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): ~~April~~May 114, 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.)

1300 Post Oak Blvd., Suite 1305

Houston, Texas 77056

(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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~April~~May 114, 2026 ~~(the “Closing Date”)~~, Abundia Global Impact Group, Inc. (the “Company”), ~~RPD~~held ~~Technologies~~its ~~Americas, LLC~~2026 ~~(“RPD”)~~Annual ~~and~~Meeting ~~Abundia~~of ~~Financial,~~the ~~LLC~~Company’s stockholders (the “~~Abundia~~Annual ~~Financial~~Meeting”). ~~entered~~The ~~into~~final aresults ~~Membership~~for ~~Interest~~each ~~Purchase~~of ~~Agreement (~~the ~~“Purchase~~three ~~Agreement”).~~matters ~~Pursuant~~submitted to ~~the~~a ~~Purchase~~vote ~~Agreement,~~of the Company’s ~~acquired~~stockholders at (the ~~“Acquisition”)~~Annual ~~all the~~Meeting, ~~issued~~as ~~and~~set ~~outstanding~~forth ~~membership~~in ~~interests of RPD (~~the ~~“Membership~~Definitive ~~Interests”)~~Proxy ~~from~~Statement ~~Abundia~~on ~~Financial~~Schedule ~~for the consideration of $4~~14A,~~040,000,~~ ~~payable~~filed inby the ~~form~~Company ofwith athe ~~senior~~U.S. ~~secured~~Securities and ~~convertible~~Exchange ~~cote~~Commission (the “~~Convertible Note~~SEC”). ~~The~~on ~~Convertible~~April ~~Note is secured~~2, ~~and~~2026 ~~in connection therewith, the parties entered into a security agreement~~ (the “~~Security~~Proxy ~~Agreement~~Statement”)~~. Abundia Financial is considered the Company’s controlling shareholder~~, ~~and~~are itas ~~holds~~set ~~approximately~~forth ~~63% of the issued and outstanding shares of common stock of the Company, par value $0~~below.~~001 per share (the “Common Stock”).~~

~~Purchase~~As ~~Agreement~~of the close of business on March 17, 2026, the record date (the “Record Date”) for the Annual Meeting, 43,720,999 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), were issued, outstanding and entitled to vote. Stockholders holding an aggregate of 39,485,486 votes were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.

~~Pursuant~~Proposal to1. ~~the~~The ~~terms~~Company’s stockholders elected five members of the ~~Purchase~~Company’s ~~Agreement,~~board onof directors (the ~~Closing Date~~“Board”), oneach to serve until the ~~terms~~2027 ~~and~~annual ~~subject~~meeting toof the ~~conditions~~Company’s ~~set~~stockholders ~~forth~~and inuntil ~~the~~each ~~Purchase~~of ~~Agreement,~~their respective successors are elected ~~Abundia~~and ~~Financial~~qualified ~~sold~~or tountil ~~the~~each ~~Company,~~of ~~the~~their ~~Membership~~earlier ~~Interests,~~resignation ~~free~~or ~~and~~removal. ~~clear~~The offinal ~~all~~voting ~~encumbrances,~~results ~~for~~to elect each of the ~~consideration~~nominees ~~mentioned~~to the Board ~~above.~~were as follows:

The Purchase Agreement contains representations and warranties from the Company, on the one hand, and RPD and Abundia Financial, on the other hand, customary for a transaction of this nature. The Purchase Agreement also contains customary covenants and agreements, including with respect to the operations of the business of RPD and the Company’s access to information of RPD. The completion of the Acquisition was also subject to closing conditions, customary for a transaction of this nature.

Nominee Name	For	Withheld	Broker Non-Votes

Edward Gillespie	36,534,304	83,578	2,867,604
Robert Bailey	36,519,799	98,083	2,867,604
Martha Crawford	36,546,538	71,344	2,867,604
Matthew Henninger	35,292,720	1,325,162	2,867,604
Peter Longo	36,544,875	73,007	2,867,604

~~Convertible~~Proposal ~~Note~~2. The amendment to the Company’s 2025 Equity Incentive Plan, to increase the number of shares of Common Stock available for issuance thereunder by 1,000,000 shares, from 750,000 shares to 1,750,000 shares, was approved by the Company’s stockholders. The final voting results are set forth in the table below:

Pursuant to the Purchase Agreement, in connection with the closing, the Company issued the Convertible Note in an aggregate principal amount of $4,040,000, due on the first anniversary of the closing (the “Maturity Date”). The Company agreed to pay interest on the aggregate unconverted and then outstanding principal amount of the Convertible Note at the rate of ten percent (10%) per annum. The payment of the accrued interest shall occur on the last business day of each calendar quarter.

For	Against	Abstentions	Broker Non-Votes

35,140,087	1,474,889	2,906	2,867,604

~~The~~Proposal ~~Convertible~~3. ~~Note~~The ~~can~~appointment ~~be converted, partially or entirely, into shares~~ of ~~Common~~CBIZ ~~Stock,~~CPAs ~~any~~P.C. ~~time~~as ~~after~~ the ~~Maturity~~Company’s ~~Date,~~independent atregistered apublic ~~conversion price~~accounting ~~equaling~~firm tofor ~~80% of~~ the ~~average~~fiscal ofyear ~~the VWAPs (as defined in the Purchase Agreement) during the~~ending ~~three~~December ~~(3)~~31, ~~consecutive~~2026 ~~Trading~~was ~~Days~~ratified ~~(as~~by ~~defined in~~ the ~~Purchase~~Company’s ~~Agreement)~~stockholders. ~~ending~~The onfinal ~~the~~voting ~~Trading~~results ~~Day~~are ~~that~~set isforth ~~immediately prior to the Conversio Date (as defined~~ in the ~~Purchase~~table ~~Agreement), subject to a floor price of $0.29 per share.~~below:

The Convertible Note includes customary event of default provisions. Upon the occurrence of an event of default, the Convertible Note and all amounts due thereunder shall become immediately due and payable in cash without notice. Additionally, upon the occurrence of an event of default, Abundia Financial is entitled to increase the rate of interest on the aggregate outstanding principal balance and any other amounts then owing by the Company to Abundia Financial to fifteen percent (15%) per annum.

For	Against	Abstentions

39,209,291	264,231	11,964

~~Security~~Proposal ~~Agreement~~4. The compensation of the named executive officers as disclosed in the Proxy Statement was approved on an advisory basis by the Company’s stockholders. The final voting results are set forth in the table below:

On the Closing Date the Company entered into the Security Agreement, which granted to Abundia Financial a security interest in all of the Membership Interests. The Security Agreement contains representations and warranties from the Company and RPD, customary for a transaction of this nature. The Security Agreement also contains customary covenants for a transaction of this nature.

For	Against	Abstentions	Broker Non-Votes

35,198,059	1,406,588	13,235	2,867,604

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

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information under Item 1.01 of this Form 8-K related to the Acquisition is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 of this Form 8-K related to the Convertible Note is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Form 8-K related to the shares of Common Stock underlying the Convertible Note is incorporated herein by reference.

The issuance of the Convertible Note and the shares of Common Stock underlying the Convertible Note are 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.

Item 8.01. Other Events

On April 1, 2026, the Company issued a press release (the “Press Release”) announcing the completed of the Acquisition. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1*		Convertible Note, dated as of April 1, 2026
10.1*		Membership Interest Purchase Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial.
10.2*		Security Agreement, dated as of April 1, 2026, by and between the Company, RPD and Abundia Financial.
99.1		Press Release, dated April 1, 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: April 2, 2026
Dated: May 18, 2026
	By:	/s/ Edward Gillespie
	Name:	Edward Gillespie
	Title:	Chief Executive Officer

Filing Compare · ABUNDIA GLOBAL IMPACT GROUP, INC.