AB International Group Corp. Files 8-K with Material Agreement

TL;DR

AB International Group Corp. filed an 8-K on June 13, 2024, reporting a material definitive agreement.

AI Summary

On June 13, 2024, AB International Group Corp. filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Nevada and its principal executive offices are located at 144 Main Street, Suite 1009, Mt. Kisco, NY.

Why It Matters

This 8-K filing indicates AB International Group Corp. has entered into a significant agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring further analysis of the agreement's terms.

Key Players & Entities

• AB International Group Corp. (company) — Registrant
• June 13, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• 144 Main Street, Suite 1009, Mt. Kisco, NY 10549 (address) — Principal Executive Offices
• (914) 202-3108 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $5 million — cause Alumni Capital to purchase up to $5 million of our common stock at the Investment A
• $250,000 — e will be in an amount greater than (i) $250,000 or (ii) three hundred percent (300%) of
• $5 m — nting (50%) of the commitment amount of $5 million, at an exercise price of $0.00128
• $0.00128 — of $5 million, at an exercise price of $0.00128 per share, subject to adjustments. The
• $3,000,000 b — se price per was calculated by dividing $3,000,000 by the total number of issued and outstan

Filing Documents

• abqq8k061324.htm (8-K) — 25KB
• ex10_1.htm (EX-10.1) — 173KB
• ex4_1.htm (EX-4.1) — 86KB
• 0001663577-24-000155.txt ( ) — 515KB
• abqq-20240613.xsd (EX-101.SCH) — 3KB
• abqq-20240613_lab.xml (EX-101.LAB) — 33KB
• abqq-20240613_pre.xml (EX-101.PRE) — 22KB
• abqq8k061324_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 13, 2024, we entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Alumni Capital LP, a Delaware limited partnership. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $5 million of our common stock at the Investment Amount (defined below) during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $5 million of our common stock shares pursuant to the Purchase Agreement or (ii) June 30, 2025. Pursuant to the Purchase Agreement, the "Investment Amount" means seventy percent (70%) of the lowest daily VWAP of the Common Stock five business days prior to the Closing of a Purchase Notice. No Purchase Notice will be made without an effective registration statement and no Purchase Notice will be in an amount greater than (i) $250,000 or (ii) three hundred percent (300%) of the Average Daily Trading Volume during the five business days prior to a Purchase Notice. The Purchase Agreement provides that the number of our common stock shares to be sold to Alumni Capital will not exceed the number of shares that, when aggregated together with all other shares of our common stock which the investor is deemed to beneficially own, would result in the investor owning more than 4.99% of our outstanding common stock. The percentage may be increased to no more than 9.99% upon notice under the Purchase Agreement. In consideration for Alumni Capital's execution and performance under the Purchase Agreement, the Company issued to Alumni Capital a Common Stock Purchase Warrant dated June 13, 2024 to purchase 1,953,125,000 shares of Common Stock, representing (50%) of the commitment amount of $5 million, at an exercise price of $0.00128 per share, subject to adjustments. The exercise price per was calculated by dividing $3,000,000

01 Other Events

Item 8.01 Other Events On May 18, 2023, our board of directors and majority shareholder approved giving the board of directors discretionary authority for a period of one year to file a certificate of change to our articles of incorporation to conduct a reverse split of our issued and outstanding shares of our common stock by a ratio of not less than 1-for-2,000 and not more than 1-for-20,000. On April 22, 2024, our board of directors approved a reverse split of our common stock at the ratio of 1-for-2,000. We have submitted an application with FINRA for the reverse split and it is currently under review. We have not yet received a market effective date for the reverse split. Our board of directors has the authority to abandon the reverse split at any time before the market effective date.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 Common Stock Purchase Agreement, dated June 13, 2024 4.1 Common Stock Purchase Warrant, dated June 13, 2024 2

SIGNATURES

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. AB International Group Corp. /s/ Chiyuan Deng Chiyuan Deng President Date: June 13, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR