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~~Report (Date of earliest event reported): ~~February~~March 1926, 2026 (March 25, 2026)

ABUNDIA GLOBAL IMPACT GROUP, INC.

(Exact name of registrant as specified in its charter)

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

1300 Post Oak Blvd., Suite 1305

Houston, Texas

77056

(Address of principal executive offices)

(Zip Code)

~~Houston,~~Registrant’s ~~Texas~~telephone ~~77056~~number, including area code: (713) 322-8818

(Address of principal executive offices, including zip code)

713-322-8818

(Registrant’s telephone number, including area code)

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		AGIG		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 15.~~01.~~08 ~~Entry~~Shareholder ~~into~~Director ~~a Material Definitive Agreement~~Nominations

~~On February 23, 2026,~~ Abundia Global Impact Group, Inc., ~~a Delaware corporation~~ (the “Company”), ~~closed~~intends anto ~~offering~~hold ~~pursuant to~~its ~~that~~2026 ~~certain~~annual ~~Securities~~meeting ~~Purchase~~of ~~Agreement~~stockholders (the “~~Purchase~~2026 ~~Agreement~~Annual Meeting”), ~~entered into~~ on ~~February~~May 1914, 2026,. ~~with~~The aCompany ~~certain institutional~~has ~~investor~~set (the ~~“Investor”),~~close ~~pursuant~~of tobusiness ~~which~~on ~~the~~March ~~Company agreed to issue and sell~~17, in2026 aas ~~registered direct offering by~~ the ~~Company~~record ~~directly~~date tofor the ~~Investor~~determination of ~~(the~~stockholders ~~“Offering”),~~who ~~(i)~~are ~~4,134,175~~entitled ~~shares~~to ~~(the~~notice ~~“Shares”)~~ of ~~common stock~~, ~~par~~ ~~value~~and ~~$0.001~~to ~~per~~vote ~~share~~at, of the ~~Company~~2026 ~~(“Common~~Annual ~~Stock”)~~Meeting and ~~(ii)~~any ~~pre-funded~~adjournments ~~warrants~~thereof. ~~(the “Pre-Funded~~The ~~Warrants”)~~time toand ~~purchase up to 1,800,543 shares~~ location of ~~Common~~the ~~Stock~~2026 atAnnual anMeeting ~~exercise~~will ~~price~~be ~~equal~~specified toin ~~$0.001~~the ~~per share. The~~ Company’s ~~received~~definitive ~~gross~~proxy ~~proceeds~~statement ofon ~~approximately~~Schedule ~~$20.0~~14A ~~million~~for ~~before deducting~~ the ~~placement~~2026 ~~agent’s~~Annual ~~fees and related offering expenses~~Meeting.

The ~~Shares~~Company’s ~~and~~2025 annual meeting of stockholders (the ~~Pre-Funded~~“2025 ~~Warrants~~Annual ~~were~~Meeting”) ~~offered~~was byheld on December 16, 2025. As the ~~Company~~date of ~~pursuant~~the to2026 aAnnual ~~Registration~~Meeting ~~Statement~~will onhave ~~Form~~been ~~S-3~~changed ~~(File~~by ~~No.~~more ~~333-290308), which~~than ~~was~~30 ~~filed~~days ~~with~~from the ~~Securities~~one-year ~~and~~anniversary ~~Exchange~~of ~~Commission~~the on2025 ~~September~~Annual 16Meeting, ~~2025~~the Company ~~and~~is ~~became~~informing ~~effective~~stockholders byof ~~operation~~this ofchange ~~law~~in onaccordance ~~November 3~~with Rule 14a-5(f) under the Securities Exchange Act of 1934, ~~2025~~as amended (the “~~Registration~~Exchange ~~Statement~~Act”), ~~the~~and ~~base~~is ~~prospectus~~informing ~~filed~~stockholders ~~as part~~ of the ~~Registration~~new ~~Statement,~~dates ~~and~~described ~~the~~below ~~prospectus supplement~~for ~~dated~~submitting ~~February~~stockholder ~~19,~~proposals and ~~2026~~other matters.

~~The~~Pursuant ~~Purchase~~to ~~Agreement~~Rule ~~contains~~14a-8 ~~customary~~of ~~representations~~the ~~and~~Exchange ~~warranties,~~Act ~~agreements~~and of the Company’s second amended and ~~the~~restated ~~Investors~~bylaws ~~and~~(the ~~customary~~“Bylaws”), ~~indemnification~~a stockholder ~~rights~~intending ~~and~~to ~~obligations~~present ofa ~~the~~proposal ~~parties.~~to ~~Pursuant~~be toincluded in the ~~terms~~proxy ofstatement for the ~~Purchase~~2026 ~~Agreement,~~Annual ~~the~~Meeting ~~Company~~must ~~has~~deliver ~~agreed~~the toproposal ~~certain~~in ~~restrictions~~writing onto the ~~issuance~~Company’s ~~and~~Secretary ~~sale~~at of its ~~Common~~corporate ~~Stock~~office orat ~~Common~~1300 ~~Stock~~Post ~~Equivalents~~Oak ~~(as~~Blvd., ~~defined~~Suite in1305, ~~the~~Houston, ~~Purchase~~Texas ~~Agreement)~~77056 ~~during~~no ~~the~~later ~~75-day~~than ~~period~~the close ~~following~~of ~~the~~business ~~closing~~on ofApril ~~the~~5, ~~Offering~~2026. ~~Additionally~~In addition to complying with such deadline, ~~pursuant~~stockholder proposals intended to be considered for inclusion in the ~~lock-up~~Company’s ~~agreement~~proxy (materials for the ~~“Lock-Up~~2026 ~~Agreement”)~~Annual ~~each~~Meeting of must also comply with the ~~directors~~Bylaws, ~~executive~~Delaware ~~officers~~law as well as all applicable rules and 5%regulations ~~holders~~promulgated ofby the ~~Company,~~U.S. ~~agreed~~Securities ~~not~~and toExchange ~~sell~~Commission orunder ~~transfer~~the ~~any~~Exchange ofAct. ~~the~~Any ~~Company’s~~director ~~securities~~nominations and ~~which~~stockholder ~~they~~proposals ~~hold,~~received ~~subject~~after tosuch ~~certain~~deadline ~~exceptions~~will asbe ~~set~~considered ~~forth~~untimely inand ~~the~~will ~~Lock-Up~~not ~~Agreement,~~be ~~during~~considered ~~the~~for ~~75-day~~inclusion ~~period~~in ~~following~~ the ~~date of~~proxy materials for the ~~Closing~~2026 ~~(as~~Annual ~~defined~~Meeting innor will it be considered at the ~~Purchase~~2026 ~~Agreement)~~Annual Meeting.

AIn ~~holder~~addition, ~~of Pre-Funded Warrants (together with its affiliates) may not exercise~~ any ~~portion~~stockholder ofwho awishes ~~Pre-Funded Warrant~~ to ~~the~~make ~~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~~nomination ~~with the holder~~ or ~~any~~introduce ofan ~~the~~item ~~holder’s affiliates) would beneficially own in excess~~ of ~~4.99%~~business ~~(or,~~ at the ~~holder’s option~~2026 ~~upon~~Annual ~~issuance~~Meeting, ~~9.99%)~~other ofthan ~~the~~pursuant to ~~number~~Rule of14a-8 ~~shares~~under ofthe ~~our~~Exchange ~~common~~Act, ~~stock~~must ~~outstanding~~deliver ~~immediately~~proper ~~after~~notice ~~giving effect~~ to ~~the~~us ~~issuance of~~in ~~shares~~writing ofto ~~common~~our ~~stock~~Corporate ~~issuable~~Secretary ~~upon~~at ~~exercise~~our ofcorporate ~~such warrant. The beneficial ownership limitation may be increased~~ office at ~~the~~1300 ~~option of~~Post ~~the~~Oak ~~holder upon 61 days’ prior notice to the Company~~Blvd., ~~provided,~~Suite ~~however~~1305, ~~that~~Houston, ~~the~~Texas ~~beneficial~~77056 ~~ownership limitation may~~ not ~~exceed 19.99%~~later ofthan the ~~number~~close of ~~shares~~business ofon ~~Common~~April ~~Stock~~5, ~~outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Pre-Funded Warrant~~2026.

In ~~connection with the Offering~~addition, ~~the~~to ~~Company~~comply ~~entered~~with ~~into a placement agency agreement (~~the ~~“Placement~~SEC’s ~~Agency~~universal ~~Agreement”) with~~proxy ~~Titan Partners Group LLC~~rules, astockholders ~~division~~who ofintend ~~American Capital Partners, LLC (“Titan Partners”), pursuant~~ to ~~which~~solicit ~~the Company~~proxies ~~engaged Titan Partners as the placement agent (the “Placement Agent”)~~ in ~~connection~~support ~~with~~of ~~the~~director ~~Offering. The~~nominees ~~Company~~other ~~agreed~~than ~~to pay~~ the ~~Placement~~Company’s ~~Agent~~nominees amust ~~fee~~provide notice in ~~cash~~writing ~~equal~~ to ~~approximately~~our ~~7.0%~~Corporate ofSecretary ~~the~~at ~~gross~~our ~~proceeds,~~corporate aoffice ~~non-accountable~~at ~~expense~~1300 ~~allowance~~Post Oak ~~in the amount of 0~~Blvd.~~5% of the gross proceeds~~, asSuite ~~well as to issue to the Placement Agent placement agent warrants to purchase up to 118~~1305,~~694~~ ~~shares of Common Stock~~Houston, ~~with~~Texas an77056 ~~exercise~~setting ~~price~~forth ~~equal to 110% of~~ the ~~public~~information ~~offering~~required ~~price~~by ofRule ~~the~~14a-19 ~~shares~~under (the ~~“Placement~~Exchange ~~Agent~~Act ~~Warrants”).~~no ~~The~~later ~~Company also agreed to~~than ~~reimburse~~ the ~~Placement~~close ~~Agent for all reasonable and documented out-~~of~~-pocket~~ ~~expenses,~~business ~~including~~on ~~the~~April ~~reasonable fees of legal counsel not to exceed $100~~5,~~000.~~ ~~The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature~~2026.

The issuance of the Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants was not registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering.

The foregoing summaries of the Placement Agent Warrant, the Pre-Funded Warrant, the Placement Agency Agreement and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K (the “Form 8-K”), which are incorporated herein by reference.

This Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the opinion of Sullivan & Worcester LLP. relating to the legality of the issuance and sale of the Shares and Pre-Funded Warrants is attached as Exhibit 5.1 hereto.

Item 3.02. Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Form 8-K related to the Placement Agent Warrants and the Placement Agent Warrant Shares is incorporated herein by reference.

Item 8.01. Other Events

On February 19, 2026, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering. A copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On February 23, 2026, the Company issued a press release (the “Closing Press Release”) announcing the closing of the Offering. A copy of the Press Release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Form of Placement Agent Warrant
4.2		Form of Pre-Funded Warrant
5.1		Opinion of Sullivan & Worcester LLP.
10.1*		Placement Agency Agreement, dated February 19, 2026, by and between the Company and Titan Partners Group LLC.
10.2*		Form of Securities Purchase Agreement, dated as of February 19, 2026, by and between the Company and the purchaser thereto.
23.1		Consent of Sullivan & Worcester LLP. (included in Exhibit 5.1).
99.1		Pricing Press Release, dated February 19, 2026.
99.2		Closing Press Release, dated February 23, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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.

	ABUNDIA GLOBAL IMPACT GROUP, INC.
Dated: February 23, 2026
Dated: March 26, 2026
	By:	/s/ Edward Gillespie
	Name:	Edward Gillespie
	Title:	Chief Executive Officer

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