Houston American Energy Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Share Exchange Agreement
As previously disclosed, on February 20, 2025, Houston American Energy Corp., a Delaware corporation (“HUSA” or the “Company”), entered into a share exchange agreement (the “Share Exchange Agreement”) with Abundia Financial, LLC, a Delaware limited liability company (“Abundia Financial”), and Bower Family Holdings, LLC, a North Carolina limited liability company (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”). The AGIG Unitholders are the record and beneficial owners of all the issued and outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”).
Pursuant to the Share Exchange Agreement, HUSA will acquire all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders a number of shares of HUSA common stock equal to 94% of all the issued and outstanding common stock of HUSA at the time of the closing of the Share Exchange Agreement (the “Share Exchange”).
On June 27, 2025, the Company and the AGIG Unitholders entered into an amendment to the Share Exchange Agreement (the “Amendment”). Pursuant to the Amendment, the parties agreed to (i) amend the calculation of the Share Exchange to consider all common stock approved for issuance by the Company under a future equity incentive plan at the time of the closing, contingent upon the approval by the stockholders of HUSA of such future equity incentive plan; and (ii) amend the definition of Outside Date (as defined in the Share Exchange Agreement) to mean July 31, 2025, after which the Share Exchange Agreement may be terminated by any party if the closing shall not have consummated on or prior to such Outside Date.
Except as stated above, the Amendment does not make any other substantive changes to the Share Exchange Agreement.
A copy of the Amendment is filed with this Current Report on Form 8-K (“Form 8-K”) as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Share Exchange Agreement, dated June 27, 2025, between Houston American Energy Corp., Abundia Financial, LLC, and Bower Family Holdings, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 27, 2025 | HOUSTON AMERICAN ENERGY CORP. | |
| By: | /s/ Peter Longo | |
| Name: | Peter Longo | |
| Title: | Chief Executive Officer | |