S-1: AB International Group Corp. Plans Resale of Up to 4.5 Billion Shares of Common Stock

AB International Group Corp. is registering for the resale of up to 4.5 billion shares of its common stock by Alumni Capital LP, potentially raising up to $7.5 million through an equity line and warrant exercise.

Summary

• AB International Group Corp. has filed a Form S-1 registration statement for the resale of up to 4,500,000,000 shares of its common stock.
• The shares are being offered by Alumni Capital LP, a Delaware Limited Partnership.
• 3,000,000,000 shares are purchasable by Alumni Capital under a Purchase Agreement, allowing AB International to sell up to $5,000,000 worth of shares at its discretion.
• An additional 1,500,000,000 shares are purchasable upon exercise of a Common Stock Purchase Warrant at $0.00128 per share, potentially generating $2.5 million in proceeds.
• AB International will not receive any proceeds from the resale of shares by Alumni Capital but may receive up to $5 million from the equity line and $2.5 million from the warrant exercise.
• The Common Stock is quoted on the OTCPink under the symbol ABQQ, with a last reported sale price of $0.0002 per share on June 24, 2024.
• The company's board previously approved a reverse stock split at a ratio of 1-for-2,000, but it is currently under review with FINRA and not yet effective.
• Investing in the company's common stock involves a high degree of risk.

Sentiment

Score: 3

Explanation: The document presents a high-risk investment opportunity with significant dilution potential. The company's reliance on the OTCPink market and its history of net losses raise concerns about its financial stability. While there is potential for the company to raise capital, the risks outweigh the potential rewards for most investors.

Positives

• The company has the potential to raise up to $7.5 million through the equity line and warrant exercise with Alumni Capital.
• The company retains the ownership and copyright of the NFT MMM platform, including the APP NFT MMM on Google Play, and the website: stareastnet.io.

Negatives

• The company will not receive any proceeds from the sale of Common Stock by the Selling Stockholder.
• The company's stock is quoted on the OTCPink, which is generally considered a less liquid and more speculative market.
• The company may only be able to raise a small portion of the entire commitment amount under the Purchase Agreement due to the low stock price.
• The company has a history of net losses and limited revenues.

Risks

• Investing in the company's common stock involves a high degree of risk.
• The company's stock is a penny stock, which is subject to additional regulations and may limit a stockholder's ability to buy and sell the stock.
• The company's stock price may be volatile and could fluctuate widely in price.
• Existing stockholders may experience significant dilution from the sale of common stock pursuant to the Alumni Capital Purchase Agreement.
• The company may not have access to the full amount under the Purchase Agreement due to the low stock price.

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 micro-cap company attempting to raise capital in the public markets. The use of equity lines and warrants is common in this sector, but it also carries significant risks of dilution for existing shareholders. The company's diverse business lines, including IP licensing, movie distribution, and theater operations, reflect an attempt to diversify revenue streams in a challenging market environment.

Comparison to Industry Standards

• The company's reliance on the OTCPink market for its stock quotation is indicative of its small size and limited trading volume, which is not comparable to companies listed on major exchanges like the NYSE or NASDAQ.
• The company's business model, which includes IP licensing, movie distribution, and theater operations, is similar to that of other small entertainment companies, but its scale and financial resources are significantly smaller than those of major studios or theater chains like AMC or Cinemark.
• The company's use of an equity line and warrants to raise capital is a common practice among micro-cap companies, but it also carries significant risks of dilution for existing shareholders, which is not typical for larger, more established companies.

Stakeholder Impact

• Existing shareholders may experience significant 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, customers, and suppliers.

Next Steps

• Alumni Capital will offer the shares for resale from time to time.
• The company will seek to obtain FINRA approval for the reverse stock split.
• The company will continue to market and promote the ABQQ.tv website and acquire additional broadcast rights for movies and TV series.

Key Dates

Keywords

common stock, resale, equity line, warrant, ABQQ, Alumni Capital, registration statement, OTCPink, reverse stock split, penny stock