AI Era Corp. (NASDAQ: ABQQ) reports 1,000,000-share CEO bonus grant

Rhea-AI Filing Summary

AI Era Corp. disclosed that on December 24, 2025, its sole director and Chief Executive Officer, Chiyuan Deng, approved his own bonus compensation. The company agreed to grant him 1,000,000 shares of common stock as a bonus for his service as CEO.

The shares were issued in a private, unregistered offering that the company states qualified for exemption from registration under Section 4(a)(2) and/or Regulation D of the Securities Act. The company explains that the transaction did not involve a public offering, involved a limited number of investors, and that the recipients accepted restricted securities bearing a Rule 144 legend, which limits immediate resale into the market.

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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.

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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

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FAQ

What executive compensation change did ABQQ report in this 8-K filing?

The company reported that on December 24, 2025, its sole director and Chief Executive Officer, Chiyuan Deng, approved a bonus for himself consisting of 1,000,000 shares of common stock.

How many shares did ABQQ grant to its CEO as a bonus?

The company agreed to bonus 1,000,000 shares of common stock to its Chief Executive Officer, Chiyuan Deng, as compensation for his service.

Were the new ABQQ shares issued to the CEO registered with the SEC?

No. The company states that the securities were not registered under the Securities Act, but instead relied on exemptions under Section 4(a)(2) and/or Regulation D for a private offering.

Why does ABQQ believe the CEO share bonus qualified for a registration exemption?

The company cites a limited number of persons involved, the size and manner of the offering, and that investors received restricted securities bearing a Rule 144 legend, which it states means the transaction did not constitute a public offering under Section 4(a)(2).

What restrictions apply to the ABQQ shares granted as a CEO bonus?

The company states that the recipients agreed to receive securities bearing a restrictive legend under Rule 144 of the Securities Act, indicating the shares are restricted securities and not immediately freely tradable in the public market.

Which SEC items does this ABQQ 8-K filing address?

The filing covers Item 3.02 (Unregistered Sales of Equity Securities) and Item 5.02 (Departure or Appointment of Directors or Certain Officers; Compensatory Arrangements of Certain Officers), focusing on the CEO’s stock bonus.