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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

OR

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

For the transition period from ___________ to ______________.

Commission File Number 1-32955

ABUNDIA GLOBAL IMPACT GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 76-0675953
(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

1300 Post Oak Blvd., Suite 1305, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)

(713) 322-8818
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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, $0.001 par value per share |  | AGIG |  | NYSE American

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 “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

As of May 4, 2026, we had 44,022,821 shares of common stock, par value $0.001 per share, outstanding.

ABUNDIA GLOBAL IMPACT GROUP, INC.

FORM 10-Q

INDEX

|  | Page No.
PART I | FINANCIAL INFORMATION | 3
Item 1. | Financial Statements | 3
| Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 | 3
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 4
| Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 5
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 6
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 7
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 29
Item 4. | Controls and Procedures | 29
PART II | OTHER INFORMATION | 30
Item 6. | Exhibits | 31

2

PART I -FINANCIAL INFORMATION

ITEM 1 | Financial Statements

ABUNDIA GLOBAL IMPACT GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

|  | March 31, 2026 |  |  | December 31, 2025 |
ASSETS |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 16,199,166 |  |  | $ | 4,618,621 |
Accounts receivable, net |  |  | 86,455 |  |  |  | 56,925 |
Prepaid expenses |  |  | 263,639 |  |  |  | 503,008 |
Other current assets |  |  | 169,672 |  |  |  | 179,209 |
TOTAL CURRENT ASSETS |  |  | 16,718,932 |  |  |  | 5,357,763 |
PROPERTY AND EQUIPMENT, NET |  |  | 12,559,633 |  |  |  | 9,945,721 |
OTHER ASSETS |  |  |  |  |  |  |  |
Goodwill |  |  | 12,986,150 |  |  |  | 12,986,150 |
Technology licenses |  |  | 2,005,025 |  |  |  | 2,005,025 |
Capitalized patents, net |  |  | 1,203,198 |  |  |  | 1,398,295 |
Operating lease right of use asset |  |  | 140,302 |  |  |  | 150,189 |
Other assets |  |  | 12,286 |  |  |  | 12,286 |
TOTAL OTHER ASSETS |  |  | 16,346,961 |  |  |  | 16,551,945 |
TOTAL ASSETS |  | $ | 45,625,526 |  |  | $ | 31,855,429 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 3,245,788 |  |  | $ | 2,175,672 |
Notes payable – related party, net |  |  | 435,000 |  |  |  | 3,968,562 |
Convertible note payable |  |  | 6,358,904 |  |  |  | - |
Current portion of lease liability |  |  | 22,643 |  |  |  | 14,197 |
Other payables |  |  | 51,662 |  |  |  | 243,117 |
TOTAL CURRENT LIABILITIES |  |  | 10,113,997 |  |  |  | 6,401,548 |
LONG-TERM LIABILITIES |  |  |  |  |  |  |  |
Convertible note payable |  |  | - |  |  |  | 6,260,274 |
Operating lease liability, net of current portion |  |  | 140,840 |  |  |  | 146,942 |
Asset retirement obligation |  |  | 32,248 |  |  |  | 32,248 |
TOTAL LONG-TERM LIABILITIES |  |  | 173,088 |  |  |  | 6,439,464 |
TOTAL LIABILITIES |  |  | 10,287,085 |  |  |  | 12,841,012 |
COMMITMENTS AND CONTINGENCIES (NOTE 16) |  |  | - |  |  |  | - |
SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Common stock, par value $0.001 per share; 300,000,000 shares authorized: 44,022,821 and 36,918,281 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively |  |  | 44,023 |  |  |  | 36,918 |
Additional paid-in capital |  |  | 86,537,617 |  |  |  | 65,037,940 |
Accumulated deficit |  |  | (51,284,231 | ) |  |  | (46,055,127 | )
Other comprehensive income (loss) |  |  | 41,032 |  |  |  | (5,314 | )
TOTAL SHAREHOLDERS’ EQUITY |  |  | 35,338,441 |  |  |  | 19,014,417 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |  | $ | 45,625,526 |  |  | $ | 31,855,429 |

* | 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 unaudited condensed consolidated financial statements.

3

ABUNDIA GLOBAL IMPACT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
OIL AND GAS REVENUE |  | $ | 132,965 |  |  | $ | - |
EXPENSES OF OPERATIONS |  |  |  |  |  |  |  |
Oil and gas lease operating expenses and severance tax |  |  | 125,662 |  |  |  | - |
General and administrative |  |  | 4,582,553 |  |  |  | 992,599 |
Research and development |  |  | 208,787 |  |  |  | 607,368 |
Depreciation, depletion and amortization |  |  | 70,202 |  |  |  | 4,218 |
Write off of application costs incurred on abandoned patent applications |  |  | 283,927 |  |  |  | - |
TOTAL OPERATING EXPENSES |  |  | 5,271,131 |  |  |  | 1,604,185 |
LOSS FROM OPERATIONS |  |  | (5,138,166 | ) |  |  | (1,604,185 | )
OTHER INCOME AND (EXPENSE), NET |  |  |  |  |  |  |  |
Interest expense |  |  | (158,985 | ) |  |  | (98,630 | )
Interest income |  |  | 67,564 |  |  |  | - |
Grant income |  |  | - |  |  |  | 691,207 |
Change in fair value of warrant liability |  |  | - |  |  |  | (5,453 | )
Foreign currency gain |  |  | 483 |  |  |  | 6,449 |
TOTAL OTHER INCOME AND (EXPENSE), NET |  |  | (90,938 | ) |  |  | 593,573 |
NET LOSS BEFORE TAXES |  |  | (5,229,104 | ) |  |  | (1,010,612 | )
INCOME TAX EXPENSE |  |  | - |  |  |  | - |
NET LOSS |  |  | (5,229,104 | ) |  |  | (1,010,612 | )
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST |  |  | - |  |  |  | (549 | )
NET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC. |  |  | (5,229,104 | ) |  |  | (1,011,161 | )
OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation gain (loss) |  |  | 46,346 |  |  |  | (12,154 | )
COMPREHENSIVE LOSS |  | $ | (5,182,758 | ) |  | $ | (1,023,315 | )
COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST |  |  | - |  |  |  | (549 | )
COMPREHENSIVE LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC. |  | $ | (5,182,758 | ) |  | $ | (1,023,864 | )
Basic and diluted loss per common share |  | $ | (0.13 | ) |  | $ | (0.03 | )
Basic and diluted weighted average number of common shares outstanding |  |  | 40,012,656 |  |  |  | 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 unaudited condensed consolidated financial statements.

4

ABUNDIA GLOBAL IMPACT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

|  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | Loss |  |  | Group, Inc. |  |  | Interest |  |  | Total |
|  | Common Stock |  |  | Additional Paid-in |  |  | Accumulated |  |  | Accumulated Other Comprehensive |  |  | Total Applicable to Abundia Global Impact |  |  | Non- Controlling |  |  |  |
|  | Shares |  |  | Amount |  |  | Capital |  |  | Deficit |  |  | Loss |  |  | Group, Inc. |  |  | Interest |  |  | Total |
Balance at December 31, 2025 |  |  | 36,918,281 |  |  | $ | 36,918 |  |  | $ | 65,037,940 |  |  | $ | (46,055,127 | ) |  | $ | (5,314 | ) |  | $ | 19,014,417 |  |  | $ | - |  |  | $ | 19,014,417 |
Equity line of credit stock issuances |  |  | 868,000 |  |  |  | 868 |  |  |  | 2,568,229 |  |  |  | - |  |  |  | - |  |  |  | 2,569,097 |  |  |  | - |  |  |  | 2,569,097 |
Shares issued for cash consideration, net of fees |  |  | 4,134,175 |  |  |  | 4,134 |  |  |  | 18,384,065 |  |  |  | - |  |  |  | - |  |  |  | 18,388,199 |  |  |  | - |  |  |  | 18,388,199 |
Exercise of pre-funded warrants |  |  | 1,800,543 |  |  |  | 1,801 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,801 |  |  |  | - |  |  |  | 1,801 |
Disputed placement agent fees for prior year stock sales |  |  | - |  |  |  | - |  |  |  | (400,000 | ) |  |  | - |  |  |  | - |  |  |  | (400,000 | ) |  |  | - |  |  |  | (400,000 | )
Restricted stock awards granted |  |  | 301,822 |  |  |  | 302 |  |  |  | (302 | ) |  |  |  |  |  |  |  |  |  |  | 0 |  |  |  | - |  |  |  | 0 |
Equity compensation |  |  | - |  |  |  | - |  |  |  | 947,685 |  |  |  | - |  |  |  | - |  |  |  | 947,685 |  |  |  | - |  |  |  | 947,685 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 46,346 |  |  |  | 46,346 |  |  |  | - |  |  |  | 46,346 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (5,229,104 | ) |  |  | - |  |  |  | (5,229,104 | ) |  |  | - |  |  |  | (5,229,104 | )
Balance at March 31, 2026 |  |  | 44,022,821 |  |  | $ | 44,023 |  |  | $ | 86,537,617 |  |  | $ | (51,284,231 | ) |  | $ | 41,032 |  |  | $ | 35,338,441 |  |  | $ | - |  |  | $ | 35,338,441 |
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 at |  |  | 31,778,032 | * |  | $ | 31,778 | * |  | $ | 14,586,077 | * |  | $ | (16,602,838 | ) |  | $ | (68,927 | ) |  | $ | (2,053,910 | ) |  | $ | (24,953 | ) |  | $ | (2,078,863 | )
Capital contribution by former majority member of AGIG |  |  | - |  |  |  | - |  |  |  | 500,000 |  |  |  | - |  |  |  | - |  |  |  | 500,000 |  |  |  | - |  |  |  | 500,000 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (12,154 | ) |  |  | (12,154 | ) |  |  | - |  |  |  | (12,154 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,011,161 | ) |  |  | - |  |  |  | (1,011,161 | ) |  |  | 549 |  |  |  | (1,010,612 | )
Balance at March 31, 2025 |  |  | 31,778,032 | * |  | $ | 31,778 | * |  | $ | 15,086,077 | * |  | $ | (17,613,999 | ) |  | $ | (81,081 | ) |  | $ | (2,577,225 | ) |  | $ | (24,404 | ) |  | $ | (2,601,629 | )
Balance |  |  | 31,778,032 | * |  | $ | 31,778 | * |  | $ | 15,086,077 | * |  | $ | (17,613,999 | ) |  | $ | (81,081 | ) |  | $ | (2,577,225 | ) |  | $ | (24,404 | ) |  | $ | (2,601,629 | )

* | 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 unaudited condensed consolidated financial statements.

5

ABUNDIA GLOBAL IMPACT GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |
Net loss |  | $ | (5,229,104 | ) |  | $ | (1,010,612 | )
Adjustments to reconcile net loss to net cash used in operations: |  |  |  |  |  |  |  |
Depreciation, depletion and amortization |  |  | 70,202 |  |  |  | 4,218 |
Equity compensation |  |  | 211,122 |  |  |  | - |
Write off of application costs incurred on abandoned patent applications |  |  | 283,927 |  |  |  | - |
Change in fair value of warrant liability |  |  | - |  |  |  | 5,453 |
Amortization of operating lease ROU |  |  | 12,230 |  |  |  | - |
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Increase in accounts receivable |  |  | (29,530 | ) |  |  | - |
Increase in government grant receivable |  |  | - |  |  |  | (485,783 | )
Decrease in prepaid expenses |  |  | 239,369 |  |  |  | 5,064 |
Decrease (increase) in other current assets |  |  | 9,538 |  |  |  | (50,000 | )
Increase in accounts payable and accrued expenses |  |  | 765,264 |  |  |  | 311,317 |
Increase in accrued interest payable |  |  | 98,630 |  |  |  | 98,630 |
(Decrease) increase in other payables |  |  | (191,455 | ) |  |  | 269 |
Net cash used in operating activities |  |  | (3,759,807 | ) |  |  | (1,121,444 | )
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |
Payments related to patent application costs |  |  | (94,283 | ) |  |  | (217,639 | )
Purchase of fixed assets |  |  | (1,670,808 | ) |  |  | - |
Net cash used in investing activities |  |  | (1,765,091 | ) |  |  | (217,639 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |
Capital contribution by former majority member of AGIG |  |  | - |  |  |  | 500,000 |
Proceeds from note payable - related party |  |  | - |  |  |  | 885,000 |
Repayment of note payable - related party |  |  | (3,500,000 | ) |  |  | (200,000 | )
Proceeds from equity line of credit draw downs |  |  | 2,569,097 |  |  |  | - |
Shares issued for cash consideration |  |  | 19,998,199 |  |  |  | - |
Transaction fees paid for share issuance |  |  | (1,610,000 | ) |  |  |  |
Exercise of pre-funded warrants |  |  | 1,801 |  |  |  | - |
Payment to settle disputed placement agent fees for prior year stock sales |  |  | (400,000 | ) |  |  | - |
Net cash provided by financing activities |  |  | 17,059,097 |  |  |  | 1,185,000 |
Effect of exchange rate changes |  |  | 46,346 |  |  |  | (12,154 | )
Net Change in Cash and Cash Equivalents |  |  | 11,580,545 |  |  |  | (166,237 | )
Cash, beginning of period |  |  | 4,618,621 |  |  |  | 525,809 |
Cash, end of period |  | $ | 16,199,166 |  |  | $ | 359,572 |
Interest paid |  | $ | 93,917 |  |  | $ | - |
Tax paid |  | $ | - |  |  | $ | - |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES |  |  |  |  |  |  |  |
Purchase of fixed assets funded by accounts payable and accruals |  | $ | 1,007,853 |  |  | $ | - |
Options and restricted share awards for accrued equity compensation liability |  | $ | 736,563 |  |  | $ | - |

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

6

ABUNDIA GLOBAL IMPACT GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION

On 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”).

After the Share Exchange, the Company primarily operates as a technology solutions company in the recycling and renewable energy, environmental change, fuels and chemicals sectors. The Company, through its now wholly owned subsidiary, AGIG, is focused on using waste products to decarbonize the energy, fuels and chemicals sector by providing renewable or recycled alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place.

NOTE 2 – GOING CONCERN

The Company’s consolidated financial statements are prepared following accounting principles generally accepted in the 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 $51,284,231 as of March 31, 2026. For the three months ended March 31, 2026, the Company’s legacy HUSA business generated revenue of $132,965 from oil and gas related activities. For the three months ended March 31, 2026, the Company reported a net loss of $5,229,104. No assurances can be given that the Company’s share price or that the volume of shares traded will be sufficient for the Company to be able to draw down sufficient funds under its Equity Line of Credit 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 these unaudited condensed consolidated financial statements are issued.

7

NOTE 3 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and the following subsidiary companies from the date of their formation or incorporation:

SCHEDULE OF COMPANY AND ITS SUBSIDIARIES

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 | %

* | 100% ownership through June 30, 2025
** | 77.5% ownership through October 6, 2025

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

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications are for presentation purposes only and have no effect on the Company’s net income or financial position in any of the periods presented.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet information as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

8

Recent Accounting Pronouncements

Adopted Standards

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods with updates to be applied on a prospective basis. The Company adopted ASU 2025-05 as of January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company’s financial statements.

Not Yet Adopted Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations, or financial statement disclosures.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenues from Contracts with Customers (Topic 606)—Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this ASU revise the master glossary definition of the term performance condition for share-based consideration payable to a customer. Further, the amendments in this ASU clarify that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this ASU clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026, with updates to be applied on a retrospective or modified retrospective basis Early adoption is permitted for all entities. The Company is currently evaluating the impact of ASU 2025-04 on its consolidated financial statements.

9

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The ASU establishes authoritative guidance in GAAP about accounting for government grants received by business entities, clarifies the appropriate accounting, in an effort to reduce diversity in practice, and increase consistency of application across business entities. The ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Adoption of this ASU may be applied on a modified prospective approach, a modified retrospective approach, or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied by either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.

NOTE 4 – ACQUISITION

On July 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG LLC from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of Common Stock, which was 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 at the time of the closing. Total consideration transferred was $21.7 million.

The Share Exchange was accounted for as a reverse acquisition in accordance with GAAP within ASC Topic 805, Business Combinations (“ASC 805”), whereby AGIG LLC, the legal acquiree, is considered the accounting acquirer and the Company, the legal acquirer, is treated as the acquired company for financial reporting purposes. AGIG LLC was considered the accounting acquirer as its controlling shareholder, Abundia Financial, will hold approximately 84.9% of the issued and outstanding common stock and was deemed a controlling shareholder of the Company following the Share Exchange.

We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the Share Exchange. The preliminary purchase price allocations were comprised of the components presented below, which represent the preliminary determination of the fair value of the assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities and the allocation of goodwill to reporting units will be completed within the measurement period in accordance with FASB ASC Topic 805.

10

The preliminary purchase price allocation is as follows:

SCHEDULE OF ACQUISITION

Fair value of net assets acquired |  |  |  |
Fair value of net assets acquired |  |  |  |
Cash and cash equivalents |  | $ | 6,951,006 |
Accounts receivable |  |  | 32,906 |
Prepaid expenses - others |  |  | 483,810 |
Oil and gas properties, full cost method |  |  | 1,362,248 |
Refundable acquisition deposit |  |  | 160,000 |
Other assets |  |  | 3,167 |
Goodwill |  |  | 12,986,150 |
Total Assets Acquired |  |  | 21,979,287 |
Accounts payable and accrued liabilities |  |  | (193,266 | )
Other payables |  |  | (19,581 | )
Asset retirement obligation |  |  | (32,248 | )
Total Liabilities Assumed |  |  | (245,095 | )
Total Purchase Price |  | $ | 21,734,192 |

Goodwill resulting from the Share Exchange reflects the benefits expected to be gained from the Company’s public company status and governance infrastructure which will enable the Company to gain access to public sources of capital that can then be used in the deployment and development of their suite of technologies that will assist in the evolution of fuel, chemical and waste markets, providing commercial alternatives and sustainable products.

The goodwill arising on the Share Exchange is not deductible for tax purposes.

The Company incurred $13,081,201 of acquisition-related expenses related to the transaction during the year ended December 31, 2025, $12,390,253 of this was a success fee paid by the controlling shareholder on behalf of the Company, the remaining $690,948 of acquisition-related expenses are included in general and administrative expenses. No further acquisition-related expenses were incurred during the three months ended March 31, 2026.

The operating results of the Company’s legacy business were included in the consolidated results of operations from the date of the Share Exchange. The consolidated financial statements for the year ended December 31, 2025 include revenues and net loss of $410,632 and $20,152,734, respectively, for the period from the closing date of the Share Exchange through December 31, 2025.

The following unaudited pro forma financial information presents the combined results of operations for the Company and AGIG for the three months ended March 31, 2025 The unaudited condensed consolidated pro forma results of operations are as follows:

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION

|  | 2025 |
|  | Three Months Ended March 31, 2025 |
Revenue |  | $ | 102,345 |
Net loss |  | $ | (19,783,723 | )

The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the transaction as though it had occurred on January 1, 2025, and includes adjustments for acquisition and other transaction costs. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the transaction had occurred on January 1, 2025, nor is it indicative of future operating results.

NOTE 5 – SEGMENT REPORTING

Upon completion of the Share Exchange, the Company re-evaluated its reporting segments. The Company determined it has two reporting segments on the basis of its operations, products, and the economic characteristics of each of its operating segments and corresponds to the manner in which its Chief Operating Decision Maker (“CODM”) reviews and evaluates performance to make decisions about resources to be allocated to the segment. As a result, the Company’s segment structure has been reassessed and now reflects the Company’s legacy O&G operations as well as its newly added emerging renewables initiatives (“Renewables”).

11

The O&G segment generates revenue from oil and gas operations whereas Renewables is in the pre-revenue stage, primarily incurring research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. The CODM is a committee including the Company’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.

The Company measures and evaluates its reportable segments based on their respective adjusted net income (loss), general and administrative expenses, research and development costs, and professional fees. The Company excludes certain corporate-related expenses and certain transactions or adjustments that the CODM considers to be non-operational, such as changes in fair value of warrant liabilities, restructuring charges, interest expense and income and amounts related to depreciation, depletion and amortization expense. Although these amounts are excluded, they are included in reported Loss before income taxes within the accompanying unaudited consolidated statements of operations and are included in the reconciliation below. The CODM uses segment adjusted net loss in the budget and forecasting process and to monitor budgets versus actual results, which are used in assessing the performance of the reportable segments and to allocate resources across the reportable segments. The balance sheet is presented on a consolidated basis, as the CODM does not use segment specific asset or liability information, including fixed assets, to assess performance. As a result, segment asset and liability details are disclosed at the aggregate level.

A reconciliation of net loss for the reportable segments to the applicable line items within the accompanying consolidated statements of operations is as follows.

SCHEDULE OF SEGMENT REPORTING INFORMATION

|  | O&G |  |  | Renewables |  |  | Total |
|  | Three Months Ended March 31, 2026 |
|  | O&G |  |  | Renewables |  |  | Total |
Revenue |  | $ | 132,965 |  |  | $ | - |  |  | $ | 132,965 |
Segment expense: |  |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  |  | - |  |  |  | 4,582,553 |  |  |  | 4,582,553 |
Research and development costs |  |  | - |  |  |  | 208,787 |  |  |  | 208,787 |
Operating lease expense and severance tax |  |  | 125,662 |  |  |  | - |  |  |  | 125,662 |
Adjusted segment operating income (loss) |  |  | 7,303 |  |  |  | (4,791,340 | ) |  |  | (4,784,037 | )
Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” |  |  |  |  |  |  |  |  |  |  |  |
Depreciation, depletion and amortization |  |  | 64,749 |  |  |  | 5,453 |  |  |  | 70,202 |
Write off of application costs incurred on abandoned patent applications |  |  | - |  |  |  | 283,927 |  |  |  | 283,927 |
Grant income |  |  |  |  |  |  |  |  |  |  |  |
Changes in fair value of warrant liability |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | - |  |  |  | 158,985 |  |  |  | 158,985 |
Interest income |  |  | - |  |  |  | (67,564 | ) |  |  | (67,564 | )
Foreign currency gain |  |  | - |  |  |  | (483 | ) |  |  | (483 | )
Loss before income taxes |  | $ | (57,446 | ) |  | $ | (5,171,658 | ) |  | $ | (5,229,104 | )

12

|  | O&G |  |  | Renewables |  |  | Total |
|  | Three Months Ended March 31, 2025 |
|  | O&G |  |  | Renewables |  |  | Total |
Revenue |  | $ | - |  |  | $ | - |  |  | $ | - |
Segment expense: |  |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  |  | - |  |  |  | 992,599 |  |  |  | 992,599 |
Research and development costs |  |  | - |  |  |  | 607,368 |  |  |  | 607,368 |
Adjusted segment operating loss |  |  | - |  |  |  | (1,599,967 | ) |  |  | (1,599,967 | )
Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes” |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | - |  |  |  | 4,218 |  |  |  | 4,218 |
Interest expense |  |  | - |  |  |  | 98,630 |  |  |  | 98,630 |
Grant income |  |  | - |  |  |  | (691,207 | ) |  |  | (691,207 | )
Changes in fair value of warrant liability |  |  | - |  |  |  | 5,453 |  |  |  | 5,453 |
Foreign currency gain |  |  | - |  |  |  | (6,449 | ) |  |  | (6,449 | )
Loss before income taxes |  | $ | - |  |  | $ | (1,010,612 | ) |  | $ | (1,010,612 | )

Oil and gas revenues and expenses for the legacy HUSA business have been included in the statement of operations from July 1, 2025. See Note 4 – Acquisition above.

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Depreciation, depletion and amortization: |  |  |  |  |  |  |  |
O&G |  | $ | 64,749 |  |  | $ | - |
Renewables |  |  | 5,453 |  |  |  | 4,218 |
Consolidated depreciation, depletion and amortization expense |  | $ | 70,202 |  |  | $ | 4,218 |

|  | March 31, 2026 |  |  | December 31, 2025 |
|  | March 31, 2026 |  |  | December 31, 2025 |
Assets: |  |  |  |  |  |  |  |
O&G |  | $ | 759,743 |  |  | $ | 794,963 |
Renewables |  |  | 44,865,783 |  |  |  | 31,060,466 |
Total assets of reportable segments |  | $ | 45,625,526 |  |  | $ | 31,855,429 |

NOTE 6 – OIL AND GAS REVENUE

The following table disaggregates revenue by significant product type for the three months ended March 31, 2026, and 2025:

SCHEDULE OF REVENUE BY MAJOR CUSTOMERS BY REPORTING SEGMENTS

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Oil sales |  | $ | 17,566 |  |  | $ | - |
Natural gas sales |  |  | 20,576 |  |  |  | - |
Natural gas liquids sales |  |  | 94,823 |  |  |  | - |
Total revenue from customers |  | $ | 132,965 |  |  | $ | - |

13

Oil and gas revenues for the legacy HUSA business have been included in the statement of operations from July 1, 2025. See Note 4 – Acquisition above.

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of March 31, 2026, or 2025.

NOTE 7 - GRANT INCOME

Grant income relates to a grant awarded by the UK government to the Company’s UK subsidiary, Abundia Biomass-to-Liquids Limited, under its Advance Fuel Fund competition for the development of sustainable aviation fuel production plants in the UK. The total grant amount awarded was £4,484,431 ($5,400,000) for the period October 31, 2023 until March 31, 2025, and was delivered as a reclaim for eligible project-related expenditure paid each quarter.

The grant reimbursed the Company for pre-approved eligible project research and development costs, related professional fees and general and administrative costs. These costs were included in the Company’s operating expenses in the Company’s consolidated statements of operations. The eligible expenses for reimbursement also include a 20% mark up on certain related administrative and staff costs.

During the three-month periods ending March 31, 2026, and 2025, the Company incurred $nil and $691,207, respectively, in expenditure eligible for reimbursement which has been recognized as grant income in other income in the consolidated statements of operations.

The term of the grant was completed on March 31, 2025, and no further grant income is expected at this time.

NOTE 8 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

|  | Estimated Useful Life |  | March 31, 2026 |  |  | December 31, 2025 |
Cost |  |  |  |  |  |  |  |  |  |
Land |  | Indefinite |  | $ | 8,576,854 |  |  | $ | 8,576,854 |
Oil and gas properties |  | Based on units of production |  |  | 930,350 |  |  |  | 1,362,250 |
Impairment |  |  |  |  | - |  |  |  | (431,900 | )
Oil and gas properties net of impairment |  | Based on units of production |  |  | 930,350 |  |  |  | 930,350 |
Construction in progress |  | N/A |  |  | 3,309,491 |  |  |  | 630,830 |
Computer equipment |  | 3 years |  |  | 3,603 |  |  |  | 3,603 |
Total cost |  |  |  | $ | 12,820,298 |  |  | $ | 10,141,637 |
Accumulated depreciation and depletion |  |  |  |  | (260,665 | ) |  |  | (195,916 | )
Property and equipment, net |  |  |  | $ | 12,559,633 |  |  | $ | 9,945,721 |

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Land

On July 11, 2025, the Company completed the purchase of a 25-acre site at the Cedar Port Industrial Park (“The Cedar Port Property”) located in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of $8,576,854.

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.

As land is considered to have an indefinite life, no depreciation has been recognized in respect of this asset

Oil and gas properties

Substantially, all of the Company’s oil and gas properties are located in Texas.

During the three months ended March 31, 2026 and 2025, the Company recorded a depletion expense in the O & G segment of $64,749 and $nil, respectively

Construction in Progress

The Company has commenced the construction of its first plastics recycling plant on its property in Baytown, Texas, transforming plastic waste into pyrolysis oil. Construction in progress of $3,309,491 and $630,830 was recorded as of March 31, 2026 and December 31, 2025, respectively. The first phase of the construction in progress is scheduled to be completed by June 30, 2026.

No depreciation is recognized while assets are under construction.

Computer equipment

During the three months ended March 31, 2026, and 2025, the Company recorded depreciation expense on the Renewables segment of $nil and $296, respectively, in respect of its computer equipment.

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NOTE 9 – CAPITALIZED PATENT COSTS

The Company has applied for a number of patents and a trademark relating to its proposed business plan.

SCHEDULE OF PATENT APPLICATIONS

|  | Weighted Average Remaining Useful Life (in years) |  |  | Cost |  |  | Accumulated Amortization |  |  | Net Book Value |
March 31, 2026 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pending patent applications |  |  | N/A |  |  | $ | 807,650 |  |  | $ | - |  |  | $ | 807,650 |
Granted patents |  |  | 17.9 |  |  |  | 435,847 |  |  |  | (40,299 | ) |  |  | 395,548 |
Total patent costs |  |  |  |  |  | $ | 1,243,497 |  |  | $ | (40,299 | ) |  | $ | 1,203,198 |
December 31, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pending patent applications |  |  | N/A |  |  | $ | 1,069,914 |  |  | $ | - |  |  | $ | 1,069,914 |
Granted patents |  |  | 18.1 |  |  |  | 363,227 |  |  |  | (34,846 | ) |  |  | 328,381 |
Total patent costs |  |  |  |  |  | $ | 1,433,141 |  |  | $ | (34,846 | ) |  | $ | 1,398,295 |

During the three months ending March 31, 2026 and 2025, the Company recognized amortization expense in its Renewables segment in respect of granted patents of $5,453 and $3,922, respectively.

During the three months ending March 31, 2026 and 2025, the Company wrote off application costs incurred on abandoned patent applications in its Renewables segment of $283,927 and $nil, respectively.

As of March 31, 2026, expected amortization expense for granted patents for the next five years thereafter are as follows:

SCHEDULE OF EXPECTED AMORTIZATION EXPENSE

|  | As of March 31, 2026 |
2026 (remainder of the year) |  | $ | 16,344 |
2027 |  |  | 21,792 |
2028 |  |  | 21,792 |
2029 |  |  | 21,792 |
2030 |  |  | 21,792 |
Thereafter |  |  | 292,036 |
Total |  | $ | 395,548 |

NOTE 10 – NOTES AND CONVERTIBLE NOTE PAYABLE

SCHEDULE OF NOTES AND CONVERTIBLE NOTE PAYABLE

NOTE AND CONVERTIBLE NOTES PAYABLE DUE WITHIN 1 YEAR |  | March 31, 2026 |  |  | December 31, 2025 |
AGIG convertible note payable |  | $ | 5,000,000 |  |  | $ | - |
Accrued interest on AGIG convertible note payable |  |  | 1,358,904 |  |  |  | - |
BFH AGIG note payable – related party |  |  | 435,000 |  |  |  | 435,000 |
BFH HUSA note payable – related party |  |  | - |  |  |  | 3,500,000 |
Accrued interest on BFH HUSA note payable – related party |  |  | - |  |  |  | 33,562 |
Notes payable |  | $ | 6,793,904 |  |  | $ | 3,968,562 |
NOTE AND CONVERTIBLE NOTE PAYABLE DUE GREATER THAN 1 YEAR |  |  |  |  |  |  |  |
AGIG convertible note payable |  | $ | - |  |  | $ | 5,000,000 |
Accrued interest on AGIG convertible note payable |  |  | - |  |  |  | 1,260,274 |
Convertible note payable non-current |  | $ | - |  |  | $ | 6,260,274 |
TOTAL NOTE AND CONVERTIBLE NOTES PAYABLE |  | $ | 6,793,904 |  |  | $ | 10,228,836 |

16

As of March 31, 2026 and December 31, 2025, the weighted average interest rate on the Company’s notes and convertible notes payable was 7.4% and 7.2%, respectively.

Future annual repayment of notes – related party, convertible notes and accrued interest as of March 31, 2026 is as follows:

SCHEDULE OF FUTURE ANNUAL REPAYMENT OF NOTES To RELATED PARTY, CONVERTIBLE NOTES AND ACCRUED INTEREST

Years ended December 31, |  |  |  |
Due on demand |  | $ | 435,000 |
2027 |  |  | 6,358,904 |
Present value of minimum payments |  | $ | 6,793,904 |

AGIG Convertible Note Payable

Effective November 7, 2022, AGIG LLC issued a $5,000,000 convertible promissory note (the “AGIG Convertible Note”) with an interest rate of 8%. Repayment or conversion of this note into equity securities of AGIG LLC occurs as follows (a) repayment at the Maturity date of November 7, 2023, or (b) at the lender’s sole option, conversion of the outstanding principal and interest into equity securities of AGIG LLC, upon the closing of a private offering of AGIG LLC, equity securities (“Next Round Funding”). If the lender exercises its option to convert the AGIG Convertible Note into equity securities, the AGIG Convertible Note is convertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the outstanding AGIG Convertible Note balance. The Company had the option to extend the maturity date of the AGIG Convertible Note by 12 months with the mutual consent of the lender. On September 29, 2025, the maturity date on the AGIG convertible note payable was extended to January 1, 2027. Consequently, during the first quarter of 2026 the AGIG Convertible Note was reclassified from being a long term liability to a current liability.

During the three months ending March 31, 2026, and 2025, the Company recognized interest expense of $98,630 in both periods.

As of March 31, 2026 and December 31, 2025, the balance of the outstanding AGIG Convertible Note, together with accrued interest was $6,358,904 and $6,260,274, respectively.

As of March 31, 2026 and December 31, 2025, the effective annual interest yield on the AGIG Convertible Note was 8%.

BFH AGIG Note Payable - Related Party

Effective February 28, 2025, BFH (a related party) advanced $885,000 to the Company by way of a note payable. The note payable is interest-free, due and payable in full on or before the 120th day following the date of funding (the “Maturity Date”) and was collateralized by the grant receivable from the UK government’s Advance Fuel Fund. The Company was required to repay the note payable in tranches before the Maturity Date from grant reimbursement funds received by the Company under its grant receivable.

17

During the three months ended March 31, 2025, $200,000 was repaid in respect of the BFH AGIG Note Payable - Related Party.

A further $250,000 was repaid on the BFH AGIG Note Payable - Related Party on May 23, 2025.

Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.

3i HUSA Convertible Note

On July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (“3i”), pursuant to which the Company issued a senior secured convertible note in the original principal amount of $5,434,783 (the “3i HUSA Convertible Note”) with 8.0% original issue discount and received $5,000,000 in cash. The Company used the net proceeds from the 3i HUSA Convertible Note, together with cash on hand, to finance the acquisition of a 25-acre site in Baytown, Texas.

During the year ended December 31, 2025, the Company made prepayments on the 3i HUSA Convertible Note using proceeds from its equity line of credit, registered direct offerings, and proceeds from the issuance of debt to Bower Family Holdings, LLC (“BFH”), a related party. The Company fully extinguished the remaining principal balance of the 3i HUSA Convertible Note during the fourth quarter of 2025. Total cash payments made during the year ended December 31, 2025 amounted to $5,994,139.

As a result of these prepayments and the extinguishment of the debt, the Company recognized a total loss on debt extinguishment of $880,379 in the consolidated statements of operations for the year ended December 31, 2025. This loss consisted of the write-off of unamortized debt discount of $321,023 and prepayment premiums of $559,356.

During the year ended December 31, 2025, the Company recognized interest expense of $225,600 related to the 3i HUSA Convertible Note, which included $113,760 attributable to the amortization of the debt discount.

BFH HUSA Note Payable – Related Party

On November 12, 2025, in exchange for BFH (a related party) paying $3,500,000 to prepay, on behalf of the Company, a portion of the 3i HUSA Convertible Note per contractual terms of the 3i HUSA Convertible Note, the Company issued to BFH a new senior secured note in the original principal amount of $3,500,000 (the “BFH HUSA Note”).

The BFH HUSA Note carried interest at 7.0% per annum and had a stated maturity date 12 months from the date of issuance, unless earlier prepaid in accordance with its terms. Repayment was required to be made in cash on the maturity date. While any portion of the BFH HUSA Note was outstanding, if the Company carried out any subsequent placements, the Company would be required to first use 40.0% of the net proceeds to repay 105% of the outstanding balance of the BFH HUSA Note in cash plus accrued and unpaid charges (if any). Accumulated interest was required to be paid in cash on a quarterly basis.

In the event of a change of control, the Company was required to prepay 100.0% of the aggregate outstanding amount of the BFH HUSA Note plus the make-whole amount in cash upon closing of the change of control transaction. The BFH HUSA Note was subject to customary Events of Default. In the event of a default, interest would accrue at the lesser of 18.0% per annum or the maximum legal rate.

The BFH HUSA Note was secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement was pari passu in priority with any existing debt obligations.

During the year ended December 31, 2025, the Company accrued interest payable of $33,562 in respect of this loan.

As of December 31, 2025, the balance of the outstanding BFH HUSA Note, together with accrued interest, was $3,533,562 and the effective annual interest yield on this note was 7%.

During the three months ending March 31, 2026, the Company accrued $60,355 in respect of this loan.

Effective March 31, 2026, the Company repaid the entire $3,500,000 principal balance of the BFH HUSA Note, together with accrued interest of $93,917.

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NOTE 11 – WARRANT LIABILITIES

Effective November 7, 2022, AGIG issued the $5,000,000 AGIG Convertible Note. As part of the funding agreement the Company agreed that, in the event of a Next Round Funding, the Company would issue a warrant with a term of 5 years to the lender to purchase $5,000,000 worth of the securities issued in the Next Round Funding with an exercise price equivalent to 80% of the price paid by investors in the Next Round Funding.

The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the warrants failed the indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number of shares based on future financing terms. Specifically, should AGIG, undertake a Next Round Funding before the maturity date, the note holder will receive equity warrants to purchase securities issued in the Next Round Funding at an aggregate value of $5,000,000, with an exercise price equal to 80% of the price paid by investors in the offering. This embedded feature represents a deemed redemption feature due to the substantial premium received by the note holder. As a result, the Company concluded that the redemption features require bifurcation from the convertible note and subsequent accounting as a freestanding warrant liability in accordance with ASC 815-40. The warrants had a fair value of $1,866,243 on issuance and were classified as liabilities with a corresponding decrease to the AGIG Convertible Note outstanding balance of $5,000,000 as a discount resulting in Debt Net of Discount Balance of $3,133,757. This discount was recognized over the initial one-year term of the AGIG Convertible Note as interest expense to par using the effective interest method as noted above. The effective interest rate was 42.10%. The debt discount had been fully amortized during the financial year ended December 31, 2025

Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration.

The estimated fair value of the warrants was calculated using the Black Scholes model with the assumptions set out below, weighted for management’s estimate of the probability of a Next Round Funding being completed and discounted back to the valuation date using estimated venture capital rates of return.

SCHEDULE OF FAIR VALUE WARRANT

Input |  | March 31, 2026 |  |  | December 31, 2025 |
Expected term |  |  | 5 years |  |  |  | 5 years |
Principal |  |  | 5,000,000 |  |  |  | 5,000,000 |
Exercise price |  |  | 4,000,000 |  |  |  | 4,000,000 |
Volatility |  |  | 71.7 | % |  |  | 70.9 | %
Dividend yield |  |  | 0 | % |  |  | 0 | %
Risk free rate of return |  |  | 3.85 | % |  |  | 3.60 | %
Estimated probability of occurrence of a Next Round Funding |  |  | 0 | % |  |  | 0 | %
Estimated venture capital rates of return |  |  | 78.4 | % |  |  | 77.2 | %

The completion of the Share Exchange on July 1, 2025, has allowed the Company to access capital markets as evidenced in the Equity Line of Credit Agreements and Convertible Note. Consequently, effective June 30, 2025, AGIG estimated the ongoing probability of the occurrence of a Next Round Funding as remote and accordingly the estimated fair value of the warrants was determined to be $0 on an ongoing basis.

AGIG Plastics to Liquids LLC

Effective September 24, 2021, AGIG Plastics to Liquids LLC, a wholly owned subsidiary of AGIG, entered into a technology license and services agreement with a third-party technology provider. As part of the agreement, AGIG Plastics to Liquids LLC issued a warrant to the licensor to acquire the number of membership units in AGIG Plastics to Liquids LLC equivalent to 1.5% of its fully diluted capitalization. The warrant has an exercise price of $0.01 per membership unit, a term of 10 years and is exercisable in the event of a change of control or public listing of AGIG Plastics to Liquids LLC or its parent.

The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the warrants failed the indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number of shares. Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statements of operations until their exercise or expiration. However, no fair value has been assigned to these warrants as AGIG Plastics to Liquids LLC has no equity, no planned operations, and consequently only nominal projected value.

Effective July 1, 2025, upon the completion of the Share Exchange, this warrant became exercisable and membership units representing 1.5% of AGIG Plastics to Liquids LLC fully diluted capitalization were issued to the warrant holder.

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NOTE 12 - FAIR VALUE MEASUREMENTS

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, government grant receivables, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value given the short-term nature of these instruments.

The carrying amounts of the Company’s notes payable approximate their fair values as they bear prevailing market interest rates.

Recurring Fair Value Measurements

The fair value of financial instruments measured on a recurring basis as of March 31, 2026 and December 31, 2025 consisted of the following:

SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS MEASURED ON RECURRING BASIS

Description |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total March 31, 2026 |
Warrant liabilities |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |

Description |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total December 31, 2025 |
Warrant liabilities |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |

The changes in the fair value of the warrant liabilities for the years ended March 31, 2026 and 2025 are summarized as follows:

SCHEDULE OF CHANGES IN FAIR VALUE OF WARRANT LIABILITIES

Fair value at December 31, 2025 |  | $ | - |
Change in fair value of warrant liabilities |  |  | - |
Fair value at March 31, 2026 |  | $ | - |
Fair value at December 31, 2024 |  | $ | 45,965 |
Change in fair value of warrant liabilities |  |  | 5,453 |
Fair value at March 31, 2025 |  | $ | 51,418 |

Non-recurring Fair Value Measurements

Certain assets, including long-lived assets and certain financial instruments, are measured at fair value on a non-recurring basis if it is determined that impairment indicators are present using Level 3 inputs.

During the three months ended March 31, 2026 and 2025, the Company determined that no impairment indicators had occurred and consequently no impairments were recorded during these periods.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

From time to time, in the normal course of its operations, the Company is subject to litigation of matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that a liability has been incurred, and the amount of the loss is known. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

Disputed Fees

On February 24, 2026, A.G.P. / Alliance Global Partners asserted it was allegedly owed fees in the amount of $1.4 million in connection with a registered direct offering of the Company’s Common Stock consummated on February 23, 2026, involving a certain investor which A.G.P. has claimed is subject to compensation under tail fee rights, pursuant to a Placement Agency Agreement, dated November 19, 2025 between the Company and A.G.P.

Effective March 25, 2026, the Company settled this dispute with a payment of $400,000 which was recorded in additional paid in capital as placement agent fees relating to the stock sales in the prior year.

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NOTE 14 - CAPITAL STOCK

Reverse Stock Split

On 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.

All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented.

Capital Contributions

During the three months ended March 31, 2026 and 2025, the Company’s controlling shareholder made capital contributions of $nil and $500,000, respectively. These cash contributions were made to support the working capital needs of the Company and were made prior to the completion of the Share Exchange.

ELOC Agreement

On July 10, 2025, the Company entered into 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.

The purchase price per share is equal to 96% of the lowest daily volume-weighted average price during a specified measurement period following each purchase notice. The Company may issue up to 10,000,000 shares of Common Stock (exclusive of the commitment shares issued pursuant to the ELOC Agreement described below) under the ELOC, subject to a (i) 9.99% beneficial ownership cap, 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.

As consideration for the ELOC Investors commitment, the Company agreed to issue a total of 300,000 shares of Common Stock as a commitment fee, consisting of 156,000 shares of Common Stock issued at closing and 144,000 shares of Common Stock issued upon the effectiveness of the registration statement registering all shares of Common Stock issuable pursuant to the ELOC. The value of these shares at the time of issue was $3,342,000. This amount has been recognized in the statement of operations for the year ended December 31, 2025. The Company also entered into a registration rights agreement requiring it to file and maintain an effective resale registration statement for such shares issued under the ELOC.

The ELOC Agreement may be terminated by the Company at any time after commencement, provided the commitment fee and legal fees have been paid. The agreement automatically terminates upon the earlier of (i) full drawdown, (ii) expiration of the 24-month term, (iii) delisting, or (iv) bankruptcy events.

The Company engaged Univest Securities LLC as a placement agent and agreed to pay a cash fee equal to 1.5% of the gross funding amount for each drawdown.

During the three months ended March 31, 2026, the Company issued 868,000 shares of Common Stock under the ELOC Agreement, for proceeds of $2,569,097.

Shares Issued for Cash Consideration

On February 23, 2026, the Company closed an offering pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Offering”), (i) 4,134,175 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,800,543 shares of Common Stock at an exercise price equal to $0.001 per share. The Company received net proceeds of $18,388,199 in respect of this Offering.

Exercise of Pre-Funded Warrants

On March 17, 2026, the Investor referred to in the Offering above, exercised the 1,800,543 Pre-Funded Warrants they received in the Offering. Accordingly, 1,800,543 shares of Common Stock were issued for proceeds of $1,801.

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Disputed Placement Agent Fees

As further discussed in Note 13 Commitments and Contingencies above, effective March 24, 2026, the Company paid $400,000 in disputed placement agent fees in respect of the sale of stock in the prior year and has recorded in additional paid-in capital.

NOTE 15 – EQUITY COMPENSATION

2025 Equity Incentive Plan

As of March 31, 2026 and December 31, 2025, there were, respectively, 252,784 and 630,000 shares of common stock available for issuance pursuant to future stock or option grants under the 2025 Plan.

Stock-based compensation costs recognized under the plan were 211,123 and $nil for the three-months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there is no accrued stock compensation for awards earned and not granted. As of December 31, 2025, the Company had accrued $736,563 in respect of accrued stock bonuses and restricted stock / option awards to be granted in 2026 under the 2025 Plan. During the first quarter of 2026, the equity awards related to the accrued expenses were granted and reclassified to equity.

Stock Options Issued and Outstanding

A summary of stock option activity during the three months ended March 31, 2026 is presented in the table below:

SCHEDULE OF OPTION ACTIVITY

|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term |  |  | Aggregate Intrinsic Value |
Outstanding, December 31, 2025 |  |  | 87,274 |  |  | $ | 19.26 |  |  |  | 5.6 |  |  | $ | - |
Granted |  |  | 75,394 |  |  | $ | 2.79 |  |  |  | 9.8 |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding, March 31, 2026 |  |  | 162,668 |  |  | $ | 11.62 |  |  |  | 7.4 |  |  | $ | - |
Exercisable, March 31, 2026 |  |  | 107,048 |  |  | $ | 16.06 |  |  |  | 6.2 |  |  | $ | - |

SUMMARY OF NON-VESTED STOCK OPTIONS ACTIVITY FOR EMPLOYEES AND CONSULTANTS

|  | Number of Options |  |  | Weighted Average Grant-Date Fair Value |  |  | Aggregate Intrinsic Value |  |  | Grant-Date Fair Value |
Nonvested, December 31, 2025 |  |  | 6,313 |  |  | $ | 7.17 |  |  | $ | - |  |  | $ | 45,247 |
Granted |  |  | 75,394 |  |  | $ | 2.65 |  |  |  | - |  |  |  | 199,527 |
Vested |  |  | (26,087 | ) |  | $ | 3.48 |  |  |  | - |  |  |  | (90,864 | )
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Nonvested, March 31, 2026 |  |  | 55,620 |  |  | $ | 2.77 |  |  | $ | - |  |  | $ | 153,904 |

The aggregate intrinsic value for the stock options was $nil because exercise prices of the outstanding options exceeded the market price of the Company’s common stock at March 31, 2026.

The grant date fair value of the options granted was calculated using the Black-Scholes pricing model with the following assumptions: 116.43% - 121.86% volatility, risk free interest rate of 3.68% - 3.78%, an expected life of ten years and no dividend.

Compensation costs associated with stock options represented $136,122 and $nil of the total share-based payment expense recorded in the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was $67,084 of unrecognized stock-based compensation expense related stock options to be recognized over a weighted average period of 0.33 years.

Restricted Stock Awards

A summary of restricted stock awards during the three months ended March 31, 2026 is presented in the table below:

SCHEDULE OF RESTRICTED STOCK AWARDS

|  | Number of Units |  |  | Weighted Grant Date Fair Value |  |  | Aggregate Intrinsic Value |
Outstanding, December 31, 2025 |  |  | - |  |  | $ | - |  |  | $ | - |
Granted |  |  | 301,822 |  |  | $ | 2.83 |  |  |  | 434,624 |
Vested and to be settled with share issuance |  |  | (237,622 | ) |  | $ | (2.83 | ) |  |  | (342,175 | )
Forfeited |  |  | - |  |  | $ | - |  |  |  | - |
Outstanding, March 31, 2026 |  |  | 64,200 |  |  | $ | 2.80 |  |  | $ | 92,449 |

The weighted average grant date fair value of the restricted stock granted during the three months ended March 31, 2026, was $2.83. The total fair value of restricted stock vested during the three months ended March 31 2026 was $673,233. There were no grants or award vestings during the three months ended March 31 2025.

Compensation costs associated with restricted stock was $75,000 for the three months ended March 31, 2026. There were no restricted stock awards granted during the three months ending March 31, 2025. As of March 31, 2026, there was $100,000 unrecognized compensation costs related to restricted stock to be recognized over the weighted average period of 0.33 years.

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NOTE 16 – WARRANTS ACCOUNTED FOR AS EQUITY

A summary of warrant activity and related information for the three months ended March 31, 2026 is presented below:

SUMMARY OF WARRANT ACTIVITY

|  | Warrants |  |  | Weighted-Average Exercise Price |  |  | Weighted Average Remaining Contractual Term in Years |  |  | Aggregate Intrinsic Value |
Outstanding at December 31, 2025 |  |  | 55,154 |  |  | $ | 7.41 |  |  | $ | 4.7 |  |  | $ | - |
Issued |  |  | 1,919,237 |  |  |  | 0.23 |  |  |  | -* |  |  |  | 2,590,981 | **
Exercised |  |  | (1,800,543 | ) |  |  | 0.001 |  |  |  | -* |  |  |  | (2,590,981 | )**
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding March 31, 2026 |  |  | 173,848 |  |  | $ | 4.88 |  |  |  | 4.7 |  |  | $ | - |
Exercisable at March 31, 2026 |  |  | 55,154 |  |  | $ | 7.41 |  |  |  | 4.4 |  |  | $ | - |

* | the term of the pre-funded warrants was until such time as they were exercised in full.

** | relates to 1,800,543 pre-funded warrants exercisable at $0.001 per share.

The aggregate intrinsic value for the warrants outstanding and exercisable as of March 31, 2026 and December 31, 2025 was $nil because the exercise price of the outstanding warrants exceeded the market price of the Company’s common stock at March 31, 2026.

During the three months ended March 31, 2026, a total of 1,919,237 warrants were issued: 1,800,543 in respect of Pre- Funded Warrants and 118,694 in respect of Placement Agent Warrants. The 1,800,543 Pre-Funded Warrants were exercised in full effective March 24, 2026.

Pre-Funded Warrants

As further discussed above in Note 14 Capital Stock, on February 23, 2026, the Company closed an offering pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Offering”), (i) 4,134,175 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,800,543 shares of Common Stock at an exercise price equal to $0.001 per share.

A holder of Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (or, at the holder’s option upon issuance, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such warrant. The beneficial ownership limitation may be increased at the option of the holder upon 61 days’ prior notice to the Company, provided, however, that, the beneficial ownership limitation may not exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Pre-Funded Warrant.

On March 17, 2026, the Investor referred to in the Offering above, exercised the 1,800,543 Pre-Funded Warrants they received in the Offering. Accordingly, 1,800,543 shares of common were issued for proceeds of $1,801.

Placement Agent Warrants – February 2026

In connection with the Offering, the Company entered into a placement agency agreement (the “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 (the “Placement Agent”) in connection with the Offering. The Company issued 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 (the “Placement Agent Warrants”). The Common Stock Purchase Warrant is exercisable between August 23, 2026 and February 23, 2031 and an exercise price of $3.71 per share. The Common Stock Purchase Warrant has an aggregate fair value of $201,780 that was determined using the Black-Scholes pricing model with the following assumptions: 55.1% volatility, risk free interest rate of 3.56%, an expected life of five years and no dividend. The aggregate fair market value of the Common Stock Purchase Warrant was recorded as an offset to gross proceeds of the Offering and an increase to additional paid-in capital.

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Bridge Loan Warrants

As part of the Share Exchange, the Company acquired a number of warrants that had been issued in conjunction with a bridge loan in the Company before the Share Exchange occurred. Such warrants are exercisable, for a period of ten years, expiring September 18, 2029, to purchase an aggregate of 9,440 shares of Common Stock of the Company at $24.63 per share. There were no warrant exercises in the three months ending March 31, 2026. As of March 31, 2026, there were 9.440 warrants outstanding in relation to the Bridge Loan.

Placement Warrants – November 2025

On November 21, 2025, the Company completed a registered direct offering with certain investors, issuing 2,285,715 shares of its Common Stock at $3.50 per share. In connection with the offering, the Company engaged A.G.P. to act as exclusive placement agent in connection with the offering. Pursuant to the placement agent agreement with A.G.P., in addition to a fixed fee based on gross proceeds, A.G.P. was issued a common stock purchase warrant to purchase 2.0% of the securities sold at an exercise price of 110% of the offering price (the “A.G.P. Warrant”), which was exercisable for 45,714 shares of the Common Stock. The A.G.P. Warrant is exercisable at any time, has a five (5)-year term and an exercise price of $3.85 per share. The A.G.P. Warrant has an aggregate fair value of $63,542 that was determined using the Black-Scholes pricing model with the following assumptions: 57% volatility, risk free interest rate of 3.59%, an expected life of five years and no dividend. The aggregate fair market value of the A.G.P. Warrant was recorded as an offset to gross proceeds of the offering and an increase to additional paid-in capital. There were no warrant exercises in the three months ending March 31, 2026. As of March 31, 2026, there were 45,714 warrants outstanding in relation to the November 2025 Placement warrants.

NOTE 17 – NONCONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARIES

Abundia Biomass to Liquids Limited

From the date of its formation, Abundia Biomass to Liquids Limited was owned 77.5% by the Company and 22.5% by a former officer of the Company.

During the three months ended March 31, 2025, $549 of the net income arising in Abundia Biomass to Liquids Limited was attributable to the 22.5% non-controlling interest in the subsidiary.

Effective October 26, 2025, the noncontrolling interest in Abundia Biomass to Liquids Limited was cancelled with the consent of the former officer of the Company as part of his separation agreement with the Company.

AGIG Plastics to Liquids LLC

From the date of its formation Abundia Plastics to Liquids LLC was owned 100% by the Company.

Effective July 1, 2025, following the Share Exchange, a warrant issued to one of our technology providers vested and was exercised resulting in the technology provider becoming a 1.5% interest holder in Abundia Plastics to Liquids LLC.

Since formation, Abundia Plastics to Liquids LLC has not recognized any income or incurred any expenses and has had no net assets.

Accordingly, the non-controlling interest in Abundia Plastics to Liquids LLC has no value at this time.

NOTE 18 – LOSS PER COMMON SHARE

Loss per common share-basic is calculated by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Net loss per common share-diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing net loss by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially dilutive securities. Net income per common share-diluted considers the impact of potentially dilutive securities. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share amounts as the effect would be anti-dilutive.

The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.

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The Company analyzed the potential dilutive effect of all its agreements; however, for periods presented, the Company reported a net loss. As a result, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted net loss per share.

The calculations of loss per common share for the periods indicated below were as follows:

SCHEDULE OF EARNINGS (LOSS) PER COMMON SHARE

|  | 2026 |  |  | 2025 |
|  | Three Months Ended March 31, |
|  | 2026 |  |  | 2025 |
Numerator: |  |  |  |  |  |  |  |
Net loss attributable to Abundia Global Impact Group, Inc. |  | $ | (5,229,104 | ) |  |  | (1,011,161 | )
Effect of common stock equivalents |  |  | - |  |  |  | - |
Net loss adjusted for common stock equivalents |  | $ | (5,229,104 | ) |  |  | (1,011,161 | )
Denominator: |  |  |  |  |  |  |  |
Weighted average common shares - basic |  |  | 40,012,656 |  |  |  | 31,778,032 | *
Dilutive effect of common stock equivalents: |  |  |  |  |  |  |  |
Options and warrants |  |  | - |  |  |  | - |
Denominator: |  |  |  |  |  |  |  |
Weighted average common shares - diluted |  |  | 40,012,656 |  |  |  | 31,778,032 | *
Loss per common share - basic |  | $ | (0.13 | ) |  |  | (0.03 | )
Loss per common share - diluted |  | $ | (0.13 | ) |  |  | (0.03 | )

* | 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

For the three months ended March 31, 2026 and 2025, the following warrants, options to purchase shares of common stock, restricted stock awards and approved share awards were excluded from the computation of diluted net loss per common share, as the inclusion of such shares would be anti-dilutive.

SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE

|  | 2026 |  |  | 2025 |
|  | March 31 |
|  | 2026 |  |  | 2025 |
Stock warrants |  |  | 173,848 |  |  |  | - |
Stock options |  |  | 162,668 |  |  |  | - |
Unvested restricted stock awards |  |  | 64,201 |  |  |  | - |
Approved share awards |  |  | 127,500 |  |  |  | - |
Total |  |  | 528,217 |  |  |  | - |

NOTE 19 —GEOGRAPHICAL INFORMATION

The Company currently only has revenues and long-lived assets, net in the United States. Revenues for the three months ended March 31, 2026 and 2025 and long-lived assets as of March 31, 2026 and 2025 are presented below:

SCHEDULE OF REVENUES AND LONG LIVED ASSETS ATTRIBUTABLE TO GEOGRAPHICAL AREA

|  | Three Months ended March 31, 2026 Revenues |  |  | As on March 31, 2026 Long Lived Assets, Net |  |  | Three Months ended March 31, 2025 Revenues |  |  | As on March 31, 2025 Long Lived Assets, Net |
Total |  | $ | 132,965 |  |  | $ | 12,559,633 |  |  | $ | - |  |  | $ | 162 |

NOTE 20 - SUBSEQUENT EVENTS

Acquisition of RPD Technologies Americas, LLC

On April 1, 2026, the Company completed the acquisition of RPD Technologies Americas, LLC (“RPD”) (the “Acquisition”). Pursuant to the Acquisition, the Company entered into a Membership Interest Purchase Agreement with RPD and Abundia Financial, pursuant to which the Company acquired all the issued and outstanding membership interests of RPD from Abundia Financial . Abundia Financial is considered the Company’s controlling shareholder, and it holds approximately 63% of the issued and outstanding shares of common stock of the company. The consideration transferred included a senior secured convertible promissory note with an aggregate principal amount of $4,040,000. The Company agreed to pay interest on the aggregate unconverted and then outstanding principal amount of the convertible note at the rate of ten percent (10%) per annum, occurring on the last business day of each calendar quarter.

RPD is a project development and engineering services firm focused on the design, development, scale-up, and commercialization of technologies in the refining, petrochemical, and renewable energy sectors.

Pursuant to the Acquisition, RPD became a wholly owned subsidiary of the Company. The Acquisition was completed after the balance sheet date and, accordingly, the results of RPD’s operations are not included in the accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2026.

The acquisition will be accounted for as a business combination under common control. The Company is in the process of completing the initial accounting for the acquisition.

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ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This Quarterly Report on Form 10-Q of Abundia Global Impact Group, Inc. (the “Company”) for the quarterly period ended March 31, 2026 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which are intended to be covered by the safe harbors created thereby. To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement, where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.

The actual results or events may differ materially from those anticipated and as reflected in forward-looking statements included herein. Factors that may cause actual results or events to differ from those anticipated in the forward-looking statements included herein include the Risk Factors described in Item 1A herein, in our Annual Report on Form 10-K for the year ended December 31, 2025.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law in the normal course of our public disclosure practices.

Overview

On 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 oil and gas company, focusing 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 of oil and gas assets as well as AGIG LLC’s business.

For accounting purposes, the Share Exchange is treated as a reverse acquisition, with AGIG as the surviving entity. As such, the historical financial statements of the accounting acquirer, AGIG, became the historical consolidated financial statements of the Company.

The Company now primarily operates as a low-carbon energy solutions company. Through our subsidiary, AGIG LLC, the Company is focused on using waste products to decarbonize the energy, fuels, and chemicals sector by providing renewable or recycled alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place. Demand for these low-carbon products continues to grow due to regulatory requirements and industry commitments to decarbonize supply chains.

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Recent Developments

Subsequent Acquisition of RPD Technologies Americas, LLC

On April 1, 2026, the Company completed the acquisition of RPD. Pursuant to the Acquisition, the Company entered into a Membership Interest Purchase Agreement with RPD and Abundia Financial, pursuant to which the Company acquired all the issued and outstanding membership interests of RPD from Abundia Financial. Abundia Financial is considered the Company’s controlling shareholder, and it holds approximately 63% of the issued and outstanding shares of common stock of the company. The consideration transferred included a senior secured convertible promissory note with an aggregate principal amount of $4,040,000. The Company agreed to pay interest on the aggregate unconverted and then outstanding principal amount of the convertible note at the rate of ten percent (10%) per annum, occurring on the last business day of each calendar quarter.

RPD is a project development and engineering services firm focused on the design, development, scale-up, and commercialization of technologies in the refining, petrochemical, and renewable energy sectors.

Because the Acquisition closed after March 31, 2026, the results of RPD’s operations are not included in the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2026. The Acquisition is reflected as a subsequent event and is disclosed in the notes to the unaudited condensed consolidated financial statements. See Note 20 — Subsequent Events.

The Company expects to include the results of RPD’s operations in its consolidated financial statements beginning in the second quarter of 2026. The acquisition will be accounted for as a business combination under common control. The Company is in the process of completing the initial accounting for the acquisition.

Following the closing, the Company began integration planning and expects to incur costs associated with integrating RPD, which may include professional fees and other integration-related costs. The timing and magnitude of any such costs will depend on the pace and scope of integration activities.

Critical Accounting Estimates and Policies

This discussion 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 United States of America. Certain accounting policies are particularly important to the understanding of our financial 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 applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates, including but not limited to business combinations, valuation of warrants, oil and gas reserves, and impairment of long-lived assets. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, observance of trends in the industry, information provided by our customers, and information available from other outside sources, as appropriate. Actual results could materially differ from those estimates. For information regarding our critical accounting policies as well as recent accounting pronouncements, see Note 3 of our unaudited condensed consolidated financial statements.

There have been no changes to our critical accounting estimates from those reported in our Annual Report on 10-K for the fiscal year ended December 31, 2025.

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Results of Operations

The following discussion compares our results of operations for the three months ended March 31, 2026 and 2025. In July 2025, we completed the Share Exchange and transitioned from a legacy oil and gas company to a development-stage low-carbon energy solutions company. As set out in Note 4 – Acquisition, the 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 the consolidated results of operations from the date of the Share Exchange which means that there is no comparative financial information included for this segment.

Revenue. The Oil and Gas segment generates revenue from oil and gas operations whereas Renewables is in pre-revenue stage, primarily incurring research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. Total revenue from the oil and gas segment was $132,965 for the three months ended March 31, 2026.

General and Administrative Expenses. General and administrative expense increased to $4,582,553 during the three months ended March 31, 2026 from $992,599 during the three months ended March 31, 2025. The change in general and administrative expense was attributable to increased compliance costs associated with being a public company as well as increased spend on investor relations and legal costs.

Other Income (Expense). Other income/expense, net, totaled ($90,938) during the three months ended March 31, 2026, compared to $593,573 during the three months ended March 31, 2025. The change in other income/expense is primarily related to the end of the grant and the related income in 2025 with no similar income receivable in 2026.

Financial Condition

Liquidity and Capital Resources. At March 31, 2026, we had a cash balance of $16,199,166 and working capital of $6,604,935, compared to a cash balance of $4,618,621 and working capital of $(1,043,785) at December 31, 2025. This increase was primarily due to the registered direct offering of shares of Common Stock to support working capital.

The Renewables segment of the Company is pre-revenue and will not generate revenue from product sales unless and until we successfully construct and commission the plastics recycling facility. In addition, we will likely incur significant expenses related to engineering and design services, product sales, marketing, and distribution activities.

As a result, we 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 public or private equity offerings and debt financings and other sources, such as potential collaboration agreements, strategic 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, or at all. Our failure to raise capital or enter into such agreements as and when needed could have a material adverse effect on our business, results of operations and financial condition. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

Cash Flows. Operating activities used cash of $3,759,807 during the three months ended March 31, 2026, compared to $1,121,444 used during the three months ended March 31, 2025. The change in cash flows from operating activities was primarily attributable to the increased activities of the combined business, including compliance costs, professional fees and increased staff costs.

Investing. Investing activities used cash of $1,765,091 during the three months ended March 31, 2026, compared to $217,639 used during the three months ended March 31, 2025. The change in cash used for investing activities was primarily attributable to the construction in progress at the Baytown site.

Financing. Financing activities raised cash of $17,059,097 during the three months ended March 31, 2026, compared to $1,185,000 raised during the three months ended March 31, 2025. The change in cash received from financing activities was primarily attributable to the registered direct offering in February 2026.

Long-Term Liabilities. At March 31, 2026, we had long-term liabilities of $173,088 compared to $6,439,464 at December 31, 2025. This reflects the AGIG Convertible Note which matures on January 1, 2027, this means it is now due in less than one-year and recorded as a short-term liability.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements or guarantees of third-party obligations at March 31, 2026.

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ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not required to provide the information required by this Item, as we are a smaller reporting company.

ITEM 4 | CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Company’s Chief Financial Officer who also serves as our principal financial officer, we conducted an evaluation as of March 31, 2026 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 Exchange Act. Based on this evaluation, the Company’s Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026.

This 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.

Changes in Internal Control over Financial Reporting

There were no changes to the internal control over financial reporting of the company identified in connection with the Company’s evaluation referred to above that occurred during the quarter ended March 31, 2026.

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PART II-OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become subject to legal proceedings, claims, or litigation arising in the ordinary course of business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No. |  | Description
4.1 |  | Form of Placement Agent Warrant, dated February 23, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026).
4.2 |  | Form of Pre-Funded Warrant, dated February 23, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026).
10.1 |  | Form of Stock Option Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on January 26, 2026).
10.2 |  | Form of Restricted Stock Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on January 26, 2026).
10.3 |  | Form of Securities Purchase Agreement, dated February 19, 2026, by and between the Company and the purchaser thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026).
10.4 |  | Form of Placement Agency Agreement, dated February 19, 2026, by and between the Company and Titan Partners Group LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026).
31.1* |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
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
101.INS |  | Inline XBRL Instance Document
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

| ABUNDIA GLOBAL IMPACT GROUP, INC.
Date: May 8, 2026 | By: | /s/ Edward Gillespie
|  | Edward Gillespie
|  | Chief Executive Officer
|  | (Principal Executive Officer)
Date: May 8, 2026 | By: | /s/ Lucie Harwood
|  | Lucie Harwood
|  | Chief Financial Officer
|  | (Principal Financial Officer and Principal Accounting Officer)

32