S-1/A: AB International Group Corp. Files Amendment No. 1 to Registration Statement on Form S-1/A

AB International Group Corp. files an amendment to its registration statement for the potential resale of up to 4,500,000,000 shares of common stock by Alumni Capital LP.

Summary

• AB International Group Corp. filed Amendment No. 1 to its registration statement on Form S-1/A.
• The filing pertains to the potential resale of up to 4,500,000,000 shares of common stock by Alumni Capital LP.
• Alumni Capital acquired 3,000,000,000 shares through a Purchase Agreement and 1,500,000,000 shares through a Common Stock Purchase Warrant.
• The company may receive up to $5 million from the sale of common stock to Alumni Capital under the Equity Line and up to $2.5 million from the exercise of the Common Stock Purchase Warrant.
• The company will not receive any proceeds from the sale of Common Stock by the Selling Stockholder.
• The company's common stock is quoted on the OTCPink under the symbol ABQQ.
• The last reported sale price of the Common Stock on the OTCPink was $0.0002 per share on July 5, 2024.
• The board of directors approved a reverse split of the company's common stock at a ratio of 1-for-2,000, but it is currently under review with FINRA.
• The board of directors has the authority to abandon the reverse split at any time before the market effective date.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there's potential for capital infusion, the company's reliance on external funding, penny stock status, and pending reverse split raise concerns. The risks outlined in the document outweigh the potential benefits, resulting in a slightly negative sentiment.

Positives

• The company has the potential to receive up to $7.5 million in proceeds from Alumni Capital through the Equity Line and Warrant exercise.
• The company has acquired 73 movie copyrights and broadcast rights and a 75-episode TV drama series.
• The company has a lease agreement for the Mt. Kisco Theatre, which started operations in October 2022.
• The company licensed NFT MMM platform to a third party from November 1, 2023 until October 31, 2025.

Negatives

• The company will not receive any proceeds from the sale of Common Stock by the Selling Stockholder.
• The company has a limited operating history and has generated limited revenues.
• The company is dependent on outside financing for continuation of its operations.
• The company's stock is a penny stock, which may limit a stockholder's ability to buy and sell the stock.

Risks

• The company's operations and performance depend significantly on global and regional economic conditions.
• A lack of movie production and poor quality of movies would materially and adversely affect the company's profitability.
• Any incidents affecting the company's network and information systems or other technologies could have an adverse impact on its business, reputation and results of operations.
• The company's business involves risks of liability claims for content of material, which could adversely affect its business, results of operations and financial condition.
• The company's existing stockholders may experience significant dilution from the sale of its common stock pursuant to the Alumni Capital Purchase Agreement.
• The company may not have access to the full amount under the Purchase Agreement.

Future Outlook

The company anticipates an increase in revenue in the future by selling movie and TV drama copyrights and broadcast rights, achieving enough customers to start subscriptions for ABQQ.tv and generating movie tickets and related revenues from its Mt. Kisco movie theatre in New York. The company also hopes to generate more license revenue from its NFT MMM platform.

Industry Context

The document reflects a company attempting to raise capital in the competitive entertainment and intellectual property space, utilizing both traditional and novel financing methods (equity lines and NFT licensing). The company is shifting its business strategy from online only to the combination of online and offline business.

Comparison to Industry Standards

• It is difficult to compare AB International Group Corp. to industry standards due to its unique combination of intellectual property licensing, movie distribution, and theater operations.
• Comparable companies in the movie theater industry include AMC Entertainment and Cinemark, which have significantly larger market capitalizations and revenue streams.
• In the NFT space, companies like OpenSea and Rarible are major players, but AB International's NFT MMM platform focuses specifically on movies and music, differentiating it from broader NFT marketplaces.
• Equity lines of credit are a relatively common financing tool for small-cap companies, but their effectiveness depends heavily on the company's stock price and trading volume.

Stakeholder Impact

• Shareholders may experience dilution from the sale of common stock pursuant to the Alumni Capital Purchase Agreement.
• The company's ability to execute its business plan and generate revenue will impact its employees and stakeholders.
• The success of the Mt. Kisco Theatre will impact the local community and its customers.

Next Steps

• Receive market effective date from FINRA for the reverse stock split.
• Execute Purchase Notices under the Common Stock Purchase Agreement with Alumni Capital LP.
• Continue marketing and promoting the ABQQ.tv website.
• Acquire additional broadcast rights for movies and TV series.
• Obtain at least 200 broadcast rights of movie and TV series to start charging subscription fees.

Key Dates

Keywords

common stock, Alumni Capital, registration statement, AB International Group, shares, purchase agreement, reverse split, equity line, warrant, ABQQ