SecProbe.io

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 April 2, 2025

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

 Re: Houston American Energy Corp.
 Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
 Filed March 25, 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.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed March 25,
2025
Risk Factors, page 19

1. We note your response to prior comment 5 states that the Share Exchange
will result
 in a change of control, with Abundia Financial, LLC holding 84.6% of
your then
 outstanding shares of common stock. Please disclose whether the company
will be a
 "controlled company" and, if applicable, include risk factor disclosure
discussing the
 effect, risks and uncertainties of being a controlled company. Please
also ensure that
 the percentage of shares to be held by Abundia Financial, LLC is
consistent
 throughout your proxy statement. In this regard, we note your disclosure
on page 70
 indicating that Abundia Financial, LLC will hold approximately 90.7% of
your issued
 and outstanding common stock following the Share Exchange.
Background to the Share Exchange and AGIG Transaction, page 45

2. We note your disclosure that the parties agreed on an indicative
valuation for AGIG of
 approximately $300 million. Please identify the individuals that
participated in the
 discussions and discuss how the parties arrived at this valuation. In
addition, please
 April 2, 2025
Page 2

 identify the date the indicative valuation of $300 million was agreed
and explain the
 reasons the initial share consideration increased from AGIG receiving
86% to 95%
 and then ultimately 94% of your outstanding shares.
3. We note your disclosure that in August 2024, Univest identified the
potential for a
 transaction with AGIG while assisting you with your assessment of growth
options
 and that Univest acted as placement agent in connection with your
private placement
 with BFG, a AGIG unitholder, on November 8, 2024. We also note that on
 November 25, 202[4], AGIG formally engaged Univest as an advisor to
provide
 corporate finance and strategic advice regarding the potential sale of
AGIG. Disclose
 how your board considered any related conflicts of interest in
negotiating and
 approving the Share Exchange Agreement and include risk factor
disclosure
 highlighting the potential conflicts of interests involving Univest due
to its role as
 placement agent in your November 2024 private placement, its role in
your
 assessment of the Share Exchange and its role as AGIG's advisor in
connection with
 the Share Exchange. In this regard, we note that Univest will receive a
fee equal to
 3.5% of the aggregate transaction value, payable in shares of your
common stock,
 upon completion of the Share Exchange.
Opinion of HUSA's Financial Advisor, page 65

4. We note your response to our prior comment 2. Please revise to quantify
 any compensation paid or to be paid to Evans & Evans in connection with
its role as
 financial advisor in connection with the Share Exchange. Refer to Item
14(b)(6) of
 Schedule 14A and Item 1015(b)(4) of Regulation M-A.

5. Please qualitatively and quantitatively describe all material
assumptions underlying
 the prospective financial information. Refer to Item 1015(b)(6) of
Regulation M-A.
 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
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