas~~still ~~of our operations, including the acquisition of producing properties and undeveloped acreage~~developing. ~~Our~~Large ~~competitors~~early-stage ~~include~~markets, ~~major~~such ~~integrated~~as ~~oil and gas companies~~Europe, ~~numerous~~require early ~~independent~~engagement ~~oil~~across ~~and~~verticals ~~gas companies~~ and ~~individuals.~~customers ~~Many~~to ofgain ~~our~~market ~~competitors are large~~share, ~~well-established companies with substantially larger operating staffs~~ and ~~greater~~ ~~capital~~ongoing ~~resources~~effort ~~and~~to ~~have~~scale ~~been~~channels, ~~engaged~~installers, inteams ~~the oil~~ and ~~gas business for a much longer time than our Company~~processes. ~~These companies~~ ~~may~~In beaddition, ~~able~~there toare ~~pay~~multiple ~~more~~competitors ~~for~~worldwide ~~productive~~with ~~oil~~limited ~~and gas properties~~funding, ~~exploratory~~which ~~prospects~~could ~~and~~cause topoor ~~define~~experiences, ~~evaluate,~~hampering ~~bid~~overall ~~for and purchase a~~adoption ~~greater number of properties and prospects than our financial~~ or ~~human~~trust ~~resources permit. Our ability to acquire additional properties and to discover reserves~~ in ~~the~~any ~~future~~particular ~~will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in this highly competitive environment~~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. If the Company fails to adapt to changing market conditions or fails to continue to compete successfully with current or new competitors, our growth will be limited, which would adversely affect business and results of operations.

Regulatory Matters

Regulation of Oil and Gas Production, Sales and Transportation

The oil and gas industry is subject to regulation by numerous national, state and local governmental agencies and departments. Compliance with these regulations is often difficult and costly and noncompliance could result in substantial penalties and risks. Most jurisdictions in which we operate also have statutes, rules, regulations or guidelines governing the conservation of natural resources, including the unitization or pooling of oil and gas properties, minimum well spacing, plugging and abandonment of wells and the establishment of maximum rates of production from oil and gas wells. Some jurisdictions also require the filing of drilling and operating permits, bonds and reports. The failure to comply with these statutes, rules and regulations could result in the imposition of fines and penalties and the suspension or cessation of operations in affected areas.

Environmental Regulation

Various federal, state and local laws and regulations relating to the protection of the environment, including the discharge of materials into the environment, may affect our exploration, development and production operations and the costs of those operations. These laws and regulations, among other things, govern the amounts and types of substances that may be released into the environment, the issuance of permits to conduct exploration, drilling and production operations, the discharge and disposition of generated waste materials and waste management, the reclamation and abandonment of wells, sites and facilities, financial assurance and the remediation of contaminated sites. 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.

10Environmental, 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.

Compliance with environmental and related regulatory requirements may require significant capital expenditures and operating costs, including costs associated with engineering controls, monitoring, recordkeeping, reporting, training, inspections, and waste management. These laws and regulations may impose substantial liabilities for noncompliance and for any contamination resulting from our operations, including administrative, civil or criminal penalties, injunctive relief, permit modification, suspension or revocation, and requirements to investigate and remediate contamination. In addition, certain environmental statutes provide for citizen suits and other private rights of action, which could result in litigation, delay, or additional compliance costs. Changes in environmental laws and regulations, evolving interpretations and enforcement practices, the timing and outcome of permitting processes, and the availability and cost of compliance measures are subject to uncertainty and could be material to our business, results of operations, cash flows and financial condition.

The environmental laws and regulations applicable to our U.S. operations include, among others, the following United States federal laws and regulations:

● ~~Clean Air Act~~CAA, and its amendments, which govern air emissions; ● ~~Clean Water Act~~CWA, which governs discharges into waters of the United States; ● ~~Comprehensive Environmental Response~~CERCLA, ~~Compensation and Liability Act,~~ which imposes liability where hazardous releases have occurred or are threatened to occur (commonly known as “Superfund”); ● ~~Resource Conservation and Recovery Act~~RCRA, which governs the management of solid waste; ● Oil Pollution Act of 1990, which imposes liabilities resulting from discharges of oil into navigable waters of the United States; ● ~~Emergency Planning and Community Right-to-Know Act~~EPCRA, which requires reporting of toxic chemical inventories; ● Safe Drinking Water Act, which governs the underground injection and disposal of wastewater; and ● U.S. Department of Interior regulations, which impose liability for pollution cleanup and damages.

Colombia has similar laws and regulations designed to protect the environment.

We routinely obtain permits for our facilities and operations in accordance with these applicable laws and regulations on an ongoing basis. There are no known issues that have a significant adverse effect on the permitting process or permit compliance status of any of our facilities or operations.

The ultimate financial impact of these environmental laws and regulations is neither clearly known nor easily determined as new standards are enacted and new interpretations of existing standards are rendered. Environmental laws and regulations are expected to have an increasing impact on our operations. In addition, any non-compliance with such laws could subject us to material administrative, civil or criminal penalties, or other liabilities. Potential permitting costs are variable and directly associated with the type of facility and its geographic location. Costs, for example, may be incurred for air emission permits, spill contingency requirements, and discharge or injection permits. These costs are considered a normal, recurring cost of our ongoing operations and not an extraordinary cost of compliance with government regulations.

Although we do not operate the properties in which we hold interests, noncompliance with applicable environmental laws and regulations by the operators of our oil and gas properties could expose us, and our properties, to potential costs and liabilities associated with such environmental laws. While we exercise no oversight with respect to any of our operators, we believe that each of our operators is committed to environmental protection and compliance. However, since environmental costs and liabilities are inherent in our operations and in the operations of companies engaged in similar businesses and since regulatory requirements frequently change and may become more stringent, there can be no assurance that material costs and liabilities will not be incurred in the future. Such costs may result in increased costs of operations and acquisitions and decreased production.6

Climate Change Legislation and Greenhouse Gas Regulation

Federal, state and local laws and regulations continue to address concerns about the environmental and climatic effects of greenhouse gas (“GHG”) emissions. These effects are widely referred to as “climate change.” Historically, following its December 2009 endangerment finding regarding GHG emissions, the Environmental Protection Agency (the “EPA”) began regulating sources of GHG emissions under the federal CAA, including through reporting, permitting, and technology-based requirements applicable to stationary sources. On August 1, 2025, the EPA published a proposed rule to rescind the 2009 greenhouse gas endangerment finding which concluded that greenhouse gases endanger public health and welfare. On February 12, 2026, the EPA finalized a rule rescinding the 2009 endangerment finding, which had served as the legal basis for regulating GHG emissions from new motor vehicles and engines under CAA Section 202(a). With the rescission, the EPA no longer has statutory authority to prescribe federal GHG emission standards for motor vehicles, and all such standards have been repealed. The rescission does not, however, directly alter existing GHG-related permitting or reporting requirements for stationary sources, including oil and gas production facilities, which remain subject to other federal, state, and local regulatory programs.

We continue to monitor evolving federal climate-related policies, as well as state and regional initiatives that may impose additional GHG-related obligations on our operations.

Moreover, the U.S. Congress has considered establishing a cap-and-trade program to reduce U.S. emissions of greenhouse gases. Under past proposals, the EPA would issue or sell a capped and steadily declining number of tradable emissions allowances to certain major sources of greenhouse gas emissions so that such sources could continue to emit greenhouse gases into the atmosphere. These allowances would be expected to escalate significantly in cost over time. The net effect of such legislation, if ever adopted, would be to impose increasing costs on the combustion of carbon-based fuels such as crude oil, refined petroleum products, and natural gas. In addition, while the prospect for such cap-and-trade legislation by the U.S. Congress remains uncertain, several states have adopted, or are in the process of adopting, similar cap-and-trade programs.

As a low-carbon energy solutions company, the debate on climate change is relevant to our operations because the regulatory response is designed to increase demand for, and use of, our products, as alternative forms of energy. We cannot presently predict the ultimate impact of existing or future climate change initiatives on our Company or our industry.

Regulation of Oil and Gas Production, Sales and Transportation

The oil and gas industry is subject to regulation by numerous national, state and local governmental agencies and departments. Compliance with these regulations is often difficult and costly, and noncompliance could result in substantial penalties and risks. Most jurisdictions in which we operate also have statutes, rules, regulations or guidelines governing the conservation of natural resources, including the unitization or pooling of oil and gas properties, minimum well spacing, plugging and abandonment of wells and the establishment of maximum rates of production from oil and gas wells. Some jurisdictions also require the filing of drilling and operating permits, bonds and reports. The failure to comply with these statutes, rules and regulations could result in the imposition of fines and penalties and the suspension or cessation of operations in affected areas.

Hydraulic Fracturing Regulation

Hydraulic fracturing, or “fracking”, is a common practice used to stimulate production of oil and natural gas from tight formations, including shales. Fracking involves the injection of fluids—-usually consisting mostly of water but typically including small ~~amounts~~ amounts of chemical additives—-as well as sand into a well under high pressure in order to create fractures in the rock that allow oil or or gas to flow more freely to the wellbore.

Except as applies to federal lands, fracking generally is exempt from regulation under many federal environmental rules and is generally regulated at the state level.

For example, in Texas, the Texas Railroad Commission administers regulations related to oil and gas operations, including regulations pertaining to protection of water resources in connection with those operations. The Texas Legislature adopted new legislation requiring oil and gas operators to publicly disclose the chemicals used in the hydraulic fracturing process, effective as of September 1, 2011. The Texas Railroad Commission has adopted rules and regulations implementing this legislation that apply to all wells for which the Railroad Commission issues an initial drilling permit after February 1, 2012. This law requires that the well operator disclose the list of chemical ingredients subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) for disclosure on an internet website and also file the list of chemicals with the Texas Railroad Commission with the well completion report. The total volume of water used to hydraulically fracture a well must also be disclosed to the public and filed with the Texas Railroad Commission.

Website Access to Reports

Our website address is www.abundiaimpact.com. We make available, free of charge on our website, our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Information contained on our website is not incorporated by reference into this Report and you should not consider information contained on our website as part of this Report.

Risk Factor Summary

Our business is subject to a number of risks that if realized could materially affect our business, prospects, operating results and financial conditions. These risks are discussed more fully in the “Risk Factors” section of this Report. These risks include the following:

	●	the Company’s report of the independent registered public accounting firm on our 2025 and 2024 financial statements contains a going concern qualification.

	●	the Company has incurred losses and anticipates continuing to incur losses while it commercializes and scales its business.

	●	competing in a competitive industry and failure to successfully compete with other companies in its industry may have a material adverse effect on the business.

	●	the Company and its industry partners have a limited operating history utilizing its technology and different feedstocks, which may make it difficult to evaluate its future viability and predict its future performance.

	●	failure to continuously reduce operating and capital costs for the Company’s facilities that deploy its technologies may impact adoption of its products and could negatively impact its business, financial condition, results of operations and prospects.

	●	the Company may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to its business, reputation and brand.

	●	the Company has non-exclusive service agreements or licenses to some of its intellectual property related to its technological offering.

	●	the Company’s patent rights may not provide commercially meaningful protection against competition.

	●	the Company depends on certain technologies that are sold or licensed to it. It does not control these technologies or own the intellectual rights to these properties, and any loss of its rights to them could prevent it from developing its technologies; and

	●	the price of our common stock may fluctuate significantly, and this may make it difficult to resell common stock when, or at prices, desired.

Item 1A.

Risk Factors

Our business activities and the value of our securities are subject to significant hazards and risks, including those described below. If any such events should occur, our business, financial condition, liquidity and/or results of operations could be materially harmed, and holders and purchasers of our securities could lose part or all of their investments.

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.

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.

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.

~~There~~In ~~is public controversy regarding fracking with regard to the use of fracking fluids~~addition, ~~impacts~~our onproducts ~~drinking~~may ~~water~~not ~~supplies,~~achieve ~~use~~commercial ~~of water and the potential for impacts to surface water, groundwater and the environment generally~~success. ~~Lawsuits and enforcement actions have been initiated across the country implicating hydraulic fracturing practices. If new laws or regulations restricting hydraulic fracturing are adopted~~Accordingly, ~~such~~we ~~laws~~will ~~could~~need ~~make it more difficult or costly~~ to ~~perform~~continue ~~fracturing~~ to ~~stimulate~~rely ~~production from tight formations as well as make it easier to initiate legal proceedings based~~ on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. In addition, if hydraulic fracturing is further regulated at the federal or state level, fracturing activities could become subject to additional ~~permitting~~financing ~~and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements and also~~ to ~~attendant permitting delays and~~achieve ~~potential~~our ~~increases~~business ~~in costs~~objectives. ~~Such~~Adequate ~~legislative~~additional ~~changes~~financing ~~could~~may ~~cause~~not ~~operators~~be toavailable ~~incur~~on ~~substantial~~acceptable ~~compliance costs~~terms, ~~and compliance~~ or ~~the~~ ~~consequences~~at ~~of any failure to comply could have a material adverse effect on well operations and economics~~all.

WeThe doCompany’s ~~not~~technology ~~operate wells but contract well operations to third party operators. Operators of our wells~~ may ~~perform fracking operations, or contract third parties to perform such operations, on wells in which we participate. Many newer wells would~~ not be ~~economical~~successful ~~without the~~in ~~use~~developing ofcommercial ~~fracking to stimulate production from the well~~products. ~~At this time, it is not possible to estimate the impact on our business of newly enacted or potential federal or state legislation governing hydraulic fracturing.~~

~~Climate~~The ~~Change~~Company ~~Legislation~~and its potential future collaborators may spend many years and ~~Greenhouse~~dedicate ~~Gas~~significant ~~Regulation~~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:

~~Federal, state~~● ~~and~~we ~~local~~may ~~laws~~not ~~and~~be ~~regulations~~able ~~are~~to ~~increasingly~~secure ~~being~~sufficient ~~enacted~~funding to ~~address~~progress ~~concerns~~our ~~about~~technology ~~the~~through ~~effects~~development ~~the~~and ~~emission~~commercial ofvalidation; ~~“greenhouse gases”~~● ~~may have on~~ the ~~environment~~Company ~~and~~or ~~climate.~~its ~~These~~future ~~effects~~collaborators ~~are~~may ~~widely~~be ~~referred~~unable to asobtain ~~“climate change.” Since its December 2009 endangerment finding regarding~~ the ~~emission~~requisite ofregulatory ~~greenhouse~~approvals ~~gases,~~for ~~the~~its ~~Environmental~~technology; ~~Protection~~● ~~Agency~~competitors ~~(the~~may ~~“EPA”) has~~launch ~~begun~~competing ~~regulating sources of greenhouse gas emissions under the federal Clean Air Act. Among several regulations requiring reporting~~ or ~~permitting~~more ~~for~~effective ~~greenhouse~~technology; ~~gas~~● ~~sources,~~our ~~the~~technology ~~EPA~~may ~~finalized~~not ~~its~~be ~~“tailoring~~commercially ~~rule”~~successful; in● ~~May~~current ~~2010~~and ~~that~~future ~~determines~~collaborators ~~which~~may ~~stationary sources~~be ofunable ~~greenhouse~~to ~~gases~~fully ~~are~~develop ~~required~~and tocommercialize ~~obtain~~products ~~permits~~containing toour ~~construct,~~technology ~~modify~~ or ~~operate~~may ondecide, ~~account~~for ofwhatever reason, ~~and~~not to ~~implement~~commercialize ~~the~~such ~~best~~products; ~~available control~~and ~~technology~~● ~~for,~~we ~~their~~may ~~greenhouse~~be ~~gases.~~unable ~~The~~to ~~EPA’s~~secure ~~final~~adequate ~~greenhouse~~patent ~~gas~~protection ~~reporting~~in ~~requirements~~the ~~pertain~~necessary ~~to certain oil and gas production facilities~~jurisdictions.

~~Moreover,~~If ~~the~~any ~~U.S.~~of ~~Congress~~these ~~has~~things ~~considered~~were ~~establishing a cap-and-trade program~~ to ~~reduce U.S. emissions of greenhouse gases. Under past proposals~~occur, ~~the~~ ~~EPA~~it ~~would issue or sell a capped and steadily declining number of tradable emissions allowances to certain major sources of greenhouse gas emissions so that such sources~~ could ~~continue~~have toan ~~emit~~adverse ~~greenhouse gases into the atmosphere. These allowances would be expected to escalate significantly in cost over time. The net~~ effect ofon ~~such~~our ~~legislation,~~ability ~~if ever adopted, would be~~ to ~~impose~~raise ~~increasing~~additional ~~costs on the combustion of carbon-based fuels such as crude oil~~capital, ~~refined~~execute ~~petroleum~~its ~~products,~~business ~~and natural gas. In addition~~plan, ~~while the prospect~~ ~~for such cap-and-trade legislation by the U.S. Congress remains uncertain, several states have adopted,~~ or ~~are~~remain in ~~the process of adopting, similar cap-and-trade programs~~business.

As a crude oil and natural gas company, the debate on climate change is relevant to our operations because the regulatory response is designed to reduce demand for, and use of, our products, oil and gas, in favor of alternative forms of energy. We cannot presently predict the ultimate impact of existing or future climate change initiatives on our company or our industry although we do anticipate that, at a minimum, we will incur additional operating and other costs to respond to such initiatives.

Web Site Access to Reports

Our Web site address is www.houstonamerican.com. We make available, free of charge on our Web site, our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the United States Securities and Exchange Commission. Information contained on our website is not incorporated by reference into this report and you should not consider information contained on our website as part of this report.

~~Item~~If we ~~1A.~~are ~~Risk~~unable ~~Factors~~to manage growth and expand operations successfully, our reputation and brand may be damaged, and the business and results of operations may be harmed.

~~Our~~We ~~business~~expect ~~activities~~rapid growth and the ~~value~~number of ~~our~~facilities ~~securities~~from ~~are~~which ~~subject~~we operate to ~~significant~~increase ~~hazards~~in ~~and~~the ~~risks, including those described below~~future. ~~If any~~Our ofability ~~such~~to ~~events~~effectively ~~should~~manage ~~occur, our business, financial condition, liquidity and/or results of operations could be materially harmed,~~anticipated ~~and~~growth ~~holders~~ and ~~purchasers~~expansion of our ~~securities~~operations ~~could~~will ~~lose~~require ~~part~~us orto ~~all~~do, ofamong ~~their~~other ~~investments.~~things, the following:

~~Company~~ ● enhance our operational, financial and ~~Organization~~management ~~Risks~~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.

WeThese ~~have~~enhancements ~~experienced~~and ~~recurring~~improvements ~~operating~~will ~~losses~~require significant capital expenditures and ~~may~~allocation ~~not~~of ~~attain~~valuable ~~profitability;~~management ~~attainment~~and ofemployee ~~profitability~~resources. Furthermore, the Company’s growth has placed and will ~~require~~continue ~~successful~~to ~~drilling~~place a strain on its operational, financial, and management infrastructure. Our future financial performance and ~~development~~our ~~operations~~ability to ~~support~~execute ~~substantial~~on ~~increases~~our business plan will depend, in ~~production~~part, on our ability to effectively manage any future growth and ~~revenues~~expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all. The Company’s failure to effectively manage growth and expansion could have a material adverse effect on its business, results of operations, financial condition, prospects, reputation and brands, including impairing its ability to perform to its customers’ expectations.

WeCompeting ~~have incurred losses from operations~~ in ~~each~~a ~~year~~competitive ~~since~~industry ~~2011~~ and, atfailure December 31, 2024, had an accumulated deficit of $85,215,109. While we have implemented cost control initiatives that have brought down our overhead in recent years and distributions of our share of profits from Hupecol Meta have improved overall profitability, our ability to ~~attain profitability is substantially dependent upon our other oil and gas assets. In order to increase production and revenues, we will need to~~ successfully ~~drill~~compete ~~new wells on our existing acreage at a pace, and~~ with ~~results,~~other ~~significantly~~companies ~~greater than~~ in ~~recent~~its ~~years.~~industry ~~If,~~may ~~for~~have ~~any~~a ~~reason,~~material weadverse ~~are unable to substantially increase~~effect ~~our~~on production and revenues and sustain or grow our profitability, while controlling drilling costs and overhead, we may never attain, or sustain, profitability. Our ability to so increase production and revenues and attain profitability is subject to all of the ~~other risks of oil and gas operations as well as our ability to fund our share of drilling and development operations~~business.

~~Our~~The ~~ability~~biomass to ~~operate~~liquid ~~profitably~~fuel ~~and~~market ~~our~~is ~~financial~~relatively ~~condition~~new, ~~are~~and ~~highly~~competition ~~dependent~~is onstill ~~energy prices~~developing. ALarge ~~substantial~~early-stage ormarkets, ~~extended~~such ~~decline~~as inEurope, require ~~oil~~early ~~and~~engagement ~~natural~~across ~~gas~~verticals ~~prices~~and ~~may~~customers ~~adversely~~to ~~affect~~gain ~~our~~market ~~business~~share, ~~financial~~and ~~condition~~ongoing oreffort ~~results~~to ofscale ~~operations~~channels, installers, teams and ~~our~~processes. In ~~ability~~addition, tothere ~~meet~~are ~~our~~multiple competitors worldwide with limited funding, which could cause poor experiences, hampering overall adoption ~~capital~~or ~~expenditure~~trust ~~obligations~~in ~~and~~any ~~financial~~particular ~~commitments~~provider.

~~The~~Furthermore, ~~price~~our wecurrent ~~receive~~or ~~for~~potential ~~our~~competitors ~~oil~~may ~~and~~be ~~natural~~acquired ~~gas~~by ~~production~~third ~~heavily~~parties ~~influences~~with ~~our~~greater ~~revenue,~~available ~~profitability~~resources. As a result, ~~access~~competitors may be able to ~~capital~~respond ~~and~~more ~~future~~quickly ~~rate of~~and ~~growth.~~effectively ~~Oil~~than ~~and~~us ~~natural~~to ~~gas~~new ~~are~~or ~~commodities~~changing ~~and~~opportunities, ~~therefore~~technologies, ~~their~~standards ~~prices~~or ~~are~~customer ~~subject~~requirements and tomay ~~wide~~have ~~fluctuations~~the inability ~~response~~ to ~~relatively minor~~initiate ~~changes~~or inwithstand ~~supply~~substantial ~~and~~price ~~demand~~competition. ~~Historically~~In addition, ~~the~~competitors ~~markets~~may ~~for~~in ~~oil~~the ~~and~~future ~~natural~~establish cooperative ~~gas~~relationships ~~have~~with ~~been~~vendors ~~volatile.~~of ~~These~~complementary ~~markets~~products, ~~will~~technologies, ~~likely~~or ~~continue~~ services to beincrease ~~volatile in~~ the ~~future.~~availability ~~The~~of ~~prices~~their wesolutions in ~~receive~~the ~~for~~marketplace. ~~our~~This ~~production~~competition ~~depend~~may onalso ~~numerous~~materialize ~~factors~~in ~~beyond~~the ~~our~~form ~~control.~~of ~~These~~costly ~~factors~~intellectual ~~include, but~~property ~~are~~disputes ~~not~~or ~~limited to, the following:~~litigation.

● changes in global supply and demand for oil and natural gas, including changes in demand resulting from general and specific economic conditions relating to the business cycle and other factors (e.g., global health pandemics such as COVID-19); ● the actions of the Organization of Petroleum Exporting Countries, or OPEC; ● the price and quantity of imports of foreign oil and natural gas; ● political conditions, including embargoes, in or affecting other oil-producing activity; ● the level of global oil and natural gas exploration and production activity; ● the level of global oil and natural gas inventories; ● weather conditions; ● technological advances affecting energy consumption, including renewable energy initiatives that result in energy consumption transitioning away from fossil fuels; and ● the price and availability of alternative fuels.

Global economic growth drives demand for energy from all sources, including fossil fuels. Should the U.S. and global economies experience weakness, demand for energy may decline. Similarly, should growth in global energy production outstrip demand, excess supplies may arise. Declines in demand and excess supplies may result in accompanying declines in commodity prices and deterioration of our financial position along with our ability to operate profitably and our ability to obtain financing to support operations.

~~With~~New ~~respect~~competitors toor ~~our~~alliances ~~business,~~may weemerge in the future that have ~~experienced~~greater ~~periodic~~market ~~declines~~share, inmore ~~demand~~widely ~~thought~~adopted toproprietary betechnologies, ~~associated~~greater marketing ~~with~~expertise ~~slowing~~and ~~economic~~greater ~~growth~~financial inresources, ~~certain~~which could put the Company at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, ~~including~~which ~~the~~could ~~effects~~create ofprice ~~the~~pressure. ~~COVID-19~~In ~~pandemic~~light of these factors, ~~coupled~~even ~~with~~if ~~new~~our ~~oil~~offerings are more effective and ~~gas~~of ~~supplies~~higher ~~coming~~quality onthan ~~line~~those ~~and~~of ~~other~~our ~~circumstances~~competitors, current or potential customers ~~beyond~~may accept our ~~control~~competitors’ ~~that~~solutions ~~resulted~~instead inof ~~oil~~ours. ~~and~~If ~~gas~~we ~~supply~~fail ~~exceeding~~to ~~global~~adapt ~~demand~~to ~~which,~~changing inmarket ~~turn~~conditions or continue to compete successfully with current or new competitors, ~~resulted~~our ingrowth ~~steep~~will ~~declines~~be inlimited, ~~prices~~which ~~of oil~~would adversely affect the business and ~~natural~~results ~~gas~~of operations.

~~Past~~The ~~declines~~Company inexpects ~~prices reduced, and any declines that may occur in the future can be expected~~ to ~~reduce,~~rely ~~our~~on ~~revenues~~a ~~and~~limited ~~profitability~~number ~~as well as the value~~ of ~~our~~industry ~~reserves.~~partners ~~Such~~for ~~declines~~a ~~adversely~~significant ~~affect~~portion ~~well and reserve economics and may reduce the amount~~ of ~~oil~~its ~~and~~near-term natural gas that we can produce economically, resulting in deferral or cancellation of planned drilling and related activities until such time, if ever, as economic conditions improve sufficiently to support such operationsrevenue. Any extended decline in oil or natural gas prices may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

~~Supply~~Our ~~chain~~ability ~~challenges~~to successfully enter into, maintain and manage partnering arrangements will be critical factors to the success of our business and growth. We rely heavily and expect to continue to rely heavily on such arrangements. We have limited or no control over the amount or timing of resources that any third party commits to negotiating a partnering arrangement with it or, if negotiated and entered into, the timing or the number of resources that a third party will commit to its projects. Any third party with which we are in negotiations may experience a change of policy or priorities and may discontinue negotiations with us. Any of our industry partners may fail to perform their obligations as ~~those~~expected. ~~arising~~These industry partners may breach or terminate their agreements with us or otherwise fail to conduct their partnering activities successfully and in a timely manner. Further, our industry partners may not develop commercially viable products arising out of our partnering arrangements or devote sufficient resources to the ~~wake~~development, manufacture, marketing, and/or sale of our products. Moreover, disagreements with an industry partner regarding strategic direction, economics of the ~~COVID-19~~relationship ~~pandemic~~between partners and our intellectual property or other matters could develop, ~~may~~and ~~adversely~~any ~~affect~~such conflict could reduce our ~~operations~~ability to enter into future partnering agreements and negatively impact our relationships with one or more existing industry partners. Any of these events could delay our anticipated timelines, prevent the successful development and commercialization of our products, negatively impact our financial results, and prevent us from ever achieving or sustaining profitability. Moreover, these negative consequences could be augmented in the event that we are forced to seek replacement partners, particularly for those whose plant locations would have allowed favorable relevant feedstock acquisition costs.

Supply and demand imbalances, such as those arising from the COVID-19 pandemic, have resulted, and may result, in shortages, backlogs and delayed deliveries of a wide array of products and services, including products and services critical to oil and gas operations. Any future outbreaks of infectious disease, or other development, may result in supply chain challenges, in which case we may experience unavailability, or delay in delivery, of products and services that are critical to our well operations. Any such delays may result in deferral or reduction of revenues and increased costs, any of which could materially adversely affect our profitability.

Competition in the oil and natural gas industry is intense, which may adversely affect our ability to compete.

We operate in a highly competitive environment for acquiring properties, marketing oil and natural gas and securing trained personnel. Many of our competitors possess and employ financial, technical and personnel resources substantially greater than ours, which can be particularly important in the areas in which we operate. Those companies may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. We may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel and raising additional capital.

Our ability to acquire additional mineral acreage and to drill and develop our existing acreage as well as other acreage that may be acquired is subject to availability of financing on satisfactory terms.

Our financial resources are limited and may not be adequate to fully drill and develop our acreage or to consummate any meaningful acquisition. Our available funds as of February 2025 are expected to be adequate to fund our share of current existing well expenses. However, our funds on hand are not expected to be adequate to support a long-term drilling and development plan with respect to our existing acreage holdings, should such a plan be implemented.

We may continue to seek to access the capital markets to support planned drilling operations or acquisitions through sales of equity securities or may seek debt financing to support such capital requirements. We do not presently have any commitments to provide equity or debt financing to support any future drilling operations or acquisitions and there can be no assurance that such financing will be available if and when needed on acceptable terms or at all. If we are unable to fund our share of drilling and completion costs of future wells, we may experience flat and declining production and revenues and decreased profitability and may be subject to penalties with respect to our interest in acreage.

~~Our~~Partnering ~~ability~~opportunities tocould ~~utilize~~be ~~our~~harmed ~~common~~and ~~stock~~the toanticipated ~~finance~~timelines ~~future~~could ~~capital~~be ~~needs,~~delayed ~~or for other purposes, is limited by our authorized shares available for issuance.~~if:

~~As of~~● ~~February~~we ~~2025~~do not achieve our objectives under our arrangements in a timely manner, weor ~~had~~at ~~authority~~all; ● our existing or potential industry partners become unable, unwilling or less willing to ~~issue~~expend atheir ~~total~~resources ofon 20research ~~million~~and ~~shares~~development ofor ~~common~~commercialization ~~stock~~efforts with us due to general market conditions, their financial condition, feedstock pricing or other circumstances, many of which ~~approximately~~are 16beyond ~~million~~our ~~shares~~control; ~~had been~~● ~~issued~~we ~~and~~disagree 1with ~~million~~industry ~~shares~~partners ~~were~~as ~~reserved~~to ~~for~~rights ~~issuance~~to ~~pursuant~~intellectual property we jointly develop, or their research programs or commercialization activities; ● we are unable to ~~outstanding~~successfully ~~stock~~manage ~~options~~multiple simultaneous partnering arrangements; ● applicable laws and ~~warrants~~regulations, domestic or foreign, impede our ability to enter into strategic arrangements; ● we develop processes or enter into additional partnering arrangements that conflict with the business objectives of its other arrangements; ● our industry partners become competitors of AGIG or enter into agreements with our competitors; or ● consolidation in our target markets limits the number of potential industry partners.

WeAdditionally, because we have ~~historically~~entered ~~utilized~~into ~~“at-the-market”~~exclusive ~~sales~~arrangements ofwith industry partners, other potential partners in our ~~common~~industry ~~stock~~may choose to ~~provide~~compete against ~~financing~~us, torather ~~support~~than ~~growth~~partnering ~~and~~with ~~operations~~us. ~~With~~ ~~the~~This ~~limited~~may ~~shares~~limit ofour ~~common~~partnering ~~stock~~opportunities ~~presently~~and ~~available~~harm ~~for~~our ~~issuance,~~business ~~our~~and ~~ability~~prospects. toMoreover, our ~~secure~~business ~~additional~~could ~~funding~~be ~~through~~negatively ~~the~~impacted ~~sale~~if any of ~~common~~ ~~stock~~our isindustry ~~limited.~~partners ~~Absent~~undergo ana ~~increase~~change inof control or assigns the ~~shares~~rights ofor ~~common~~obligations under ~~stock~~any ~~authorized~~of toits beagreements. ~~issued,~~If weany ~~will~~of beour ~~limited~~industry partners were to ~~other~~assign ~~financing structures~~these inagreements ~~the~~to ~~event~~our ~~additional~~competitors ~~financing~~or isto ~~required.~~a ~~Such~~third ~~alternative~~party ~~structures~~who is ~~may~~not bewilling ~~less~~to ~~favorable~~work orwith ~~unavailable~~us inon ~~which~~the ~~case we~~same ~~may~~terms beor ~~forced~~commit tothe ~~forego~~same ~~opportunities~~resources oras ~~required~~the tocurrent ~~downsize~~industry ~~operations~~partner, ~~due~~our tobusiness ~~lack~~and ofprospects could ~~funding~~be adversely affected.

WeThe ~~may~~Company beand ~~unable~~its toindustry ~~make~~partners ~~attractive~~have ~~acquisitions~~a limited operating history utilizing its technology and ~~any~~different ~~acquisitions~~feedstocks, which may bemake it ~~subject~~difficult to ~~substantial~~evaluate ~~risks~~its ~~that~~future ~~could~~viability ~~adversely~~and ~~affects~~predict ~~our business~~its future performance.

~~Acquisitions~~Our ofoperations ~~additional~~to ~~mineral~~date ~~acreage~~have atbeen ~~favorable~~limited ~~prices is part of our strategy~~ to ~~increase~~financing and ~~diversify~~staffing ~~our~~the ~~holdings~~Company and ~~grow~~developing our ~~production and~~technology ~~revenues~~platforms. WeConsequently, predictions ~~expect~~about ~~to focus~~ our ~~acquisition~~future ~~efforts~~success inor ~~the~~viability ~~Permian~~may ~~Basin~~not ~~with~~be anas ~~emphasis~~accurate onas ~~partnering~~they ~~with~~could proven operators in the area to acquire positions at favorable prices. Competition for mineral acreage in the Permian Basin is intense. Other operators, particularly large operators, have historically paid substantially higher prices for Permian Basin acreage than we have paid. There can be noif ~~assurance that~~ we ~~will~~had bea ~~able~~longer tohistory ~~successfully~~of ~~acquire additional acreage in the Permian Basin, or elsewhere~~successfully atdeveloping ~~favorable~~and ~~prices~~commercializing ~~or at all~~products. ~~Even~~Factors ifrelating weto ~~are~~our ~~successful~~business ~~in acquiring additional acreage on favorable terms, it is possible~~ that ~~such acreage (i) will be more speculative than higher priced acreage, (ii)~~ may ~~face~~contribute ~~challenges or limitations in drilling and operations such as lack of, or limited access~~ to, ~~critical~~these ~~infrastructure,~~fluctuations orinclude ~~(iii)~~the ~~may prove uneconomical.~~following:

~~Our success~~● ~~depends~~delays onin receipt of anticipated purchase orders; ● performance of independent distributors; ● positive or negative media coverage of our ~~staff,~~products ~~which~~or isproducts ~~small~~of inour ~~size~~competitors; ~~and~~● ~~limited~~our ability to obtain further regulatory clearances or approvals; ● delays in, ~~technical~~or ~~capabilities~~failure of, product and ~~third~~component ~~party~~deliveries ~~consultants,~~by our subcontractors and suppliers; ● customer response to the ~~loss~~introduction of ~~any~~ ofnew ~~whom~~product ~~could~~offerings; ~~disrupt~~and ~~our~~● ~~business~~fluctuations ~~operations~~in foreign currency.

~~Our~~Governmental ~~success~~programs ~~will~~designed ~~depend~~to onincentivize ~~our~~the ~~ability~~production ~~to attract~~ and ~~retain~~consumption ~~key~~of ~~staff~~low ~~members.~~carbon ~~Our~~fuels ~~staff~~and iscarbon ~~extremely~~capture ~~small~~and inutilization, ~~size~~may ~~and~~be ~~possesses limited~~implemented ~~technical~~in ~~capabilities.~~a Weway dothat does not ~~presently~~include ~~maintain~~our ~~any~~products ~~significant~~or ~~internal~~could ~~technical~~be ~~capabilities~~repealed, ~~but~~curtailed ~~rely~~or onotherwise ~~the engineering~~changed, ~~geological and~~which ~~other~~would ~~technical~~have ~~skills~~a ofmaterial ~~our board and third party consultants. If members of our staff should resign or we~~adverse ~~are~~effect ~~unable~~on ~~to attract the necessary personnel,~~ our business ~~operations~~and ~~could~~financial ~~be adversely affected~~condition.

~~Our~~The ~~charter~~Company and ~~bylaws,~~other asparticipants ~~well~~in asthe ~~provisions~~alternative energy and fuel industry rely on governmental programs requiring or incentivizing the consumption of ~~Delaware~~low ~~law,~~carbon ~~could~~fuels. ~~make~~Renewable itfuel ~~difficult~~has ~~for~~historically abeen ~~third~~more ~~party~~expensive to ~~acquire~~produce ~~our~~than ~~company~~fossil-based fuel, and ~~also~~these governmental ~~could~~programs ~~limit~~support ~~the~~a ~~price~~market for biomass-based fuel that ~~investors~~might not otherwise exist. If any of these governmental incentives are ~~willing~~repealed, curtailed, or otherwise changed, we would likely see a decrease in demand for low carbon fuels and reduced revenue. If we are unable to ~~pay~~effectively respond to governmental changes in a cost-efficient manner, we may fail to achieve the ~~future~~financial ~~for~~results ~~shares~~it ofexpects or that financial analysts and investors expect, and our ~~common~~business, ~~stock~~prospects, financial condition, and operating results may be adversely affected.

~~Delaware~~Products ~~corporate~~produced ~~law~~by ~~and~~the ~~our~~Company’s ~~charter~~process ~~and~~technologies ~~bylaws~~compete ~~contain~~with ~~provisions that could delay, deter~~ or ~~prevent~~are aintended ~~change~~to indisplace ~~control~~comparable ofproducts ~~our~~produced ~~Company~~using orfossil ~~our management~~resources. ~~These~~The ~~provisions~~market ~~could~~prices ~~also~~for ~~discourage~~these ~~proxy~~alternatively ~~contests~~produced products and ~~make~~commodities itare ~~more~~subject ~~difficult for our stockholders~~ to ~~elect~~volatility ~~directors~~ and ~~take~~there ~~other~~is ~~corporate~~a ~~actions~~limited amount ~~without the concurrence~~ of ~~our~~referenceable ~~management~~market ~~or board of directors~~data. ~~These provisions:~~

●We believe ~~authorize~~that there are a number of trends affecting our ~~board~~industry, including significant volatility in the price of ~~directors~~the tofossil-fuel ~~issue~~feedstocks used ~~“blank~~to ~~check”~~produce ~~preferred~~nearly ~~stock,~~all ~~which~~intermediate isand ~~preferred~~basic ~~stock~~chemicals, ~~that~~dramatic ~~can~~swings bein ~~created~~earnings and ~~issued~~difficulty byin ~~our~~forecasting ~~board~~future performance; the increased availability of ~~directors~~natural gas, ~~without~~especially ~~stockholder~~in ~~approval~~North America, ~~with~~and ~~rights~~the ~~senior~~growing tospread ~~those~~between the price of ~~our~~crude ~~common~~oil ~~stock~~and natural gas; ●the ~~provide~~chemical ~~for~~industry aincreasingly ~~staggered~~building ~~board~~large-scale manufacturing facilities; and increasing interest in the environmental consequences of ~~directors~~product purchases. While our business may be positively affected by these trends, our results may also be favorably or unfavorably impacted by these and ~~three-year~~other ~~terms~~trends that affect demand and pricing for ~~directors~~intermediate and basic chemicals, soincluding, ~~that~~among others, nochanges ~~more~~in ~~than~~feedstock ~~one-third~~availability ofand pricing, developments in our ~~directors~~industry ~~could~~and beamong ~~replaced~~our atcompetitors, ~~any~~and ~~annual~~changes ~~meeting;~~in ●consumer preferences ~~provide~~and ~~that~~demand. ~~directors~~Our ~~may~~failure beto ~~removed~~effectively ~~only~~manage ~~for~~these ~~cause;~~trends could have a material adverse effect on our business, results of operations, financial condition, prospects, reputation and ●brands, ~~establish~~including ~~advance~~impairing ~~notice~~our ~~requirements~~ability ~~for~~to ~~submitting~~perform ~~nominations~~to ~~for~~customers’ expectations. ~~election~~Additionally, we must often rely on our own market research to forecast sales, as detailed forecasts are not generally obtainable from other sources at this early stage of the ~~board~~industry. Market research and projections by the Company of ~~directors~~estimated total retail sales, demographics, demand, and similar consumer research are based on assumptions from limited and unreliable market data, and generally represent the personal opinions of its management team. A failure in the demand for ~~proposing~~our ~~matters~~products ~~that~~to ~~can~~materialize beas ~~acted~~a ~~upon~~result of bycompetition, ~~stockholders~~technological atchange or other factors could have a ~~meeting~~material adverse effect on the business, results of operations, financial condition or prospects of the Company.

We are also subject to anti-takeover provisions under Delaware law, which could also delay or prevent a change of control. Taken together, these provisions of our charter, bylaws, and Delaware law may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices of our common stock and also could limit the price that investors are willing to pay in the future for shares of our common stock.

~~Oil~~The Company is subject to risks associated with currency fluctuations, and ~~Gas~~changes ~~Operating~~in ~~Risks~~foreign currency exchange rates could impact its results of operations.

~~Drilling~~The ~~for~~Company ~~and~~operates ~~producing~~mainly ~~oil~~through three entities: AGIG, a Delaware corporation, AGIG LLC, a Delaware limited liability company, and ~~natural~~Abundia Global ~~gas~~Impact ~~are~~Group ~~high~~(Ireland) ~~risk~~Limited, ~~activities~~an ~~with~~Irish ~~many~~limited ~~uncertainties~~liability ~~that~~company ~~could~~based ~~adversely~~in ~~affect~~Kilpheak, ~~our~~Glenswilly, ~~business~~Co. Donegal, ~~financial~~Ireland. The functional ~~condition~~and orreporting ~~results~~currency offor ~~operations~~AGIG and AGIG LLC is the US dollar. The functional and reporting currency for AGIG Ireland is the Euro.

~~Our~~Significant ~~future~~fluctuations ~~success~~in ~~will~~U.S. ~~depend~~dollar onto ~~the~~Euro ~~success~~exchange ofrates ~~our~~could ~~exploitation,~~affect ~~exploration,~~the ~~development~~Company’s ~~and~~result ~~production~~of ~~activities.~~operations, ~~Our~~cash ~~oil~~position and ~~natural~~funding requirements. ~~gas~~To ~~exploration and production activities are subject to numerous risks beyond our control, including~~ the ~~risk~~extent that ~~drilling~~fluctuations ~~will not result~~ in ~~commercially~~currency ~~viable~~exchange ~~oil~~rates orcause ~~natural~~its ~~gas~~results ~~production.~~of ~~Our~~operations ~~decisions~~ to ~~purchase,~~differ ~~explore,~~materially ~~develop~~from orits ~~otherwise exploit prospects~~expectations or ~~properties will depend in part on~~ the ~~evaluation~~expectations of ~~data~~its ~~obtained through geophysical and geological analyses~~investors, ~~production data and engineering studies,~~ the ~~results~~trading ofprice ~~which are often inconclusive or subject to varying interpretations. Please read “Reserve estimates depend on many assumptions that may turn out to be inaccurate” (below) for a discussion~~ of the ~~uncertainty~~combined ~~involved~~Company’s ~~in these processes. Our cost of drilling, completing and operating wells is often uncertain before drilling commences. Overruns in budgeted expenditures are~~ common ~~risks~~stock ~~that~~could ~~can~~be ~~make~~adversely ~~a particular project uneconomical~~affected. ~~Further, many factors may curtail, delay or cancel drilling, including the following:~~

●From time ~~delays~~to ~~imposed~~time, bywe ormay ~~resulting~~engage ~~from~~in ~~compliance~~exchange ~~with~~rate ~~regulatory~~hedging ~~requirements;~~activities ●in ~~pressure~~an oreffort ~~irregularities~~to mitigate the impact of exchange rate fluctuations. As part of our risk management program, we may enter into foreign exchange forward contracts to lock in ~~geological~~the ~~formations;~~exchange ●rates ~~shortages~~for future foreign currency transactions, which is intended to reduce the variability of its operating costs and future cash flows denominated in currencies that differ from its functional currencies. We do not enter into these contracts for trading purposes or ~~delays~~speculation, and the management believes all such contracts are entered into as hedges of underlying transactions. Nonetheless, these instruments involve costs and have risks of their own in ~~obtaining~~the ~~equipment~~form of transaction costs, credit requirements and ~~qualified~~counterparty ~~personnel;~~risk. ●If ~~equipment~~our ~~failures~~hedging program is not successful, or ~~accidents;~~if ●we ~~adverse~~change ~~weather~~our ~~conditions;~~hedging ●activities ~~reductions~~in the future, we may experience significant unexpected expenses from fluctuations in ~~oil~~exchange rates. ~~and~~Any ~~natural~~hedging ~~gas~~technique ~~prices;~~we ●implement ~~title~~may ~~problems;~~fail ~~and~~to ●be ~~limitations~~effective. If our hedging activities are not effective, changes in currency exchange rates may have a more significant impact on the ~~market~~trading ~~for~~price ~~oil~~of ~~and~~its ~~natural~~common ~~gas~~stock.

~~Cost~~If ~~overruns,~~we ~~curtailments,~~are ~~delays~~unable ~~and~~to ~~cancellations~~attract, ofintegrate, ~~operations~~and asretain aadditional ~~result~~qualified ofpersonnel, ~~the~~including ~~above~~top ~~factors~~technical ~~and~~talent, ~~other factors common in~~ our ~~industry may~~business ~~materially~~could be adversely ~~affect our operating results and financial position and our ability to maintain our interests in prospects~~affected.

Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled technical, managerial, sales and other personnel. We face intense competition for qualified individuals from numerous other companies, many of whom have greater financial and other resources than we do. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges adequately or appropriately integrating them into our workforce and culture. If we are ~~dependent~~unable to ~~upon~~attract, ~~third~~integrate ~~party~~and ~~operators~~retain suitably qualified individuals who are capable of meeting our ~~oil~~growing technical, operational and ~~gas~~managerial requirements, ~~properties~~on a timely basis or at all, our business will be adversely affected.

~~Under~~Volatility ~~the~~or ~~terms~~lack of ~~the~~positive ~~operating~~performance ~~agreements~~in ~~related~~our share price may also affect our ability to attract and retain our ~~oil~~key employees. Many of our senior management personnel and ~~gas~~other ~~properties~~key employees have become, ~~third~~or ~~parties~~will ~~act~~soon asbecome, ~~the~~vested ~~operator~~in ofa ~~each~~substantial amount of ~~our~~shares ~~oil~~of ~~and~~common stock, ~~gas~~restricted ~~wells~~stock ~~and~~units ~~control~~or warrants to purchase common stock. Employees may be more likely to leave us if the ~~drilling~~shares ~~and~~they ~~operating~~own ~~activities~~or the shares underlying their vested units or warrants have significantly appreciated in value relative to bethe ~~conducted~~original ongrant ~~our~~prices ~~properties.~~of ~~Therefore~~the shares or units or the exercise prices of the warrants, weor, ~~have~~conversely, ~~limited~~if ~~control~~the ~~over~~exercise prices of the warrants that they hold are significantly ~~certain~~above ~~decisions~~the ~~related~~market price of our common stock. If we are unable to ~~activities~~appropriately onincentivize and retain our ~~properties~~employees through equity compensation, or ~~which~~if ~~could~~we ~~affect~~need to increase our ~~results~~compensation ofexpenses ~~operations.~~in ~~Decisions~~order ~~over~~to ~~which~~appropriately weincentivize ~~have~~and retain our employees, our business, operating ~~limited~~results ~~control~~and ~~include:~~financial condition would be adversely affected.

●Natural or ~~the~~man-made ~~timing~~disasters, ~~and~~social, ~~amount~~economic ofand ~~capital~~political ~~expenditures;~~instability, ●and ~~the~~other ~~timing~~similar ofevents ~~initiating~~— ~~the~~including ~~drilling~~pandemics ~~and~~— ~~recompleting~~may ofsignificantly disrupt ~~wells;~~the ●Company’s ~~the~~and ~~extent~~its ofindustry ~~operating~~partners’ ~~costs;~~businesses and ●negatively ~~the~~impact ~~level~~its results of ~~ongoing~~operations ~~production~~and financial condition.

~~Decisions~~The ~~made~~Company’s bycorporate headquarters are located in the U.S., with planned facilities in Houston, Texas, U.S., and we anticipate working with our ~~operators~~industry partners in multiple other locations, including non-U.S. sites. Our locations, including potential non-U.S. locations, may be ~~different~~subject ~~than~~to ~~those~~social, weeconomic ~~would~~and ~~make~~political ~~reflecting~~instability, ~~priorities~~such ~~different~~as ~~than~~social ~~our~~uprisings. ~~priorities~~Additionally, any of the Company’s or its industry partners’ facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, tsunamis, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, which may ~~materially~~render it difficult or impossible for the Company or its industry partners to operate its business for some ~~adversely~~period ~~affect~~of ~~our~~time. ~~operating~~The ~~results~~Company and ~~financial~~its ~~position~~industry partners’ facilities would likely be costly to repair or replace, ~~including~~and ~~potential~~any ~~declines~~such efforts would likely require substantial time. Any disruptions in ~~production~~the Company or its industry partners’ operations could negatively impact its business and ~~revenues~~results ~~from~~of ~~properties~~operations, and harm its reputation. Our disaster recovery plan may not be sufficient to address an actual ~~declines~~disaster, in ~~value~~particular any events that negatively impact us or our industry partners’ physical infrastructures. In addition, the Company and its industry partners may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our results of ~~properties~~operations and ~~lease~~financial ~~expirations~~conditions, ~~among~~and ~~other~~success ~~potential~~as ~~consequences~~an overall business.

Technological innovation by others could render our technology and the products produced uneconomical.

The low carbon fuel industry is characterized by rapid and significant technological change. Our success will depend on our ability to maintain a competitive position with respect to technological advances. Our technology and the products derived from the technology may be rendered obsolete or uneconomical by technological advances, more efficient and cost-effective products or entirely different approaches developed by one or more of our competitors. Though our plans are to continue to expend significant resources to enhance our technology platform and processes, there are no assurances we will be able to keep pace with technological change.

~~Prospects~~Risks ~~that~~Related ~~we decide~~ to ~~drill~~the ~~may~~Company’s ~~not~~Manufacturing ~~yield~~and ~~oil or natural gas in commercially viable quantities.~~Commercialization

~~Our~~Fluctuations ~~prospects are properties on which we have identified what we believe, based on available seismic and geological information, to be indications of oil or natural gas potential. Our prospects are~~ in ~~various~~the ~~stages~~prices of ~~evaluation,~~waste-based ~~ranging~~feedstocks ~~from~~used ~~a prospect that is ready~~ to ~~drill~~manufacture ~~to a~~the ~~prospect~~products ~~that~~produced ~~will~~using ~~require~~the ~~substantial~~Company’s ~~seismic~~process data processing and interpretation. There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. The use of seismic data and other technologies ~~and the study of producing fields in the same area~~may ~~will~~affect ~~not enable~~ us ~~to know conclusively prior to drilling whether oil~~ or ~~natural~~our ~~gas~~industry ~~will~~partners’ becost ~~present or~~structure, ifgross ~~present,~~margin ~~whether~~and ~~oil~~ability or natural gas will be present in commercial quantities. We cannot assure that the analogies we draw from available data from other wells, more fully explored prospects or producing fields will be applicable to ~~our drilling prospects~~compete.

~~Our~~We ~~operations~~may ~~are~~experience ~~expected~~increases toin ~~involve~~the ~~use~~cost or a sustained interruption in the supply or shortage of ~~horizontal~~waste-based ~~drilling~~feedstocks ~~and~~necessary ~~completion~~for ~~techniques,~~the manufacture ~~which~~of ~~involve~~our ~~risks~~products. ~~and~~Any ~~uncertainties~~such increase in ~~their~~cost, supply interruption, or materials shortage could adversely impact our business, ~~application~~prospects, financial condition, and operating results.

~~Our~~Substantial ~~operations~~increases in the prices for our feedstock could reduce our margins if we cannot recoup the increased costs through increased sale prices on our product. Furthermore, fluctuations in ~~most~~fuel ~~instances~~costs, ~~are~~or ~~expected~~other economic conditions, may cause us to ~~involve~~experience significant ~~utilizing~~increases ~~some~~in offreight ~~the~~charges. ~~latest~~If ~~drilling~~we are unable to effectively manage our supply chain and ~~completion~~respond ~~techniques~~to asdisruptions ~~developed~~to by our ~~service~~supply chain ~~providers~~in a cost-efficient manner, ~~including~~we ~~horizontal~~may ~~drilling~~fail ~~and~~to ~~completion~~achieve ~~techniques.~~the ~~Risks~~financial ~~that~~results we ~~face~~expect ~~while~~or ~~drilling~~that ~~horizontal~~financial ~~wells~~analysts ~~include~~and investors expect, ~~but~~and ~~are~~our ~~not~~business, ~~limited~~prospects, tofinancial condition, ~~the~~and ~~following:~~operating results may be adversely affected.

~~● landing~~ If the ~~wellbore~~Company inis ~~the~~unable ~~desired~~to ~~drilling~~successfully ~~zone;~~add ●additional ~~staying~~process intrains, ~~the~~it ~~desired~~may ~~drilling~~not ~~zone~~meet ~~while~~its ~~drilling~~customer ~~horizontally through the formation; ● running casing the entire length of the wellbore; and ● being able to run tools and other equipment consistently through the horizontal wellbore~~demand.

~~Risks~~To ~~that~~be successful and compete economically, we ~~face~~will ~~while~~have ~~completing~~to ~~wells~~add ~~include~~additional reactor trains to the current operational design. This may bring challenges with feedstock preparation and product recovery portions of the technology train. We may encounter difficulties in scaling up production, ~~but~~including problems with the supply of key components. Even if we are successful in developing our manufacturing capability, we do not ~~limited~~know whether we will do so in time to, satisfy the ~~following:~~requirements of our customers. In order to fully implement our business plan, we will need to operate a larger industrial commercial facility, develop strategic partnerships, or find other means to produce greater volumes of finished product.

~~● the ability to fracture stimulate the planned number of stages; ● the ability to run tools the entire length of the wellbore during completion operations; and ●~~ The Company ~~ability~~may toface ~~successfully~~manufacturing ~~clean~~capacity ~~out~~issues ~~the~~that ~~wellbore~~may ~~after~~adversely ~~completion~~affect ofits ~~the~~deployment ~~final fracture stimulation stage~~targets.

~~Horizontal~~To ~~drilling~~successfully commercialize any of our products, the Company and its partners must have the capability to produce in ~~emerging~~significantly ~~areas~~larger quantities ~~with~~than ~~little~~it orhas noto ~~history~~date ofat ~~use~~acceptable quality levels on a cost-effective basis, and otherwise effectively scale up its operations. Any products that we develop to the point of ~~such~~commercial ~~techniques~~production may not perform in the same manner, or we may encounter operational challenges for which it is ~~more~~unable ~~uncertain~~to ~~than~~devise ~~drilling~~a inworkable ~~areas~~solution. If this occurs, our ability to commercially scale our technology and processes will be adversely affected, and with respect to any products that are ~~more~~brought to market, we may not be able to lower ours and ~~developed~~our partners’ cost of production, which would adversely affect our ability to increase the future profitability of the business. Our expectations and ~~have~~estimates and the underlying assumptions regarding anticipated capital efficiencies and lower operating costs for plants using our processes compared to conventional fossil-derived energy, fuels and chemicals may prove to be incorrect. We may never achieve the necessary results to produce at a ~~longer~~larger ~~history~~scale ofor ~~established~~achieve ~~horizontal~~other ~~drilling~~production ~~operations~~process efficiencies. IfMoreover, upon commercial production of our ~~horizontal~~alternative ~~drilling~~energy, ~~fails~~fuels and chemicals, we anticipate it taking multiple months to ~~adequately~~ramp ~~address~~up production to target production rate. Even if the ~~risks~~Company ~~described~~and its partners are able to successfully produce on a larger scale, weit may ~~incur~~take ~~costs~~longer ~~overruns~~than anticipated for the plants to produce at target productions rates, ~~underperformance~~which bywould ~~wells~~affect orour ~~non~~profitability. In addition, although the management team has significant experience in chemical technology, the skills and knowledge gained in this area and in operating similar production facilities may prove insufficient in connection with its operation of large-~~productive~~scale ~~wells~~facilities.

The unavailability or high cost of drilling rigs, equipment, supplies, personnel, water disposal and oil field services could adversely affect our ability to execute on a timely basis our exploration and development plans within our budget and operate profitably.

Shortages or the high cost of drilling rigs, equipment, supplies or personnel, including shortages or unavailability of personnel, supplies and equipment, could delay or adversely affect our development and exploration operations. If the price of oil and natural gas increases, the demand for production equipment and personnel will likely also increase, potentially resulting, at least in the near-term, in shortages of equipment and personnel. In addition, larger producers may be more likely to secure access to such equipment by virtue of offering drilling companies more lucrative terms. In particular, high levels of horizontal drilling and hydraulic fracturing operations in the Permian Basin have, from time to time, created increased demand, and higher costs, for associated drilling and completion services, water supply, handling and disposal and access to production handling and transportation infrastructure, each of which have resulted in higher than anticipated prices with respect to our initial Reeves County wells. If we are unable to acquire access to such resources, or can obtain access only at higher prices, not only would this potentially delay our ability to convert our reserves into cash flow but could also significantly increase the cost of producing those reserves, thereby negatively impacting anticipated net income.

We may not be able to obtain access on commercially reasonable terms or otherwise to pipelines and storage facilities, gathering systems and other transportation, processing, fractionation and refining facilities to market our oil and gas production; we rely on a limited number of purchasers of our products.

The marketing of oil and gas production depends in large part on the availability, proximity and capacity of pipelines and storage facilities, gathering systems and other transportation, processing, fractionation and refining facilities, as well as the existence of adequate markets. If there were insufficient capacity available on these systems, if these systems were unavailable to us, or if access to these systems were to become commercially unreasonable, the price offered for our production could be significantly depressed, or we could be forced to shut in some production or delay or discontinue drilling plans and commercial production following a discovery of hydrocarbons while we construct our own facility or await the availability of third party facilities. We rely on facilities developed and owned by third parties in order to store, process, transport, fractionate and sell our oil and gas production. Our plans to develop and sell our oil and gas reserves could be materially and adversely affected by the inability or unwillingness of third parties to provide sufficient transportation, storage or processing and fractionation facilities to us, especially in areas of planned expansion where such facilities do not currently exist.

~~The~~While ~~amount~~abundant, ofif ~~oil~~the ~~and~~availability ~~gas~~of ~~that~~the ~~can~~waste-based befeedstocks ~~produced~~declines isor ~~subject~~competition tofor ~~limitations~~them ~~in certain circumstances~~increases, ~~such~~the asCompany ~~pipeline~~may ~~interruptions~~be ~~due~~required to ~~scheduled~~raise ~~and unscheduled maintenance, excessive pressure, physical damage to~~ the ~~gathering,~~prices ~~transportation, refining or processing facilities, or lack~~ of ~~capacity~~its onproducts ~~such~~which ~~facilities.~~could ~~Curtailments~~reduce ~~arising~~the ~~from~~demand ~~these~~ and ~~similar~~affect ~~circumstances~~its ~~may last from a few days to several months, resulting in lost or curtailed production and revenues~~revenue.

WeThe ~~may~~production ~~operate~~from inour ~~areas~~processes ~~with~~will ~~limited~~require orlarge novolumes ~~access~~of tofeedstock. ~~pipelines,~~We ~~thereby~~cannot ~~necessitating~~predict ~~delivery~~the byfuture ~~other~~availability ~~means,~~of ~~such~~any asfeedstock ~~trucking,~~necessary to orproduce ~~requiring compression~~products ~~facilities.~~using ~~This~~our ~~may~~processes, or be ~~particularly~~sure ~~true~~that ~~with~~the ~~respect~~suppliers toof ~~our~~these ~~Colombian~~feedstocks ~~acreage~~will ~~where~~be ~~infrastructure~~able isto ~~limited~~supply ~~or,~~them in ~~some~~sufficient ~~cases~~quantities, ~~non-existent.~~in ~~Such~~a ~~restrictions~~timely onmanner ~~our~~or ~~ability~~at a cost that allows us to ~~sell~~competitively price chemicals produced using our ~~oil~~processes. orThe ~~natural~~supply of ~~gas~~feedstocks ~~could~~might ~~have~~be ~~several~~impacted ~~adverse~~by ~~effects~~a wide range of factors, including ~~higher transportation~~a ~~costs,~~shift ~~fewer~~in ~~potential~~supply ~~purchasers~~demand, ~~(thereby~~supply ~~potentially~~chain ~~resulting~~problems, inand acompetition for ~~lower~~the ~~selling~~feedstock and price). ~~or,~~Declines in the ~~event~~availability weof ~~were~~the ~~unable to~~feedstocks ~~market~~used ~~and~~for ~~sustain~~our ~~production~~products ~~from~~could aforce ~~particular~~it ~~lease~~to ~~for~~delay anor ~~extended~~reduce ~~time~~production, raise ~~possibly~~the ~~causing~~prices usof toproducts, ~~lose~~and aresult ~~lease~~in ~~due~~reduced todemand ~~lack~~and ofreduced ~~production~~revenue.

ToFailure ~~the~~to ~~extent~~continuously ~~that~~reduce weoperating ~~enter~~and ~~into~~capital ~~transportation~~costs ~~contracts~~for ~~with~~the ~~pipelines~~Company’s facilities that ~~are~~deploy ~~subject~~its totechnologies ~~FERC~~may ~~regulation,~~impact ~~we are subject to FERC requirements~~adoption ~~related to use~~ of ~~such~~its ~~capacity.~~products ~~Any failure on our part to comply with FERC’s regulations~~ and ~~policies~~could ornegatively ~~with~~impact anits ~~interstate~~business, ~~pipeline’s tariff~~financial ~~could~~condition, ~~result~~results ~~in the imposition~~ of ~~civil~~operations and ~~criminal penalties~~prospects.

AOur ~~limited~~business ~~number~~and results of ~~companies~~operations ~~purchase~~are sensitive to a ~~majority~~number of factors, both within and outside our ~~production~~control. In the event of a sustained reduction in revenues, for whatever reason, it may be necessary to implement an expense reduction plan. The ~~loss~~successful implementation of an expense reduction plan, if and when deemed advisable by management, depends on many factors, including our ability to identify the need for such a ~~significant~~plan ~~purchaser~~in a timely manner, to effectively implement such a plan, as well as certain factors which are beyond our control, including economic conditions, labor market conditions and ability to maintain its management team to implement the plan. Any one of these factors, or other unforeseen factors, could have a material adverse effect on our ability to ~~sell~~implement ~~production~~any targeted cost savings to stabilize its results of operations. Furthermore, if we are unable to reduce operating costs, we may be unable or substantially delayed from expanding and commercializing the business.

~~Our~~Construction ~~oil~~of ~~and~~the ~~gas~~Company’s ~~holdings~~facilities ~~and~~may ~~operations~~not ~~are~~be ~~concentrated,~~completed ~~and~~in wethe ~~are~~expected ~~dependent~~timeframe ~~upon~~or ~~the~~in ~~results~~a ofcost-effective ~~drilling~~manner. ~~and~~Any ~~production~~significant ~~operations on~~delays ain ~~small~~the ~~number~~construction of ~~prospects~~plants ~~and~~could ~~wells.~~severely Ifimpact ~~those~~its ~~properties~~business, ~~and~~financial ~~wells perform below expectations~~condition, weresults ~~may~~of ~~experience~~operations ~~production, revenues~~ and ~~profitability below expectations~~prospects.

We have ~~historically~~not ~~been~~completed ~~focused on~~ development offor aall ~~small number~~ of ~~geographically~~our ~~concentrated~~planned ~~prospects. Accordingly~~properties, weand ~~lack~~do ~~diversification with~~not ~~respect~~expect to ~~the~~have ~~nature~~full ~~and~~annual ~~geographic~~production ~~location~~from all of our ~~holdings.~~properties until Asmarket aconditions ~~result,~~permit weus ~~are exposed~~ to ~~higher~~complete ~~dependence~~these ondevelopment ~~individual~~plans. ~~resource plays~~We ~~and~~expect ~~may~~to ~~experience~~incur ~~substantial~~significant ~~losses~~capital ~~should~~expenditures auntil ~~single individual prospect prove unsuccessful. At December 31, 2024,~~ we ~~owned interests~~have incompleted ~~3,040~~the ~~net~~development ~~acres~~of ~~and~~our 98properties. ~~net~~In ~~wells~~addition, in the ~~United~~development ~~States~~of ~~and,~~our ~~through~~ properties ~~owned~~involves ~~and/or~~numerous ~~operated by Hupecol entities~~regulatory, ~~572 net acres~~environmental, political and ~~0.64~~legal ~~net~~uncertainties ~~wells~~that inare ~~Colombia.~~beyond ~~While~~its wecontrol, ~~continually~~and ~~evaluate~~that ~~potential~~may ~~prospects~~cause delays in, ~~operations~~or inincrease ~~diverse~~the ~~regions,~~costs ~~our~~associated ~~production~~with, ~~revenues~~their ~~and~~completion. ~~profitability~~Accordingly, ~~for~~we ~~the~~may ~~foreseeable~~not ~~future~~be ~~are~~able ~~expected~~ to becomplete ~~highly~~the ~~dependent~~development ~~upon~~of the ~~results~~properties ofon ~~existing~~schedule, ~~and~~at ~~future~~the ~~wells~~budgeted wecost ~~may drill~~or inat ~~the~~all, and ~~Permian~~any ~~Basin.~~delays Inbeyond ~~order~~the toexpected ~~grow~~development ~~our~~periods ~~revenues~~or ~~and~~increased ~~improve~~costs ~~profitability,~~above wethose ~~must~~expected ~~continue~~ to ~~drill~~be ~~productive~~incurred ~~wells.~~could Ifhave ~~existing wells,~~a ormaterial ~~future~~adverse effect ~~wells~~on wethe ~~may drill~~business, ~~perform~~financial ~~below expectations~~condition, weresults ~~may~~of ~~experience~~operations, ~~flat or declining production~~ and ~~revenues~~cash ~~and may be unable to attain profitability~~flows.

Unless we replace our oil and natural gas reserves, our reserves and production will decline, which would adversely affect our cash flows and income.

Unless we conduct successful development, exploitation and exploration activities or acquire properties containing proved reserves, our proved reserves will decline as those reserves are produced. Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future oil and natural gas reserves and production, and, therefore our cash flow and income, are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. If we are unable to develop, exploit, find or acquire additional reserves to replace our current and future production, our cash flow and income will decline as production declines, until our existing properties would be incapable of sustaining commercial production.

ARisks ~~substantial~~Related ~~percentage~~to ofthe ~~our~~Company’s ~~properties~~Legal, ~~are~~Regulatory, ~~unproven~~ and ~~undeveloped; therefore~~Environmental, ~~the~~Health ~~cost of proving~~ and ~~developing~~Safety ~~our properties and risk associated with our success is greater than would be the case if the majority of our properties were categorized as proved developed producing.~~Matters

~~Because~~The aCompany ~~substantial percentage of our properties are unproven~~ and~~/or~~ ~~undeveloped,~~its weindustry ~~require~~partners ~~significant~~use ~~capital~~hazardous tomaterials ~~prove~~ and ~~develop~~must ~~such properties~~comply ~~before they may become productive. Because of the inherent uncertainties associated~~ with ~~drilling~~applicable ~~for~~environmental, ~~oil~~health and ~~gas,~~safety ~~some~~laws ~~of these properties may never be successfully drilled~~ and ~~developed to the extent that they result in positive cash flow~~regulations. ~~Even if we are~~ ~~successful~~Any inclaims ~~our~~relating ~~drilling~~to ~~and~~improper ~~development efforts~~handling, itstorage ~~could~~or ~~take~~disposal ~~several~~of ~~years~~these ~~for~~materials aor ~~significant~~noncompliance ~~portion~~with ofapplicable ~~our~~laws ~~unproven~~and ~~properties~~regulations tocould beadversely ~~converted~~affect tothe ~~positive cash flow~~business.

The Company and its industry partners use hazardous chemicals and biological materials and are subject to a variety of international, federal, state and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these materials. Although the Company and its industry partners have implemented safety procedures for handling and disposing of these materials and waste products, we cannot be sure that our safety measures are compliant with legal requirements or adequate to eliminate the risk of accidental injury or contamination. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed its insurance coverage. There can be no assurance that neither the Company nor any of its industry partners will not violate environmental, health and safety laws as a result of human error, accident, equipment failure or other causes. Compliance with applicable environmental laws and regulations is expensive and time consuming, and the failure to comply with past, present, or future laws could result in the imposition of fines, third-party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production, or a cessation of operations. Our liability in such an event may exceed our total assets. Liability under environmental laws can be joint and several and without regard to comparative faults. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production efforts and harm its business. Accordingly, violations of present and future environmental laws by the Company or any of its industry partners could restrict our ability to develop and commercialize chemicals using its processes, build out or expand facilities, or pursue certain technologies, and could require us and our industry partners to acquire equipment or incur potentially significant costs to comply with environmental regulations. In addition, our hazardous materials and environmental laws and regulations related risks may augment as we expand our international operations, including imposition of laws and regulations impacting its ability to transfer hazardous chemicals and biological materials between countries.

The Company and its industry partners are subject to extensive international, national and subnational laws and regulations, and any changes in relevant laws or regulations, or failure to comply with these laws and regulations could have a material adverse effect on its business.

Our primary operations are in the United States, and we maintain contractual relationships with partners and suppliers in the United Kingdom, Europe and other locations. We are also continuing to invest to increase our presence in the United States, the United Kingdom and Europe. Managing this expansion requires additional resources and controls, and could subject us to risks associated with international operations, including:

●

conformity with applicable business customs, including translation into foreign languages and associated expenses;

	●	challenges in arranging, and availability of, financing for customers;

	●	potential changes to our established business model;

	●	cost of alternative power sources, which could vary meaningfully in each location;

	●	difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

	●	installation challenges, including those associated with local licensing and permitting requirements;

	●	different levels of demand among commercial, industrial and residential customers;

	●	compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the European Union (the “EU”) General Data Protection Regulation (“GDPR”), national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area;

	●	compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act (“FCPA”) and the United Kingdom Anti-Bribery Act;

	●	conforming products to various international regulatory and safety requirements;

	●	difficulty in establishing, staffing and managing foreign operations;

	●	difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

	●	restrictions on repatriation of earnings;

	●	compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and

	●	challenges in obtaining intellectual property protection, policing the unauthorized use of intellectual property or pursuing enforcement of intellectual property rights;

	●	geopolitical turmoil, including the ongoing invasion of the Ukraine by Russia or increased trade restrictions between European Union, Russia, China and other countries, social unrest, political instability, terrorism, or other acts of war which may further adversely impact supply chains, transportation and logistics; and

	●	regional economic and political conditions.

In addition, any continued expansion is likely to involve the incurrence of significant upfront capital expenditures. As a result of these risks, our current expansion efforts and potential future international expansion efforts may not be successful.

The Company’s technology deployment sites require permitting and planning, some of which are in line with petrochemical standards. Any delays or being unable to secure these may adversely affect its deployment schedule.

As a technology company partnering with other companies in the alternative energy, fuel, and chemical industry, the Company and its industry partners are subject to extensive regulatory laws, rules and regulations in a variety of jurisdictions. For example, the Toxic Substances Control Act, or TSCA, and analogous state laws and regulations impose requirements on the use, storage, and disposal of chemicals. A similar program exists in the European Union, called REACH (Registration, Evaluation, Authorization, and Restriction of Chemical Substances). The Occupational Safety and Health Act and analogous state laws and regulations govern the protection of the health and safety of employees. The Clean Air Act and analogous state laws and regulations impose obligations related to air emissions. CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act) and analogous state laws and regulations govern the cleanup of hazardous substances. The Water Pollution Control Act, also known as the Clean Water Act, and analogous state laws and regulations govern discharges into waters. In addition, AGIG and its industry partners are or will be required to obtain and maintain various approvals, permits, licenses, registrations, certifications and other requirements, such as air emission and water discharge permits, construction permits, boiler licenses and obtaining Microbial Commercial Activity Notices from the EPA. The development of new processes, manufacture of new products, commercial sales of our products as well as geographic expansion, and in particular international expansion, will subject the Company and/or its industry partners to additional regulatory rules and regulations.

As a condition to granting the permits and other approvals necessary for operating the Company and its partners’ production plants, regulators could likewise make demands that increase our construction and operating costs, and result in the procurement of additional financing. Failure to obtain and comply with all applicable permits and other approvals could halt construction and subject us and our partners to future claims. We therefore cannot guarantee procurement or compliance with the terms of all permits and all other approvals needed to complete the Company and its partners’ production plants.

In addition to actual plant operations, liabilities could arise from investigation and cleanup of environmental contamination at the Company and its partners’ production plants. The Company and its partners may also be subject to third-party claims alleging property damage or personal injury due to the release of or exposure to hazardous substances. In addition, new laws, new regulations, new interpretations of existing laws or regulations, future governmental enforcement of environmental laws, or other developments could result in significant expenditures.

Any failure by the Company or its industry partners to comply with applicable regulatory rules and regulations could harm its reputation as well as its business, financial condition and operating results. In addition, regulatory approvals, registrations, permits, licenses, certifications and other requirements may be denied or rescinded, resulting in significant delays, additional costs and abandonment of certain planned activities, or require us to engage in costly and time-consuming efforts to remediate. Compliance with applicable regulatory rules and regulations can be costly and time consuming.

The Company may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to its business, reputation and brand.

We could be subject to claims that our products or technologies are defective or have malfunctioned, or even that persons were injured or purported to be injured as a result of such defects, and our customers may bring legal claims against us to attempt to hold us liable. Any insurance that we carry may not be sufficient, or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. Any of these events could adversely affect our brand, relationships with customers and vendors, operating results or financial conditions.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business and results of our operations:

	●	expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

	●	loss of existing or potential customers or partners;

	●	interruptions or delays in sales;

	●	delayed or lost revenue;

	●	delay or failure to attain market acceptance;

	●	delay in the development or release of new functionality or improvements;

	●	negative publicity and reputational harm;

	●	sales credits or refunds;

	●	exposure of confidential or proprietary information;

	●	diversion of development and customer service resources;

	●	breach of warranty claims;

	●	legal claims under applicable laws, rules and regulations; and

	●	an increase in collection cycles for accounts receivable or the expense and risk of litigation.

Although we have contractual protections, such as warranty disclaimers and limitation of liability provisions, in many of our agreements with customers, resellers and other business partners, such protections may not be uniformly implemented in all contracts and, where implemented, may not fully or effectively protect from claims by customers, reseller, business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on our business, operating results and financial conditions. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert our time and other resources and cause reputational harm.

Risks Related to the Company’s Intellectual Property

The Company has non-exclusive service agreements or licenses to some of its intellectual property related to its technological offering.

The Company is a party to master license and service agreements with Alterra Energy LLC (“Alterra”), which allows us access to develop multiple facilities. We expect to enter into additional strategic partnering arrangements in the future. Under our existing agreements, we share, and would share, develop, to various degrees, intellectual property and know-how. Any disputes as to ownership of intellectual property and know-how with a partner that may arise could encumber or prevent us using the disputed technology, could harm our relationship with the relevant partner and would likely negatively affect our commercialization plans with respect to that technology. Additionally, litigation may be necessary to resolve disputes as to the ownership of intellectual property rights as between the Company and its industry partners, which can be costly, distracting to management and can harm its reputation and the value of its Company. Further, we may not be successful in defending our intellectual property rights in any such litigation, and if we are unsuccessful, the value of the Company could be seriously harmed.

The Company’s failure to protect its intellectual property and proprietary technology may significantly impair its competitive advantage.

Our success and ability to compete depend in large part upon protecting our proprietary technology. We rely on a combination of patent, trademark and trade secret protection, confidentiality, nondisclosure and non-use agreements to protect our proprietary rights. The steps we have taken may not be sufficient to prevent the misappropriation of its intellectual property, particularly in foreign countries where the laws may not protect its proprietary rights as fully as in the United States. The patent and trademark law and trade secret protection may not be adequate to deter third party infringement or misappropriation of our patents, trademarks and similar proprietary rights.

The Company’s patent rights may not provide commercially meaningful protection against competition.

The rights granted under any issued patents may not provide the Company with proprietary protection or competitive advantages. The claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. It is also possible that the intellectual property rights of others will bar the Company from licensing and from exploiting any patents that are issued from its pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

The Company may face costly intellectual property infringement claims, the result of which would decrease the amount of cash available to operate and complete its business plan.

We anticipate that, from time to time, we will receive communications from third parties asserting that we are infringing certain patents and other intellectual property rights of others or seeking indemnification against alleged infringement. If anticipated claims arise, we will evaluate their merits. Any claims of infringement brought forth by third parties could result in protracted and costly litigation, damages for infringement, and the necessity of obtaining a license relating to one or more of our products or current or future technologies, which may not be available on commercially reasonable terms or at all. Litigation, which could result in substantial costs to the Company and diversion of its resources, may be necessary to enforce its patents or other intellectual property rights or to defend it against claimed infringement of the rights of others. Any intellectual property litigation and the failure to obtain necessary licenses or other rights could have a material adverse effect on our business, financial condition and results of operations.

The Company may be involved in lawsuits to protect or enforce its patents or the patents of its licensors, or lawsuits asserted by a third party, which could be expensive, time consuming, and unsuccessful.

Competitors may infringe our patent, trademarks, copyrights or other intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time consuming and divert the time and attention of our management and scientific personnel. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their patents, in addition to counterclaims asserting that our patents are invalid or unenforceable, or both. In any patent infringement proceeding, there is a risk that a court will decide that a patent of ours is invalid or unenforceable, in whole or in part, and that it does not have the right to stop the other party from using the invention at issue. There is also a risk that, even if the validity of such patents is upheld, the court will construe the patent’s claims narrowly or decide that we do not have the right to stop the other party from using the invention at issue on the grounds that its patent claims do not cover the invention. An adverse outcome in a litigation or proceeding involving the Company’s patent could limit its ability to assert those patents against those parties or other competitors and may curtail or preclude its ability to exclude third parties from making and selling similar or competitive products. Similarly, if our assets trademark infringement claims, a court may determine that the marks we have asserted are invalid or unenforceable, or that the party against whom we have asserted trademark infringement has superior rights to the trademarks in question. In this case, we could ultimately be forced to cease use of such trademarks.

Even if we establish infringement, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could adversely affect the price of the Company’s common shares. Moreover, there can be no assurance that we will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if we ultimately prevail in such claims, the monetary cost of such litigation and the diversion of the attention of its management and scientific personnel could outweigh any benefit we receive as a result of the proceedings.

Additionally, for certain of the Company’s existing and future in-licensed patent rights, it may not have the right to bring suit for infringement and may have to rely on third parties to enforce these rights for it. If we cannot or choose not to take action against those it believes infringe its intellectual property rights, we may have difficulty competing in certain markets where such potential infringers conduct their business, and its commercialization efforts may suffer as a result.

The Company relies in part on trade secrets to protect its technology, and its failure to obtain or maintain trade secret protection could harm its business.

We rely on trade secrets to protect some of our technology and proprietary information, especially where we believe patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. Litigating a claim that a third party had illegally obtained and used our trade secrets would be expensive and time-consuming, and the outcome would be unpredictable. Moreover, if our competitors independently develop similar knowledge, methods and know-how, it will be difficult for us to enforce our rights, and the business could be harmed.

Trade secrets can be difficult to protect and enforce, and our inability to do so could adversely affect our competitive position.

In addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce, and information or technology that is not covered by patents. Aspects of our manufacturing process are protected by trade secrets. However, trade secrets can be difficult to protect and some courts inside and outside the United States are less willing or unwilling to protect trade secrets.

We seek to protect our proprietary know-how, trade secrets and processes, in part, by entering into confidentiality agreements and, if applicable, material transfer agreements, consulting agreements or other similar agreements with its employees, consultants, scientific advisors, CROs, manufacturers and contractors. These agreements typically limit the rights of third parties to use or disclose our confidential information. However, we may not be able to prevent the unauthorized disclosure or use of our technical know-how or other trade secrets by the parties to these agreements, despite the existence generally of confidentiality agreements and other contractual restrictions. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to its trade secrets or proprietary processes. Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary know-how and trade secrets will be effective. If any of our employees, collaborators, CROs, manufacturers, consultants, advisors and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for any such breach or violation. Enforcing a claim that a party illegally disclosed or misappropriated by a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. As a result, we could lose its trade secrets. We also seek to preserve the integrity and confidentiality of its data and trade secrets by maintaining physical security of its premises and physical and electronic security of its information technology systems. While we have confidence in these security measures, they may still be breached, and we may not have adequate remedies for any breach.

In addition, our trade secrets may otherwise become known or be independently discovered by competitors. Competitors could purchase our product candidates, if approved, an attempt to replicate some or all of the competitive advantages we derive from our development efforts, willfully infringe, misappropriate or otherwise violate our intellectual property rights, design around our protected know-how and trade secrets, or develop their own competitive technologies that fall outside of our intellectual property rights. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate such trade secrets, from using that technology or information to compete with us. If our trade secrets are not adequately protected so as to protect its market against competitors’ products and technologies, our competitive position could be adversely affected.

The Company depends on certain technologies that are sold or licensed to it. It does not control these technologies or own the intellectual rights to these properties, and any loss of its rights to them could prevent it from developing its process technologies.

The Company depends on certain technologies that are sold or licensed to it. It does not currently own any intellectual property rights or the patents that underlie these licenses. Our rights to use the technologies we license are subject to the negotiation of, continuation of and compliance with the terms of those licenses. Thus, these patents and patent applications are not written by the Company or its attorneys, and the Company did not have control over the drafting and prosecution. The former patent owners and Company licensors might not have given the same attention to the drafting and prosecution of these patents and applications as we would have if it had been the owners of the patents and applications and had control over the drafting. Moreover, under certain of our licenses, patent prosecution activities remain under the control of the licensor. We cannot be certain that drafting of the licensed patents and patent applications, or patent prosecution, by the licensors have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other intellectual property rights.

Legal action could be initiated against the owners of the technologies that we license and an adverse outcome in such legal action could harm our business because it might prevent such companies or institutions from continuing to license technology that we may need to operate the business. In addition, such licensors may resolve such litigation in a way that benefits them but adversely affects our ability to have freedom to operate to develop and commercialize its products.

General Risks Related to the Company

Conditions in the financial markets and economic conditions in general may adversely affect the Company’s ability to raise additional capital, execute its business plan, or remain in business.

The business environment in which we operate has been impacted by the effects of worldwide macroeconomic uncertainty. Economic activity improved slightly during 2025; however, economic concerns remain as a result of the cumulative weight of uncertainty regarding the economic conditions domestically and in foreign countries, including global political hostilities and other financial crises. Inflation has become elevated, reflecting demand and supply imbalances, supply chain issues, higher energy prices, fiscal stimulus, and broader price pressures. Uncertainty surrounding the near-term direction of global markets, and the potential impact of these trends on the global economy, are expected to persist for the near term. Strategic risk, including threats to business models from rising interest rates and modest economic growth, remains high.

It is difficult to predict the extent to which these challenging economic conditions will persist or whether recent progress in the economic recovery will instead shift to the potential for further decline. If the economy does weaken in the future, it is uncertain how our business would be affected and whether it would be able successfully to mitigate any such effects on its business. Accordingly, these factors in the global economy could have an adverse effect on our ability to raise additional capital, execute its business plan or remain in business. Weakness and volatility in the capital markets and the economy, in general or as a result of macroeconomic conditions such as rising inflation, could limit our access to capital markets and increase our costs of borrowing.

If the Company loses key personnel or is unable to attract, integrate and retain additional key personnel, it could harm its ability to meet its business objectives.

Our success depends to a significant degree upon the technical and management skills of its senior management team. The loss of the services of any of these individuals could have a material adverse effect on our ability to achieve our corporate objectives and successfully execute our business plan. We plan to implement an executive compensation policy that includes variable compensation based on performance as well as share-based compensation plans for the benefit of its key employees; however, we cannot guarantee that this policy will be sufficient to retain these key employees. Our success also will depend upon our ability to attract and retain additional qualified management, marketing, technical, and sales executives and personnel. We compete for key personnel against numerous companies, including larger, more established companies with significantly greater financial resources than we possess. There can be no assurance that we will be successful in attracting or retaining such personnel, and the failure to do so could harm its operations and its growth prospects.

If the Company experiences a significant disruption in its information technology systems, including security breaches, or if it fails to implement new systems and software successfully, its business operations and financial condition could be adversely affected.

We rely on information technology systems to keep financial records and corporate records, communicate with staff and external parties, and operate other critical functions, including sales and manufacturing processes. Our information technology systems are potentially vulnerable to disruption due to breakdown or malicious intrusion and computer viruses. If we were to experience a prolonged system disruption in our information technology systems, it could negatively impact the coordination of our sales, planning and manufacturing activities, which could adversely affect the business. In addition, in order to maximize our information technology efficiency, we have physically consolidated our primary corporate data and computer operations. This concentration, however, exposes the Company to a greater risk of disruption to its internal information technology systems. Although we maintain offsite back-ups of its data, if operations at our facilities were disrupted, it may cause a material disruption in our business if it is not capable of restoring function on an acceptable time frame.

In addition, our information technology systems are potentially vulnerable to cyber-attacks or other data security breaches -whether employees or others-which may expose sensitive data to unauthorized persons. Such data security breaches could lead to the loss of trade secrets or other intellectual property or could lead to the public exposure of sensitive and confidential information of our employees, customers, suppliers and others, any of which could have a material adverse effect on its business, financial condition and results of operations.

While we have implemented a number of protective measures, including firewalls, antivirus and malware detection tools, patches, log monitors, routine back-ups, system audits, routine password modifications and disaster recovery procedures, such measures may not be adequate or implemented properly to prevent or fully address the adverse effect of such events, and in some cases, we may be unaware of an incident or its magnitude and effects. If we are unable to prevent such security breaches or privacy violations or implement satisfactory remedial measures, our operations could be disrupted, and we may suffer loss of reputation, financial loss and other regulatory penalties because of lost or misappropriated information. In addition, these breaches and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm of the type described above.

General Risk Factors

Economic uncertainties or downturns, or political changes, in the United States and globally, could limit the availability of funds available to our customers and potential customers, which could materially adversely affect our business.

Our results of operations could be adversely affected by general conditions in the economy and financial markets, both in the U.S. and globally, including conditions that are outside of our control, such as the continuing uncertainty regarding changes to tariffs, global supply chain disruptions, the recent inflation in the United States and the foreign and domestic government sanctions imposed on Russia as a result of its recent invasion of Ukraine. There continues to be volatility and disruptions in the capital and credit markets, and a severe or prolonged economic downturn, including, but not limited to as a result of such events, could result in a variety of risks to our business, including weakened demand for our products and our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could strain our suppliers, possibly resulting in supply disruption, or cause delays in payments for our services. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely affect our financial results. Any of the foregoing could harm our business, and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.

Changes in government trade policies, including the imposition of tariffs and export restrictions, could have an adverse impact on our business operations and sales.

The United States or foreign governments have enacted changes in government trade policies that could adversely impact our ability to sell products in certain countries, particularly in China. For example, the U.S. government has imposed tariffs on certain Chinese imports, and, in return, the Chinese government has imposed or proposed tariffs on certain U.S. products. Additionally, export restrictions imposed by the U.S. government, including the addition of licensing requirements by the United States Department of Commerce’s Bureau of Industry and Security (“BIS”) through the addition of companies to the BIS Entity List, may require us to suspend our business with certain international customers if we conclude or are notified by the U.S. government that such business presents a risk of noncompliance with U.S. regulations. We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between certain countries, what products may be subject to such actions, or what actions may be taken by other countries in response. It also may not be possible to anticipate the timing or duration of such tariffs, export restrictions, or other regulatory actions. These government trade policies may materially adversely affect our sales and operations with current customers as well as impede our ability to develop relationships with new customers.

There is a risk of further escalation and retaliatory actions between the U.S. and other foreign governments. If significant tariffs or other restrictions are placed on goods exported from China or any related counter-measures are taken, our revenue and results of operations may be materially harmed. These tariffs may also make our customers’ products more expensive for consumers, which may reduce consumer demand.

There is also a risk that the U.S. government may seek to implement more protective trade measures, not just with respect to China but with respect to other countries as well, such as those imposed on Russia in connection with its recent invasion of Ukraine. This could include new or higher tariffs and even more restrictive trade barriers, such as prohibiting certain types of, or all sales of certain products or products sold by certain parties into the U.S. Any increased trade barriers or restrictions on global trade could have a materially adverse impact on our business and financial results.

We may be subject to litigation for a variety of claims, which could adversely affect our results of operations, harm our reputation, or otherwise negatively impact our business.

We may be subject to litigation for a variety of claims arising from our normal business activities. These may include claims, suits, and proceedings involving labor and employment, wage and hour, commercial and other matters. The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention and resources, and lead to attempts on the part of other parties to pursue similar claims. Any adverse determination related to litigation could adversely affect our results of operations, harm our reputation or otherwise negatively impact our business. In addition, depending on the nature and timing of any such dispute, a resolution of a legal matter could materially affect our future operating results, our cash flows or both.

Company and Business Risks – Legacy Oil and Gas Business

Our ability to operate our oil and gas business profitably is highly dependent on energy prices. A substantial or extended decline in oil and natural gas prices may adversely affect our oil and gas business.

The price we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital, and future rate of growth. Oil and natural gas are commodities, and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. The prices we receive for our production depend on numerous factors beyond our control. These factors include, but are not limited to, the following:

	●	changes in global supply and demand for oil and natural gas, including changes in demand resulting from general and specific economic conditions relating to the business cycle and other factors (e.g., global health pandemics such as COVID-19);

	●	the actions of the Organization of Petroleum Exporting Countries (“OPEC”);

	●	the price and quantity of imports of foreign oil and natural gas;

	●	political conditions, including embargoes, in or affecting other oil-producing activity;

	●	the level of global oil and natural gas exploration and production activity;

	●	the level of global oil and natural gas inventories;

	●	weather conditions;

	●	technological advances affecting energy consumption, including renewable energy initiatives that result in energy consumption transitioning away from fossil fuels; and

	●	the price and availability of alternative fuels.

We may incur substantial uninsured losses and be subject to substantial liability claims as a result of our oil and natural gas operations.

We are not insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect our business, financial condition or results of operations. Our oil and natural gas exploration and production activities are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:

	●	environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;

	●	abnormally pressured formations;

	●	mechanical difficulties, such as stuck oil field drilling and service tools and casing collapse;

	●	fires and explosions;

	●	personal injuries and death; and

	●	natural disasters.

Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to our company. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of a significant accident or other event that is not fully covered by insurance could have a material adverse effect on our business, results of operations or financial condition.

If oil and natural gas prices decrease, we may be required to take write-downs of the carrying values of our oil and natural gas properties.

Accounting rules require that we review periodically the carrying value of our oil and natural gas properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we have written down the carrying value of our oil and natural gas properties periodically and may be required to further write down the carrying value of oil and gas properties in the future. A write-down would constitute a non-cash charge to earnings. It is likely the cumulative effect of a write-down could also negatively impact the trading price of our securities.

Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.30

~~The~~Risks ~~process~~Relating ~~of estimating oil and natural gas reserves is complex, requiring interpretations of available technical data and many assumptions, including assumptions relating~~ to ~~economic~~our ~~factors.~~Common ~~Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves reported.~~Stock

In order to prepare our estimates, we must project production rates and timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. Therefore, estimates of oil and natural gas reserves are inherently imprecise.

Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves most likely will vary from our estimates. Any significant variance could materially affect the estimated quantities and present value of our reserves. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development activities, prevailing oil and natural gas prices and other factors, many of which are beyond our control.

The present value of future net revenues from our proved reserves, as reported from time to time, should not be assumed to be the current market value of our estimated oil and natural gas reserves. In accordance with SEC requirements, we generally base the estimated discounted future net cash flows from our proved reserves on costs on the date of the estimate and average prices over the preceding twelve months. Actual future prices and costs may differ materially from those used in the present value estimate. If future prices decline or costs increase it could negatively impact our ability to finance operations, and individual properties could cease being commercially viable, affecting our decision to continue operations on producing properties or to attempt to develop properties. All of these factors would have a negative impact on earnings and net income, and most likely the trading price of our securities.

Our operations will be subject to environmental and other government laws, regulations and policies that are costly, could potentially subject us to substantial liabilities and potentially result in decreased demand for products.

Crude oil and natural gas exploration and production operations in the United States and in Colombia are subject to extensive federal, state and local laws and regulations. Oil and gas companies are subject to laws and regulations addressing, among others, land use and lease permit restrictions, bonding and other financial assurance related to drilling and production activities, spacing of wells, unitization and pooling of properties, environmental and safety matters, plugging and abandonment of wells and associated infrastructure after production has ceased, operational reporting and taxation. Failure to comply with such laws and regulations can subject us to governmental sanctions, such as fines and penalties, as well as potential liability for personal injuries and property and natural resources damages. We may be required to make significant expenditures to comply with the requirements of these laws and regulations, and future laws or regulations, or any adverse change in the interpretation of existing laws and regulations, could increase such compliance costs. Regulatory requirements and restrictions could also delay or curtail our operations and could have a significant impact on our financial condition or results of operations.

Our oil and gas operations are subject to stringent laws and regulations relating to the release or disposal of materials into the environment or otherwise relating to environmental protection. These laws and regulations:

● require the acquisition of a permit before drilling commences; ● restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities; ● limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and ● impose substantial liabilities for pollution resulting from operations.

Failure to comply with these laws and regulations may result in:

● the imposition of administrative, civil and/or criminal penalties; ● incurring investigatory or remedial obligations; and ● the imposition of injunctive relief.

Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly waste handling, storage, transport, disposal or cleanup requirements could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on our industry in general and on our own results of operations, competitive position or financial condition. Although we intend to be in compliance in all material respects with all applicable environmental laws and regulations, we cannot assure you that we will be able to comply with existing or new regulations. In addition, the risk of accidental spills, leakages or other circumstances could expose us to extensive liability.

We are unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially adversely increase our cost of doing business or affect operations in any area.

Under certain environmental laws that impose strict, joint and several liability, we may be required to remediate our contaminated properties regardless of whether such contamination resulted from the conduct of others or from consequences of our own actions that were or were not in compliance with all applicable laws at the time those actions were taken. In addition, claims for damages to persons or property may result from environmental and other impacts of our operations. Moreover, new or modified environmental, health or safety laws, regulations or enforcement policies could be more stringent and impose unforeseen liabilities or significantly increase compliance costs. Therefore, the costs to comply with environmental, health or safety laws or regulations or the liabilities incurred in connection with them could significantly and adversely affect our business, financial condition or results of operations.

In addition, many countries as well as several states and regions of the U.S. have agreed to regulate emissions of “greenhouse gases” and have adopted policies to actively promote alternative energy “green energy” sources that are specifically designed to replace fossil fuels. Methane, a primary component of natural gas, and carbon dioxide, a byproduct of burning of natural gas and oil, are greenhouse gases. Regulation of greenhouse gases could adversely impact some of our operations and “green energy” initiatives could substantially reduce demand for our products in the future.

Increased regulation, or limitations on the use, of hydraulic fracturing could increase our cost of operations and reduce profitability.

Our existing Permian Basin wells have been hydraulically fractured and future wells that we may drill in the Permian Basin are expected to be economically viable only if hydraulic fracturing is utilized to increase flows of oil and natural gas, particularly in shale formations. The use of hydraulic fracturing has been the subject of much scrutiny and debate in recent years with many activists and state and federal legislators and regulators actively pushing for most stringent regulation of such operations or even the ban of such operations.

In the event that state or federal regulation of hydraulic fracturing is increased or hydraulic fracturing is substantially curtailed or prohibited through law or regulation, our cost of drilling and operating wells may increase substantially. In some cases, increased costs associated with increased regulation of hydraulic fracturing, or the prohibition of hydraulic fracturing, may result in wells being uneconomical to drill and operate that would otherwise be economical to drill and operate in the absence of such regulations or prohibitions. Should wells be determined to be uneconomical as a result of increasing regulation of hydraulic fracturing, we may be required to write-down or abandon oil and gas properties that are determined to be uneconomical to drill and develop. Additionally, potential litigation arising from alleged harm resulting from hydraulic fracturing may materially adversely affect our financial results and position regardless of whether we prevail on the merits of such litigation.

International Operations Risks

Our operations in Colombia are controlled by operators which may carry out transactions affecting our Colombian assets and operations without our consent.

Our operations in Colombia are subject to a substantial degree of control by the operators of the properties in which we hold indirect interests in Colombia. We have been an investor in a number of ventures operated by Hupecol, including our current holdings in the CPO-11 block, which represents all of our current assets in Colombia. In the past, Hupecol sold its interest in multiple concessions and entities holding multiple concessions each representing, at the time, the largest prospect(s) in terms of reserves and revenues in which we then held an interest. Additionally, Hupecol has, on occasion, temporarily shut-in production from our Colombian properties. Hupecol advised us, in late 2023, that it intends to evaluate monetization of the CPO-11 block. Our management intends to closely monitor the nature and progress of Hupecol’s efforts to monetize the block in order to protect our interests. However, we have no effective ability to alter or prevent a transaction and are unable to predict whether or not any such transactions will in fact occur or the nature or timing of any such transaction.

We may be exposed to additional expenses and losses arising from the financial position of our joint interest partners in Colombia.

Our Colombian properties are developed under financial arrangements with various joint interest partners. In 2022, we acquired a portion of a joint interest partner’s interest in Hupecol Meta, which operates the CPO-11 block, when the joint interest partner was unable to fund its portion of development costs. As a result of such acquisition, while we did increase our ownership interest in the prospect, we assumed an increased portion of the prospect’s development costs. If other joint interest partners are unable, or unwilling, to satisfy their various obligations relating to prospects, we may be required to pay a proportionately higher share of development costs on those prospects or the prospect may be inadequately capitalized to achieve optimal results.

We may be exposed to substantial fines and penalties if we or our partners fail to comply with laws and regulations associated with our activities in foreign countries, including Colombia, regarding U.S. laws such as the Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to governmental officials and other corrupt practices.

Third parties act as the operator of each of our oil and gas wells and control all drilling and operating activities conducted with respect to our Colombian properties. Therefore, we have limited control over decisions related to activities on our properties, and we cannot provide assurance that our partners or their employees, contractors or agents will not take actions in violation of applicable anti-corruption laws and regulations. In the course of conducting business in Colombia, we have relied primarily on the representations and warranties made by our operating and non-operating partners in the farmout and joint operating agreements which govern our respective project interests to the effect that:

● each party has not and will not offer or make payments to any person, including a government official, that would violate the laws of the country of operations, the country of formation of any of the partners or the principals described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and ● each party will maintain adequate internal controls, properly record and report all transactions and comply with the laws applicable to the transaction.

While we periodically inquire as to the continuing accuracy of these representations, as a minority non-operator, we are limited in our ability to assure compliance. Consequently, we cannot provide assurance that the procedural safeguards, if any, adopted by our partners or the representations and warranties contained in these agreements and our reliance on them will protect us from liability should a violation occur. Any violations of the anti-bribery, accounting controls or books and records provisions of the Foreign Corrupt Practices Act by us or our partners could subject us and, where deemed appropriate, individuals, in certain cases, to a broad range of civil and criminal penalties, including but not limited to, imprisonment, injunctive relief, disgorgement, substantial fines or penalties, prohibitions on our ability to offer our products in one or more countries, imposed modifications to business practices and compliance programs, including retention of an independent monitor to oversee compliance, and could also materially damage our reputation, our business and our operating results.

Stock Related Risks

The price of our common stock may fluctuate significantly, and this may make it difficult to resell common stock when, or at prices, desired.

The price of our common stock constantly changes. We expect that the market price of our common stock will continue to fluctuate.

Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control. These factors include:

● quarterly variations in our operating results; ● operating results that vary from the expectations of management, securities analysts and investors; ● changes in expectations as to our future financial performance; ● announcements by us, our partners or our competitors of leasing and drilling activities; ● the operating and securities price performance of other companies that investors believe are comparable to us; ● future sales of our equity or equity-related securities; ● changes in general conditions in our industry and in the economy, the financial markets and the domestic or international political situation; ● fluctuations in oil and gas prices; ● departures of key personnel; and ● regulatory considerations.

22The stock market periodically experiences extreme prices and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons often unrelated to their operating performance. These broad market fluctuations may adversely affect our stock price, regardless of our operating results.

●Our common ~~announcements~~stock byis ~~us,~~currently ~~our~~listed ~~partners~~on orthe ~~our~~NYSE ~~competitors~~American ofLLC ~~leasing~~(“NYSE ~~and~~American”). ~~drilling~~In ~~activities; ●~~ the ~~operating~~event ~~and securities price performance of other companies~~ that ~~investors~~NYSE ~~believe~~American ~~are~~delists ~~comparable~~our common tostock ~~us;~~from ●trading, ~~future~~it ~~sales~~could oflimit ~~our~~investors’ ~~equity~~ability orto ~~equity-related~~make ~~securities;~~transactions ~~● changes~~ in ~~general conditions in~~ our ~~industry~~securities and insubject ~~the~~us ~~economy,~~to ~~the~~additional trading ~~financial markets and the domestic or international political situation; ● fluctuations in oil and gas prices; ● departures of key personnel; and ● regulatory considerations~~restrictions.

~~The~~Should ~~stock~~we ~~market~~fail ~~periodically~~to ~~experiences~~satisfy ~~extreme~~the continued listing requirements for remaining listed on NYSE American, such as the corporate governance requirements or the minimum closing bid price ~~and~~requirement, ~~volume~~NYSE ~~fluctuations~~American may take steps to delist our common stock. ~~This~~Such ~~volatility~~a ~~has~~delisting ~~had~~would likely have a ~~significant~~negative effect on the ~~market~~ price of ~~securities~~our ~~issued~~common bystock ~~many~~and ~~companies~~would ~~for~~impair ~~reasons~~your ~~often~~ability ~~unrelated~~ to ~~their~~sell ~~operating~~or ~~performance~~purchase our common stock when you wish to do so. ~~These~~In ~~broad~~the ~~market~~event ~~fluctuations~~of a delisting, we would take actions to restore our compliance with NYSE American’s listing requirements, ~~may~~but ~~adversely~~we ~~affect~~can provide no assurance that any such action taken by us would allow our common stock ~~price~~to become listed again, ~~regardless~~stabilize the market price or improve the liquidity of our ~~operating~~common ~~results~~stock, prevent our common stock from dropping below NYSE American’s minimum bid price requirement or prevent future non-compliance with such listing requirements.

If we cannot maintain the listing of our common stock for trading on NYSE American, we could face significant material adverse consequences, including:

	●	a limited availability of market quotations for our common stock;
	●	reduced liquidity for our common stock;
	●	a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock;
	●	a limited amount of news and analyst coverage; and
	●	a decreased ability to issue additional common stock or obtain additional financing in the future.

If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on the NYSE American or another national securities exchange and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

The sale of a substantial number of shares of our common stock may affect our stock price.

We ~~may~~will require additional capital to support our ~~future~~renewables ~~drilling~~business ~~plans~~plan and may issue additional shares of our common stock or equity-related securities to secure such capital. Future sales of substantial amounts of our common stock or equity-related securities in the public market or privately, or the perception that such sales could occur, could adversely affect prevailing trading prices of our common stock and could impair our ability to raise capital through future offerings of equity or equity-related securities. No prediction can be made as to the effect, if any, that future sales of shares of common stock or the availability of shares of common stock for future sale will have on the trading price of our common stock.

We entered into several strategic financings designed to strengthen, liquidity, and diversify our capital sources. The principal transactions are summarized below.

On July 10, 2025, the Company entered into a common stock purchase agreement (the “ELOC Agreement”) with an institutional investor (“ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Agreement. Since December 31, 2025, the Company issued 868,000 shares of Common Stock under the ELOC Agreement, for total gross proceeds of $2,569,097.

On July 10, 2025, the Company entered into a securities purchase agreement (the “Note Purchase Agreement”) with an institutional investor (the “Note Investor”), pursuant to which the Company sold, and the Note Investor purchased, a senior secured convertible note (the “Senior Secured Convertible Note”) issued by the Company in the original principal amount of $5,434,783, which is convertible into shares of common stock at a conversion price of $10.92 per share, subject to adjustment upon certain events. On November 12, 2025, the Note Investor assigned the Senior Secured Convertible Note for cash consideration. As of the date of this Report, the Senior Secured Convertible Note has not been converted.

Future capital raises may dilute your ownership and/or have other adverse effects on our operations.

If we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership will be reduced and these stockholders may experience substantial dilution. If we raise additional funds by issuing debt securities, these debt securities would have rights senior to those of our common stock and the terms of the debt securities issued could impose significant restrictions on our operations, including liens on our assets. If we raise additional funds through collaborations and licensing arrangements, we may be required to relinquish some rights to our intellectual property or candidate products, or to grant licenses on terms that are not favorable to us.

We will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a public company we will continue to incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE American and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to incur substantial costs to maintain sufficient coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. The increased costs may require us to reduce costs in other areas of our business or increase the prices of our products once commercialized. Moreover, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are a “smaller reporting company,” and the reduced disclosure requirements applicable to us as such may make our common shares less attractive to our stockholders and investors.

We are a “smaller reporting company” under the federal securities laws and, as such, are subject to scaled disclosure requirements afforded to such companies. For example, as a smaller reporting company, we are subject to reduced executive compensation disclosure requirements. Our stockholders and investors may find our common shares less attractive as a result of our status as a “smaller reporting company” and our reliance on the reduced disclosure requirements afforded to these companies. If some of our stockholders or investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and the market price of our common shares may be more volatile.

We are a “controlled company” within the meaning of NYSE American rules and, as a result, qualify for, and may rely on, exemptions from certain corporate governance requirements. Holders of our common stock will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Our subsidiary, Abundia Financial, LLC, a Delaware limited liability company (“Abundia Financial”) controls a majority of the combined voting power of our stock entitled to vote. As a result, we are a “controlled company” within the meaning of the NYSE American corporate governance standards. Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

● a majority of our board of directors consist of independent directors;

● our board of directors have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

● our board of directors have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Although we do not currently intend to utilize any of these exemptions, we may utilize any or all of these exemptions at our election and at any time at our discretion prior to the time we cease to be a “controlled company.” Accordingly, to the extent we utilize these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements. If we were to avail ourselves of such exemptions, our stockholders would not have the same protections afforded to stockholders of companies that are subject to all of the NYSE American corporate governance requirements.

We presently do not intend to pay cash dividends on our common stock.

We have never paid cash dividends in the past, and we currently anticipate that no cash dividends will be paid on the common stock in the foreseeable future. This could make an investment in our common stock inappropriate for some investors, and may serve to narrow our potential sources of additional capital. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that all earnings, if any, will be retained to finance the future expansion of our business.

Our Certificate of Incorporation and our Bylaws, as well as provisions of Delaware law, could make it difficult for a third party to acquire our company and also could limit the price that investors are willing to pay in the future for shares of our common stock.

Delaware corporate law and our Certificate of Incorporation and our Bylaws contain provisions that could delay, deter or prevent a change in control of our Company or our management. These provisions could also discourage proxy contests and make it more difficult for our stockholders to elect directors and take other corporate actions without the concurrence of our management or board of directors. These provisions:

	●	authorize our board of directors to issue “blank check” preferred stock, which is preferred stock that can be created and issued by our board of directors, without stockholder approval, with rights senior to those of our common stock;

	●	provide for a staggered board of directors and three-year terms for directors, so that no more than one-third of our directors could be replaced at any annual meeting;

	●	provide that directors may be removed only for cause; and

	●	establish advance notice requirements for submitting nominations for election to the board of directors and for proposing matters that can be acted upon by stockholders at a meeting.

Our Certificate of Incorporation and our Bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Certificate of Incorporation and our Bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our Certificate of Incorporation or Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive or concurrent jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act of the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and notwithstanding the provisions of our Certificate of Incorporation and our Bylaws, compliance with the federal securities laws and the rules and regulations thereunder may not be waived by our investors. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation and our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition, and results of operation.

Item 1B.

Unresolved Staff Comments

Not applicable.

Item 1C.

Cybersecurity

We do not presently maintain any formal processes for assessing, identifying and managing material risks from cybersecurity threats.

We engage a consultant to maintain our website, email, financial record keeping and related internet capabilities, including, as necessary, addressing any cybersecurity incidents. To date, we have not experienced any material cybersecurity incidents. Given the nature of our operations (single location, minimal customer interface, no gathering of customer digital data, etc.), we do not believe that we are reasonably likely to face any material cybersecurity risks.

Our audit committee is tasked with oversight of risks from cybersecurity threats. Our audit committee interfaces with our consultant periodically to assess vulnerability to cybersecurity threats and determine actions to be taken in response to such threats. In the event risks are identified and actions are recommended by our consultant, our audit committee will communicate the same to our chief executive officer who is charged with interfacing with our consultant in addressing any identified cybersecurity threats. Similarly, if our officers become aware of material cybersecurity threats, they are charged with communicating the same to our audit committee.

Item 2.

Properties

~~We currently~~On ~~lease~~July ~~approximately 3~~11,~~080~~ ~~square feet of office space in Houston~~2025, ~~Texas~~the asCompany completed ~~our~~the ~~executive~~purchase ~~offices.~~of ~~Management~~a ~~anticipates~~25-acre ~~that our~~site ~~space~~at ~~will~~the beCedar ~~sufficient~~Port ~~for~~Industrial ~~the~~Park ~~foreseeable future.~~ (“The ~~average~~Cedar ~~monthly~~Port ~~rental~~Property”) ~~under~~located ~~the~~in ~~lease~~Baytown, Texas ~~which~~from ~~expires~~TGS onCedar ~~October~~Port ~~31,~~Partners ~~2025~~(“TGS”), is ~~approximately~~a ~~$7,200.~~Texas Alimited ~~description~~partnership, offor ~~our~~a ~~interests~~total inpurchase ~~oil~~price ~~and~~of ~~gas~~approximately ~~properties is included in “Item 1~~$8. ~~Business~~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.

We currently lease approximately 1,400 square feet of office space in Houston, Texas as our executive offices. Management anticipates that our space will be sufficient for the foreseeable future. The average monthly rental under the lease, which expires on February 28, 2031, is approximately $3,800. A description of our interests in oil and gas properties is included in “Item 1”. Business.”

Item 3.

Legal Proceedings

We may from time to time be a party to lawsuits incidental to our business. As of ~~February~~March 20, ~~2025~~2026, we were not aware of any current, pending or threatened litigation or proceedings that could have a material adverse effect on our results of operations, cash flows or financial condition.

Item 4.

Mine Safety Disclosures

Not applicable.

2334

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed on the NYSE American under the symbol “~~HUSA~~AGIG.”

Holders

As of ~~February~~March 2119, ~~2025~~2026, there were approximately ~~873~~878 shareholders of record of our common stock. This number does not include shares of common stock held by brokerage clearing houses, depositories, or others in unregistered form.

Dividends

We have never declared or paid dividends on our common stock, and our Board does not intend to declare or pay any dividends on our Common Stock in the foreseeable future. Our earnings are expected to be retained for use in expanding our business. The declaration and payment in the future of any cash or stock dividends on our common stock will be at the discretion of our Board and will depend upon a variety of factors, including our future earnings, capital requirements, financial condition and such other factors as our Board may consider to be relevant from time to time.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, ~~2024~~2025, with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)		916,987	$	2.09		87,680
2017 and 2021 equity compensation plans approved by security holders		87,274	$	19.26		-
2025 equity compensation plan approved by security holders		120,000		6.55		630,000
Equity compensation plans not approved by security holders		—		—		—
		916,987	$	2.09		87,680
		207,274	$	11.90		630,000

(1) Consists of shares (a) reserved for issuance pursuant to outstanding options granted and (b) shares remaining available for future issuance; under the Houston American Energy Corp. 2021 Equity Incentive Plan.35

~~Item~~Recent Sales 6.of ~~Selected~~Unregistered ~~Financial Data~~Securities

~~Not~~On ~~applicable~~February 20, 2025, the Company, as HUSA, entered into a share exchange agreement (the “Share Exchange Agreement”) with Abundia Financial, and Bower Family Holdings, LLC, a North Carolina limited liability company (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”), to acquire all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders 31,778,032 shares of the Company’s common stock, equal to 94% of the sum of (a) the aggregate issued and outstanding common stock at the time of the closing, plus (b) all common stock approved for issuance by the Company under a future equity incentive plan. Such exchange pursuant to the Share Exchange Agreement closed on July 1, 2025.

24On July 10, 2025, the Company entered into the Note Purchase Agreement with the Note Investor, pursuant to which the Company sold, and the Note Investor purchased, the Senior Secured Convertible Note issued by the Company in the original principal amount of $5,434,783, which is convertible into shares of common stock at a conversion price of $10.92. On November 12, 2025, the Note Investor assigned the Senior Secured Convertible Note for cash consideration. As of the date of this Report, the Senior Secured Convertible Note has not been converted.

On November 21, 2025, the Company closed an offering, pursuant to a certain securities purchase agreement (the “Purchase Agreement”), entered into on November 19, 2025, with certain investors, in a registered direct offering of shares of common stock. In connection with the offering, on November 19, 2025, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company engaged A.G.P. as the placement agent (the “Placement Agent”) in connection with the offering. The Company issued placement agent warrants to purchase 45,714 shares of common stock that is equal to 2.0% of the securities sold in the offering at an exercise price of $3.85, equal to one hundred and ten percent (110%) of the per share purchase price of the shares (the “Placement Agent Warrants”). The issuance of the Placement Agent Warrants and the shares of common stock underlying the Placement Agent Warrants (the “Placement Agent Warrant Shares”) was not registered under the Securities Act or any state securities laws.

The Shares in the foregoing transactions were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering.

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

WeOn ~~are~~July 1, 2025, the Company, as HUSA, acquired all of the outstanding units of AGIG. Prior to the Share Exchange, the Company previously operated as an independent ~~energy~~oil and gas company, ~~focused~~focusing on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal ~~holdings~~properties and operations located in the U.S. Permian Basin, ~~the South American country of Colombia~~ and additional ~~holdings~~properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy of oil and gas assets as well as AGIG LLC’s business.

~~Our mission~~For isaccounting ~~to deliver outstanding net asset value per share growth to our investors via attractive oil and gas investments. Our strategy is to focus on early identification of~~purposes, ~~and~~the ~~opportunistic entrance into, existing and emerging resource plays. We do not operate wells~~Share ~~but~~Exchange ~~typically~~is ~~seek~~treated toas ~~partner~~a ~~with~~reverse ~~larger operators in development of resources or retain interests~~acquisition, with orAGIG ~~without~~as ~~contribution~~the ~~on our~~surviving ~~part,~~entity. inAs ~~prospects identified~~such, ~~packaged~~the ~~and~~historical ~~promoted~~financial tostatements ~~larger~~of ~~operators.~~the ~~By entering these plays earlier, identifying stranded blocks~~accounting ~~and partnering with~~acquirer, ~~or promoting to~~AGIG, ~~larger~~became ~~operators,~~the wehistorical ~~believe~~consolidated wefinancial ~~can~~statements ~~capture~~of ~~larger~~the ~~resource potential at lower cost and minimize our exposure to drilling risks and costs and ongoing operating costs~~Company.

~~We,~~The ~~along~~Company ~~with~~now primarily operates as a low-carbon energy solutions company. Through our ~~partners~~subsidiary, ~~actively~~AGIG ~~manage~~LLC, ~~our~~the ~~resources~~Company ~~through~~is ~~opportunistic~~focused ~~acquisitions~~on using waste products to decarbonize the energy, fuels, and ~~divestitures~~chemicals ~~where~~sector ~~reserves~~by ~~can~~providing berenewable ~~identified~~or recycled alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass ~~developed~~into crude or drop-in alternatives to fossil derived energy, ~~monetized~~fuels and ~~financial~~chemicals. ~~resources~~AGIG’s ~~redeployed~~holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the ~~objective~~growing suite of ~~growing~~products ~~reserves,~~in ~~production~~place. Demand for these low-carbon products continues to grow due to regulatory requirements and ~~shareholder~~industry ~~value~~commitments to decarbonize supply chains.

Generally, we generate nearly all our revenues and cash flows from the sale of produced natural gas and crude oil, whether through royalty interests, working interests or other arrangements. We may also realize gains and additional cash flows from the periodic divestiture of assets.36

Recent Developments

~~Lease~~Sales ~~Activity~~Pursuant to the ELOC Agreement

~~Colombia.~~Since InDecember ~~2023~~31, we2025, ~~released~~the ~~our~~Company ~~interest~~issued in868,000 ~~the~~shares ~~last~~ of ~~our~~Common ~~legacy~~Stock ~~non-Hupecol~~under ~~Meta~~the ~~properties~~ELOC ~~in Colombia~~Agreement, ~~formally~~for ~~terminating~~total ~~our~~gross ~~interests in~~proceeds ~~the Picachos and Macaya blocks. We recognized a loss on disposal~~ of ~~oil and gas properties of~~ $2,~~343~~569,~~126 as a result of this transaction~~097.

AtRestatement ~~December 31, 2024, our sole holdings in Colombia consisted~~ of ~~our~~Quarter ~~interest~~Ended inSeptember ~~Hupecol Meta which holds a working interest in the 639~~30,~~405 gross~~ acre CPO-11 block in the Llanos Basin in Colombia, comprised of the 69,128 acre Venus Exploration Area and 570,277 acres, which was 50% farmed out by Hupecol Meta. Through our ownership interest in Hupecol Meta, we hold an approximately 16% interest in the Venus Exploration Area and an approximately 8% interest in the remainder of the block.2025

~~Hupecol~~On ~~Meta~~February ~~has~~2, ~~(i)~~2026, ~~proposed~~the toaudit ~~relinquish~~committee ~~approximately~~of ~~62,139~~the ~~gross~~Company’s ~~acres~~board ~~within~~of directors (the ~~Venus~~“Audit ~~Exploration~~Committee” ~~Area~~), ~~decreasing~~based ~~its~~on ~~holding~~the ~~within~~recommendation of, and after consultation with, the Company’s management concluded that ~~area~~the toCompany’s ~~approximately~~previously 7issued unaudited interim consolidated financial statements for the quarter ended September 30,~~157~~ ~~gross~~2025 (the “Affected Financials”), and 1any reports,~~145~~ ~~net~~related earnings releases, ~~acres;~~investor ~~and~~presentations ~~(ii)~~or ~~agreed~~similar tocommunications ~~acquire~~for such periods should no longer be relied upon. The determination resulted from errors in the ~~50%~~Affected ~~interest~~Financials identified by the Company related to omitted non-cash transactions in the ~~CPO~~consolidated statement of operations. These non-11cash ~~block~~transactions ~~farmed out~~related to ~~Parex~~acquisition ~~Resources~~costs related to the reverse acquisition. Additionally, ~~which~~the ~~would~~Company ~~increase~~corrected ~~Hupecol~~certain ~~Meta’s~~items ~~net~~that ~~acreage~~were ~~position~~previously identified and concluded as immaterial, individually, and in the ~~block~~aggregate, to 91its consolidated financial statements as of September 30,~~244~~ ~~acres~~2025. ~~The~~These ~~relinquishment~~items primarily relate to amortization of ~~such~~debt ~~acreage~~discount and ~~acquisition~~other ofpayables ~~the~~misclassifications ~~Parex~~as ~~interest~~well ~~are~~as ~~both~~two ~~subject~~casting toerrors ~~approval~~identified ofin the ~~Colombian~~equity ~~hydrocarbons~~statement. ~~agency~~These items impact General and administrative cost in the income statement, orwith ~~ANH~~a corresponding impact on the balance sheet and statement of changes in shareholders’ equity. These changes did not have any cash impact.

~~As of December 31, 2024, the company~~Placement ~~determined~~Agent itAgreement ~~was necessary to take an impairment charge for our investment in Hupecol Meta due to indications that its earnings performance has deteriorated,~~ and ~~the~~Registered ~~investment~~Direct ~~is no longer viewed as viable. We determined that we are unlikely to receive any substantial amount of proceeds upon the sale of Hupecol Meta, rendering the value of the investment fully impaired.~~Offering

~~United~~On ~~States.~~February ~~During~~23, ~~2023~~2026, wethe ~~experienced~~Company ~~lease~~closed ~~expirations~~an offering pursuant to that certain Securities Purchase Agreement (the “2026 Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor, pursuant to which the Company agreed to issue and sell, in ~~Yoakum~~a ~~County~~registered direct offering by the Company directly to the investor, ~~Texas~~(i) 4,134,175 shares of Common Stock and (46ii) ~~net~~pre-funded ~~acres~~warrants to purchase up to 1,800,543 shares of Common Stock at an exercise price equal to $0.001 per share (the “2026 Offering”). These pre-funded warrants were exercised on March 17th, 2026. The Company received gross proceeds of approximately $20.0 million before deducting the placement agent’s fees and related offering expenses.

25In connection with the 2026 Offering, the Company entered into a placement agency agreement (the “2026 Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”), pursuant to which the Company engaged Titan Partners as the placement agent in connection with the 2026 Offering. The Company agreed to pay Titan Partners a fee in cash equal to approximately 7.0% of the gross proceeds, a non-accountable expense allowance in the amount of 0.5% of the gross proceeds, as well as to issue to the Placement Agent placement agent warrants to purchase up to 118,694 shares of Common Stock, with an exercise price equal to 110% of the public offering price of the shares.

~~Drilling Activity and Well Operations~~37

~~Colombia. During~~2025 ~~2023,~~Fiscal ~~Hupecol~~Year ~~Meta~~End drilled and completed, and production commenced on, two wells in Colombia, the Venus 1-H horizontal well and the Venus 2-H ST1 horizontal well. The Saturno 1ST-1 vertical well, drilled in 2022, was shut-in during the third quarter of 2023 and brought back onto production in late 2023. The legacy well Venus 2A was in production through 2023. At December 31, 2024, Hupecol Meta had 4 wells on production.Highlights

United States. During 2023, we drilled no wells on our U.S. properties. During 2024, the operator of the O’Brien Lease, EOG, decided to drill six new wells on the Finkle State Unit. We decided to participate in the drilling of those wells. We anticipate production from those wells to begin in the second quarter of 2025.

At December 31, 2024, we had 4 wells on production in the U.S. Permian Basin.

Capital Investments

During ~~2024~~2025, our capital investment expenditures ~~for~~related ~~acreage~~principally ~~acquisitions,~~to ~~drilling,~~the ~~completion~~acquisition ~~and~~of ~~related~~the ~~operations,~~Cedar asPort ~~well~~site asin ~~investments~~Baytown, TX, a 25-acre ~~relating~~industrial tosite ~~Hupecol~~at ~~Meta,~~a ~~totaled~~cost of $18,~~887~~572,~~516~~523. A further $630,830 ~~all~~of capital investment has been made in the year with the commencement of the ~~which~~build-out ~~was~~of ~~attributable~~the toAbundia ~~direct~~Innovation ~~investments~~Center, inthe ~~Hupecol~~hub ~~Meta~~for the end-to-end ~~fund~~lifecycle ~~our~~of ~~share~~producing ~~of drilling~~renewable fuels and ~~operating~~chemicals, ~~costs~~and our operational headquarters.

Distributions from Equity Investment

During 2024, we received distributions, totaling $922,719, from Hupecol Meta, representing our share of distributable net income and reflected as “Other Income” on our Statement of Operations.

Impairment of Hupecol Meta Investment

Hupecol has advised that it intends to evaluate potential monetization of its assets in Colombia, including the interest in the CPO-11 block held by Hupecol Meta. Pending the outcome of Hupecol’s evaluation of, and potential efforts regarding, monetization of the CPO-11 block, we have no planned drilling operations, or other planned operations, in Colombia and we expect to continue to operate our existing wells on the CPO-11 block. There is no assurance as to the timing or outcome of Hupecol’s potential monetization of assets.

Financing Activities

InELOC November 2022, we entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with Univest Securities, LLC (“Univest”) pursuant to which we could sell (the “2022 ATM Offering”), at our option, up to an aggregate of $3.5 million in shares of common stock through Univest, as sales agent. Sales of shares under the Sales Agreement (the “2022 ATM Offering”) were made, in accordance with placement notices delivered to Univest, which notices set parameters under which shares could be sold. The 2022 ATM Offering was made pursuant to a shelf registration statement by methods deemed to be “at the market,” as defined in Rule 415 promulgated under the Securities Act of 1933. We pay Univest a commission in cash equal to 3% of the gross proceeds from the sale of shares in the 2022 ATM Offering. We reimbursed Univest for $25,000 of expenses incurred in connection with the 2022 ATM Offering.Drawdowns

~~During~~On ~~2023~~July 10, we2025, ~~sold~~the anCompany ~~aggregate~~entered ofinto ~~578,707~~the ~~shares~~ELOC inAgreement ~~connection~~ with the ~~2022~~ELOC ~~ATM~~Investor, ~~Offering~~providing ~~and~~for a ~~received~~24-month ~~proceeds~~committed equity financing facility, ~~net~~pursuant ofto ~~commissions~~which ~~and~~the ~~expenses~~ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate of $1100,~~652~~000,000 of Common Stock, subject to certain limitations set forth in the ELOC Agreement.

InThe ~~2024,~~purchase weprice ~~sold~~per 2share is equal to 96% of the lowest daily volume-weighted average price (“VWAP”) during a specified measurement period following each purchase notice. The Company may issue up to 10,~~180~~000,~~180~~000 shares of ~~our~~Common ~~common~~Stock ~~stock~~(exclusive inof athe commitment ~~private~~shares ~~placement~~issued ~~for~~pursuant ~~net~~to ~~proceeds~~the ofELOC $2Agreement  described below) under the ELOC,~~325~~ subject to a (i) 9.99% beneficial ownership cap,~~000~~ and (ii) a 19.99% exchange cap, unless shareholder approval is obtained or sales are made at or above the minimum price as defined by NYSE American rules.

InThe ~~January~~ELOC ~~2025,~~Agreement wemay ~~sold~~be 2terminated by the Company at any time after commencement,~~600,000~~ ~~shares~~provided ofthe ~~our~~commitment ~~common~~fee ~~stock~~and inlegal afees ~~registered~~have ~~direct~~been paid. ~~offering~~The ~~for~~agreement ~~net~~automatically ~~proceeds~~terminates upon the earlier of $3(i) full drawdown,~~897~~ (ii) expiration of the 24-month term,~~000~~ (iii) delisting, or (iv) bankruptcy events.

26During the year ended December 31, 2025, the Company issued 646,149 shares of Common Stock under the ELOC Agreement, for total gross proceeds of $3,925,972.

~~Executive~~Debt ~~Compensation Changes~~Restructuring

InPursuant ~~November~~to ~~2024~~an Assignment, weAssumption ~~entered~~and ~~into~~Release anAgreement, ~~agreement~~dated ~~with~~November ~~John Terwilliger~~12, ~~our then Chief Executive Officer~~2025, BFH agreed to ~~pay~~acquire ~~Mr. Terwilliger~~ $~~800~~3,500,000 in ~~exchange~~of ~~for~~the ~~terminating~~outstanding ~~his~~principal ~~change~~amount of ~~control agreement with~~ the ~~Company.~~convertible ~~Mr.~~note, ~~Terwilliger~~dated ~~retired~~July as10, a2025, ~~director~~originally onused ~~December~~to ~~31,~~finance ~~2025~~the ~~and~~purchase ~~remains~~of ~~an advisor to~~ the Company’s ~~for~~Cedar ~~$2,500~~Port ~~per month~~property.

On November 19, 2025, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company engaged A.G.P. as the placement agent (the “Placement Agent”) in connection with a registered direct offering pursuant to a Registration Statement on Form S-3 (File No. 333-290308), which was filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2025 and became effective by operation of law on November 3, 2025 (the “Registration Statement”), as supplemented by a prospectus supplement dated November 19, 2025.

On November 21, 2025, we closed an offering (the “Offering”) pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), entered into on November 19, 2025, with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 2,285,715 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) to the Investors, at a price of $3.50 per share, for aggregate gross proceeds to the Company of $8,000,000 before deducting the placement agent’s fees and related offering expenses

Impairment Charge

During ~~2024~~2025, we incurred an impairment ~~charge~~charges of $61,~~668~~546,~~634~~900. ~~The~~$1,115,000 ~~impairment~~of ~~charge~~the ~~was~~charges ~~attributable~~relate to the ~~conclusion~~impairment of a license for a technology that the Company does not intend to ~~write~~use. On this basis the ~~down~~Company ~~our~~determined ~~investment~~the inlicensed ~~Hupecol~~technology ~~Meta~~had (no future economic benefit and therefore wrote off its full $61,~~392~~115,~~874)~~000 ~~and~~carrying value as an impairment ofcharge ~~our~~within USthe ~~assets~~Renewables (segment. The remaining $~~275~~431,~~760)~~900 of the charge was attributable to the impairment of our legacy oil and gas assets due to declines in energy prices and ~~production~~increased operating expenses relating to our Reeves County properties~~, partially offset by our proved non-producing properties~~.

~~Planned~~Going ~~Acquisitions~~Concern

OnFor the years ended December 1231, 2025 and 2024, ~~the~~we ~~Company~~had ~~entered~~a ~~into~~net ~~two~~loss ~~non-binding~~of ~~letters~~approximately of$29,460,935 ~~intent~~and ~~relating~~approximately to$3,621,948, ~~the~~respectively, and ~~acquisition~~will ofrequire ~~Abundia~~additional ~~Global~~capital ~~Impact~~in ~~Group, LLC~~order ~~(“AGIG”)~~to ~~and~~operate ~~RPD~~in ~~Technologies,~~the ~~LLC~~normal ~~(“RPD”)~~course of business and fund operating activities.

OnBased ~~February~~on ~~20, 2025,~~ the Company’s ~~entered~~current ~~into a Share Exchange Agreement with the members of Abundia Global Impact Group~~projections, ~~LLC (“AGIG”).~~management Inbelieves ~~the~~there ~~Share~~is ~~Exchange~~substantial ~~Agreement,~~doubt ~~the~~about ~~Company~~its ~~has~~ability ~~agreed~~ to ~~issue~~continue to ~~the~~operate ~~members of AGIG a number of shares of~~as ~~our common stock equal to 94% of the Company’s issued and outstanding shares (after taking into account such issuance). As~~ a ~~result~~ ofgoing ~~entering~~concern ~~into the Share Exchange Agreement, we will acquire all of the issued~~ and ~~outstanding~~fund ~~units~~its ofoperations ~~AGIG,~~through ~~and~~at ~~AGIG~~least ~~will become a wholly-owned subsidiary of~~ the ~~Company.~~next ~~Under~~twelve ~~the~~months ~~Share~~following ~~Exchange Agreement,~~ the ~~Company is obligated to obtain shareholder approval for the amendment of our Certificate of Incorporation to increase the number of authorized shares of common stock to 300,000,000 shares and for the~~ issuance of ~~approximately~~these ~~246,000,000~~consolidated ~~shares to the members of AGIG. The Company expects the AGIG~~financial ~~acquisition to close early in the second quarter~~statements. ~~The acquisition is subject to shareholder approval and standard closing conditions.~~

On February 7, 2025, the Company amended the non-binding letter of intent for the acquisition of RPD. Under the amended letter of intent, the Company will acquire all of the assets of RPD. Upon entering into this letter of intent, the Company paid RPD a refundable deposit of $160,000, which will be applied toward the purchase price. The Company expects the RPD acquisition to close in the second quarter.

As a result of the AGIG and RPD transactions, the Company will focus on developing a production plant for plastics and petrochemicals in the Houston area. The acquisition supports a strategy that will diversify the Company’s portfolio into the energy transition sector.

Critical Accounting Estimates and Policies

~~The~~This ~~following~~discussion ~~describes~~and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the ~~critical~~United States of America. Certain accounting policies are ~~used~~particularly inimportant ~~reporting~~to the understanding of our financial ~~condition~~position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, they are subject to an inherent degree of uncertainty. In ~~some~~applying ~~cases~~these policies, management uses ~~accounting~~its ~~standards~~judgment ~~allow~~to ~~more~~determine ~~than~~the ~~one~~appropriate ~~alternative~~assumptions ~~accounting~~to ~~method~~be ~~for~~used ~~reporting~~in the determination of certain estimates. ~~Such~~Those isestimates ~~the~~are ~~case~~based on ~~with~~our ~~accounting~~historical ~~for~~operations, ~~oil~~our future business plans and ~~gas activities~~projected ~~described~~financial ~~below.~~results, Inthe ~~those~~terms ~~cases~~of existing contracts, observance of trends in the industry, information provided by our ~~reported~~customers, and information available from other outside sources, as appropriate. Actual results ofcould ~~operations~~materially ~~would~~differ befrom ~~different~~those ~~should~~estimates. weFor ~~employ~~information anregarding ~~alternative~~our critical accounting policies as well as recent ~~method~~accounting pronouncements, see Note 3 of our consolidated financial statements.

~~Full~~Our ~~Cost~~management ~~Method~~has ofdiscussed ~~Accounting for Oil and Gas Activities. We follow~~ the ~~full cost method of accounting for oil and gas property acquisition, exploration and~~ development ~~activities. Under this method, all productive~~ and ~~nonproductive~~selection ~~costs~~of ~~incurred~~critical inaccounting ~~connection~~estimates with the ~~exploration for~~Board ~~and development~~ of ~~oil and gas reserves are capitalized. Capitalized costs include lease acquisition~~Directors, ~~geological~~ and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the ~~sale~~Board ~~or other disposition~~ of ~~oil and gas properties is not recognized~~ ~~unless~~Directors ~~significant amounts of oil and gas reserves are involved. No corporate overhead~~ has ~~been~~reviewed ~~capitalized~~our asdisclosure ~~of December 31, 2024. The capitalized costs of oil and gas properties, plus estimated future development costs~~ relating to ~~proved~~critical ~~reserves,~~accounting ~~are~~estimates ~~amortized~~in ~~on a~~this ~~units-of-production~~Annual ~~method~~Report. ~~over~~We ~~the~~believe ~~estimated productive life of~~ the ~~reserves.~~following ~~Unevaluated oil and gas properties~~ are ~~excluded from this calculation. The capitalized oil and gas property costs, less accumulated amortization, are limited to an amount (~~the ~~ceiling limitation)~~ ~~equal~~more tosignificant ~~the~~judgments ~~sum of: (a) the present value of estimated future net revenues from the projected production of proved oil~~ and ~~gas~~estimates ~~reserves, calculated~~used using the average oil and natural gas sales price received by the company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) and a discount factor of 10%; (b) the cost of unproved and unevaluated properties excluded from the costs being amortized; (c) the lower of cost or estimated fair value of unproved properties included in the ~~costs~~preparation ~~being amortized; and (d) related income tax effects. Costs in excess~~ of ~~this~~our ~~ceiling~~consolidated ~~are~~financial ~~charged to proved properties impairment expense~~statements.

27In some cases, accounting standards allow more than one alternative accounting method for reporting. Such is the case with accounting for oil and gas activities described below. In those cases, our reported results of operations would be different should we employ an alternative accounting method.

~~Revenue~~Acquisitions recognition. On January 1, 2018, we adopted the new revenue guidance using the modified retrospective method for contracts that were not complete at December 31, 2017. ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. Topic 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. We adopted Topic 606 on January 1, 2018, using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. Under the modified retrospective method, prior period financial positions and ~~results~~Business are not adjusted. The cumulative effect adjustment recognized in the opening balances included no significant changes as a result of this adoption. While our 2018 net earnings were not materially impacted by revenue recognition timing changes, Topic 606 requires certain changes to the presentation of revenues and related expenses beginning January 1, 2018.Combinations

~~Our~~For ~~revenue~~acquisitions ismeeting ~~comprised~~the ~~principally~~definition of ~~revenue~~a ~~from~~business ~~exploration~~combination, ~~and~~the ~~production~~acquisition ~~activities.~~method ~~Our~~of ~~oil~~accounting is ~~sold~~used. ~~primarily~~The consideration transferred for the acquired business is allocated to ~~marketers,~~the ~~gatherers~~assets acquired and liabilities assumed based on their fair values at the date of acquisition, ~~and~~including ~~refiners~~identifiable intangible assets. ~~Natural~~Any ~~gas~~excess isof ~~sold~~the ~~primarily~~amount topaid ~~interstate~~over ~~and~~the ~~intrastate~~estimated ~~natural-gas~~fair ~~pipelines,~~values ~~direct~~of ~~end~~the identifiable net assets acquired is allocated to goodwill. Acquisition-~~users~~related costs, ~~industrial~~such ~~users,~~as ~~local distribution~~professional ~~companies~~fees, are excluded from the consideration transferred and ~~natural-gas~~are ~~marketers~~expensed as incurred. ~~Natural~~The ~~gas~~Company ~~liquids,~~uses orits ~~NGLs,~~best ~~are~~estimates ~~sold~~and ~~primarily~~assumptions to ~~direct~~assign ~~end-users,~~fair ~~refiners~~value to the tangible and intangible assets acquired, and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to ~~marketers~~refinement. ~~Payment~~During isthe ~~generally~~measurement ~~received~~period, which may be up to one year from the ~~customer~~acquisition indate, the ~~month~~Company ~~following~~may ~~delivery~~record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

~~Contracts~~Valuation ~~with customers have varying terms, including spot sales or month-to-month contracts, contracts with a finite term, and life-~~of~~-field contracts~~ where all production from a well or group of wells is sold to one or more customers. We recognize sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs.Warrants

~~The~~Warrants are accounted in accordance with the guidance contained in ASC 815-40-15-7D. The Company ~~estimated~~accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the ~~December~~warrant’s ~~2024~~specific ~~revenue~~terms and ~~related~~applicable ~~drilling~~authoritative ~~expenses~~guidance in ~~for~~FASB ~~two~~ASC US480, ~~wells~~Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The ~~Using~~assessment ~~actual~~considers ~~oil~~whether ~~production~~the ~~results~~warrants ~~for~~are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability ~~month~~pursuant to ASC 480, and whether the ~~Company~~warrants ~~used~~meet ~~historical~~all ~~lease~~of ~~operating~~the ~~expenses~~requirements ~~and~~for ~~average~~equity ~~price~~classification ~~per~~under ~~BBL~~ASC ~~from~~815, ~~prior~~including ~~months~~whether the warrants are indexed to ~~calculate~~the ~~these~~Common ~~estimates~~Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This Noassessment, ~~gas~~which orrequires ~~NGL~~the ~~related~~use ~~revenue~~of orprofessional ~~expenses~~judgment, ~~are~~is ~~included~~conducted inat the ~~estimate~~time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~Revenues are recognized for the sale of our net share of production volumes.~~39

~~Stock-Based~~Estimates ~~Compensation.~~used We use the Black-Scholes option-pricing model, which requires the input of highly subjective assumptions. These assumptions include estimating the volatility of our common stock price over the expected life of the options, dividend yield, an appropriate risk-free interest rate and the number of options that will ultimately not complete their vesting requirements. Changes in ~~the~~Oil ~~subjective assumptions can materially affect the estimated fair value of stock-based compensation~~ and ~~consequently,~~Gas ~~the related amount recognized on the Statements of Operations.~~Reserves

Independent reserve engineers prepare the estimates of oil, natural gas liquids (“NGL”) and natural gas reserves and associated future net cash flows on an annal basis. The SEC has defined proved reserves as the estimated quantities of oil, NGL and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. The process of estimating oil, NGL, and natural gas reserves is complex, requiring significant judgment in the evaluation of available geological, geophysical, engineering, and economic data. In general, our estimates of future reserve volumes are primarily based on historical production on a well-to-well or property-to-property basis. The data for a given property may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective assumptions and variances in available data for various properties increase the likelihood of significant changes in these estimates.

Impairments of long-lived assets

Oil and Gas

The Company uses the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved.

Other Long-Lived Assets

The Company reviews long-lived assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value.

Full Cost Method of Accounting for Oil and Gas Activities

We follow the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved. No corporate overhead has been capitalized as of December 31, 2025. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves, are amortized on a units-of-production method over the estimated productive life of the reserves. Unevaluated oil and gas properties are excluded from this calculation. The capitalized oil and gas property costs, less accumulated amortization, are limited to an amount (the ceiling limitation) equal to the sum of: (a) the present value of estimated future net revenues from the projected production of proved oil and gas reserves, calculated using the average oil and natural gas sales price received by the Company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) and a discount factor of 10%; (b) the cost of unproved and unevaluated properties excluded from the costs being amortized; (c) the lower of cost or estimated fair value of unproved properties included in the costs being amortized; and (d) related income tax effects. Costs in excess of this ceiling are charged to proved properties impairment expense.

Results of Operations

~~Year~~Statement ~~Ended~~of ~~December 31, 2024 Compared to Year Ended December 31, 2023~~Operations

~~Oil~~The ~~and~~following ~~Gas~~discussion ~~Revenues~~compares our results of operations for the years ended December 31, 2025 and 2024. ~~Total~~In July 2025, we completed the Share Exchange and transitioned from a legacy oil and gas ~~revenues~~company ~~decreased~~to ~~30%~~a todevelopment-stage ~~$560~~low-carbon energy solutions company. As set out in Note 4 – Acquisition,~~180~~ tothe Share Exchange was accounted for as a reverse acquisition under ASC 805, with AGIG treated as the accounting acquirer and HUSA treated as the acquired company for financial reporting purposes. On this basis the operating results of the legacy oil and gas segment were included in ~~2024~~the consolidated results of operations from ~~$794~~the date of the Share Exchange which means that there is no comparative financial information included for this segment and that the operating results are for the period July 1,~~027~~ 2025 into ~~2023~~December 31, 2025, as such no comparative analysis can be provided for the legacy oil and gas segment.

~~The~~Segment decrease in revenues was attributable to (i) declines in oil production, down 18%, and gas production, down 11% from 2023 levels; and (ii) declines in average sales price of natural gas, down 99% from 2023 levels.Results

~~The~~Renewables following table sets forth the gross and net producing wells, net oil, natural gas liquids, and gas production volumes and average hydrocarbon sales prices for 2024 and 2023 (excluding information pertaining to Hupecol Meta):Segment

	2024		2023
Gross producing wells		4		4
Net producing wells		0.68		0.68
Net oil production (Bbls)		5,992		7,971
Net gas production (Mcf)		53,476		57,360
Net natural gas liquids production (Gallons)		159,680		179,506
Oil—Average sales price per barrel	$	73.08	$	74.08
Gas—Average sales price per mcf	$	0.17	$	1.38
Natural gas liquids—Average sales price per gallon	$	0.71	$	0.69

The Company’s renewables (“Renewables”) segment consists of our low-carbon fuels and renewable chemicals business operated through AGIG LLC.

28Revenue. The Renewables segment did not generate revenue during the years ended December 31, 2025 or 2024, as commercial production has not commenced.

~~The~~Operating ~~change~~Expenses. Operating expenses in ~~production~~the ~~volumes~~Renewables ~~reflects~~segment ~~natural~~increased ~~production~~by ~~declines.~~$7,245,300 ~~The~~for ~~change~~the inyear ~~average~~ended ~~oil~~December 31, 2025 compared to the year ended December 31, 2024, primarily reflecting higher corporate infrastructure and ~~natural~~development ~~gas~~costs. ~~prices~~General ~~realized~~and administrative ~~reflects~~expenses attributable to this segment totaled $10,584,333 for the year ended December 31, 2025, compared to ~~movements~~$2,440,150 infor ~~global~~the ~~energy~~year ~~prices~~ended December 31, 2024, driven by transaction-related professional fees, public company costs, stock-based compensation, and expanded operational support.

~~All~~Research ~~oil~~and development. Research and ~~gas~~development ~~sales~~expenses ~~revenues~~in ~~for~~the ~~2024~~Renewables ~~and~~segment ~~2023~~were $752,287 byfor ~~region~~the ~~(excluding~~year ~~information~~ended ~~pertaining~~December 31, 2025, compared to ~~Hupecol~~$1,651,170 ~~Meta)~~for the year ended December 31, ~~were~~2024. asThe ~~follows:~~decrease reflects lower pilot-scale testing and development activities in 2025 following the completion of certain early-stage research initiatives.

	Colombia		U.S.		Total
2024
Oil sales	$	—	$	473,900	$	473,900
Gas sales	$	—	$	8,869	$	8,869
Gas Liquids sales	$	—	$	113,411	$	113,411
2023
Oil sales	$	—	$	590,486	$	590,586
Gas sales	$	—	$	79,443	$	79,443
Gas Liquids sales	$	—	$	124,098	$	124,098

Impairment Charges. During the year ended December 31, 2025, the Renewables segment recorded an impairment charge of $1,115,000 related to a technology license determined to have no future economic benefit based on changes in development plans. A comparable impairment charge of $1,000,000 was recorded during the year ended December 31, 2024, this related to another technology license that was determined to have no future economic value.

~~Lease~~As ~~Operating~~a ~~Expenses.~~result, ~~Lease~~the ~~operating~~Renewables ~~expenses,~~segment ~~excluding~~reported ~~expenses~~an ~~attributable~~operating toloss ~~our~~during ~~cost~~the ~~method~~years ~~investment~~ended inDecember ~~Colombia~~31, ~~increased 24%~~2025 toand ~~$747~~2024,~~559~~ inconsistent ~~2024~~with ~~from~~its development-stage ~~$473,925 in 2023~~status.

~~Lease~~Legacy ~~operating~~Oil ~~expense, by region, for 2024~~ and ~~2023~~Gas ~~(excluding information pertaining to Hupecol Meta), were as follows:~~Segment

	Colombia		U.S.		Total
2024	$	—	$	747,559	$	747,559
2023	$	—	$	473,925	$	473,925

The Company’s legacy oil and gas (“Legacy Oil and Gas”) segment includes our historical oil and natural gas properties, which are no longer a strategic focus.

~~The~~Revenue. ~~change~~Revenue infrom ~~lease~~the ~~operating~~Legacy ~~expenses~~Oil ~~was~~and ~~principally~~Gas ~~attributable~~segment tototaled $410,632 for the ~~increased~~year ~~expenses~~ended inDecember ~~production~~31, ~~during~~2025. ~~2024~~The Legacy Oil and ~~approximately $125~~Gas segment did not recognize any revenue for the year ended December 31,~~000~~ ~~related~~2024, as such revenue is attributable to HUSA prior to the ~~six~~Shares ~~new~~Exchange. ~~wells~~All inproduction ~~development~~was sold at prevailing market prices.

~~Depreciation~~Operating Expenses and ~~Depletion Expense~~Impairment. ~~Depreciation~~Operating ~~and~~expenses ~~depletion~~totaled ~~expense~~$221,053 ~~decreased~~during bythe 5%year toended ~~$160~~December 31,~~001~~ in2025 ~~2024~~and ~~from~~such segment recorded impairment charges of $~~167~~431,~~527~~900, inreflecting ~~2023.~~lower ~~The~~commodity ~~decrease in~~prices ~~depreciation~~ and ~~depletion~~increased ~~during~~operating ~~2024~~expenses ~~was~~affecting ~~attributable~~asset recoverability. toNo ~~the~~operating ~~increase~~expenses inor impairment charges for the ~~depletion~~Legacy ~~rate~~Oil ~~during~~and ~~2024~~Gas ~~due~~segment tofor the ~~naturally~~year ~~occurring~~ended December 31, 2024 ~~reduction~~were inrecognized, ~~reserves~~as ~~which~~such isexpenses ~~used~~and incharges would be attributable to HUSA prior to the ~~calculation.~~Shares Exchange.

~~Impairment~~The ~~Expense~~Company ~~and~~does ~~Loss~~not onintend ~~Disposal of Oil and Gas Properties. During 2024, we realized an impairment expense of $6,392,874 on our investment in Hupecol Meta attributable~~ to ~~indications~~allocate ~~that~~growth ~~its~~capital ~~earnings performance has deteriorated, and the investment is no longer viewed as viable. An additional $275,760 impairment on the US properties was realized in 2024, attributable~~ to ~~declines~~this ~~in energy~~segment ~~prices~~beyond ~~and~~expenditures ~~production~~required ~~relating~~for tocompliance ~~our Reeves County properties, partially offset by the addition of our proved non-producing properties . The loss on disposal of oil~~ and ~~gas properties in 2023 for 2,343,126 was attributable to the release of our interest in properties in Colombia~~maintenance.

~~General~~Consolidated ~~and~~Operating ~~Administrative~~ Expenses (Excluding Stock-Based Compensation). General and administrative expense increased by 32% to $2,123,051 in 2024 from $1,614,245 in 2023. The change in general and administrative expense was primarily attributable to the payment to our former CEO to terminate his change of control agreement with the Company.

~~Stock-Based~~General ~~Compensation~~and Administrative Expenses. ~~Stock-based~~Total ~~compensation~~consolidated ~~decreased~~general toand administrative expenses were $~~101~~10,~~508~~584,333 infor ~~2024~~the ~~from~~year ended December 31, 2025, compared to $~~238~~2,~~314~~440,150 infor ~~2023~~the year ended December 31, 2024. The ~~decrease~~increase of $8,144,183 was primarily attributable to ~~a lower~~professional ~~fair~~fees ~~value~~related ofto ~~newly~~the ~~issued~~Share ~~options~~Exchange, ~~compared~~increased public company compliance costs, higher stock-based compensation, and expanded corporate infrastructure to support the ~~prior~~Renewables ~~period~~business.

~~Other~~Success Fee Paid by Controlling ~~Income~~Shareholder. ~~Other~~The ~~income~~Company ~~totaled~~recognized $a 1charge of $12,~~024~~390,~~461~~253 infor ~~2024~~the ~~compared~~year toended $1December 31,~~369,518~~ ~~in 2023~~2025. ~~Other~~The ~~income~~fee ~~consisted~~was due upon the successful completion of ~~(i)~~the ~~equity~~Share ~~investment distributions~~Exchange ~~from~~and ~~Hupecol~~was ~~Metal~~paid ~~totaling~~by ~~$922,719~~the ~~during~~controlling ~~2024~~shareholder ~~compared~~on tobehalf ~~$1,220,954;~~of the ~~and~~Company. ~~(ii)~~As ~~interest~~this ~~earned~~was onrelated ~~cash~~to ~~balances,~~the ~~totaling $101~~Share Exchange,~~742~~ inthere ~~2024~~was ~~and~~no ~~$148,565~~comparable incharge ~~2023~~for the year ended December 31, 2024.

~~Distributions from~~Shares ~~Hupecol~~issued ~~Meta reflect, generally, our share of distributable net income of Hupecol Meta. Distributions should not be viewed~~ as acommitment ~~measure~~fee ~~of actual operating results of Hupecol Meta~~ for ~~the period of such distributions or any other periods~~ELOC. ~~Distributions merely reflect~~A ~~determinations~~non-cash bycharge ~~the managers~~ of ~~Hupecol~~$3,342,000 ~~Meta~~was torecognized ~~make~~for ~~distributions in accordance with contractual rights of~~ the ~~various members of~~ ~~Hupecol~~year ~~Meta~~December ~~within~~31, ~~the~~2025 ~~discretion~~related ~~of the managers as permitted under the contracts governing Hupecol Meta. We report distributions from Hupecol Meta as “Other Income”~~ to the ~~extent~~issuance ~~that the character~~ of ~~the distributions is in the nature of income and not a return of capital. The distributions received during 2024 are~~300,000 ~~generally,~~shares ~~attributable to operations~~ of ~~Hupecol~~Common ~~Meta’s~~Stock ~~initial wells,~~as ~~the Saturno ST1 vertical well, the Venus 2A vertical well,~~ a ~~legacy~~commitment ~~well~~fee ~~that~~under ~~had been shut-in,~~ the ~~Venus 1-H well, Hupecol Meta~~Company’s ~~first~~ ~~horizontal~~ELOC ~~well,~~arrangement. No ~~which~~comparable ~~began~~charge ~~production~~was inrecognized ~~May~~for ~~2023, and~~ the ~~Venue~~year ~~2-H~~ended ~~ST1~~December ~~well~~31, ~~which began production in August 2023~~2024.

29Research and Development Expenses. Research and development expenses totaled $752,287 for the year ended December 31, 2025, compared to $1,651,170 for the year ended December 31, 2024. The decrease of $898,883 reflects a reduction in development-stage research activities as the Company progressed toward engineering and commercialization planning.

~~The~~Interest ~~decrease~~Expense. inInterest ~~interest~~expense ~~income~~increased ~~from~~to ~~2023~~$625,599 for the year ended December 31, 2025, compared to $401,096 for the year ended December 31, 2024. The increase was ~~attributable~~driven toprimarily ~~the~~by ~~decrease~~additional indebt ~~our~~outstanding during 2025 and non-cash ~~balances~~accretion ~~during~~associated ~~2024~~with convertible notes and debt discounts.

Net Loss. The Company reported a net loss of $29,460,935 for the year ended December 31, 2025, compared to a net loss of $3,621,948 for the year ended December 31, 2024. The increase in net loss of $25,838,987 was primarily attributable to higher general and administrative expenses, impairment charges totaling $1,546,900, transaction-related costs, and increased interest expense.

Financial Condition

Liquidity and Capital Resources. At December 31, ~~2024~~2025, we had a cash balance of $24,~~960~~618,~~151~~621 and working capital of $3(1,~~072~~043,~~783~~785), compared to a cash balance of $4525,~~059,182~~809 and working capital of $3(5,~~917~~340,~~231~~035) at December 31, ~~2023~~2024. This increase was primarily due to the issuance of shares of Common Stock under the ELOC Agreement and the registered direct offerings of shares of Common Stock to support working capital.

~~Cash~~The ~~Flows.~~Renewables ~~Operating~~segment ~~activities~~of ~~used~~the ~~cash~~Company ofis ~~$1,536,515~~pre-revenue ~~during~~and ~~2024,~~will ~~compared~~not togenerate ~~$263,191~~revenue from product sales unless and until we successfully ~~used~~construct ~~during~~and ~~2023.~~commission ~~The~~the ~~change~~plastics inrecycling ~~cash~~facility. ~~flows~~In ~~from~~addition, ~~operating~~we ~~activities~~will ~~was~~likely ~~attributable~~incur significant expenses related to engineering ~~the~~and ~~$800~~design services,~~000~~ ~~payment~~product tosales, ~~our~~marketing, ~~former~~and ~~CEO~~distribution activities.

~~Investing~~As a ~~activities~~result, ~~used~~we ~~cash~~will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of $1public or private equity offerings and debt financings and other sources,~~887~~ such as potential collaboration agreements,~~516~~ ~~during~~strategic ~~2024~~alliances and product pre-sales. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on acceptable terms, ~~compared~~or at all. Our failure to $2raise capital or enter into such agreements as and when needed could have a material adverse effect on our business,~~403,219~~ ~~used~~results ~~during~~of ~~2023~~operations and financial condition. ~~The~~No ~~decrease~~assurance incan ~~cash~~be ~~used~~given inthat ~~investing~~any ~~activities~~future isfinancing ~~attributable~~will be available or, if available, that it will be on terms that are satisfactory to the ~~reduced~~Company. ~~activities~~Even inif ~~Hupecol~~the ~~Meta~~Company is able to obtain additional financing, it may contain ~~fund~~undue restrictions on our ~~share~~operations, in the case of ~~costs~~debt ~~associated~~financing, ~~with~~or ~~commencement~~cause ofsubstantial ~~Hupecol~~dilution ~~Meta’s~~for ~~drilling~~our ~~program~~stockholders, onin ~~the~~case ~~CPO-11~~of ~~block~~equity financing.

~~Financing~~Cash Flows. Operating activities ~~provided~~used cash of $27,~~325~~505,~~000~~203 during ~~2024~~the year ended December 31, 2025, compared to $1,~~652~~924,~~000~~700 ~~provided~~used during ~~2023.~~the year ~~Cash~~ended ~~provided~~December by31, ~~financing activities in~~ 2024. ~~was~~The ~~due~~change ~~to our private placement,~~ in ~~which~~cash weflows ~~received aggregate~~from ~~net~~operating ~~proceeds of $2,325,000. Cash provided by financing~~ activities ~~in 2023~~ was primarily attributable to ~~funds~~professional ~~received~~fees ~~from~~related to the ~~sale~~Share ~~of common~~Exchange ~~stock~~which ~~under~~was ~~our~~consummated ~~2022~~during ~~ATM~~the ~~Offering~~third quarter of 2025.

~~Long-Term Liabilities~~Investing. Investing Atactivities ~~December~~used ~~31,~~cash ~~2024~~of $3,642,708 weduring ~~had~~the ~~long-term~~year ~~liabilities~~ended ofDecember ~~$57~~31,~~180~~ 2025, compared to $~~134~~318,~~167~~538 atused during the year ended December 31, ~~2023~~2024. ~~Long-term liabilities,~~The aschange ofin ~~December~~cash ~~31,~~used ~~2024,~~for ~~consisted~~investing ofactivities awas ~~reserve~~primarily ~~for~~attributable ~~plugging~~to ~~costs~~the purchase of ~~$57,180~~land for future operations and the first installment paid on the Alterra license.

~~Capital and Exploration Expenditures and Commitments~~Financing. ~~Our principal capital and exploration expenditures relate to ongoing efforts to acquire,~~ ~~drill~~Financing ~~and~~activities ~~complete~~raised ~~prospects.~~cash ~~During~~of ~~2023~~$15,177,110 ~~capital~~during ~~expenditures relating to Hupecol Meta increased with our investments in Hupecol Meta to fund our share of costs associated with~~ the ~~initial~~year ~~wells~~ended ~~drilled~~December on31, ~~the CPO-11 block. We believe that we have the ability~~2025, ~~through our~~compared ~~cash~~to ~~on-hand~~$2,395,100 toraised ~~fund operations~~ during ~~2024 and for~~ the ~~twelve~~year ended ~~months~~December ~~following~~31, ~~the issuance of these financial statements~~2024.

The change in cash received from financing activities was primarily attributable to the registered direct offerings and ELOC drawdowns made since the Share Exchange.

Long-Term Liabilities. At December 31, 2025, we had long-term liabilities of $6,439,464, compared to $ nil at December 31, 2024. This reflects the extension of the AGIG Convertible Note to January 1, 2027 thereby extending its maturity beyond one-year and leading to reclassification as long-term as well as the long-term portion of the operating lease on the Houston, Texas office.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements or guarantees of third-party obligations at December 31, 2025.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

~~Commodity~~We ~~Price~~are ~~Risk~~not required to provide the information required by Item 7A as we are a smaller reporting company.

The price we receive for our oil and gas production heavily influences our revenue, profitability, access to capital and future rate of growth. Crude oil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the markets for oil and gas have been volatile, and these markets will likely continue to be volatile in the future. The prices we receive for production depends on numerous factors beyond our control.

We have not historically entered into any hedges or other derivative commodity instruments or transactions designed to manage, or limit exposure to oil and gas price volatility.

Item 8.

Financial Statements and Supplementary Data

~~Our~~The Company’s consolidated financial statements ~~appear~~for the fiscal years ended December 31, 2025 and 2024, accompanying notes and the report of the Company’s independent registered public accounting firm required to be filed in response to this Item 8 appear immediately after the signature page of this ~~report~~Report. See “Index to Financial Statements” on page F-1 hereof.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.

Controls and Procedures

~~Disclosure~~Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including ~~our~~the ~~principal~~Company’s ~~executive~~Chief Financial Officer who also serves as our principal financial officer, we conducted an evaluation as of December 31, ~~2024~~2025 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the ~~Securities~~ Exchange Act ~~of 1934, as amended~~. Based on on this evaluation, ~~our~~the ~~principal~~Company’s ~~executive~~Chief ~~officer~~Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, ~~2024~~2025.

30This conclusion reflects the presence of material weaknesses in our internal control over financial reporting, including deficiencies in the formal control environment and control activities, such as incomplete risk assessments relating to segregation of duties and the risk of material misstatement. Management also identified a material weakness related to accounting for significant and non-standard transactions, which could result in errors or misstatements that may not be prevented or detected on a timely basis.

We have initiated remediation efforts designed to enhance our control environment, formalize risk assessment processes, and strengthen review and approval procedures for significant and non-standard transactions. These remediation activities are ongoing. Until such measures are fully implemented and operating effectively for a sufficient period, we cannot conclude that our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control Over Financial Reporting

~~Our management~~ Management is responsible for establishing and maintaining adequate internal control over financial reporting, as ~~such term is~~ defined in Rules 13a-15(f) and 15d-15(f) under the ~~Securities~~ Exchange ~~Act~~ ~~of 1934~~Act. ~~Under~~Management ~~the supervision and with the participation of management, including our principal executive officer, we~~ conducted an evaluation of the effectiveness of ~~our~~the Company’s internal control over financial reporting as of December 31, 2025, based on the ~~2013~~criteria ~~framework~~set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (~~the “~~COSO ~~Framework”~~). Based on this evaluation under the COSO Framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2024. Such conclusion reflects our chief executive officer’s assumption of duties of the principal financial officer and the resulting lack of an appropriate level of accounting knowledge and experience commensurate with the financial reporting requirements for a public company, in particular with respect to technical accounting knowledge regarding accounting for certain transactions, including reserve inputs, asset retirement obligations, calculation of depreciation, depletion, and amortization, and the full cost ceiling test, and a related lack of segregation of duties. Until we are able to remedy these material weaknesses, we are relying on third party consultants to assist.

~~This~~Based ~~annual~~on ~~report~~this ~~does~~evaluation, ~~not~~management ~~include~~concluded anthat ~~attestation~~the ~~report~~Company’s ~~of our registered public accounting firm regarding~~ internal control over financial reporting. ~~Management’s report~~ was not ~~subject~~effective toas ~~attestation by our registered public accounting firm pursuant to rules~~ of ~~the~~December ~~Securities~~31, ~~and Exchange Commission that permit smaller reporting companies to provide only management’s report in this annual report~~2025.

This conclusion reflects the presence of material weaknesses in our internal control over financial reporting. These material weaknesses include deficiencies in our formal control environment and control activities, such as incomplete risk assessments relating to segregation of duties and the risk of material misstatement. Management also identified a material weakness related to accounting for significant and non-standard transactions, which could result in errors or misstatements that may not be prevented or detected on a timely basis.

The Company has begun implementing remediation measures designed to address the identified material weaknesses. These measures include enhancements to our control environment, the formalization of risk assessment processes, and strengthened review and approval procedures for significant and non-standard transactions. These remediation efforts are ongoing. Until such measures are fully implemented and have operated effectively for a sufficient period, management cannot conclude that our internal control over financial reporting is effective.

This Annual Report does not include an attestation report of our registered public accounting firm on internal control over financial reporting as the Company is not required to provide such a report under SEC rules applicable to smaller reporting companies.

Changes in Internal Control Over Financial Reporting

~~There was~~The noShare ~~change~~Exchange and subsequent business combination resulted in changes to our internal control over financial reporting during the fourth quarter of ~~2024~~2025 that ~~has~~have materially affected, ~~or is reasonably likely to materially affect,~~ our internal control over financial reporting.

Item 9B.

Other Information

~~Not applicable~~None.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this Item will be included in a definitive proxy statement, pursuant to Regulation 14A promulgated under the Exchange Act, to be filed not ~~later~~ later than 120 days after the close of our fiscal year. Such information is incorporated herein by reference.

Executive Officers

Our executive officers as of December 31, 2024, and their ages and positions as of that date, are as follows:

Name		Age		Position
Peter Longo		65		President, Chief Executive Officer, and CFO

Peter Longo has served as our President and CEO, and as a director, since November 2024, and principal financial officer since February 2025. Mr. Longo retired from United Technologies Corporation (UTC) in 1988 and has since been serving as the Chairman of Cyient, Inc. the U.S. subsidiary of Cyient, Ltd., a leading management services provider in engineering, manufacturing, geospatial, network, and operations management services to multi-national companies. Mr. Longo was employed at UTC since 1988. From 2016 to 2018, Mr. Longo served as SVP of Operations for UTC from prior to its merger with Raytheon Corporation (RTX). During his 30 years with UTC, Mr. Longo served as CFO and CIO at several of UTC’s business units. Neither Cyient nor RTX is affiliated with the Company. Mr. Longo has a bachelor in accountancy degree from Bentley University and is a Certified Public Accountant (CPA) since 1981.

There are no family relationships among the executive officers and directors. Except as otherwise provided in employment agreements, each of the executive officers serves at the discretion of the Board.

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity compensation plan information is set forth in Part II, Item 5 of this Form 10-K.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in a definitive proxy statement, pursuant to Regulation 14A promulgated under the Exchange Act, to be filed not later than 120 days after the close of our fiscal year. Such information is incorporated herein by reference.

Item 14.

Principal Accountant Fees and Services

3244

PART IV

Item 15.

Exhibits and Financial Statement Schedules

1. Financial statements. See “Index to Financial Statements” on page F-1 of this Report.

2. Exhibits

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Filing Date	Exhibit Number or Annex	Filed Herewith
1.1	At-the-Market Issuance Sales Agreement, dated November 18, 2022, by and between Houston American Energy Corp. and Univest Securities, LLC	8-K	11/18/22	1.1
3.1	Certificate of Incorporation of the Registrant, dated April 2, 2001	S-4	08/03/01	3.1
1.2	Engagement Letter, dated October 26, 2024, by and between Houston American Energy Corp. and Univest Securities LLC	8-K	11/12/24	10.1
3.2	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective September 25, 2001	S-4/A	10/01/01	3.4
1.3	Subscription Agreement, dated November 8, 2024, by and between Houston American Energy Corp. and the purchaser designated on the signature page thereto	8-K	11/12/24	10.2
3.3	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective June 13, 2013	DEF 14A	04/23/13	A
3.1	Certificate of Incorporation of Houston American Energy Corp. filed April 2, 2001	S-4	08/03/01	3.1
3.4	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective July 31, 2020	8-K	07/21/20	3.1
3.2	Amended and Restated Bylaws of Houston American Energy Corp. adopted June 26, 2023	8-K	06/29/23	3.1
3.5	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective October 17, 2024	S-3	10/22/24	3.5
3.3	Certificate of Amendment to the Certificate of Incorporation of Houston American Energy Corp. filed September 25, 2001	S-4A	10/01/01	3.4
3.6	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective May 22, 2025	S-1	07/31/25	3.6
3.4	Certificate of Amendment to the Certificate of Incorporation of Houston American Energy Corp. filed July 21, 2020	8-K	07/17/20	3.1
3.7	Certificate of Amendment of the Certificate of Incorporation of the Registrant, effective June 4, 2025	S-1	07/31/25	3.7
3.5	Certificate of Amendment to the Certificate of Incorporation of Houston American Energy Corp. filed October 17, 2024				X
3.8	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective October 9, 2025	8-K	10/15/25	3.1(i)
4.1	Text of Common Stock Certificate of Houston American Energy Corp.	S-4	08/03/01	4.1
3.9	Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective December 5, 2025	8-K	12/05/25	3.1
10.1	Form of 2019 Warrant	8-K	09/20/19	10.3
10.2	Houston American Energy Corp. 2017 Equity Incentive Plan*	Sch 14A	07/24/17	Ex A
10.3	Houston American Energy Corp. 2021 Equity Incentive Plan*	Sch 14A	04/28/21	Ex B

3345

		Incorporated by Reference
3.10	Second Amended and Restated Bylaws of the Registrant, effective December 5, 2025	8-K	12/05/25	3.2
Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
4.1	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934				X
10.4	Form of Change in Control Agreement, dated June 11, 2012*	8-K	06/14/12	10.1
4.2	Form of 2019 Warrant	8-K	09/20/19	10.3
10.5	Production Incentive Compensation Plan*	10-Q	08/14/13	10.1
4.3	Form of Pre-Funded Warrant, dated June 20, 2025	8-K	06/18/25	4.1
10.6	Agreement, dated November 11, 2024, between Houston American Energy Corp. and John Terwilliger*	8-K	11/12/24	10.3
4.4	Form of Senior Secured Convertible Note, dated July 10, 2025	8-K	07/16/25	4.18
14.1	Code of Ethics for CEO and Senior Financial Officers	10-KSB	03/26/04	14.1
4.5	Form of Placement Agent Warrant, dated November 21, 2025	8-K	11/21/25	4.1
23.1	Consent of Marcum, LLP				X
4.6	Form of Pre-Funded Warrant, dated February 23, 2026	8-K	02/23/26	4.2
23.2	Consent of Russell K. Hall & Associates, Inc.				X
4.7	Form of Placement Agent Warrant, dated February 23, 2026	8-K	02/23/26	4.1
31.1	Section 302 Certification of CEO and CFO				X
10.2	Houston American Energy Corp. 2017 Equity Incentive Plan*	DEF 14A	07/24/17	A
32.1	Section 906 Certification of CEO and CFO				X
10.3	Houston American Energy Corp. 2021 Equity Incentive Plan*	DEF 14A	04/28/21	B
97.1	Clawback Policy				X
10.4	Houston American Energy Corp. 2025 Equity Incentive Plan*	DEF 14C	09/19/25	A
99.1	Code of Business Ethics	8-K	07/07/06	99.1
10.5	Form of Stock Option Award Agreement*	S-8	01/26/26	10.2
99.2	Report of Russell K. Hall & Associates, Inc.				X
10.6	Form of Restricted Stock Award Agreement*	S-8	01/26/26	10.3
101.INS	Inline XBRL Instance Document				X
10.7	Service Agreement, effective November 1, 2024, by and between Abundia Global Impact Group LLC and Port House Consultants Limited*	10-Q	08/15/25	10.8
101.SCH	Inline XBRL Taxonomy Extension Schema Document				X
10.8	Employment Agreement, effective November 1, 2024, by and between Abundia Global Impact Group (Ireland) Limited and Lucie Harwood*	10-Q	08/15/25	10.9
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				X
10.9	Service Agreement, effective November 1, 2024, by and between Abundia Global Impact Group, LLC and Blockbox LLC*	10-Q	08/15/25	10.10
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				X
10.10	Securities Purchase Agreement, dated January 22, 2025, between the Company, and the purchasers thereto	8-K	01/23/25	10.1
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				X
10.11	Placement Agency Agreement dated January 22, 2025, between Univest Securities, LLC and the Company	8-K	01/23/25	10.2
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				X
10.12	Share Exchange Agreement dated February 20, 2025, between the Company, Abundia Financial, LLC, and Bower Family Holdings, LLC	8-K	02/24/25	10.1
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X
10.13	Securities Purchase Agreement, dated June 17, 2025, between the Company and the purchaser thereto	8-K	06/18/25	10.1
10.14	Placement Agency Agreement, dated June 17, 2025, between Univest Securities, LLC and the Company	8-K	06/18/25	10.2
10.15	Securities Purchase Agreement, dated June 24, 2025, between the Company and the purchaser thereto	8-K	06/25/25	10.1
10.16	Placement Agency Agreement, dated June 24, 2025, between Univest Securities, LLC and the Company	8-K	06/25/25	10.22

10.17	Amendment to Share Exchange Agreement, dated June 27, 2025, between the Company, Abundia Financial, LLC, and Bower Family Holdings, LLC	8-K	06/30/25	10.1

10.18	Purchase and Sale Agreement, dated November 21, 2024, between the Company, Abundia Global Impact Group, LLC, and TGS Cedar Point Partners LP	10-Q	08/15/25	10.6

10.19	First Amendment to Purchase and Sale Agreement, dated April 21, 2025, between the Company, Abundia Global Impact Group, LLC, and TGS Cedar Point Partners LP	10-Q	08/15/25	10.7

10.20	Form of Indemnification Agreement*	8-K	07/01/25	10.1

10.21	Form of Common Stock Purchase Agreement, by and between the Company and the Investor, dated July 10, 2025	8-K	07/16/25	10.1

10.22	Form of Registration Rights Agreement, by and between the Company and the ELOC Investor, dated July 10, 2025	8-K	07/16/25	10.2

10.23	Form of Securities Purchase Agreement, by and between the Company and the Note Investor, dated July 10, 2025	8-K	07/16/25	10.3

10.24	Form of Registration Rights Agreement, by and between the Company and the Note Investor, dated July 10, 2025	8-K	07/16/25	10.4

10.25	Form of Security Agreement, dated July 10, 2025	8-K	07/16/25	10.5

10.26	Form of Subsidiary Guarantee, dated July 10, 2025	8-K	07/16/25	10.6

10.27	Placement Agency Agreement, dated November 19, 2025, between the Company and A.G.P./ Alliance Global Partners	8-K	11/21/25	1.1

10.28	Securities Purchase Agreement, dated as of November 19, 2025, by and between Houston American Energy Corp. and the Purchasers thereto	8-K	11/21/25	10.1

10.29	Technology License and Services Agreement between AGIG Plastics to Liquids and Alterra Energy LLC, dated September 24, 2021	8-K	12/16/25	10.1

10.30	First Amendment to Technology License and Services Agreement between AGIG Plastics to Liquids LLC and Alterra Energy LLC, dated December 11, 2025	8-K	12/16/25	10.2

10.31	Form of Securities Purchase Agreement, dated February 19, 2026, by and between the Company and the purchaser thereto	8-K	02/23/26	10.2

10.32	Form of Placement Agency Agreement, dated February 19, 2026, by and between the Company and Titan Partners Group LLC	8-K	02/23/26	10.1

14.1	Code of Conduct and Ethics				X

19.1	Insider Trading Policy and Procedures				X

21.1	List of Subsidiaries				X

23.1	Consent of CBIZ CPAs, P.C.				X

23.2	Consent of Baker Tilly US LLP				X

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X

32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X

97.1	Clawback Policy	10-K	02/24/25	97.1

101.INS	Inline XBRL Instance Document				X

101.SCH	Inline XBRL Taxonomy Extension Schema Document				X

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				X

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

*	Compensatory plan or arrangement.

Item 16.

Form 10-K Summary

Not applicable.

3448

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HOUSTON AMERICAN ENERGY CORP.
	ABUNDIA GLOBAL IMPACT GROUP, INC.
Dated: February 21, 2025
Dated: March 23, 2026
	By:	/s/ ~~Peter~~Edward ~~Longo~~Gillespie
		Peter Longo
	Name:	Edward Gillespie
		Chief Executive Officer
	Title:	Chief Executive Officer

Dated: March 23, 2026

	By:	/s/ Lucie Harwood
	Name:	Lucie Harwood
	Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Peter Longo	Chief Executive Officer, President and Director	February 21, 2025
/s/ Edward Gillespie	Chief Executive Officer and Director	March 23, 2026
Peter Longo	(Principal Executive Officer and Principal Financial Officer)
Edward Gillespie	(Principal Executive Officer)
/s/ Robert J. Bailey	Director	~~February~~March 2123, ~~2025~~2026
Robert J. Bailey
/s/ Stephen Hartzell	Director	February 21, 2025
/s/ Martha Crawford	Director	March 23, 2026
Stephen Hartzell
Martha Crawford
/s/ Keith Grimes	Director	February 21, 2025
/s/ Matthew Henninger	Director	March 23, 2026
Keith Grimes
Matthew Henninger
/s/ Peter Longo	Chairman	March 23, 2026
Peter Longo

3549

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

~~INDEX~~(Formerly TOHouston ~~FINANCIAL~~American ~~STATEMENTS~~Energy Corp)

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	F-4
Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-6
Notes to Consolidated Financial Statements	F-7

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199)		F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 23)		F-3

Consolidated Balance Sheets as of December 31, 2025 and 2024		F-4

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024		F-5

Consolidated Statement of Changes in Shareholders’ (Deficit) Equity for the Years Ended December 31, 2025 and 2024		F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-7

Notes to Consolidated Financial Statements		F-8 - F-36

F-1

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

To the ~~Shareholders~~Stockholders and Board of Directors of

~~Houston~~Abundia ~~American~~Global ~~Energy~~Impact ~~Corp~~Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of ~~Houston~~Abundia ~~American~~Global ~~Energy~~Impact ~~Corp~~Group, Inc. (the “Company”) as of ~~December~~ December 31, ~~2024 and 2023~~2025, the related consolidated statements of operations and comprehensive loss, ~~stockholders~~changes in shareholders’ equity (deficit) and cash flows for ~~each of~~ the ~~years in~~year ~~the period~~ ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for ~~each of~~ the ~~years~~year ~~in the period~~ ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’'s management. Our responsibility is to express an opinion on the Company’'s financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“"PCAOB”") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’'s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits provide~~audit provide a reasonable basis for our opinion.

~~Critical~~/s/ ~~Audit~~CBIZ ~~Matters~~CPAs P.C.

~~The~~CBIZ ~~critical~~CPAs audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgmentsP. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relateC.

~~The~~We ~~Impact~~have ofserved ~~Proved~~as ~~Oil~~the ~~and~~Company’s ~~Natural~~auditor ~~Gas~~since ~~Liquids Reserves on Oil and Gas Properties~~2025.

As described in Note 3 to the consolidated financial statements, the Company’s consolidated oil and gas properties balance was $1.1 million as of December 31, 2024, and depreciation, depletion and amortization expense for the year ended December 31, 2024 was $0.2 million. The Company utilizes the full-cost method of accounting for its oil and gas properties. Under this method, all capitalized costs are amortized over the estimated lives of the properties using the unit-of-production method based on proved oil, gas, and natural gas liquids (“NGL”) reserves. These capitalized costs are subject to a ceiling test that limits such pooled costs, net of applicable deferred taxes, to the aggregate of the present value of future net revenues attributable to proved oil, gas, and NGL reserves discounted at 10%. For the year ended December 31, 2024, pre-tax impairment charges of $0.3 million were recognized. As disclosed by management, proved oil, gas, and NGL reserves are a major component of the full cost ceiling test. Estimates of reserves require extensive judgments of available reservoir geologic, geophysical and engineering data as well as certain economic assumptions such as commodity pricing and the costs that will be incurred in developing and producing reserves. The estimates of oil, gas, and NGL reserves have been developed by a specialist, specifically a reservoir engineer (the “specialist”).

The principal considerations for our determination that performing procedures relating to the impact of proved oil and NGL reserves on oil and gas properties, is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialist, when developing the estimate of proved oil and NGL reserves and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the data, methods, and assumptions used by management and its specialist in developing the estimates of proved oil and NGL reserves applied to the full cost ceiling test.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the depreciation, depletion and amortization and full cost ceiling test calculations. The work of management’s specialist was used in performing the procedures to evaluate the reasonableness of the estimates of proved oil and NGL reserves applied in the full cost ceiling test. As a basis for using this work, specialist’s qualifications were understood and the Company’s relationship with the specialist was assessed. These procedures also included evaluating of the methods and assumptions used by the specialist, testing of the completeness and accuracy of the data related to commodity pricing and historical production used by the specialist, and evaluating the specialist’s findings.

/s/ Marcum llp

Marcum LLP

We have served as the Company’s auditor since 2010.

Houston, Texas

~~February~~March 2123, ~~2025~~2026

F-2

~~HOUSTON~~Report ~~AMERICAN~~of ~~ENERGY~~Independent ~~CORP.~~Registered Public Accounting Firm

To the Shareholders and the Board of Directors of
Abundia Global Impact Group LLC

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 4 and Note 5, the accompanying consolidated balance sheet of Abundia Global Impact Group LLC (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in members’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 4 and Note 5, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described in Note 4 and Note 5, and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. The adjustments were audited by other auditors.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Baker Tilly US, LLP

Houston, Texas

February 24, 2025

We served as the Company’s auditor from 2020 to 2024.

F-3

ABUNDIA GLOBAL IMPACT GROUP, INC.

(Formerly Houston American Energy Corp.)

CONSOLIDATED BALANCE SHEETS

	December 31,
	2024			2023
ASSETS
CURRENT ASSETS
Cash		2,960,151		$	4,059,182
Accounts receivable – oil and gas sales		75,074			71,736
Prepaid expenses and other current assets		175,866			35,244
TOTAL CURRENT ASSETS		3,211,091			4,166,162
PROPERTY AND EQUIPMENT
Oil and gas properties, full cost method
Costs subject to amortization		62,770,657			62,776,561
Costs not being amortized		—			—
Office equipment		90,004			90,004
Total		62,860,661			62,866,565
Accumulated depletion, depreciation, amortization, and impairment		(61,743,025	)		(61,307,264	)
PROPERTY AND EQUIPMENT, NET		1,117,636			1,559,301
Equity investment – Hupecol Meta LLC		—			4,505,358
Right of use asset		69,901			145,021
Other assets		3,167			3,167
TOTAL ASSETS		4,401,795		$	10,379,009
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		49,542		$	156,572
Accrued expenses		17,684			17,083
Short-term lease liability		71,082			75,276
TOTAL CURRENT LIABILITIES		138,308			248,931
LONG-TERM LIABILITIES
Lease liability, net of current portion		—			71,083
Reserve for plugging and abandonment costs		57,180			63,084
TOTAL LONG-TERM LIABILITIES		57,180			134,167
TOTAL LIABILITIES		195,488			383,098
COMMITMENTS AND CONTINGENCIES		-
SHAREHOLDERS’ EQUITY
Common stock, par value $0.001; 20,000,000 shares authorized 13,086,533 and 10,906,353 shares issued and outstanding		13,087			10,907
Additional paid-in capital		89,408,329			86,984,001
Accumulated deficit		(85,215,109	)		(76,998,997	)
TOTAL SHAREHOLDERS’ EQUITY		4,206,307			9,995,911
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		4,401,795		$	10,379,009

AS OF DECEMBER 31, 2025 AND 2024

	2025			2024
	December 31,
	2025			2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,618,621		$	525,809
Accounts receivable, net		56,925			-
Government grant receivable		-			205,424
Prepaid expenses		503,008			7,150
Other current assets		179,209			115,133
TOTAL CURRENT ASSETS		5,357,763			853,516

PROPERTY AND EQUIPMENT, NET		9,945,721			312

OTHER ASSETS
Goodwill		12,986,150			-
Technology licenses		2,005,025			2,115,000
Capitalized patents, net		1,398,295			1,145,860
Operating lease right of use asset		150,189			-
Other assets		12,286			-
TOTAL OTHER ASSETS		16,551,945			3,260,860

TOTAL ASSETS	$	31,855,429		$	4,114,688

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	2,175,672		$	279,537
Notes payable – related party, net		3,968,562			-
Convertible note payable		-			5,860,274
Current portion of lease liability		14,197			-
Warrant liabilities		-			45,965
Other payables		243,117			7,775
TOTAL CURRENT LIABILITIES		6,401,548			6,193,551

LONG-TERM LIABILITIES
Convertible note payable		6,260,274			-
Operating lease liability, net of current portion		146,942			-
Asset retirement obligation		32,248			-
TOTAL LONG-TERM LIABILITIES		6,439,464			-

TOTAL LIABILITIES		12,841,012			6,193,551

COMMITMENTS AND CONTINGENCIES (NOTE 17)		-			-

SHAREHOLDERS’ EQUITY (DEFICIT)
Common stock, par value $0.001 per share; 300,000,000 shares authorized: 36,918,281 and 31,778,032 shares issued and outstanding as of December 31, 2025, and 2024, respectively		36,918			31,778	*
Additional paid-in capital		65,037,940			14,586,077	*
Accumulated deficit		(46,055,127	)		(16,602,838	)*
Accumulated other comprehensive loss		(5,314	)		(68,927	)
Noncontrolling interest in consolidated subsidiary		-			(24,953	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		19,014,417			(2,078,863	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	31,855,429		$	4,114,688

In accordance with ASC 805 (as defined in Note 1) the historical shareholders’ equity of AGIG (as defined in Note 1) prior to the reverse acquisition has been retrospectively adjusted for the equivalent number of shares received in the Share Exchange (as defined in Note 1) with the difference between the par value of these shares and the consideration reflected in Additional Paid-in Capital. See Note 4 – Acquisition

The accompanying notes are an integral part of these consolidated financial statements.

F-3

HOUSTON AMERICAN ENERGY CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	2024			2023
REVENUES
Oil and gas revenue		560,180		$	794,027
Total operating revenue		560,180			794,027
EXPENSES OF OPERATIONS
Lease operating expense and severance tax		747,559			473,925
General and administrative expense		2,224,559			1,852,559
Depreciation and depletion		160,001			167,527
Loss on disposal of oil and gas properties – Colombia		—			2,343,126
Impairment expense – oil and gas properties		275,760			537,686
Impairment expense – equity investment in Hupecol Meta LLC		6,392,874			—
Total operating expenses		9,800,753			5,374,823
Loss from operations		(9,240,573	)		(4,580,796	)
OTHER INCOME
Interest income		101,742			148,565
Other income		922,719			1,220,954
Total other income		1,024,461			1,369,519
Net loss before taxes		(8,216,112	)		(3,211,277	)
Income tax expense (benefit)		—			—
Net loss		(8,216,112	)	$	(3,211,277	)
Basic net loss per common share outstanding	$	(0.73	)	$	(0.30	)
Diluted net loss per common share outstanding	$	(0.73	)	$	(0.30	)
Basic weighted average number of common shares outstanding		11,288,019			10,783,731
Diluted weighted average number of common shares outstanding		11,288,019			10,783,731

The accompanying notes are an integral part of these consolidated financial statements.

F-4

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

~~CONSOLIDATED~~(Formerly ~~STATEMENT~~Houston OFAmerican ~~CHANGES~~Energy ~~IN SHAREHOLDERS’ EQUITY~~Corp.)

~~FOR~~CONSOLIDATED ~~THE~~STATEMENTS ~~YEARS~~OF ~~ENDED~~OPERATIONS ~~DECEMBER~~AND ~~31,~~COMPREHENSIVE ~~2024 and 2023~~LOSS

	Shares		Amount		Capital		Deficit			Total
	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total
Balance – December 31, 2022		10,327,646	$	10,328	$	85,094,266	$	(73,787,720	)	$	11,316,874
Issuance of common stock for cash, net		578,707		579		1,651,421		—			1,652,000
Stock-based compensation		—		—		238,314		—			238,314
Net loss		—		—		—		(3,211,277	)		(3,211,277	)
Balance – December 31, 2023		10,906,353		10,907		86,984,001		(76,998,997	)		9,995,911
Balance		10,906,353		10,907		86,984,001		(76,998,997	)		9,995,911
Issuance of common stock for cash, net		2,180,180		2,180		2,322,820		—			2,325,000
Stock-based compensation		—		—		101,508		—			101,508
Net loss		—		—		—		(8,216,112	)		(8,216,112	)
Balance – December 31, 2024		13,086,533	$	13,087	$	89,408,329	$	(85,215,109	)	$	4,206,307
Balance		13,086,533	$	13,087	$	89,408,329	$	(85,215,109	)	$	4,206,307

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

	2025			2024

OIL AND GAS REVENUE	$	410,632		$	-

EXPENSES OF OPERATIONS
Oil and gas lease operating expenses and severance tax		221,053			-
General and administrative expense		10,584,333			2,440,150
Research and development		752,287			1,651,170
Depreciation, depletion and amortization		209,065			15,507
Success fee paid on Share Exchange by controlling shareholder		12,390,253			-
Shares issued as commitment fee for equity line of credit		3,342,000			-
Impairment of technology licenses		1,115,000			1,000,000
Impairment of oil and gas properties		431,900			-
Write off of application costs incurred on abandoned patent applications		112,128			-
Provision for loss on convertible note receivable		-			2,942,029
TOTAL OPERATING EXPENSES		29,158,019			8,048,856

LOSS FROM OPERATIONS		(28,747,387	)		(8,048,856	)

OTHER INCOME AND (EXPENSE), NET
Interest expense		(625,599	)		(401,096	)
Loss on debt extinguishment		(880,379	)		-
Interest income		25,370			242,459
Grant income		737,811			2,545,783
Change in fair value of warrant liability		45,965			2,084,150
Foreign currency loss		(16,716	)		(44,388	)
TOTAL OTHER INCOME AND (EXPENSE), NET		(713,548	)		4,426,908

NET LOSS BEFORE TAXES		(29,460,935	)		(3,621,948	)

INCOME TAX EXPENSE		-			-

NET LOSS		(29,460,935	)		(3,621,948	)

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		8,646			13,599

NET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC.		(29,452,289	)		(3,608,349	)

OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation gain (loss)		63,613			(16,377	)

COMPREHENSIVE LOSS	$	(29,397,322	)	$	(3,638,325	)

COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		8,646			13,599

COMPREHENSIVE LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC.	$	(29,388,676	)	$	(3,624,726	)

Basic and diluted loss per common share	$	(0.90	)	$	(0.11	)

Basic and diluted weighted average number of common shares outstanding		32,847,237			31,778,032	*

In accordance with ASC 805 the historical shareholders’ equity of AGIG prior to the reverse acquisition has been retrospectively adjusted for the equivalent number of shares received in the Share Exchange with the difference between the par value of these shares and the consideration reflected in Additional Paid-in Capital. See Note 4 – Acquisition

The accompanying notes are an integral part of these consolidated financial statements.

F-5

~~HOUSTON~~ABUNDIA GLOBAL ~~AMERICAN~~IMPACT ~~ENERGY~~GROUP, ~~CORP~~INC.

~~CONSOLIDATED~~(Formerly ~~STATEMENTS~~Houston OFAmerican ~~CASH~~Energy ~~FLOWS~~Corp.)

~~FOR~~CONSOLIDATED ~~THE~~STATEMENTS ~~YEARS~~OF ~~ENDED~~CHANGES ~~DECEMBER~~IN ~~31,~~SHAREHOLDERS’ ~~2024~~EQUITY ~~AND 2023~~(DEFICIT)

	2024			2023
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(8,216,112	)	$	(3,211,277	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation and depletion		160,001			167,527
Impairment of oil and gas properties		275,760			537,686
Impairment of equity investment – Hupecol Meta LLC		6,392,874			—
Loss on disposal of oil and gas properties – Colombia		—			2,343,126
Accretion of plugging and abandonment costs		—			2,707
Stock-based compensation		101,508			238,314
Amortization of right of use asset		75,120			67,181
Change in operating assets and liabilities:
(Increase)/Decrease in accounts receivable		(3,338	)		92,839
Decrease in accrued earning distributions from Hupecol Meta, LLC		—			17,358
(Increase)/Decrease in prepaid expense and other current assets		(140,622	)		31,942
(Decrease)/Increase in accounts payable and accrued expenses		(106,429	)		41,174
Decrease in operating lease liability		(75,277	)		(65,385	)
Net cash (used in) provided by operating activities		(1,536,515	)		263,191
CASH FLOW FROM INVESTING ACTIVITIES
Payments for capital contribution for equity investment		(1,887,516	)		(2,403,219	)
Net cash used in investing activities		(1,887,516	)		(2,403,219	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock for cash, net of offering costs		2,325,000			1,652,000
Net cash provided by financing activities		2,325,000			1,652,000
(DECREASE)/INCREASE IN CASH		(1,099,031	)		(488,028	)
Cash, beginning of year		4,059,182			4,547,210
Cash, end of year	$	2,960,151		$	4,059,182
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	—		$	—
Taxes paid	$	—		$	—
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Change in estimate of asset retirement obligations, net	$	5,904		$	9,706

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

	Shares			Amount			Capital			Deficit			Loss			AGIG, Inc			Interest			Total
	Common Stock						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Applicable to			Non- Controlling
	Shares			Amount			Capital			Deficit			Loss			Abundia Global Impact Group, Inc.			Interest			Total
Balance at December 31, 2024		31,778,032	*	$	31,778	*	$	14,586,077	*	$	(16,602,838	)	$	(68,927	)	$	(2,053,910	)	$	(24,953	)	$	(2,078,863	)

Capital contributions by former majority member of AGIG		-			-			941,375			-			-			941,375			-			941,375

Share exchange		1,908,385			1,908			21,734,192			-			-			21,736,100			-			21,736,100

Success fee paid on Share Exchange by controlling shareholder		-			-			12,390,253			-			-			12,390,253			-			12,390,253

Equity line of credit commitment shares issued		300,000			300			3,341,700			-			-			3,342,000			-			3,342,000

Equity line of credit stock issuance		646,149			646			3,925,326			-			-			3,925,972			-			3,925,972

Shares issued for cash consideration, net of fees		2,285,715			2,286			7,366,616			-			-			7,368,902			-			7,368,902

Equity compensation to HUSA legacy directors and staff		-			-			786,000			-			-			786,000			-			786,000

Foreign currency translation		-			-			-			-			63,613			63,613			-			63,613

Net loss		-			-			-			(29,452,289	)		-			(29,452,289	)		(8,646	)		(29,460,935	)

Termination of non-controlling interest		-			-			(33,599	)		-			-			(33,599	)		33,599			-

Balance at December 31, 2025		36,918,281		$	36,918		$	65,037,940		$	(46,055,127	)	$	(5,314	)	$	19,014,417		$	-		$	19,014,417

Balance at December 31, 2023		31,778,032	*	$	31,778	*	$	12,190,977	*	$	(12,994,489	)	$	(52,550	)	$	(824,284	)	$	(11,354	)	$	(835,638	)
Balance		31,778,032	*	$	31,778	*	$	12,190,977	*	$	(12,994,489	)	$	(52,550	)	$	(824,284	)	$	(11,354	)	$	(835,638	)

Capital contributions		-			-			2,395,100			-			-			2,395,100			-			2,395,100

Foreign currency translation		-			-			-			-			(16,377	)		(16,377	)		-			(16,377	)

Net loss		-			-			-			(3,608,349	)		-			(3,608,349	)		(13,599	)		(3,621,948	)

Balance at December 31, 2024		31,778,032	*	$	31,778	*	$	14,586,077	*	$	(16,602,838	)	$	(68,927	)	$	(2,053,910	)	$	(24,953	)	$	(2,078,863	)
Balance		31,778,032	*	$	31,778	*	$	14,586,077	*	$	(16,602,838	)	$	(68,927	)	$	(2,053,910	)	$	(24,953	)	$	(2,078,863	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

~~NOTES~~(Formerly TOHouston ~~CONSOLIDATED~~American ~~FINANCIAL~~Energy ~~STATEMENTS~~Corp.)

~~NOTE~~CONSOLIDATED ~~1—NATURE~~STATEMENTS OF ~~COMPANY~~CASH ~~AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~FLOWS

~~General~~FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Houston American Energy Corp. (a Delaware corporation) (“the Company” or “HUSA”) was incorporated in 2001. The Company is engaged, as a non-operating joint owner, in the exploration, development, and production of natural gas, crude oil, and condensate from properties. The Company’s principal properties are in the Texas Permian Basin and international holdings in Colombia, South America, with additional holdings in Gulf Coast areas of the United States.

	December 31, 2025			December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(29,460,935	)	$	(3,621,948	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation, depletion and amortization		209,065			15,507
Equity compensation		1,522,563			-
Amortization of operating lease ROU		10,951			-
Amortization of debt discount		113,760			-
Loss on extinguishment of debt		880,379			-
Success fee paid on Share Exchange by controlling shareholder		12,390,253			-
Shares issued as commitment fee for equity line of credit		3,342,000			-
Impairment of technology licenses		1,115,000			1,000,000
Impairment of oil and gas properties		431,900			-
Write off of application costs on abandoned patent applications		112,128			-
Change in fair value of warrant liability		(45,965	)		(2,084,150	)
Provision for loss on convertible note receivable		-			2,942,029
Changes in operating assets and liabilities:
Increase in accounts receivable		(24,019	)		-
Decrease (increase) in government grant receivable		205,424			(205,424	)
Increase in prepaid expenses		(12,048	)		(7,150	)
Decrease (increase) in other current assets		95,924			(101,765	)
Increase in accrued interest receivable		-			(242,459	)
Increase in other assets		(9,119	)		-
Increase (decrease) in accounts payable and accrued expenses		421,359			(14,688	)
Increase in accrued interest payable		433,561			401,096
Increase (decrease) in other payables		215,761			(5,748	)
Net cash used in operating activities		(8,052,058	)		(1,924,700	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payment related to patent application costs		(381,005	)		(318,538	)
Purchase of fixed assets		(8,660,829	)		-
Payments for technology license		(1,005,025	)		-
Cash acquired in Share Exchange		6,951,006			-
Net cash used in investing activities		(3,095,853	)		(318,538	)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions		941,375			2,395,100
Proceeds from issuance of HUSA convertible note		5,000,000			-
Repayment of HUSA convertible note including prepayment penalties		(5,994,139	)		-
Proceeds from equity line of credit draw downs		3,925,972			-
Net proceeds on share issuances		7,368,902			-
Advances under notes payable – related party		4,385,000			-
Repayments on notes payable – related party		(450,000	)		-
Net cash provided by financing activities		15,177,110			2,395,100

Effect of exchange rate changes		63,613			(16,377	)

Net Change in Cash and Cash Equivalents		4,092,812			135,485

Cash, beginning of period		525,809			390,324

Cash, end of period	$	4,618,621		$	525,809

Interest paid	$	111,840		$	-
Tax paid	$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES

Net assets assumed in Share Exchange, excluding cash	$	14,791,607		$	-
Shares issued as commitment fee for equity line of credit	$	(3,342,000	)	$	-
Success fee paid on Share Exchange by controlling shareholder	$	(12,390,253	)	$	-
Operating lease right of use asset	$	155,245		$	-
Purchase of fixed assets funded by accounts payable	$	546,855		$	-

~~Consolidation~~The accompanying notes are an integral part of these consolidated financial statements.

The accompanying consolidated financial statements include all accounts of HUSA and its subsidiary (HAEC Louisiana E&P, Inc.). All significant inter-company balances and transactions have been eliminated in consolidation.

Liquidity and Capital Requirements

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the issuance date of these consolidated financial statements. With limited exceptions, the Company has incurred continuing losses since 2011, with an accumulated deficit of $85.2 million as of December 31, 2024.

The Company believes that it has the ability to fund, from cash on hand, its operating costs and anticipated drilling operations for at least the next twelve months following the issuance of these financial statements.

The actual timing and number of wells drilled during 2025 and beyond will be principally controlled by the operators of the Company’s acreage, based on a number of factors, including but not limited to availability of financing, performance of existing wells on the subject acreage, energy prices and industry condition and outlook, costs of drilling and completion services and equipment and other factors beyond the Company’s control or that of its operators.

In the event that the Company pursues additional acreage acquisitions or expands its drilling plans, the Company may be required to secure additional funding beyond our resources on hand. While the Company may, among other efforts, seek additional funding from “at-the-market” sales of common stock, and private sales of equity and debt securities, it presently has limited shares of common stock authorized for issuance to support sales of such shares and does not have any commitments to provide additional funding, and there can be no assurance that the Company can secure the necessary capital to fund its share of drilling, acquisition or other costs on acceptable terms or at all. If, for any reason, the Company is unable to fund its share of drilling and completion costs, it would forego participation in one or more of such wells. In such event, the Company may be subject to penalties or to the possible loss of some of its rights and interests in prospects with respect to which it fails to satisfy funding obligations and it may be required to curtail operations and forego opportunities.

General Principles and Use of Estimates

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews its estimates, including those related to such potential matters as litigation, environmental liabilities, income taxes, and determination of proved reserves of oil and gas and asset retirement obligations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

F-7

~~Cash~~ABUNDIA ~~and~~GLOBAL ~~Cash~~IMPACT ~~Equivalents~~GROUP, INC.

~~Cash~~(Formerly ~~and~~Houston ~~cash~~American ~~equivalents~~Energy ~~consist of demand deposits and cash investments with initial maturity dates of less than three months when purchased~~Corp. ~~As of December 31, 2024 and 2023, the Company had no cash equivalents outstanding.~~)

~~Concentration~~Notes ofto ~~Credit~~Consolidated ~~Risk~~Financial Statements

~~Financial~~NOTE ~~instruments~~1 ~~that~~– ~~potentially~~DESCRIPTION ~~subject~~OF ~~the~~BUSINESS ~~Company~~AND to a concentration of credit risk include cash, cash equivalents and marketable securities (if any). The Company had cash deposits of $2.5 million in excess of the FDIC’s current insured limit of $250,000 at December 31, 2024 for interest bearing accounts. The Company has not experienced any losses on its deposits of cash and cash equivalents.ORGANIZATION

~~Revenue~~On ~~Recognition~~July 1, 2025, Abundia Global Impact Group, Inc. (formerly Houston American Energy Corp.), a Delaware corporation (the “Company”), acquired all of the outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”), as described below (the “Share Exchange”). Prior to the Share Exchange, the Company operated as an independent oil and gas company, which had previously focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the U.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy oil and gas assets as well as the AGIG business. The Company intends to continue both businesses in order to keep its revenue streams diversified, however, all capital investment and management focus will be on the AGIG recycling and renewables business rather than the legacy oil and gas business of Houston American Energy Corp. (“HUSA”).

~~The~~After the Share Exchange, the Company’s ~~revenue~~primarily isoperates ~~comprised~~as ~~principally~~a oftechnology ~~revenue~~solutions ~~from~~company ~~exploration~~in the recycling and ~~production~~renewable ~~activities~~energy, environmental change, fuels and chemicals sectors. The Company’s, ~~oil~~through isits ~~sold primarily~~now towholly ~~marketers~~owned subsidiary, ~~gatherers~~AGIG, ~~and~~is ~~refiners.~~focused ~~Natural~~on ~~gas~~using iswaste ~~sold~~products ~~primarily~~ to decarbonize ~~interstate~~the energy, fuels and ~~intrastate~~chemicals ~~natural-gas~~sector ~~pipelines,~~by ~~direct end-users,~~providing ~~industrial~~renewable ~~users,~~or ~~local~~recycled ~~distribution~~alternatives. ~~companies~~AGIG uses a combination of proprietary, licensed and ~~natural-gas~~commercialized ~~marketers.~~technologies ~~Natural~~to ~~gas~~produce ~~liquids,~~a orcomplete ~~NGLs,~~process ~~are~~that ~~sold~~turns ~~primarily~~waste plastics and biomass into crude or drop-in alternatives to ~~direct~~fossil ~~end-users,~~derived ~~refiners~~energy, fuels and ~~marketers~~chemicals. ~~Payment~~AGIG’s isholistic ~~generally~~approach ~~received~~has ~~from~~brought together the ~~customer~~complete incommercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the ~~month~~growing ~~following~~suite ~~delivery~~of products in place.

~~Contracts~~NOTE ~~with~~2 ~~customers~~– ~~have~~GOING varying terms, including spot sales or month-to-month contracts, contracts with a finite term, and life-of-field contracts where all production from a well or group of wells is sold to one or more customers. The Company recognizes sales revenues for oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally, control transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a tanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments for market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs.CONCERN

~~Revenues~~The Company’s consolidated financial statements are ~~recognized~~prepared ~~for~~following accounting principles generally accepted in the ~~sale~~United States of America, (“GAAP”) which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $46,055,127 as of December 31, 2025. For the year ended December 31, 2025, the Company’s legacy HUSA business generated $410,632 from oil and gas related activities, and AGIG received grant income of $737,811. The term of the Company’s grant ended effective March 31, 2025, and no further grant income is anticipated at this time. For the year ended December 31, 2025, the Company reported a net loss of $29,460,935 and negative working capital of $1,043785. No assurances can be given that the Company’s share price or that the volume of ~~production~~shares ~~volumes~~traded will be sufficient for the Company to be able to draw down sufficient funds under its ELOC Agreement to fund the Company’s working capital needs to implement its business plan or that the Company will be able to successfully negotiate extensions to the terms of its current borrowings. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

~~The Company estimated the December 2024 revenue and related drilling expenses~~NOTE ~~for~~3 ~~two~~– USBASIS ~~wells.~~OF ~~Using~~PRESENTATION ~~actual~~AND ~~oil~~SIGNIFICANT ~~production~~ACCOUNTING results for the month, the Company used historical lease operating expenses and average price per BBL from prior months to calculate these estimates. No gas or NGL related revenue or expenses are included in the estimate.POLICIES

~~Loss~~The ~~per~~preparation ~~Share~~of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures.

~~Basic~~As ~~loss~~previously ~~per~~disclosed, ~~share~~on isFebruary ~~computed~~20, by2025, ~~dividing~~the ~~net~~Company ~~loss~~entered ~~available~~into toa ~~common~~share ~~shareholders~~exchange agreement, as amended by that certain amendment to the ~~weighted~~share ~~average~~exchange ~~common~~agreement, ~~shares~~dated ~~outstanding~~as ~~for~~ of June 27, 2025 (the ~~period.~~“Share ~~Diluted~~Exchange ~~earnings~~Agreement”), ~~per~~with ~~share~~Abundia ~~reflects~~Financial, ~~the~~LLC, a ~~potential~~Delaware ~~dilution~~limited ~~that~~liability ~~could~~company ~~occur~~(“Abundia ifFinancial”), ~~securities~~and orBower ~~other~~Family ~~contracts~~Holdings, toLLC, ~~issue~~a ~~common~~North Carolina limited liability ~~shares~~company ~~were~~(“BFH”, ~~exercised~~and ortogether ~~converted~~with inAbundia ~~common~~Financial, ~~shares~~the ~~that~~“AGIG ~~then~~Unitholders”). ~~shared~~The inAGIG Unitholders were the ~~earnings~~record and beneficial owners of all the ~~Company~~issued and outstanding units of AGIG. InOn ~~periods~~July in1, ~~which~~2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units ~~reports~~of aAGIG ~~net~~from ~~loss~~the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 ~~dilutive~~shares ~~securities~~of ~~are~~the ~~excluded~~Company’s common ~~from~~stock, which equaled 94% of the ~~calculation~~sum of ~~diluted~~the ~~net~~Company’s ~~loss~~aggregate ~~per~~issued ~~share~~and ~~amounts~~outstanding ascommon stock at the ~~effect~~time ~~would~~of bethe closing ~~anti-dilutive~~of such transaction and certain shares of common stock to be issued pursuant to a future Company equity incentive plan.

For accounting purposes, the ~~years~~Share ~~ended~~Exchange ~~December~~is ~~31,~~treated ~~2024~~as ~~and~~a ~~2023~~reverse acquisition, with AGIG as the ~~following~~surviving ~~warrants~~entity. ~~and~~As ~~options~~such, tothe ~~purchase~~historical financial ~~shares~~statements of ~~common~~the ~~stock~~accounting ~~were~~acquirer, ~~excluded~~AGIG, ~~from~~ became the ~~computation~~historical ofconsolidated ~~diluted~~financial ~~net~~statements ~~loss~~of ~~per~~the ~~share~~Company. Accordingly, asreferences to the ~~inclusion~~“Company” ofsolely ~~such~~in ~~shares~~the ~~would~~consolidated befinancial ~~anti-dilutive:~~statements, and these accompanying notes refer to AGIG unless the context indicates otherwise.

~~SCHEDULE~~See the OFdiscussion ~~COMPUTATION~~of OFthe ~~DILUTED~~Share ~~NET~~Exchange ~~LOSS~~Agreement ~~PER~~at ~~SHARE~~ Note 4 – Acquisition.

	Year Ended December 31,
	2024		2023
Stock warrants		94,400		94,400
Stock options		916,987		1,000,807
Totals		1,011,387		1,095,207

Reverse Stock Split

~~Accounts~~On ~~Receivable~~June 6, 2025. the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all outstanding shares of its common stock, $0.0001 par value per share (“Common Stock”).

~~Accounts~~All ~~receivable~~Common –Stock, ~~other~~warrants, options and ~~escrow~~per ~~receivables~~share ~~have~~amounts ~~been~~set ~~evaluated~~forth ~~for~~herein ~~collectability~~are ~~and~~presented ~~are~~to ~~recorded~~give atretroactive ~~their~~effect ~~net~~to ~~realizable~~the ~~values~~Reverse Split for all periods presented.

~~Allowance~~Use ~~for~~of ~~Accounts Receivable~~Estimates

~~The~~In ~~Company’s~~preparing ~~ability~~financial tostatements, ~~collect~~management ~~outstanding~~makes ~~receivables~~informed isjudgments ~~critical to its operating performance~~ and ~~cashflows.~~estimates ~~Accounts~~that ~~receivable are~~affect ~~stated~~the atreported anamounts ~~amount~~of ~~management~~assets ~~expects~~and liabilities toas ~~collect~~of ~~from outstanding balances. The Company extends credit in~~ the ~~normal~~date ~~course~~ of ~~business. The~~the ~~Company~~financial ~~regularly~~statements ~~reviews outstanding receivables~~ and ~~when~~affect the ~~Company~~reported ~~determines~~amounts ~~that~~of arevenues ~~party~~and ~~may~~expenses ~~not~~during ~~be able to make required payments, a charge to bad debt expense in~~ the reporting period ~~of determination is made~~. ~~Though~~On ~~the~~an ~~Company’s~~ongoing ~~bad~~basis, ~~debts~~management ~~have~~reviews ~~not~~its ~~historically been significant~~estimates, ~~the~~including ~~Company~~those ~~could~~related ~~experience increased bad debt expense should a financial downturn occur. The Company updated its impairment model~~ to ~~utilize~~such apotential ~~forward-looking~~matters ~~current~~as ~~expected~~litigation, environmental ~~credit~~liabilities, ~~losses~~income ~~(“CECL”) model~~taxes, inand ~~place~~determination of ~~the~~proved ~~incurred~~reserves ~~loss~~of ~~methodology~~oil ~~for~~and ~~financial~~gas ~~instruments measured at amortized cost, primarily including its accounts receivable~~ and ~~contract~~ asset. Inretirement ~~relation~~obligations ~~to available-for-sale~~ (“~~AFS~~ARO”) ~~debt securities, the guidance eliminates the concept~~. ofChanges ~~“other-than-temporary”~~in ~~impairment,~~facts and ~~instead~~circumstances ~~focuses~~may ~~on determining whether any impairment is a~~ result ofin arevised ~~credit~~estimates, ~~loss or~~and ~~other~~actual ~~factors.~~results ~~The~~may ~~adoption~~differ offrom ~~ASC~~these ~~326 did not have a material impact on our unaudited condensed consolidated financial statements as of the adoption date~~estimates.

F-8

~~Oil and Gas Properties~~Consolidation

~~The~~These ~~Company~~consolidated ~~uses~~financial ~~the~~statements ~~full~~include ~~cost method of accounting for exploration and development activities as defined by~~ the ~~SEC.~~financial ~~Under~~statements ~~this method~~ of ~~accounting,~~ the ~~costs~~Company ~~for unsuccessful, as well as successful, exploration~~ and development activities are capitalized as oil and gas properties. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping the ~~wells~~following ~~and~~subsidiary ~~any~~companies internal costs that are directly related to acquisition, exploration and development activities but does not include any costs related to production, general corporate overhead or similar activities. Proceeds from the ~~sale or other disposition~~ ofdate ~~oil and gas properties are generally treated as a reduction in the capitalized costs~~ of ~~oil~~their ~~and~~formation ~~gas~~or ~~properties, unless the impact of such a reduction would significantly alter the relationship between capitalized costs and proved reserves of oil and natural gas attributable to a country.~~incorporation:

The ~~Company~~accompanying ~~categorizes~~consolidated ~~its~~financial ~~full~~statements ~~cost~~include ~~pools~~all asaccounts ~~costs subject to amortization and costs not being amortized. The sum~~ of ~~net capitalized costs subject to amortization, including estimated future development and abandonment costs, are amortized using~~ the ~~unit-of-production~~Company ~~method. Depletion~~ and ~~amortization~~its for oil and gas properties was $160,001 and $167,526 for the years ended December 31, 2024 and 2023, respectively, and accumulated amortization, depreciation and impairment was $61,743,025 and $61,217,260 at December 31, 2024 and 2023, respectivelysubsidiaries.

~~Costs~~SCHEDULE ~~Excluded~~OF COMPANY AND ITS SUBSIDIARIES

Oil and gas properties include costs that are excluded from capitalized costs being amortized. These amounts represent costs of investments in unproved properties. The Company excludes these costs on a country-by-country basis until proved reserves are found or until it is determined that the costs are impaired. All costs excluded are reviewed quarterly to determine if impairment has occurred. The amount of any impairment is transferred to the costs subject to amortization.

Company Name	Country of Formation / Incorporation	Date of Formation / Incorporation		Percentage Ownership
Abundia Biomass LLC	USA		March 26, 2019		100	%
Abundia Biomass-to-Liquids Limited	UK		July 10, 2020		100	%**
Abundia Plastics to Liquids LLC	US		September 10, 2021		98.5	%*
Abundia Plastics Europe Limited	UK		January 14, 2020		100	%
Abundia Global Impact Group LLC	US		March 26, 2019		100	%
Abundia Global Impact Group (Ireland) Limited	Ireland		February 4, 2022		100	%
Abundia Global Impact Group (UK) Limited	UK		May 5, 2023		100	%
HAEC Louisiana E&P Inc	USA		July 7, 2008		100	%

~~Ceiling Test~~* 100% ownership through June 30, 2025

~~Under the~~** ~~full cost method of accounting, a ceiling test is performed each quarter~~77. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X. The ceiling test determines a limit, on a country-by-country basis, on the book value of oil and gas properties. The capitalized costs of proved oil and gas properties, net of accumulated depreciation, depletion, amortization and impairment (“DD&A”) and the related deferred income taxes, may not exceed the estimated future net cash flows from proved oil and gas reserves, calculated for 2024 and 2023 using the average oil and natural gas sales price received by the Company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) with consideration of price change only to the extent provided by contractual arrangement, discounted at 105%, ~~net~~ownership ofthrough ~~related~~October ~~tax effects. If capitalized costs exceed this limit~~6, the excess is charged to expense and reflected as additional accumulated DD&A. During 2024 and 2023, the Company recorded impairments of oil and gas properties totaling $275,760 and $537,686, respectively. The impairment reflects the decline in energy prices and production during 2024.2025

~~Furniture~~All significant intercompany balances and ~~Equipment~~transactions have been eliminated in consolidation.

~~Office equipment is stated at original cost and is depreciated on the straight-line basis over the useful life of the assets, which ranges from three to five years.~~Reclassification

~~Office~~Certain ~~equipment~~prior ~~having~~period anamounts ~~original~~have ~~cost~~been ~~basis~~reclassified ofto ~~$90,004~~conform ~~was~~to ~~fully~~the ~~depreciated~~current asperiod ~~of January 1, 2020~~presentation. ~~Therefore,~~Such ~~accumulated~~reclassifications ~~depreciation~~are ~~was~~for ~~$90,004~~presentation purposes only and ~~$90,004~~have atno ~~December~~effect ~~31,~~on ~~2024~~the ~~and~~Company’s ~~2023,~~net ~~respectively~~income or financial position in any of the periods presented.

~~Equity~~Segment ~~Investment Accounted for at Cost~~Reporting

~~Businesses~~Under ~~not accounted for under either~~ the ~~consolidation~~terms ~~method or equity method~~ of ~~accounting~~Financial ~~are~~Accounting ~~accounted~~Standards ~~for~~Board ~~under~~(the ~~equity investments accounted for at cost and are further discussed in Note 4,~~ “~~Equity~~FASB”) ~~Investments~~Accounting ~~Accounted~~Standards ~~for~~Codification ~~at Cost.~~(“ASC”) ~~The~~280, Segment ~~Company’s~~Reporting, ~~share~~operating ofsegments ~~the~~are ~~earnings~~defined ~~and/or~~as ~~losses~~components of ~~equity~~an ~~investments~~entity ~~accounted~~ for atwhich ~~cost~~separate isdiscrete ~~not~~information ~~included~~is inavailable ~~the Consolidated Statements of Operations. Income from equity investments accounted~~ for ~~at cost is only realized if and when distributions are made~~evaluation ~~from~~by the ~~business~~chief tooperating ~~its~~decision ~~investors.~~maker ~~However~~(“CODM”), ~~impairment~~or ~~charges~~decision-making ~~related~~group, ~~to businesses are recognized~~ in ~~the~~deciding ~~company’s Consolidated~~how ~~Statements~~to ofallocate ~~Operations.~~resources Ifand ~~circumstances suggest that the value of an equity investment accounted for at cost with~~assess ~~respect~~performance. toBased ~~which~~on anthis ~~impairment charge has been made has subsequently recovered~~guidance, ~~that recovery is not recorded. The carrying values of~~ the ~~company~~Company’s ~~equity~~segment ~~investments~~structure ~~accounted~~now ~~for~~reflects ~~at cost are reflected in~~ the ~~line item “Equity investment – Hupecol Meta, LLC” in the~~ Company’s ~~Consolidated~~two ~~Balance~~operating ~~Sheets.~~and ~~As of December~~reporting ~~31,~~segments; ~~2024,~~legacy ~~the~~oil ~~Company~~and ~~determined~~gas it(“O&G”) ~~was~~operations ~~necessary~~and ~~to take an impairment charge of $6,392,874 for~~ its ~~investment~~newly inadded ~~Hupecol~~emerging ~~Meta~~renewables ~~due~~initiatives ~~to indications that its earnings performance has deteriorated, and the investment is no longer viewed as viable~~(“Renewables”). ~~The Company determined that it is unlikely to receive any substantial amount of proceeds upon the sale of Hupecol~~ ~~Meta,~~See ~~rendering~~Note ~~the~~5 ~~value~~– ofSegment ~~the~~Reporting ~~investment fully impaired~~below.

Business Combinations

For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired, and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances, and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date.

Foreign Currency Translation and Transaction Gains and Losses

The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign currency denominated transactions are included in other comprehensive losses.

Foreign currency transactions are initially recorded in the reporting currency (US Dollars) using the spot exchange rate (the exchange rate at that specific date). When the transaction is finally settled (paid or received in cash), the actual exchange rate on the settlement date is used. A final realized gain or loss is calculated based on the difference between the value at the initial transaction date and the settlement date. This realized gain or loss is recognized as foreign currency gain (loss) in the statements of operations.

F-9

~~Asset~~Related ~~Retirement~~Party ~~Obligations~~Transactions

~~For~~A ~~the~~related ~~Company,~~party ~~asset~~is ~~retirement~~generally ~~obligations~~defined as (~~“ARO”~~i) ~~represent~~any ~~the~~person ~~systematic,~~that ~~monthly~~holds ~~accretion~~10% ~~and~~or ~~depreciation~~more of ~~future abandonment~~our ~~costs~~shares of ~~tangible~~common ~~assets~~stock ~~such as platforms, wells, service assets, pipelines,~~ and all other ~~facilities.~~voting ~~The fair value of a liability~~equity ~~for~~securities, anincluding ~~asset~~such person’s ~~retirement~~immediate ~~obligation~~families, is(ii) ~~recorded~~our ~~in the period in which it is incurred if a reasonable estimate of fair value can be made~~management, ~~and~~(iii) someone that ~~the~~directly ~~corresponding~~or ~~cost~~indirectly controls, is ~~capitalized~~controlled asby ~~part~~or ~~of the carrying amount of the related long-lived asset. The liability~~ is ~~accreted~~under tocommon ~~its~~control ~~then~~with ~~present value each period~~us, ~~and~~or ~~the~~(iv) ~~capitalized~~anyone ~~cost~~who iscan ~~depreciated~~significantly ~~over~~influence ~~the~~our ~~useful~~financial ~~life~~and ofoperating ~~the related asset~~decisions. IfA ~~the~~transaction ~~liability~~ is ~~settled~~considered ~~for~~to anbe ~~amount~~a ~~other~~related ~~than~~party ~~the~~transaction ~~recorded~~when ~~amount,~~there ~~an adjustment~~ is ~~made~~a totransfer ~~the~~of ~~full~~resources ~~cost pool, with no gain~~ or ~~loss~~ ~~recognized,~~obligations ~~unless the adjustment would significantly alter the relationship~~ between ~~capitalized~~related ~~costs and proved reserves~~parties. ~~Although~~ ~~the~~See ~~Company’s~~Note ~~domestic~~12 ~~policy~~– ~~with~~Notes ~~respect~~and toConvertible ~~ARO~~Notes isPayable ~~to assign depleted wells to a salvager~~ for ~~the~~details ~~assumption~~ of ~~abandonment~~related ~~obligations before~~party ~~the~~transactions ~~wells~~during ~~have reached their economic limits,~~ the ~~Company~~years ~~has~~ended ~~estimated its future ARO obligation with respect to its domestic~~December ~~operations. The ARO assets~~31, ~~which are carried on the balance sheet as part of the full cost pool~~2025, ~~have been included in our amortization base for the purposes of calculating depreciation, depletion~~ and ~~amortization expense~~2024. For the purposes of calculating the ceiling test, the future cash outflows associated with settling the ARO liability have been included in the computation of the discounted present value of estimated future net revenues. Asset retirement obligations are classified as Level 3 (unobservable inputs) fair value measurements.

~~Income~~Cash ~~Taxes~~and Cash Equivalents

~~Deferred~~Cash ~~income~~represents ~~taxes~~cash ~~are~~deposits ~~provided~~held onat afinancial ~~liability~~institutions. ~~method~~Cash ~~whereby~~equivalents ~~deferred~~include ~~tax~~short-term ~~assets~~highly ~~and~~liquid ~~liabilities~~investments ~~are~~of ~~established~~sufficient credit ~~for~~quality ~~the~~that ~~difference~~are ~~between the~~readily ~~financial~~convertible ~~reporting~~to ~~and~~known ~~income~~amounts ~~tax basis~~ of ~~assets~~cash and ~~liabilities~~have asoriginal ~~well~~maturities asof ~~operating~~three ~~loss~~months ~~and~~or ~~tax~~less. ~~credit~~Cash ~~carry~~equivalents are ~~forwards.~~held ~~Deferred tax~~for ~~assets~~meeting ~~are~~short-term ~~reduced~~liquidity byrequirements, arather ~~valuation~~than ~~allowance~~for ~~when,~~investment inpurposes. ~~the~~Cash ~~opinion~~and ofcash ~~management,~~equivalents itare isheld ~~more~~at ~~likely~~major financial ~~than~~institutions ~~not~~and ~~that~~are ~~some~~subject ~~portion~~to orcredit ~~all of~~risk to the ~~deferred~~extent ~~tax~~they ~~assets~~exceed ~~will~~government ~~not~~deposit beinsurance ~~realized.~~limits ~~Deferred~~in ~~tax~~the ~~assets~~country ~~and~~in which ~~liabilities~~they are ~~adjusted~~located. ~~for~~The ~~the~~Company ~~effects~~has ofnot ~~changes~~experienced inany ~~tax~~losses ~~laws and~~to ~~rates~~date on ~~the~~depository ~~date of enactment~~accounts.

~~Uncertain~~Accounts ~~Tax~~Receivable, ~~Positions~~net

~~The~~Accounts ~~Company~~receivable evaluates uncertain tax positions to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Those tax positions failing to qualify for initial recognition are ~~recognized~~recorded inat ~~the~~their ~~first~~net ~~interim~~realizable ~~period in which they meet the more likely than not standard or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations~~values. ~~De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.~~

~~The~~Allowance Company is subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, the Company may incur additional tax expense based upon the outcomes of such matters, including any interest or penalties. In addition, when applicable, the Company will adjust tax expense to reflect the Company’s ongoing assessments of such matters, which require judgment and can materially increase or decrease its effective rate as well as impact operating results. There were no liabilities recorded for ~~uncertain~~Accounts ~~tax positions at December 31, 2024 and 2023.~~Receivable

~~Stock~~The Company’s ability to collect outstanding receivables is critical to its operating performance and cashflows. Accounts receivables are stated at an amount management expects to collect from outstanding balances. The Company extends credit in the normal course of business. The Company regularly reviews outstanding receivables and when the Company determines that a party may not be able to make required payments, a charge to bad debt expense in the period of determination is made. Though the Company’s bad debts have not historically been significant, the Company could experience increased bad debt expenses should a financial downturn occur. The Company updated its impairment model to utilize a forward-~~Based~~looking current expected credit losses (“CECL”) model in place of the incurred loss methodology ~~Compensation~~for financial instruments measured at amortized cost, primarily including its accounts receivable and contract asset. In relation to available-for-sale (“AFS”) debt securities, the guidance eliminates the concept of “other-than-temporary” impairment and instead focuses on determining whether any impairment is a result of a credit loss or other factors. The adoption of ASC 326 did not have a material impact on our audited consolidated financial statements as of the adoption date.

~~The Company~~Prepaid measures the cost of employee services received in exchange for stock and stock options based on the grant date fair value of the awards. The Company determines the fair value of stock option grants using the Black-Scholes option pricing model. The Company determines the fair value of shares of non-vested stock based on the last quoted price of our stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As stock-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.Expenses

Prepaid expenses consist of amounts paid in advance for goods or services received in future periods.

Other Current Assets

Other current assets consist of a refundable deposit related to a feasibility study for a potential real estate acquisition, a refundable deposit related to a potential business acquisition and a receivable from the Irish government for recoverable value-added tax (“VAT”) incurred on expenses.

Fair Value Measurement

The Company records its financial assets and liabilities at fair value. The accounting standard for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

F-10

~~Concentration~~Level of3 ~~Risk~~- inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

AsA afinancial ~~non-operator~~asset ~~oil~~or ~~and~~liabilities ~~gas~~classification ~~exploration~~within ~~and~~the ~~production~~hierarchy ~~company,~~is ~~and~~determined ~~through~~based ~~its~~on ~~interest~~the inlowest alevel ~~limited~~of ~~liability~~input ~~company~~that ~~(“Hupecol~~is significant ~~Meta”)~~to ~~and~~the ~~concessions~~fair ~~operated~~value bymeasurement. ~~Hupecol~~The ~~Meta~~Company’s inassessment of the ~~South~~significance ~~American country~~ of ~~Colombia,~~a ~~the~~particular ~~Company~~input isto ~~dependent~~the onfair ~~the~~value ~~personnel,~~measurement ~~management~~in ~~and~~its ~~resources~~entirety ofrequires ~~the~~management ~~operators~~to ofmake ~~its~~judgments ~~various~~and ~~properties~~consider factors specific to ~~operate~~the ~~efficiently~~asset ~~and~~or ~~effectively~~liability.

AsProperty ~~a non-operating joint interest owner, the Company has a right of investment refusal on specific projects~~ and ~~the right to examine and contest its division of costs and revenues determined by the operator.~~Equipment

The Company’s Permian Basin, Texas properties accounted for all of the Company’s oil and gas operations and substantially all of its oil and gas investments reflected in its consolidated financial statements in 2024. In the event of a significant negative change in operations or operating outlook pertaining to the Company’s Permian Basin properties, the Company may be forced to abandon or suspend such operations, which abandonment or suspension could be materially harmful to the Company.Land

~~For~~Land ~~2024,~~is ~~the~~initially ~~Company’s~~recorded ~~oil~~at ~~production from~~ its ~~mineral~~purchase ~~interests~~price ~~was~~plus ~~sold~~any todirectly ~~U.S.~~attributable ~~oil marketing companies based on the highest bid~~costs. ~~The~~ ~~gas~~Land ~~production~~ is ~~sold~~considered to ~~U.S.~~have ~~natural~~an ~~gas~~indefinite ~~marketing~~life ~~companies~~and ~~based on the highest bid. No purchaser accounted for more than 10%~~so ofno ~~our~~depreciation ~~oil~~is ~~and gas sales~~recorded.

~~The~~Land ~~Company~~is ~~reviews~~subject ~~accounts~~to ~~receivable~~review ~~balances~~for ~~when~~impairment ~~circumstances~~only ~~indicate~~when aspecific triggering ~~balance~~events or ~~may~~changes ~~not~~in becircumstances ~~collectible.~~indicate ~~Based~~that ~~upon~~its ~~the Company’s~~carrying ~~review,~~amount nomight ~~allowance~~not ~~for~~be ~~uncollectible accounts was deemed necessary at December 31, 2024 and 2023, respectively~~recoverable.

~~Recently~~Oil ~~Adopted~~and ~~Accounting~~Gas ~~Pronouncements~~Assets

InThe ~~June~~Company ~~2016,~~uses the ~~Financial~~full ~~Accounting~~cost ~~Standards~~method ~~Board~~of ~~(“FASB”)~~accounting ~~issued~~for ~~ASU~~oil ~~No.~~and ~~2016-13,~~gas ~~Financial~~property ~~Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments~~acquisition, ~~which~~exploration ~~was~~and ~~codified~~development inactivities. ~~Accounting~~Under ~~Standards Codification (“ASC”)~~this ~~326~~method, ~~Financial~~all ~~Instruments~~productive —and ~~Credit~~nonproductive ~~Losses~~costs ~~(“ASC~~incurred ~~326”).~~in ~~The~~connection ~~standard~~with ~~changes~~ the ~~methodology~~exploration for ~~measuring credit losses on financial instruments~~ and ~~the~~development ~~timing~~ of ~~when~~oil ~~such~~and ~~losses~~gas reserves are ~~recorded~~capitalized. ~~Because~~Capitalized ~~the~~costs ~~Company~~include islease ~~a smaller reporting company based on the most recent determination as of November 15~~acquisition, ~~2019,~~geological ~~ASC~~and ~~326~~geophysical ~~became effective for the Company for fiscal years beginning after December 15~~work, ~~2022.~~delay ~~As such~~rentals, ~~the~~costs ~~Company~~of ~~adopted ASC 326 effective January 1~~drilling, ~~2023,~~completing and ~~utilizing~~equipping ~~the~~successful ~~modified~~and ~~retrospective~~unsuccessful ~~transition~~oil ~~method.~~and ~~Upon adoption,~~gas ~~the~~wells ~~Company~~and ~~updated~~related ~~its~~internal ~~impairment~~costs ~~model~~that tocan ~~utilize~~be adirectly ~~forward-looking~~identified ~~current~~with ~~expected credit losses (“CECL”) model~~acquisition, inexploration ~~place~~and ofdevelopment ~~the~~activities, ~~incurred~~but ~~loss~~does ~~methodology~~not ~~for~~include ~~financial~~any ~~instruments~~cost ~~measured~~related atto ~~amortized cost~~production, ~~primarily~~general ~~including~~corporate ~~its~~overhead ~~accounts~~or ~~receivable and~~similar ~~contract asset~~activities. Gain Inor ~~relation~~loss toon ~~available-for-sale (“AFS”) debt securities,~~ the ~~guidance~~sale ~~eliminates~~or ~~the~~other ~~concept~~disposition of ~~“other-than-temporary” impairment,~~oil and ~~instead~~gas ~~focuses~~properties onis ~~determining~~not ~~whether~~recognized ~~any~~unless ~~impairment~~significant isamounts ~~a result~~ of aoil ~~credit~~and ~~loss~~gas orreserves are ~~other factors~~involved.

InThe capitalized ~~accordance~~costs ~~with~~of ~~Accounting~~oil ~~Standards~~and ~~Updates~~gas ~~ASU 2016-13~~properties, ~~Financial Instruments-Credit~~ ~~Losses~~plus ~~(Topic~~estimated ~~326): Measurement~~future ofdevelopment ~~Credit~~costs ~~Losses~~relating onto ~~Financial~~proved ~~Instruments (“ASU 2016-13”)~~reserves, ~~the~~ ~~Company~~are ~~applies~~amortized ~~historic~~on ~~loss~~a units-of-production ~~factors~~method toover ~~its~~the ~~receivable~~estimated ~~portfolio~~productive ~~segments~~life ~~that~~of ~~were~~the ~~not~~reserves. ~~expected~~Unevaluated tooil beand ~~further~~gas ~~impacted~~properties byare ~~current~~excluded from ~~economic~~this ~~developments,~~calculation. The capitalized oil and ~~additional~~gas ~~economic~~property ~~conditions~~costs, ~~factor~~less toaccumulated ~~portfolio~~amortization, ~~segments~~are ~~anticipated~~limited to ~~experience~~an ~~greater~~amount ~~losses~~(the inceiling limitation) equal to the ~~current~~ ~~economic~~sum ~~environment.~~of: ~~Additionally,~~(a) the ~~Company~~present ~~continuously~~value ~~evaluates~~of ~~customers~~estimated ~~based~~future onnet ~~risk~~revenues ~~characteristics,~~from ~~such~~the asprojected ~~historical losses~~production ~~and~~of ~~current~~proved ~~economic~~oil and ~~conditions.~~gas ~~Due~~reserves, tocalculated ~~the~~using ~~cyclical~~a ~~nature~~12-month average first-day-of-month ~~the~~price, ~~oil~~adjusted ~~and~~for ~~gas~~differentials ~~industry,~~(such ~~the~~prices ~~Company~~are ~~often~~held constant ~~evaluates~~throughout ~~its~~the ~~customers’ estimated~~life ~~losses~~of onthe properties) and a ~~case-by-case~~discount ~~basis.~~factor ~~The~~of ~~Company~~10%; ~~did~~(b) ~~not~~the ~~record~~cost aof ~~provision~~unproved ~~for~~and ~~credit~~unevaluated ~~losses~~properties excluded ~~during~~from the ~~year~~costs ~~ended~~being ~~December~~amortized; ~~31, 2024~~(c) the lower of cost or ~~2023.~~estimated ~~The~~fair ~~adoption~~value of ~~ASC~~ ~~326~~unproved ~~did~~properties ~~not~~included ~~have~~in athe ~~material~~costs being ~~impact~~amortized; onand ~~our~~(d) ~~unaudited~~related ~~condensed~~income ~~consolidated~~tax ~~financial~~effects. ~~statements~~Costs asin excess of ~~the~~this ~~adoption~~ceiling ~~date~~are charged to proved properties impairment expense.

InConstruction ~~November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments~~ in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The Company adopted the update for year-end 2024, but did not identify a material effect on its consolidated financial statements.Progress

~~Recently~~Construction ~~Issued~~in ~~Accounting~~progress ~~Pronouncements~~(“CIP”) represents costs incurred for property and equipment that are not yet complete nor ready for their intended use. CIP includes direct costs of construction or acquisition, including materials, labor, and contracted services.

InAssets ~~December~~are ~~2023,~~transferred ~~the~~from ~~FASB~~CIP ~~issued ASU 2023-09, Income Taxes (Topic 740): Improvements~~ to ~~Income~~the ~~Tax~~appropriate ~~Disclosures,~~property ~~which~~and ~~requires~~equipment ~~disaggregated information~~category ~~about~~when athe ~~reporting~~asset ~~entity’s~~is ~~effective~~substantially ~~tax~~complete ~~rate~~and ~~reconciliation,~~ready asfor ~~well as information related to income taxes paid to~~its ~~enhance~~intended ~~the transparency and decision usefulness of income tax disclosures~~use. ~~This~~Once ~~ASU~~placed ~~will~~in beservice, ~~effective for~~ the ~~annual~~assets ~~period~~are ~~ending~~depreciated ~~December 31,~~over ~~2025.~~their ~~The~~estimated ~~Company~~useful islives ~~currently~~using ~~evaluating~~ the ~~timing~~straight-line ~~and impacts of adoption of this ASU~~method.

CIP is not depreciated until the related assets are placed in service.

The Company evaluates CIP projects for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the years ended December 31, 2025, and 2024, no impairment charges were recognized related to CIP.

Property and Equipment

All other property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Additions and major replacements or betterments are added to the assets at cost. Maintenance and repair costs and minor replacements are charged to expense when incurred.

F-11

~~Subsequent Events~~Goodwill

~~The~~Goodwill ~~Company~~represents ~~evaluated~~the ~~subsequent~~excess ~~events~~of ~~for~~the ~~disclosure~~purchase ~~from~~price ~~December~~over 31the fair value of identifiable net assets acquired in a business combination. In accordance with ASC 350, ~~2024~~Intangibles—Goodwill ~~through~~and Other, the ~~date~~Company assigns goodwill to reporting units based on the ~~consolidated~~reporting ~~financial~~units expected ~~statements~~to ~~were~~benefit from the business combination. The Company evaluates its reporting units periodically, including when changes to ~~issued~~operating segments occur. ~~See~~When ~~Note~~reporting 12units are redefined, goodwill is reallocated to the affected reporting units using a relatively fair value approach.

~~NOTE~~Goodwill ~~2—REVENUE~~is ~~FROM~~considered ~~CONTRACTS~~to ~~WITH~~have ~~CUSTOMERS~~an indefinite useful life and is not amortized. Consistent with the requirements of ASC 350, the Company tests goodwill and other indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate that impairment may exist. As a first step, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this qualitative assessment indicates that impairment is more likely than not, the Company performs a quantitative impairment test by comparing the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, the Company recognizes an impairment loss in the statement of operations equal to the excess.

~~Disaggregation~~Technology ~~of Revenue from Contracts with Customers~~Licenses

~~The~~Payments ~~following~~in ~~table~~connection ~~disaggregates~~with ~~revenue~~license byagreements ~~significant~~that ~~product~~are ~~type~~to ~~for~~be applied against future license fees are capitalized as other assets pending the commencement ~~years~~of ~~ended~~fee ~~December~~generating 31operations under the license agreements. When fee generating operations under the license agreements commence, the ~~2024~~payments will be applied against the balance of fees due and ~~2023:~~payable. In the event of fee generating operations under the license agreements fail to occur, the payments will be expensed as abortive transaction costs.

~~SCHEDULE~~Capitalized Patent ~~OF DISAGGREGATES REVENUE BY SIGNIFICANT PRODUCT~~ Costs

	2024		2023
	Year Ended December 31,
	2024		2023
Oil sales	$	437,900	$	590,486
Natural gas sales		8,869		79,443
Natural gas liquids sales		113,411		124,098
Total revenue from customers	$	560,180	$	794,027

Patent costs, including legal fees associated with the creation of intellectual property and patent registration costs, are capitalized as incurred. These costs are amortized over the estimated useful life of the patent commencing from the date the patent has been granted. Costs incurred in respect of patent applications which are abandoned before a patent has been granted are expensed at the date of abandonment. Annual registration fees on patents which have been granted are expensed in the year in which they are incurred.

~~There~~Impairment ~~were no significant contract liabilities or transaction price allocations to any remaining performance obligations as~~ of ~~December~~Long-Lived ~~31, 2024 or 2023.~~Assets

~~NOTE~~Oil ~~3—OIL~~and ~~AND~~Gas ~~GAS PROPERTIES~~Assets

~~Evaluated~~Under ~~Oil~~the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the net book value of the oil and ~~Gas~~natural ~~Properties~~gas properties. Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling.

~~Evaluated~~During ~~oil~~the ~~and~~years ~~gas~~ended ~~properties~~December ~~subject~~31, to2025, ~~amortization~~the atCompany ~~December~~reviewed 31its long-lived assets for impairment and determined an impairment amount of $431,900 was ~~2024~~required ~~included~~based on the ~~following:~~full cost ceiling test.

~~SCHEDULE~~Non-Oil and OFGas ~~EVALUATED OIL AND GAS PROPERTIES SUBJECT TO AMORTIZATION~~ Assets

	United States			South America			Total
Evaluated properties being amortized	$	13,326,003		$	49,444,654		$	62,770,657
Accumulated depreciation, depletion, amortization and impairment		(12,208,367	)		(49,444,654	)		(61,653,021	)
Net capitalized costs	$	1,117,636		$	—		$	1,117,636

Evaluated oil and gas properties subject to amortization at December 31, 2023 included the following:

	United States			South America			Total
Evaluated properties being amortized	$	13,321,907		$	49,444,654		$	62,766,561
Accumulated depreciation, depletion, amortization and impairment		(11,762,288	)		(49,444,654	)		(61,206,942	)
Net capitalized costs	$	1,559,619		$	—		$	1,559,619

Impairments

During 2024, the Company realized a full cost ceiling test impairment of $275,760. The impairment of the US assets was attributable to declines in energy prices and production relating to the Company’s Reeves County properties, partially offset by the addition of the Company’s proved non-producing properties.

NOTE 4—Equity Investment Accounted for at Cost

During the year ended December 31, 2024, the Company received distributions, totaling $922,719, from Hupecol Meta representing the Company’s share of distributable net profits. During 2024, the Company invested $1.9 million for required capital contributions related to drilling operations in Colombia to Hupecol Meta.

The Company’s carrying value of its holdings in Hupecol Meta, was $4.5 million as of December 31, 2023, as reflected in the line item “Equity investment – Hupecol Meta” in the Company’s consolidated balance sheets.

F-12

~~Impairments~~Leases

The Company ~~performs~~accounts ~~annual~~for ~~business~~leases ~~reviews~~in ofaccordance ~~its~~with ~~equity~~ASC ~~investments~~842. ~~accounted~~The Company determines whether a contract is a lease at contract inception or for a modified contract at ~~cost~~the tomodification ~~determine~~date. ~~whether~~At inception or modification, the ~~carrying~~Company ~~value~~recognizes inright-of-use (“ROU”) ~~that~~assets ~~investment~~and isrelated ~~impaired~~lease liabilities on the balance sheet for all leases greater than one year in duration. AsLease ofliabilities ~~December~~and ~~31,~~their corresponding ~~2024,~~ROU assets are initially measured at the ~~Company~~present ~~determined~~value itof ~~was~~the ~~necessary~~unpaid lease payments as of the lease commencement date. toIf ~~take~~the anlease ~~impairment~~contains ~~charge~~a ofrenewal $6and/or termination option,~~392,874~~ ~~for~~the ~~its investment~~exercise of the option is included in ~~Hupecol~~the ~~Meta~~term ~~due~~of tothe ~~indications~~lease if the Company is reasonably certain that ~~its~~a ~~earnings~~renewal ~~performance~~or ~~has~~termination ~~deteriorated~~option will be exercised. As the Company’s leases do not provide an implicit rate, ~~and~~the Company uses an estimated incremental borrowing rate (“IBR”) based on the ~~investment~~information isavailable noat ~~longer~~the ~~viewed~~commencement asdate ~~viable~~of the respective lease to determine the present value of future payments. The ~~Company~~IBR is determined ~~that~~by estimating what it iswould ~~unlikely~~cost the Company to ~~receive~~borrow ~~any~~a ~~substantial~~collateralized amount ofequal ~~proceeds~~to ~~upon~~the total lease payments over the ~~sale~~lease ofterm ~~Hupecol~~based ~~Meta,~~on ~~rendering~~ the ~~value~~contractual terms of the lease and the ~~investment~~location ~~fully~~of ~~impaired~~the leased asset.

~~NOTE~~Operating ~~5—ASSET~~lease ~~RETIREMENT~~payments ~~OBLIGATIONS~~are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability.

The ~~following~~Company’s ~~table~~facilities ~~presents~~operating ~~changes~~leases inhave ~~our~~lease ~~asset~~and ~~retirement~~non-lease ~~liability~~fixed ~~(“ARO”)~~cost ~~during~~components, ~~each~~which ofwe ~~the~~have ~~years~~elected ~~ended~~to ~~December~~account ~~31,~~for ~~2024~~as one single lease component in calculating the present value of minimum lease payments. Variable lease and ~~2023~~non-lease cost components are expensed as incurred.

~~SCHEDULE~~The Company OFdoes ~~CHANGES~~not INrecognize ~~OUR~~ROU ~~ASSET~~assets ~~RETIREMENT~~and ~~LIABILITY~~ lease liabilities for short-term leases that have an initial lease term of 12 months or less. The Company recognizes the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term.

	2024			2023
ARO liability at January 1	$	63,084		$	72,789
Additions from new drilling		—			—
Liabilities settled		—			(2,706	)
Changes in estimates		(5,904	)		(9,706	)
Accretion expense		—			2,707
ARO liability at December 31	$	57,180		$	63,084

Equity Line of Credit (“ELOC”)

~~NOTE~~The ~~6—STOCK~~Company accounts for its Equity Line of Credit (the “ELOC”) facility as a derivative financial

Filing Compare · ABUNDIA GLOBAL IMPACT GROUP, INC.