AERA 8-K
AI Era Corp. (AERA)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code:
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______________________ (Former name or former address, if changed since last 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) | |
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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 1.01 Entry into a Material Definitive Agreement.
On February 21, 2025, the Company entered a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Anyone Pictures Limited (“APL”), whereby APL agreed to purchase 2,000,000,000 shares of common stock in the Company at $0.00015 per share for a total of $300,000.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is hereby incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The securities were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investors had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since the Investors agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Securities Purchase Agreement, dated February 21, 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: February 25, 2025
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STOCK PURCHASE AGREEMENT
AB INTERNATIONAL GROUP CORP.
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into by and among AB International Group Corp., a Nevada corporation (the “Company”) whose address is 144 Main Street Mount Kisco, NY 10549 USA and ANYONE PICTURES LIMITED (“Purchaser”), a Hong Kong Company whose address is Suite 604 Po Lung Centre, 11 Wang Chiu Road, Kowloon Bay, Hong Kong.
WHEREAS:
The Purchaser desires to purchase shares (“Shares”) of securities of the Company in accordance with the terms and conditions set forth herein.
The Company desires to issue and sell Shares to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE, IT IS AGREED AS FOLLOWS
| 1. | Shares |
Each share shall consist of one share of the common stock of the Company
| 2. | Purchase Price |
The purchase price per share (“Purchase Price”), payable in US Dollars, shall be USD0.00015 per share.
| 3. | Form of Payment |
The Purchaser shall pay the Purchase Price per Share multiplied by that number of Shares Purchased by wire transfer of immediately available funds to the Company
WIRE INSTRUCTIONS:
| ACCOUNT NAME | AB CINEMAS NY, INC. |
| BANK NAME | CATHAY BANK |
| BANK ADDRESS | 4128 TEMPLE CITY BLVD. ROSEMEAD, CA 91770 |
| BANK OFFICER | |
| BANK TELEPHONE | (212)9184519 |
| BANK FAX | |
| SWIFT CODE | XXXXXXX |
| IBAN / ABA ROUTING | |
INTERNATIONAL ACH / RTN NUMBER |
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| ACCOUNT NUMBER | XXXXXXXXX |
| SPECIAL WIRE INSTRUCTIONS OR |
| 4. | Issuance of Shares |
Five (5) business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Shares purchased
| 5. | Purchaser’s Representations and Warranties |
| (a) | As of the date hereof, the Purchaser is purchasing the Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from |
registration under the Securities Act of 1933, as amended (the “Act”).
| (b) | The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Act |
| (c) | The Purchaser and its advisors, if any, have been, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained. |
| (e) | The execution, delivery and performance of this Agreement by Purchaser does not and shall not constitute Purchaser’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Purchaser is a party, or by which Purchaser is or may be bound. |
| 6. | Company’s representations and warranties |
(a) Company is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.
(b) The execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to which the Company is a party, or by which Company is or may be bound.
| 7. | Restricted Securities Acknowledgement |
Purchaser acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act, and shall contain the following restrictive legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
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| 8. | Entire Agreement |
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
| 9. | Governing Law, Venue, Waiver of Jury Trial |
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Nevada for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 21st day of February 2025.
The Company:
AB INTERNATIONAL GROUP CORP.
/s/ Chiyuan Deng
By: Chiyuan Deng, CEO
Date: February 21, 2025
Purchaser:
ANYONE PICTURES LIMITED
/s/ Heidi Liu
By: Heidi Liu, Financial Manager
Date: February 21, 2025
Number of Shares Purchased: 2,000,000,000
Total Purchase Price: USD$300,000.
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