Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Forward-Looking Information

This Quarterly Report on Form 10-Q of Abundia Global Impact Group, Inc. (the "Company") for the quarterly period ended September 30, 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 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.

On April 1, 2026, the Company acquired 100% of the membership interests of RPD Technologies Americas, LLC ("RPD") from Abundia Financial, LLC ("Abundia Financial"), the Company's controlling shareholder, pursuant to a Membership Interest Purchase Agreement. RPD is an engineering and technology services company that provides process development, pilot plant operations, engineering design and technology commercialization services to customers in the energy, refining, petrochemical, and renewable fuels industries. RPD assists clients with evaluation, development, scale-up, testing and commercialization of proprietary and third-party technologies.

The acquisition was completed for an aggregate consideration of $4,800,000. As both the Company and RPD were under common control of Abundia Financial immediately before the transaction, the acquisition was accounted for as a transaction between entities under common control. Accordingly, the assets and liabilities acquired were recorded at their historical values, and the Company's consolidated financial statements have been adjusted retrospectively to reflect the combined operations of the entities for all periods presented, as applicable. Following the acquisition, RPD operates as a 87% owned subsidiary of the Company, and its financial position, results of operations and cashflows are included in the Company's unaudited condensed consolidated financial statements

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.

As a result of the acquisition of RPD on April 1, 2026 which was accounted for as a common control transaction, the majority of the Company's revenue is now generated from engineering and process development services. The revenue from these services includes contracts in which revenue is recognized overtime. The application of this accounting policy requires significant management judgement and estimates, including the determination of total expected project costs, progress towards completion and timing of satisfaction of performance obligations. Changes in these estimates could have a material impact on the amount and timing of revenue recognized. As the Company's Annual Report on Form 10-K for the year ended December 31, 2025 was filed before the acquisition, we have identified revenue recognized over time as a new critical accounting estimate. Progress toward completion is measured using an input method, generally based on cost incurred and labor hours relative to the total estimated costs and labor hours to complete each contract. This method requires management to make significant estimates, including the total expected costs or labor hours to complete each project, the progress toward satisfying each performance obligation, and the amount of consideration expected to be received. These estimates are reviewed each reporting period and are based on project budgets and information from project managers and customers. Changes in these estimates are recognized on a cumulative catch-up basis in the period in which they are identified. Because RPD's revenue is generated from a limited number of contracts at any given time, a change in estimated costs to complete on a single contract could have a material effect on revenue, contract assets, and deferred revenue in a given period. If a contract is expected to result in a loss, the entire estimated loss is recognized in the period in which the loss becomes evident.

Other than the addition of revenue recognized overtime as described above, there have been no material changes to our critical accounting estimates from those reported in our Annual Report on 10-K for the fiscal year ended December 31, 2025.

Results of Operations

The following discussion compares our results of operations for the three and nine months ended September 30, 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 5 - 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- Oil and Gas. 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 decreased $71,552 quarter over quarter for the three months ended September 30, 2026 from the three months ended September 30, 2025 due to a decrease in volume of production from the leases. Total revenue increased $204,444 year over year for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. The increase was primarily due to the timing of the Share Exchange, which occurred at the beginning of the third quarter of 2025. As a result, the 2025 period includes only three months of Oil and Gas revenue, compared to nine months in 2026.

Revenue-RPD. The RPD segment generates revenue from engineering and process development services primarily in the energy, refining, petrochemical and renewables fuel industries. The revenue from the RPD segment increased by $855,825 for the three months ended September 30, 2026 from the three months ended September 30, 2025. The revenue from the RPD segment increased by $3,396,682 for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. The increase was driven by the successful relocation of the Company's facility. During 2025, the Company was in process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels. The year-over-year increase is also impacted by the timing of the common control transaction, the statement of operations for the nine months ended September 30, 2025 includes operating activity from April 16, 2025 only, compared to the nine months ended September 30, 2026.

Cost of revenue and gross margin- RPD. Cost of revenue increased by $271,799 for the three months ended September 30, 2026 from the three months ended September 30, 2025 and by $1,420,371 for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. Gross margin increased $584,026 for the three months ended September 30, 2026 from the three months ended September 30, 2025 and $1,976,311 for the nine months ended September 30, 2026 from the nine months ended September 30, 2025. The increase was primarily driven by the relocation of the Company's facility. During 2025, the Company was in the process of relocating operations and as a result, was operating at a limited capacity. Following the completion of the relocation the business returned to normal operating capacity resulting in higher revenue levels and related costs. The year-over-year increase is also impacted by the timing of the common control transaction. The statement of operations for the nine months ended September 30, 2025 includes operating activity from April 16, 2025 only, compared to the nine months ended September 30, 2026.

General and Administrative Expenses. General and administrative expense decreased $2,016,516 during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease is primarily driven by the costs of the share exchange occurring in Q3 2025. General and administrative expenses increased $4,521,058 during the nine months ended September 30, 2026 from the nine months ended September 30 2025. The change in general and administrative expenses was attributable to increased compliance costs associated with being a public company including increased spend on investor relations and legal costs. Additionally, the Company incurred approximately $600,000 in costs during 2026 related to the relocation of the RPD site for incremental storage, disposals and assembly fees. This is furthered by the statement of operations only including six months of general and administrative expenses related to the RPD business compared to nine months in 2026.

Write off patent application costs: During the three and nine months ended September 30, 2026 the company recognized impairment charges of $1,000,017 and $1,474,311, respectively, related to capitalized patent application costs. The impairment charges arose primarily from management's strategic decision to advance an alternative biomass technology platform that has demonstrated a higher level of technical maturity and provides a clearer path to commercial scale deployment than certain legacy biomass conversion technologies previously under development. As the Company refined its technology strategy and progressed discussions with strategic technology partners during 2026, management reassessed the future economic benefit associated with various pending patent applications related to earlier biomass technology initiatives. Based on this evaluation, management determined that certain patent applications were no longer aligned with the Company's planned commercialization pathway and were unlikely to generate future economic benefits. Accordingly, the Company elected to abandon those patent filings and wrote off the related capitalized application costs. The impairment charge is non-cash in nature and reflects a strategic reallocation of resources toward technologies that management believes offer greater commercial viability and scalability. The Company continues to maintain and pursue intellectual property protections for technologies that support its current business strategy and long-term growth objectives.

Success fee paid on Share Exchange by Controlling Shareholder. During the three and nine months ended September 30, 2025, the Company recognized a non-cash expense of $12,390,253 related to a success fee paid by the Company's controlling shareholder on the Company's behalf in connection with the Share Exchange completed on July 1, 2025. As the fee was paid by the controlling shareholder, the Company recorded a corresponding capital contribution in additional- paid in capital and the expense had no effect on the Company's cash. No comparable expense was incurred during the three and nine months ended September 30, 2026, as the fee related solely to the Share Exchange. This transaction was a primary driver of the decrease in total operating costs and net loss in the 2026 period compared with the 2025 periods.

Shares issued as commitment fee for equity line of credit. During the three and nine months ended September 30, 2025, the Company recognized a non-cash expense of $3,342,300 for 300,000 shares of common stock issued to the ELOC Investor as a commitment fee upon entering into the ELOC Purchase Agreement on July 10, 2025. The commitment fee was a one-time charge incurred at the inception of the facility, and no comparable expense was incurred during the three and nine months ended September 30, 2026. This transaction was a primary driver of the decrease in total operating costs and net loss in the 2026 periods compared with the 2025 periods.

Other Income (Expense). Other income/expenses, net, totaled ($212,002) and $(442,608) during the three and nine months ended September 30, 2026, respectively, compared to $(288,435) and $280,176 during the three and nine months ended September 30, 2025. The increase quarter over quarter is due to the loss on extinguishment on the HUSA Convertible note incurred during the third quarter of 2025 and the decrease year over year 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. As of September 30, 2026, the Company had cash and cash equivalents of $2,809,066 and a working capital deficit of $7,317,398, compared to cash and cash equivalents of $4,790,964 and a working capital deficit of $1,022,432 at December 31, 2025. The decrease in cash was primarily attributable to increased investment in the Company's technology development initiatives during the current year. Capital expenditures associated with construction activities, cash flows from financing activities, and cash acquired through the prior-year share exchange transaction were generally consistent with the prior year. The increase in the working capital deficit was primarily driven by the reduction in cash balances, as well as the reclassification of certain debt obligations to current liabilities as they become due within the next twelve months.

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.

We have evaluated whether the acquisition of RPD impacts the Company's conclusion that there is substantial doubt about the Company's ability to continue as a going concern. We have concluded RPD's operating cashflows would not be sufficient to fund the capital expenditures and working capital requirements necessary to sustain and grow the overall business and therefore, the RPD acquisition has not impacted such conclusions.

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 $8,933,862 during the nine months ended September 30, 2026, compared to $5,789,927 used during the nine months ended September 30, 2025. The increase in cash outflows from operating activities was primarily attributable to the increased activities of the combined business, including compliance costs, professional fees and increased staff costs. Additionally, the 2025 net loss included $15,732,553 of non-cash charges for the success fee and commitment fee,

Investing. Investing activities used cash of $ 11,839,654 during the nine months ended September 30, 2026, compared to $1,839,093 used during the nine months ended September 30, 2025. The change in cash used for investing activities was primarily attributable to the construction in progress at the Cedar Port Property, further investment in technology licenses and the acquisition of RPD.

Financing. Financing activities raised cash of $18,766,736 during the nine months ended September 30, 2026, compared to $8,559,473 raised during the nine months ended September 30, 2025. The change in cash received from financing activities was primarily attributable to the registered direct offering in February 2026.

Long-Term Liabilities. As of September 30, 2026, we had long-term liabilities of $6,754,773 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 which is offset by the 6,500,000 BFH Promissory Note proceeds received in August 2026 and due in August 2028.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements or guarantees of third-party obligations at September 30, 2026.