8-K - AERA - Equibles

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 18, 2025

AI Era Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-55979	37-1740351
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
144<br> Main Street,<br><br> <br>Mt. Kisco, NY	10549
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (917) 336-2398

AB International Group Corp.<br><br> <br>(Former name or former address, if changed since last<br> report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 3.03. Material Modification to Rights of Security Holders. ∙

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Changein Fiscal Year.

On June 5, 2025, the holders of a majority of the voting power of the Company’s outstanding capital stock approved (i) a reverse stock split of the Company’s issued and outstanding common stock within a range of not less than 1-for-2,000 and not more than 1-for-20,000 (with the exact ratio and the treatment of fractional shares to be determined by the Board of Directors) and (ii) an amendment to the Articles of Incorporation to change the name of the Company from “AB International Group Corp.” to “AI Era Corp.”

The Board of Directors has fixed the reverse-split ratio at 1-for-2,000 and has directed that both the reverse stock split (the “Reverse Stock Split”) and the corporate name change to “AI Era Corp.” (the “Name Change”) be implemented effective December 18, 2025 (the “Market Effective Date”) upon receipt of FINRA’s market-effective notice on December 17, 2025.

Reason for the Reverse Stock Split and Name Change

The primary purpose of the Reverse Stock Split is to increase the per-share trading price of the Common Stock to regain and maintain eligibility for quotation on the OTCQB tier of the OTC Markets Group, Inc., which requires a minimum bid price of $0.01 per share. The Board also believes the Reverse Stock Split may facilitate potential uplisting to a national securities exchange in the future by improving the attractiveness of the Common Stock to institutional investors, analysts, and the broader financial community. This aligns with the Company’s strategic enhancements, including the formation of wholly owned subsidiary AI+ Hubs Corp. and the acquisition of the ufilm AI intellectual property for AI-generated content creation.

The Name Change to “AI Era Corp.” reflects the Company’s strategic focus on artificial intelligence technologies in media production and distribution, particularly through its ufilm AI system and AI+ Hubs Corp. subsidiary.

Effects of the Reverse Stock Split and Name Change

Effective Date; Symbol; CUSIP Number. The Common Stock will begin trading on a split-adjusted basis on the OTCPink on the Market Effective Date under the temporary trading symbol “ABQQD.” The CUSIP number for the Common Stock has changed to 00083U509. The fifth character “D” will be removed from the trading symbol after 20 business days, at which time the symbol will be changed to “AERA” to reflect the new name.

Split Adjustment; Treatment of Fractional Shares. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split is being rounded up to the nearest whole share. No cash or other consideration will be paid in connection with fractional shares.

Amendment. The Reverse Stock Split was effected pursuant to a Certificate of Change filed with the Nevada Secretary of State on November 26, 2025. The Name Change was effected pursuant to a Certificate of Amendment filed with the Nevada Secretary of State on December 2, 2025. Copies of both documents are attached as Exhibit 3.1 (Certificate of Change) and Exhibit 3.2 (Certificate of Amendment).

Those shares of the Company’s common stock held by stockholders through a brokerage account will automatically adjust to reflect the 1-for-2,000 share reverse split. It is not necessary that stockholders holding shares of the Company’s common stock in certificated form exchange their existing stock certificates for new stock certificates in connection with the reverse split, although stockholders may do so if they wish.

Capitalization. As of December 18, 2025 (immediately prior to the Reverse Stock Split), there were 4,371,527,432 shares of Common Stock issued and outstanding. Following the Reverse Stock Split, there will be approximately 2,185,764 shares of Common Stock issued and outstanding (subject to minor adjustment due to rounding up of fractional shares). There is no change to the Company’s 10,000,000,000 authorized shares of common stock.

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Proportional adjustments will also be made to all the Company’s outstanding securities including the shares issuable in connection with the Company’s outstanding convertible preferred stock, stock options, and warrants.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
3.1	Certificate of Change, dated November 26, 2025
3.2	Certificate of Amendment, dated December 2, 2025

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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

Chief Executive Officer and Chief Financial Officer

Date: December 30, 2025

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FRANCISCOV. AGUILAR

Secretary of State

401 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:www.nvsos.gov

Business Number

E0369112013-6

Filing Number

20255336780

Filed On

11/29/2025

Certificate of Change Pursuant to NRS 78.209

INSTRUCTIONS:<br><br> <br>1.** Enter the current name as on file with the Nevada Secretary of State and enter the Entity or<br> Nevada Business Identification Number (NVID).<br><br> <br>2. Indicate the current number of authorized shares and par value, if any, and each class or series<br> before the change.<br><br> <br>3. Indicate the number of authorized shares and par value, if any of each class or series after<br> the change.<br><br> <br>4. Indicate the change of the affected class or series of issued, if any, shares after the change<br> in exchange for each issued share of the same class or series.<br><br> <br>5. Indicate provisions, if any, regarding fractional shares that are affected by the change.<br><br> <br>6. NRS required statement.<br><br> <br>7. This section is optional. If an effective date and time is indicated the date must not be more<br> than 90 days after the date on which the certificate is filed.<br><br> <br>8.** Must be signed by an Officer. Form will be returned if unsigned.
1. Entity Information:	Name of entity as on file with the Nevada Secretary of State:<br> AB International<br> Group Corp.<br> <br> Entity<br> or Nevada Business Identification Number (NVID): NV20131452425
2. Current Authorized Shares:	The current number of authorized shares and the par<br> value, if any, of each class or series, if any, of shares before the change:<br> 10,000,000,000 shares of common stock, par value 0.001<br> per share<br> 10,000,000<br> shares of preferred stock, par value 0.001 per share
3. Authorized Shares After Change:	The number of authorized shares and the par value, if any,<br> of each class or series, if any, of shares after the change:<br> 10,000,000,000 shares of common stock, par value 0.001<br> per share<br> 10,000,000<br> shares of preferred stock, par value 0.001 per share
4. Issuance:	The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

5. Provisions:	The provisions, if any, for the<br> issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of<br> a share and the percentage of outstanding shares affected thereby:<br> Fractional shares shall be rounded up to the nearest whole number.
6. Provisions:	The required approval of the stockholders has been obtained.
7. Effective Date and time: (Optional)	Date:<br> Time: <br> (must not be later than 90 days after the certificate<br> is filed)
8. Signature:<br><br> <br>(Required)	X<br> Chiyuan Deng President 11/25/2025<br> Signature<br> of Officer Title Date

All values are in US Dollars.

FRANCISCOV. AGUILAR

Secretary of State

401 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:www.nvsos.gov

Profit Corporation:<br><br><br><br><br><br><br><br>Certificateof Amendment (PURSUANT TO NRS 78.380 &<br>78.385/78.390)<br><br><br><br>Certificateto Accompany Restated Articles or Amended and<br><br><br><br>RestatedArticles (PURSUANT TO NRS 78.403)<br><br><br><br>Officer’sStatement (PURSUANT TO NRS 80.030)

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

1. Entity information:	Name of entity:<br><br> <br>AB INTERNATIONAL GROUP CORP.<br><br> <br>Entity or Nevada<br> Business Identification Number (NVID): NV20131452425
2. Restated or<br><br> <br>Amended and<br><br> <br>Restated Articles:<br><br> <br>(Select<br> one)<br><br> <br><br><br> <br>(If<br> amending and<br><br> <br>restating<br> only, complete section 1,2,3,5 and 6 ****	☐<br> Certificate to Accompany Restated Articles or Amended and Restated Articles<br><br> <br>☐<br> Restated Articles - No amendments, articles are restated only and are signed by an<br><br> <br>officer<br> of the corporation who has been authorized to execute the certificate by<br><br> <br><br><br><br><br>resolution of<br>the board of directors adopted on: _________<br><br><br>The certificate<br>correctly sets forth the text of the articles or certificate as amended to the date of the certificate.<br><br><br>☐<br>Amended and Restated Articles<br><br><br><br><br><br><br><br> <br>*Restated<br> or Amended and Restated Articles must be included with this filing type.
**<br><br> <br>3. Type of Amendment Being Completed:** (Select<br> only one box)<br><br> <br><br><br> <br>(If amending,<br> complete section 1,3,5 and 6)	☐<br> Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before<br> Issuance of Stock)<br><br><br><br>The undersigned<br>declare that they constitute at least two-thirds of the following:<br><br><br><br>(Check only one box) ☐<br>incorporators ☐ board of directors<br><br><br><br><br><br><br>The undersigned affirmatively declare<br>that to the date of this certificate, no stock of the corporation has been issued
	☒ Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and<br><br><br><br>78.390<br>- After Issuance of Stock)<br><br><br>The vote by which<br>the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater<br>proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions<br>of the articles of incorporation* have voted in favor of the amendment is: Majority
	☐ Officer's Statement<br> (foreign qualified entities only) -<br><br><br><br>Name in home state, if using a modified name<br>in Nevada:<br><br><br><br>________________________________________<br><br><br><br>Jurisdiction of formation: _________________________<br><br><br><br>Changes to takes the following effect:<br><br><br><br>☐ The entity name has been<br>amended. ☐ Dissolution<br><br><br>☐ The purpose of the entity<br>has been amended. ☐ Merger<br><br><br>☐ The authorized shares have been amended. ☐<br>Conversion<br><br><br>☐ Other: (specify changes)<br><br><br><br><br><br>* Officer's Statement must be submitted with either a certified copy<br>of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place<br>of the corporations creation.

This form must be accompanied by appropriate fees

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BARBARAK. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website:www.nvsos.gov

Profit Corporation:<br><br><br><br><br><br><br><br>Certificateof Amendment (PURSUANT TO NRS 78.380 &<br>78.385/78.390)<br><br><br><br>Certificateto Accompany Restated Articles or Amended and<br><br><br><br>RestatedArticles (PURSUANT TO NRS 78.403)<br><br><br><br>Officer’sStatement (PURSUANT TO NRS 80.030)
4. Effective Date and Time: (Optional)	Date: ______________ Time:______________<br><br> <br>(must not be later than 90<br> days after the certificate is filed)
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5.Information Being Changed:(Domestic Corporations only)	Changes to takes the following effect:<br><br><br><br>☒ The entity name has been amended.<br><br><br><br>☐ The registered agent has been changed. (attach<br>Certificate of Acceptance from new registered agent)<br><br><br><br>☐ The purpose of the entity<br>has been amended.<br><br><br>☐ The authorized shares have been amended.<br><br><br><br>☐ The directors, managers or general partners<br>have been amended.<br><br><br>☐ IRS tax language has been added.<br><br><br><br>☐ Articles have been added.<br><br><br>☐ Articles have<br>been deleted.<br><br><br>☐ Other.<br><br><br><br>The articles have been amended as follows: (provide<br>article numbers, if available)<br><br><br>The Name of the Company is AI Era Corp.<br><br><br><br><br><br>(attach additional page(s) if necessary)
6. Signature: (Required)	X /s/ Chiyuan Deng<br><br> <br>Signature<br> of Officer or Authorized Signer Title: President<br><br> <br>X ______________<br><br> <br>Signature<br> of Officer or Authorized Signer Title:<br><br> <br><br><br> <br>*If<br> any proposed amendment would alter or change any preference or any relative or other<br> right given to any class or series of outstanding shares, then the amendment must be<br> approved by the vote, in addition to the affirmative vote otherwise required, of the<br> holders of shares representing a majority of the voting power of each class or series<br> affected by the amendment regardless to limitations or restrictions on the voting power<br> thereof.
	Please include any required or optional information in space below:<br><br> <br>(attached<br> additional pages if necessary)

This form must be accompanied by appropriate fees

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