AB International Group Corp. (ABQQ) cancels 3.75B shares, about 46% of stock

Rhea-AI Filing Summary

AB International Group Corp. disclosed that it entered into and closed a major stock repurchase with Anyone Pictures Limited. The company bought back 3,750,000,000 shares of its common stock for an aggregate purchase price of $675,000, or about $0.00018 per share.

The repurchased shares represent approximately 46.1% of the company’s currently outstanding common stock, based on 8,121,527,432 shares outstanding as of the most recent practicable date before the deal. After closing, these shares were returned to treasury and canceled, meaning they are no longer outstanding. The transaction was completed on December 8, 2025, and relied on the private offering exemption under Section 4(a)(2), with the selling stockholder represented as an accredited investor.

Positive

• Repurchase and cancellation of 3,750,000,000 shares, equal to about 46.1% of outstanding common stock, materially reduces share count for a stated price of $675,000.

Negative

• None.

Insights

Equity capital structure analyst

ABQQ retired about 46% of its common shares for $675,000, materially reshaping its equity base.

AB International Group Corp. executed a repurchase of 3,750,000,000 common shares from Anyone Pictures Limited for $675,000, at roughly $0.00018 per share. The filing states this block equaled about 46.1% of the company’s currently outstanding common stock, based on 8,121,527,432 shares outstanding as of the most recent practicable date.

Upon closing on December 8, 2025, the shares were returned to treasury and canceled, so they are no longer counted as outstanding. This is a very large change in share count, which can significantly affect ownership percentages and per-share figures for remaining holders. Cash outflow is limited to the stated $675,000 consideration, while the transaction structure relies on a private placement exemption under Section 4(a)(2), with the counterparty represented as an accredited investor.

The Repurchase Agreement includes customary representations, warranties, and covenants, and was effective immediately upon execution. Future disclosures in periodic reports may show how the reduced share count interacts with earnings, book value, or other per-share metrics after the cancellation recorded on December 8, 2025.

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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 8, 2025

AB International Group 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 Main Street, Mt. Kisco, NY	10549
(Address of principal executive offices)	(Zip Code)

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

______________________

(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)
[ ]	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 1.01. Entry into a Material Definitive Agreement.

On December 8, 2025, AB International Group Corp., a Nevada corporation (the “Company”), entered into a Repurchase Agreement (the “Repurchase Agreement”) with Anyone Pictures Limited (the “Stockholder”), pursuant to which the Company agreed to repurchase from the Stockholder 3,750,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), for an aggregate purchase price of $675,000 USD (the “Purchase Price”), or approximately $0.00018 per share.

The repurchase represents approximately 46.1% of the Company’s currently outstanding common stock (based on 8,121,527,432 shares outstanding as of the most recent practicable date prior to the transaction). Upon closing of the transaction, the Shares will be returned to the Company’s treasury and canceled.

The transaction closed simultaneously with the execution of the Repurchase Agreement on December 8, 2025. Payment of the Purchase Price has been made, and the Shares have been surrendered and canceled on the books of the Company.

The Repurchase Agreement contains customary representations, warranties, and covenants of the parties. A copy of the Repurchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.

Item 3.02 Unregistered Sales of Equity Securities.

The repurchase of the Shares described above was undertaken in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. The Stockholder represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.1	Repurchase Agreement dated December 8, 2025, by and between AB International Group Corp. and Anyone Pictures Limited

2

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 8, 2025

3

FAQ

What major transaction did AB International Group Corp. (ABQQ) announce?

AB International Group Corp. entered into a Repurchase Agreement with Anyone Pictures Limited on December 8, 2025, under which it repurchased 3,750,000,000 shares of its common stock for an aggregate purchase price of $675,000.

How large is the ABQQ share repurchase relative to its outstanding stock?

The company states that the 3,750,000,000 repurchased shares represent approximately 46.1% of its currently outstanding common stock, based on 8,121,527,432 shares outstanding as of the most recent practicable date before the transaction.

What happens to the repurchased ABQQ shares after the transaction?

Upon closing on December 8, 2025, the repurchased shares were returned to AB International Group Corp.’s treasury and canceled, so they are no longer counted as outstanding common stock.

What price did AB International Group Corp. pay per share in this repurchase?

The filing discloses an aggregate purchase price of $675,000 for 3,750,000,000 shares, which equates to approximately $0.00018 per share of common stock.

Under what securities law exemption was the ABQQ share repurchase conducted?

The repurchase was conducted in reliance on the Section 4(a)(2) exemption of the Securities Act of 1933 as a transaction by an issuer not involving any public offering, and the stockholder represented that it is an accredited investor under Rule 501(a) of Regulation D.

Who was the counterparty to AB International Group Corp.’s repurchase agreement?

The Repurchase Agreement was executed between AB International Group Corp. and Anyone Pictures Limited, identified in the filing as the stockholder selling the 3,750,000,000 shares.