AB International Group Corp. Files S-1 for Securities Offering
Ticker: AERA · Form: S-1 · Filed: Jun 26, 2024 · CIK: 1605331
Sentiment: neutral
Topics: s-1, registration-statement, public-offering
TL;DR
AB International Group Corp. just filed an S-1, meaning they're gearing up to sell stock to the public.
AI Summary
AB International Group Corp. filed an S-1 registration statement on June 26, 2024, to register securities for public sale. The company, incorporated in Nevada with its principal executive offices at 144 Main Street, Mt. Kisco, NY, is offering these securities on a delayed or continuous basis.
Why It Matters
This S-1 filing indicates AB International Group Corp. is preparing to offer its securities to the public, which could signal future growth or financing activities for the company.
Risk Assessment
Risk Level: medium — As an S-1 filing, it represents a company preparing for a public offering, which inherently carries market and execution risks.
Key Players & Entities
- AB INTERNATIONAL GROUP CORP. (company) — Registrant
- 0001605331 (company) — Central Index Key
- NV (company) — State of Incorporation
- 371740351 (company) — IRS Employer Identification Number
- 144 Main Street, Mt. Kisco, NY 10549 (company) — Principal Executive Offices
- (914) 202-3108 (company) — Business Phone Number
- The Doney Law Firm (company) — Correspondence Address
- 4955 S. Durango Rd. Ste. 165 Las Vegas, NV 89113 (company) — Correspondence Address
- (702) 982-5686 (company) — Correspondence Phone Number
- 20240626 (date) — Filing Date
FAQ
What is the purpose of this S-1 filing?
The purpose of this S-1 filing is to register securities for proposed sale to the public by AB International Group Corp.
When was this S-1 filing submitted to the SEC?
This S-1 filing was submitted to the SEC on June 26, 2024.
Where are AB International Group Corp.'s principal executive offices located?
AB International Group Corp.'s principal executive offices are located at 144 Main Street, Mt. Kisco, NY 10549.
In which state was AB International Group Corp. incorporated?
AB International Group Corp. was incorporated in Nevada (NV).
Is the offering of securities being made on a delayed or continuous basis?
Yes, the filing indicates that the securities are to be offered on a delayed or continuous basis pursuant to Rule 415.
Filing Stats: 4,613 words · 18 min read · ~15 pages · Grade level 14.8 · Accepted 2024-06-26 14:35:33
Key Financial Figures
- $0.001 — 0,000 shares of common stock, par value $0.001 per share (the “Common Stock), of
- $5,000,000 — dquo; 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_s1.htm (S-1) — 1544KB
- ex3_5.htm (EX-3.5) — 32KB
- ex5_1.htm (EX-5.1) — 9KB
- ex23_1.htm (EX-23.1) — 5KB
- ex107.htm (EX-FILING FEES) — 10KB
- image_003.jpg (GRAPHIC) — 11KB
- image_005.jpg (GRAPHIC) — 29KB
- image_112.jpg (GRAPHIC) — 4KB
- 0001663577-24-000159.txt ( ) — 1661KB
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 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 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 39 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 41 We have not, and the Selling Stockholders have not, authorized anyone to provide you with information other than that contained or incorporated by reference 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 or incorporated by reference 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 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 or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, 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, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents t
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 licens