SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Robert Bailey
Chief Financial Officer
Houston American Energy Corp.
801 Travis Street, Suite 1425
Houston, TX 77002

 Re: Houston American Energy Corp.
 Preliminary Proxy Statement on Schedule 14A
 Filed February 28, 2025
 File No. 001-32955
Dear Robert Bailey:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed February 28, 2025
Background to the Share Exchange and AGIG Transactions, page 45

1. Please substantially revise your disclosure throughout this section to
provide greater
 detail as to the background of the Share Exchange and AGIG Transaction,
including
 the circumstances under which the parties were introduced, any
pre-existing
 relationships and understandings among the parties, the material issues
and key
 negotiated terms discussed at each meeting, how parties positions
differed, and how
 issues were resolved. Revise to clarify the material transaction terms
that were
 included in the non-binding letter of intent, the date such letter of
intent was executed,
 and how the terms of the business combination evolved during
negotiations. The
 disclosure should provide stockholders with an understanding of how,
when, and why
 the material terms of your proposed acquisition evolved. For guidance,
please refer
 to Item 14(b)(7) of Schedule 14A and Items 1005(b) and 1011(a)(1) of
Regulation M-
 A.
 March 14, 2025
Page 2
Opinion of HUSA's Financial Advisor, page 65

2. Please revise to fully summarize the opinion provided by Evans & Evans
and provide
 the information required by Item 14(b)(6) of Schedule 14A. Describe each
of the
 material analysis conducted by Evans & Evans, including the Guideline
Public
 Company analysis and Discounted Cash Flow analysis, and provide
qualitative and
 quantitative support for the ultimate conclusions reached in each
analysis. In addition,
 please disclose the AGIG financial forecasts and projections for the
years ended
 December 31, 2024 to 2034 that were reviewed and used by Evans & Evans
to
 prepare its opinion.
General

3. Please tell us whether you intend to register the offer of the
securities issued to
 AGIG or disclose the exemption from registration under the Securities
Act upon
 which you will rely in issuing the shares pursuant to the Issuance
Proposal and the
 facts supporting the reliance on such exemption.
4. Please tell us what consideration was given to reflecting the proposed
reverse stock
 split in your unaudited pro forma combined consolidated financial
information. We
 note your disclosure on page 14 that HUSA stockholder approval of the
Issuance
 Proposal, the Reverse Stock Split Proposal, and the Share Issuance
Proposal is a
 condition for completing the Share Exchange. Refer to SAB Topic 4:C.
5. In light of the number of shares to be issued pursuant to the Share
Exchange
 Agreement, it appears that you should include information showing how
the beneficial
 ownership table would change in the event the Share Exchange Agreement
is
 approved. In addition, please provide us with your analysis regarding
whether the
 Share Exchange Agreement will result in a change of control.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at
202-551-3763
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Lee McIntyre
</TEXT>
</DOCUMENT>