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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
24, 2025
AI
Era 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 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 5.02 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 24, 2025, our sole director, Chiyuan Deng, approved his bonus
compensation for serving as our Chief Executive Officer. We have agreed to bonus Mr. Deng with 1,000,000 shares of common stock.
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 30, 2025
