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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): August 14, 2025 (July 1, 2025)
HOUSTON
AMERICAN ENERGY CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-32955 |
|
76-0675953 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
801
Travis Street, Suite 1425
Houston,
Texas 77002
(Address
of principal executive offices, including zip code)
713-222-6966
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
HUSA |
|
NYSE
American |
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A (this “Amendment No. 2”) is being filed to amend and supplement “Item 9.01 - Financial
Statements and Exhibits,” included in the initial report on Form 8-K filed by Houston American Energy Corp. (the “Company”)
on July 1, 2025 (the “Initial Filing”) and Amendment No. 1 to the Initial Filing filed on August 1, 2025 (“Amendment
No. 1”).
In
the Initial Filing, in connection with the share exchange where the Company acquired all of the outstanding units of Abundia Global Impact
Group , LLC, a Delaware limited liability company (“AGIG”), from the AGIG unitholders in exchange for issuing to the AGIG
unitholders an aggregate of 31,778,032 shares of common stock, par value $0.001 of the Company (“Common Stock”), the Company
stated that the financial statements and the unaudited pro forma financial information of the acquired business required to be filed
under Item 9.01 of Form 8-K would be filed by amendment no later than 71 days following the date that the Initial filing was required
to be filed. Amendment No. 1 amended Item 9.01 of the Initial Filing solely to include such financial statements and pro forma financial
information required to be filed under Item 9.01 of Form 8-K, which are filed as exhibits thereto. This Amendment No. 2 is being filed
to include the consolidated unaudited financial statements and unaudited pro forma condensed consolidated financial statements of AGIG
for the six months ended June 30, 2025 and 2024. The information previously reported on the Initial Filing and Amendment No. 1 is incorporated
by reference into this Amendment No. 2. Except as provided herein, the disclosures included in the Initial Filing and Amendment No. 1
remain unchanged.
Item 9.01 Financial Statements and Exhibits.
| (a) |
Financial
Statements of Business Acquired. The audited financial statements of AGIG for the years ended December 31, 2024 and 2023, including
the notes to such financial statements and the report of independent auditors thereon, are filed herewith as Exhibit 99.1 and incorporated
into this Item 9.01(a) by reference. The unaudited financial statements for the three months ended March 31, 2025 and 2024, including
the notes to such financial statements, are filed herewith as Exhibit 99.2 and incorporated into this Item 9.01(a) by reference.
The unaudited financial statements for the six months ended June 30, 2025 and 2024 are filed herewith as Exhibit 99.4 and incorporated
into this Item 9.01(a) by reference. |
| (b) |
Pro
Forma Financial Information. The unaudited pro forma condensed consolidated financial information of the Company required by this
item is filed herewith as Exhibit 99.3 and is incorporated into this Item 9.01(b) by reference. The unaudited pro forma condensed
consolidated financial information of the Company for the six months ended June 30, 2025 and 2024 required by this item is filed
herewith as Exhibit 99.5 and incorporated by reference in this Item 9.01(b) by reference. |
| Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Baker Tilly US, LLP. |
| 99.1* |
|
Financial Statements of Abundia Global Impact Group, LLC for the Years Ended December 31, 2024 and 2023. |
| 99.2* |
|
Financial Statements of Abundia Global Impact Group, LLC for the Three Months Ended March 31, 2025 and 2024. |
| 99.3* |
|
Unaudited
Pro Forma Condensed Consolidated Financial Information of Houston American Energy Corp for the three months ended March 31, 2025
and 2024. |
| 99.4 |
|
Financial Statements of Abundia Global Impact Group, LLC for the Six Months Ended June 30, 2025 and 2024. |
| 99.5 |
|
Unaudited Pro Forma Condensed Consolidated Financial Information for the six months ended June 30, 2025 and 2024. |
| 104 |
|
Cover
Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
*
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
HOUSTON
AMERICAN ENERGY CORP. |
| |
|
|
| Dated:
August 14, 2025 |
|
|
| |
By: |
/s/
Edward Gillespie |
| |
Name: |
Edward
Gillespie |
| |
Title: |
Chief
Executive Officer |
