RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2025

Accounting Changes and Error Corrections [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its previously issued financial statements to correct an error related to the accounting for the success fee incurred in connection with the reverse acquisition described in Note 6 – ACQUISITION,.

Acquisition-related expenses

In connection with the reverse acquisition, the Company incurred $13.1 million of acquisition-related costs. This amount includes a $12.4 million success fee that was paid on the Company’s behalf by a shareholder, Abundia Financial (as defined below), using shares of the Company’s common stock that Abundia Financial owned. The notes to the previously issued financial statements accurately disclosed the nature and total amount of acquisition-related costs, including the success fee; however, the related amounts were not recognized in the primary financial statements. Because the success fee represents share-based compensation transferred to the service provider, the Company should have recorded a capital contribution from Abundia Financial and the corresponding acquisition-related expense. As a result, additional paid-in capital and general and administrative expenses were understated for the affected period.

Additionally, the Company corrected certain items that were previously identified and concluded as immaterial, individually and in the aggregate, to its consolidated financial statements as of September 30, 2025. These items primarily relate to amortization of debt discount and other payables misclassifications as well as two casting errors identified in the equity statement. These items impact General and administrative cost in the income statement, with a corresponding impact on the balance sheet and statement of changes in shareholders equity. These changes do not have any cash impact . As a result, the Company is restating the unaudited consolidated financial statements of the Company for the fiscal quarter ended September 30, 2025.

Restatement Impact

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported condensed consolidated balance sheet as of September 30, 2025:

	As Previously Reported			Restatement Adjustment			As Adjusted
	As of September 30, 2025
	As Reported			Adjustment			As Restated
Liabilities
HUSA convertible note payable		4,416,477			127,523			4,544,000
Other payables		38,311			73,333			111,644
Shareholders’ Equity
Additional paid-in capital		42,242,006			13,176,251			55,418,257
Accumulated deficit		(25,805,866	)		(13,377,107	)		(39,182,973	)

	As Previously Reported			Restatement Adjustment			As Adjusted
	Three Months Ended September 30, 2025
	As Reported			Adjustment			As Restated
General and administrative expense		3,456,958			13,185,177			16,642,135
Interest expense		(108,453	)		(86,286	)		(194,739	)
Loss from extinguishment of debt		-			(105,644	)		(105,644	)
Net loss		(7,031,914	)		(13,377,107	)		(20,409,021	)
Net loss attributable to noncontrolling interest		2,922			(2	)		2,920
Basic and diluted EPS		(0.21	)		(0.39	)		(0.60	)

	As Previously Reported			Restatement Adjustment			As Adjusted
	Nine Months Ended September 30, 2025
	As Previously Reported			Restatement Adjustment			As Adjusted
General and administrative expense		5,419,727			13,185,177			18,604,904
Interest expense		(306,809	)		(86,206	)		(393,095	)
Loss from extinguishment of debt		-			(105,644	)		(105,644	)
Net loss		(9,150,478	)		(13,377,107	)		(22,527,585	)
Net loss attributable to noncontrolling interest		7,059			(1	)		7,058
Basic and diluted EPS		(0.27	)		(0.39	)		(0.66	)

	As Previously Reported			Restatement Adjustment			As Adjusted
	Nine Months Ended September 30, 2025
	As Previously Reported			Restatement Adjustment			As Adjusted
Operating activities
Net loss		(9,150,478	)		(13,377,107	)		(22,527,585	)
Non-cash success fee		-			12,390,251			12,390,251
Loss from extinguishment of debt		-			41,237			41,237
Amortization of debt discount		-			86,286			86,286
Share based payments		-			786,000			786,000
Increase in other payables		10,955			73,333			84,288
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Non-cash shareholder contributions		-			12,390,251			12,390,251

	As Previously Reported			Restatement Adjustment			As Adjusted
	Nine Months Ended September 30, 2025
	As Previously Reported			Restatement Adjustment			As Adjusted
Common stock		34,222			-			34,222
Accumulated other comprehensive loss		54,606			-			54,606
Additional paid-in capital		42,242,006			13,176,251			55,418,257
Accumulated deficit		(25,805,866	)		(13,377,107	)		(39,182,973	)
Total AGIG shareholder’s equity		16,524,968			(200,856	)		16,324,112

Only financial statement line items affected by the correction are presented above; all other amounts were previously reported and remain unchanged.

The restatement also impacted Note 11 – Debt and Note 13 – Capital Stock.