M&A - HOUSTON AMERICAN ENERGY CORP

Form Type: 8-K

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012740

Filing Summary: On May 28, 2025, Houston American Energy Corp. ("HUSA") announced a reverse stock split of its common stock at a ratio of 1-for-10, approved by the Board of Directors. This action is intended to increase the market price per share and help satisfy the initial listing requirements of the NYSE in relation to the company's previously announced acquisition of Abundia Global Impact Group, LLC ("AGIG"). The reverse stock split will be effective after market close on June 6, 2025, with trading on a split-adjusted basis beginning on June 9, 2025. Following the split, the number of outstanding shares will decrease from approximately 15,686,533 to approximately 1,568,653, though each shareholder's percentage ownership will remain unchanged. Fractional shares resulting from the split will be rounded up at the participant level, and stockholders will receive further information from the transfer agent, Standard Registrar & Transfer Co., Inc.

Form Type: DEF 14A

Filing Date: 2025-04-11

Corporate Action: Merger

Type: New

Accession Number: 000164117225003763

Filing Summary: Houston American Energy Corp. is soliciting proxies for a special meeting of stockholders scheduled for April 24, 2025. The key proposal involves a Share Exchange Agreement which will see HUSA acquire all outstanding units of Abundia Global Impact Group, LLC in exchange for a majority of HUSA's common stock. This transaction will result in Abundia Financial owning approximately 84.6% of HUSA's common stock, classifying HUSA as a ‘controlled company’ under the NYSE American rules. Additionally, stockholders will vote on proposals for a reverse stock split authorizing a ratio between 1-for-5 and 1-for-60 and increasing authorized shares from 20 million to 300 million to comply with listing standards. Final approvals for these proposals depend on stockholder votes during the meeting, emphasizing the importance of participation.

Form Type: CORRESP

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225002829

Filing Summary: Houston American Energy Corp. submitted a response letter and Amendment No. 2 to their Preliminary Proxy Statement on Schedule 14A, acknowledging and addressing comments from the SEC's staff dated April 2, 2025. The filing highlights changes related to a transaction with Abundia Financial, LLC, which is expected to result in a change of control, making the company a 'controlled company' with Abundia Financial holding approximately 84.6% of outstanding shares after the Share Exchange. The document provides detailed clarifications on risk factors associated with being a controlled company, updates on the indicative valuation of a transaction with AGIG set at approximately $300 million, discussions involving Univest as a placement agent, and further details about compensation to financial advisors related to the Share Exchange. The overall disclosure aims to enhance understanding of financial and operational implications stemming from the transaction.

Form Type: PRER14A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000164117225002833

Filing Summary: Houston American Energy Corp. (HUSA) has filed a preliminary proxy statement in connection with a special meeting of stockholders scheduled for April 24, 2025. The meeting will be held virtually, allowing stockholders to participate by logging into a secure website. The key agenda items include approval for a Share Exchange Agreement dated February 20, 2025, between HUSA and Abundia Financial, LLC, which involves acquiring all outstanding units of Abundia Global Impact Group, LLC (AGIG) in exchange for approximately 94% of HUSA's common stock. This transaction requires issuing about 245,755,684 shares of common stock, expanding Abundia Financial’s ownership to approximately 84.6% post-transaction, categorizing HUSA as a controlled company under NYSE American rules. Additionally, stockholders will vote on a proposed reverse stock split of HUSA's common stock at a ratio between 1-for-5 to 1-for-60, and an increase in the authorized shares of common stock from 20 million to 300 million to support the Share Exchange. The Board recommends stockholders vote “FOR” all proposals, emphasizing the importance of voting by proxy if attendance is not possible.

Form Type: CORRESP

Filing Date: 2025-03-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225000457

Filing Summary: Houston American Energy Corp. (HUSA) submitted a response letter and Amendment No. 1 to its Preliminary Proxy Statement on Schedule 14A. This submission addresses the SEC's comments from a prior letter dated March 14, 2025. The company has revised various sections to provide greater detail about the Share Exchange and AGIG Transaction, including background, negotiated terms, and financial advisor's opinion. The Registrant clarified that it will not register the securities issued to AGIG Unitholders and will rely on an exemption from registration under the Securities Act of 1933. The letter reveals that the AGIG Transaction is expected to cause a change in control, with Abundia Financial, LLC potentially holding 84.6% of HUSA's shares post-transaction. Additionally, the board composition will change significantly after the transaction, with three of five board seats to be nominated by AGIG.

Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225008837

Filing Summary: On February 25, 2025, Houston American Energy Corp. entered into a Membership Interest Purchase Agreement (MIPA) with Andes Operating Company LLC for the sale of its 18% interest in Hupecol Meta LLC. The sale was executed for $1.00, with the Buyer agreeing to assume all liabilities related to Hupecol Meta's Colombian branches. This transaction confirms an impairment charge of $6,392,874 taken by the Company for its investment in Hupecol Meta, as noted in its Annual Report on Form 10-K filed on February 24, 2025.

Form Type: PRE 14A

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225008658

Filing Summary: On March 26, 2025, Houston American Energy Corp. will hold a special meeting of stockholders to vote on significant corporate actions. The key agenda includes approving a Share Exchange Agreement with Abundia Financial, LLC and Bower Family Holdings, LLC, where HUSA will acquire all outstanding units of Abundia Global Impact Group, LLC (AGIG) in exchange for approximately 94% of HUSA's common stock. The meeting will also seek stockholder approval for a reverse stock split of common stock and to increase the authorized shares from 20 million to 300 million to accommodate the Share Exchange. Stockholders as of February 25, 2025, are eligible to vote on these proposals, and the Board unanimously recommends approval of all items on the agenda.

Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225007951

Filing Summary: On February 20, 2025, Houston American Energy Corp. entered into a Share Exchange Agreement with Abundia Financial, LLC and Bower Family Holdings, LLC. Under this agreement, Houston American will acquire all outstanding units of Abundia Global Impact Group, LLC in exchange for a significant number of HUSA common stock shares, equating to 94% of HUSA's total common stock at the time of closing. Following the exchange, AGIG will become a wholly-owned subsidiary of HUSA. The agreement stipulates that the completion is contingent upon HUSA stockholders’ approval and customary closing conditions. HUSA plans to conduct a reverse stock split in order to meet NYSE American listing standards. Additionally, AGIG's CEO will join HUSA’s board post-transaction. A press release regarding this agreement was issued on February 24, 2025, providing further details.