DEF 14C: AB International Group Corp. Announces Strategic Reverse Stock Split and Rebranding to AI Era Corp. to Enhance Market Position

AB International Group Corp. has approved a significant reverse stock split ranging from 1-for-2,000 to 1-for-20,000 and a name change to AI Era Corp., aiming to improve stock market eligibility and attract new investment.

Summary

• The Board of Directors and the Majority Stockholder of AB International Group Corp. approved a reverse stock split and a company name change on June 5, 2025.
• The reverse stock split will be in a range of not less than 1-for-2,000 and not more than 1-for-20,000 of the issued and outstanding common stock.
• The company's name will change from AB International Group Corp. to AI Era Corp.
• These actions were approved by written consent of the Majority Stockholder, holding 100,000 shares of Series A Preferred Stock, which represents 51% of the company's voting power as of June 5, 2025.
• The primary reason for the reverse split is to increase the common stock's bid price, which was below $0.01 on June 5, 2025, to regain eligibility for quotation on the OTCQB marketplace (which requires a minimum $0.01 stock price) and potentially uplist to a national exchange.
• The name change is intended to align the company's identity with its business, suggesting a focus on the 'AI Era'.
• As of May 27, 2025, there were 8,031,527,432 shares of common stock outstanding and 100,000 shares of Series A preferred stock outstanding.
• The reverse split will reduce the number of outstanding common shares, for example, from 8,031,527,432 to between 4,015,763 (1-for-2,000) and 401,576 (1-for-20,000) shares.
• Fractional shares resulting from the reverse split will be rounded up to the next whole number.
• The reverse split will increase the net income or loss and net book value per share of common stock due to fewer shares outstanding.
• The company will have additional authorized common stock available for various corporate purposes, including raising working capital, equity incentives, strategic relationships, acquisitions, and general corporate needs.
• The effective date for both the reverse split and name change is anticipated to be on or about July 10, 2025, following a 20-day waiting period after the Definitive Information Statement is mailed.
• The company will receive a new CUSIP number for its common stock upon the reverse split, and a new trading symbol will be reported via Form 8-K.

Sentiment

Score: 6

Explanation: The document outlines strategic corporate actions aimed at improving market eligibility and attracting investment, which are generally positive intentions. However, it includes explicit disclaimers about the uncertainty of achieving these desired outcomes and potential negative effects like reduced liquidity and increased odd-lot issues. The sentiment is cautiously optimistic due to the stated goals but tempered by the acknowledged risks.

Positives

• The reverse stock split aims to increase the per-share price, potentially allowing the company to regain eligibility for quotation on the OTCQB and meet qualifications for uplisting to a national exchange, which could attract more institutional investors.
• A higher stock price may enhance the acceptability and marketability of the common stock to the financial community and investing public, as many institutional investors avoid lower-priced stocks.
• The reduction in total outstanding shares may make the company's capitalization structure more attractive to potential investors.
• The reverse split will create additional authorized shares of common stock, providing flexibility for future corporate purposes such as raising working capital through equity issuances, providing equity incentives, establishing strategic relationships, and funding acquisitions.
• The name change to 'AI Era Corp.' is intended to provide an improved identity that aligns with the company's business, potentially enhancing its brand and market perception.

Negatives

• The document explicitly states there is no assurance that the reverse split will result in an increased stock price, or that any increase will be sustained, as the company cannot control market reaction.
• There is no assurance that an increased market price will encourage more broker-dealers or investors to become involved in the company's common stock.
• The liquidity of the common stock could be adversely affected by the decreased number of shares outstanding after the reverse split.
• The decreased liquidity may not be offset by increased investor interest, potentially making it harder for shareholders to trade shares.
• The reverse split will increase the number of shareholders who own odd-lots (fewer than 4 shares), who may experience increased costs and difficulty in selling their shares.

Risks

• The market price for the company's common stock may not increase or be sustained after the reverse split.
• The company cannot control the market's reaction to the reverse split.
• An increased market price, if it occurs, may not encourage more broker-dealers or investors to become involved in the company's common stock.
• The liquidity of the company's common stock could be adversely affected by the decreased number of shares outstanding after the reverse split.
• The decreased liquidity that may result from having fewer shares issued and outstanding may not be offset by increased investor interest in the common stock.
• Any issuance of additional shares of common stock from the newly authorized pool would likely dilute the earnings per share and book value per share of outstanding shares.
• The reverse split may have an anti-takeover effect, as the Board could use additional shares to resist a third-party takeover effort, potentially denying shareholders an above-market premium.
• Shareholders owning odd-lots (fewer than 4 shares) after the split may experience an increase in the cost of selling their shares and may have greater difficulty in making sales.

Future Outlook

The company anticipates that the reverse split will help it regain eligibility for quotation on the OTCQB and potentially facilitate an uplist to a national exchange. The name change to AI Era Corp. is expected to provide an improved identity aligned with the company's business. The company also expects to have additional shares available for future corporate needs, including raising capital and pursuing acquisitions.

Management Comments

• "The Board and Majority Stockholder believe that the Reverse Split is necessary and advisable in order to regain eligibility to be quoted on the OTCQB or even a national exchange."
• "It is the Boards and Majority Stockholders opinion that the Reverse Split would assist our company regain eligibility to be quoted on the OTCQB or a national exchange to better facilitate our ability to attract investment and business opportunities."
• "The Board and Majority Stockholder also believe that a name change is appropriate to align the business of the Company with a more appropriate name."
• "Management believes that changing our name to AI Era Corp. will give the Company an improved identity."

Industry Context

This announcement reflects a common strategy for micro-cap companies trading on OTC markets to improve their stock's marketability and attract broader investor interest. Companies often undertake reverse stock splits to meet minimum bid price requirements for higher-tier exchanges (like OTCQB or national exchanges) and to make their stock more appealing to institutional investors who have policies against holding 'penny stocks.' The name change to 'AI Era Corp.' also indicates a strategic pivot or emphasis towards the rapidly growing artificial intelligence sector, a trend seen across various industries as companies seek to align with high-growth narratives.

Corporate Governance

Related Party Transactions

• Chiyuan Deng, the Chief Executive Officer and President, is also the Majority Stockholder, holding all 100,000 shares of Series A Preferred Stock (51% voting power) and 2,185,852,733 common shares (27.21%). He executed the written consent in favor of the Reverse Split and Name Change, effectively approving the actions as the Majority Stockholder.

Stakeholder Impact

• **Shareholders:** Will see a significant reduction in the number of shares they own, with fractional shares rounded up. Their percentage ownership will remain the same immediately after the split. They may experience increased per-share value (though not guaranteed) and potential future dilution from new share issuances. Shareholders holding odd-lots may face higher selling costs.
• **Potential Investors:** The actions aim to make the stock more attractive to institutional investors and the broader financial community by increasing the per-share price and potentially enabling uplisting to higher-tier exchanges.
• **Employees, Officers, and Directors:** The availability of additional authorized shares could facilitate equity incentives for these groups.
• **Regulatory Bodies (FINRA, SEC):** The company is undertaking these actions to comply with listing requirements of OTCQB and potentially national exchanges, and must notify FINRA and file with the SEC.

Next Steps

• The Definitive Information Statement will be mailed to stockholders on or about June 20, 2025.
• The company must notify the Financial Industry Regulatory Authority (FINRA) by filing the Issuer Company Related Action Notification Form no later than ten (10) days prior to the anticipated effective date of the Reverse Split and Name Change.
• The Reverse Split and Name Change will not be effective until twenty (20) days after the Definitive Information Statement is filed with the SEC and mailed to stockholders.
• The company anticipates the Reverse Split and Name Change to become effective on or about July 10, 2025.
• The company intends to file a Certificate of Change/Amendment to its Articles of Incorporation with the Secretary of State of Nevada approximately twenty (20) days from the date the Information Statement is sent to shareholders.
• The company will report its new CUSIP number and new trading symbol in a Current Report on Form 8-K once established.

Key Dates

Recommendation

Keywords

Reverse Stock Split, Name Change, SEC Filing, DEF 14C, Corporate Governance, Stock Market Eligibility, OTCQB, National Exchange Uplist, Share Dilution, Capital Structure, AI Era Corp., AB International Group Corp., Chiyuan Deng, Preferred Stock, Voting Power