AB International Group Corp. Amends S-1 Registration

TL;DR

ABQQ filed an S-1/A amendment, likely addressing SEC comments. Keep an eye on further updates.

AI Summary

AB International Group Corp. filed an S-1/A amendment on July 8, 2024, to its registration statement. The filing indicates the company's fiscal year ends on August 31st and its principal business address is in Mt. Kisco, NY. This amendment is a response to SEC comments on a previous filing.

Why It Matters

This S-1/A filing is an update to AB International Group Corp.'s registration statement, which is a crucial step for companies looking to go public or issue new securities.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is in the process of significant corporate actions like an IPO or a new securities offering, which inherently carry risks.

Key Numbers

• 0831 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 333-280489 — SEC File Number (Unique identifier for the company's SEC filings.)

Key Players & Entities

• AB INTERNATIONAL GROUP CORP. (company) — Filer of the S-1/A amendment.
• 0001605331 (company) — Central Index Key for AB International Group Corp.
• MT. KISCO, NY (location) — Location of AB International Group Corp.'s business and mailing address.
• July 8, 2024 (date) — Date of the S-1/A filing.

FAQ

Key Financial Figures

• $0.001 — 0,000 shares of common stock, par value $0.001 per share (the "Common Stock), of AB In
• $5,000,000 — ut"," or sell, at our discretion, up to $5,000,000 worth of shares of Common Stock to Alum
• $420,000 — ment would only represent approximately $420,000 using 70% of the lowest daily VWAP for
• $0.00128 — 00,000 are purchasable upon exercise at $0.00128 per share by Alumni Capital pursuant to
• $3,000,000 b — se price per was calculated by dividing $3,000,000 by the total number of issued and outstan
• $5 million — r, we may receive up to an aggregate of $5 million in proceeds from the sale of our Common
• $2.5 million — l pursuant to the Equity Line and up to $2.5 million in proceeds if Alumni Capital exercises
• $0.0002 — of the Common Stock on the OTCPink was $0.0002 per share. On May 18, 2023, our board
• $6,979 — e rent obligation will be approximately $6,979, which amount will increase in year thr
• $13,260 — h amount will increase in year three to $13,260, year four at $13,658 and the final yea
• $13,658 — in year three to $13,260, year four at $13,658 and the final year at $14,067 in accord
• $14,067 — r four at $13,658 and the final year at $14,067 in accordance with the terms of the Lea
• $60,000 — t 19, 2023 for a monthly license fee of $60,000. Pursuant to the agreement, the Company
• $100,000 — mentation service and consulting fee of $100,000. Subsequent to the license renewal on N
• $250,000 — ights of total 59 movies for a price of $250,000. The granted broadcast rights are globa

Filing Documents

• abqq_s1a.htm (S-1/A) — 2155KB
• ex23_1.htm (EX-23.1) — 5KB
• image_005.jpg (GRAPHIC) — 29KB
• 0001663577-24-000175.txt ( ) — 8692KB
• abqq-20240229.xsd (EX-101.SCH) — 57KB
• abqq-20240229_cal.xml (EX-101.CAL) — 78KB
• abqq-20240229_def.xml (EX-101.DEF) — 244KB
• abqq-20240229_lab.xml (EX-101.LAB) — 340KB
• abqq-20240229_pre.xml (EX-101.PRE) — 368KB
• abqq_s1a_htm.xml (XML) — 1356KB

RISK FACTORS

RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 16

DILUTION

DILUTION 17 SELLING STOCKHOLDERS 17 PLAN OF DISTRIBUTION 18

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 19 DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS, AND CONTROL PERSONS 22

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24

BUSINESS

BUSINESS 27 MARKET PRICE OF THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS 29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 33 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 37

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT 38 LEGAL MATTERS 39 EXPERTS 39 WHERE YOU CAN FIND MORE INFORMATION 39 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 40 We have not, and the Selling Stockholders have not, authorized anyone to provide you with information other than that contained in this prospectus and any applicable prospectus supplement or amendment. We have not, and the Selling Stockholders have not, authorized any person to provide you with different information. This prospectus is not an offer to sell, nor is it an offer to buy, these securities in any jurisdiction where the offer is not permitted. The information contained in this prospectus and any applicable prospectus supplement or amendment is accurate only as of its date. Our business, financial condition, results of operations, and prospects may have changed since that date. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC") pursuant to which the Selling Stockholder named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions "Where You Can Find More Information" in this prospectus. Neither we nor the Selling Stockholder have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus. You must not rely upon any inform

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder. We may receive up to an aggregate of $5 million in proceeds from the sale of our Common Stock to Alumni Capital pursuant to the Equity Line and up to $2.5 million in proceeds from the exercise of the Common Stock Purchase Warrant. Plan of Distribution The Selling Stockholder may, from time to time, sell any or all of their shares of our Common Stock on the stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be fixed or negotiated prices. For further information, see "Plan of Distribution" beginning on page 14.

Risk Factors

Risk Factors This investment involves a high degree of risk. See "Risk Factors" for a discussion of factors you should consider carefully before making an investment decision. OTCPink symbol "ABQQ." 4 Table of Contents

RISK FACTORS

RISK FACTORS This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment. Operational Risks AB Cinemas theatres/Movie Distribution risks relating to motion picture production and theatrical performance; our lack of control over distributors of films; intense competition in the geographic areas in which we operate among exhibitors or from other forms of entertainment; increased use of alternative film delivery methods including premium video on demand or other forms of entertainment; shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date; AB Cinemas may not meet anticipated revenue projections, which could result in a negative impact upon operating results; failures, unavailability or security breaches of our information systems; dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions; our ability to achieve expected synergies, benefits and performance from our strategic theatre acquisitions and strategic initiatives; the risk of severe weather events or other events caused by climate change disrupting or limiting operations; supply chain disruptions and labor shortages may negatively impact our operating results; and optimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs. NFT MMM license business The licensee(s) inability to pay license fees to the company for any reason, because they are fi

View Full Filing

View this S-1/A filing on SEC EDGAR