HUSA Houston American Energy Corp

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 12, 2024

 

HOUSTON AMERICAN ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		1-32955		76-0675953
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File Number)		Identification No.)

 

801 Travis Street, Suite 1425

Houston, Texas 77002

(Address of principal executive offices, including zip code)

 

713-222-6966

(Registrant’s telephone number,

including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, par value $0.001 per share		HUSA		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

Item 7.01.

Regulation FD Disclosure.

 

Houston American Energy Corp. (the “Company”) issued a press release on December 12, 2024 announcing its entry into two non-binding letters of intent to acquire RPD Technologies, LLC and Abundia Global Impact Group LLC. The transactions are subject to the completion of satisfactory due diligence by the Company. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01.

 

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

	99.1	Press release, dated December 12, 2024
	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.

 

	HOUSTON AMERICAN ENERGY CORP.
Dated: December 12, 2024
	By:	/s/ Peter Longo
	Name:	Peter Longo
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

Houston American Energy Corp. Announces First Phase of Strategic Acquisitions to Accelerate Growth and Transformation

 

HOUSTON, TX, December 12, 2024 – Houston American Energy Corp. (NYSE American: HUSA) (the “Company”) today announced a pivotal step towards a transformation into an integrated energy and technology company with the signing of two non-binding Letters of Intent to acquire Abundia Global Impact Group LLC (AGIG) and RPD Technologies (RPD). These proposed acquisitions comprise a comprehensive strategy aimed at driving shareholder value through diversification and innovation in the energy transition sector.

 

“We believe the potential value created by the combination of these companies is exciting,” stated Peter Longo, Chief Executive Officer of HUSA. “RPD brings years of technical experience and an established revenue stream from engagements with some of the world’s leading petrochemical companies. This, combined with the strategy developed by AGIG through its renewable and recycling suite of technology solutions represents a truly synergistic proposition. The planned co-location of these companies at AGIG’s recently announced Cedar Port, Houston site will provide a platform for seamless collaboration, optimized resources, and economies of scale.”

 

The AGIG Transaction:

 

HUSA has entered into a Letter of Intent to acquire 100% of the membership interests of Abundia Global Impact Group LLC. The details of this transaction are currently under negotiation with terms expected to be finalized by the first quarter of 2025.

 

Ed Gillespie, Chief Executive Officer of AGIG, added, “Partnering with RPD and HUSA will provide us with an experienced technical team while also deepening our access to capital markets. The combined resources and expertise of the companies will further enhance our ability to accelerate the commercialization of our technologies, creating meaningful value for our stakeholders.”

 

The Letter of Intent is non-binding and subject to customary due diligence.

 

The RPD Transaction:

 

HUSA has entered into a Letter of Intent to acquire 100% of RPD’s membership interests in a debt free transaction with terms that extend over a three-year period.

 

The Letter of Intent is non-binding and subject to customary due diligence.

 

 

RPD Technologies commented, “Joining forces with HUSA and Abundia Global Impact Group would mark an exciting new chapter for RPD. Our planned relocation to the Cedar Port Industrial Park will enable us to support larger, more complex projects for our clients. The shared location and associated operational efficiencies will allow us to deliver expanded services while creating added value for our customers.”

 

The Strategic Vision

 

This announcement follows HUSA’s recent $2.5 million private placement, closed in November 2024, and underscores the Company’s commitment to strategic growth under new leadership. These acquisitions will represent an important phase in HUSA’s long-term strategy to diversify its portfolio and expand its global footprint. By combining the technical expertise of RPD with AGIG’s renewable solutions, HUSA will be well positioned to deliver sustainable growth and redefine its role in the energy transition sector.

 

“We have a long history in the oil & gas arena. I am honored to help drive shareholder value as we embark on this new period of growth for HUSA,” stated Peter Longo, “The demand for all forms of energy is only growing, creating opportunities across oil & gas, renewable energy, and energy transition technologies. We remain committed to unlocking new opportunities for innovation and growth to the benefit of the company and its shareholders.”

 

About Abundia Global Impact Group (AGIG)

 

AGIG is on a mission to transition the world into a decarbonized future through the deployment of its suite of technologies, which converts plastic and certified biomass waste into high-quality renewable fuels, energy, and chemical products, providing sustainable solutions that meet the growing demand within established global markets, thus facilitating the transition into a decarbonized future.

 

About RPD Technologies (RPD)

 

RPD Technologies is a contract research and development facility specializing in the commercialization of breakthrough technologies. Based near Houston, TX, RPD offers lab, pilot, and demonstration-scale services to support diverse applications, including refining, petrochemical, and renewable technologies. Its expertise and capabilities make it a trusted partner for startups and established global operating companies alike.

 

Cautionary Note Regarding Forward-Looking Information:

 

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this news release includes statements about the potential acquisitions of AGIG and RPD Technologies.

 

With respect to the forward-looking information contained in this news release, the Company has made numerous assumptions. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies. Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. A complete discussion of the risks and uncertainties facing our business is disclosed in our Annual Report on Form 10-K and other filings with the SEC on www.sec.gov.

 

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

 

For additional information, view the company’s website at www.houstonamerican.com or contact Houston American Energy Corp. at (713) 222-6966.

 

v3.24.3

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity File Number	1-32955
Entity Registrant Name	HOUSTON AMERICAN ENERGY CORP.
Entity Central Index Key	0001156041
Entity Tax Identification Number	76-0675953
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	801 Travis Street
Entity Address, Address Line Two	Suite 1425
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	222-6966
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	HUSA
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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