AI Era Corp. (ABQQD) registers resale of 10.1M shares tied to $30M equity line
Rhea-AI Filing Summary
AI Era Corp. supplements its prospectus to register the resale of up to 10,100,000 shares of common stock on behalf of Monroe Street Capital Partners. The registration covers up to 10,000,000 Purchase Shares and up to 100,000 Commitment Shares. Under an Equity Purchase Agreement, the company may sell up to $30,000,000 of common stock to Monroe Capital over 24 months after effectiveness. The Purchase Shares price is the lesser of a discount to VWAP (85% or 95% if Nasdaq/NYSE) on defined dates. The company will not receive resale proceeds from Selling Stockholder sales but may receive proceeds from sales to Monroe Capital. Chiyuan Deng holds Series A Preferred giving him 51% voting power. The prospectus notes risks and states the common stock last traded at $0.2456 on April 9, 2026.
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Insights
Equity purchase line registers potential resale of up to 10.1M shares; proceeds treatment and pricing mechanics are explicit.
The filing registers resale by Monroe Street Capital of up to 10,100,000 shares tied to an Equity Purchase Agreement that permits the company to sell up to $30,000,000 of stock over 24 months after effectiveness. Pricing is tied to VWAP with an 85% (or 95%) factor; plan proceeds flow to the company only on sales to Monroe Capital.
Key dependencies include the registration becoming effective and satisfaction of other agreement conditions. Subsequent disclosures will show actual issuance volumes and realized proceeds.
Founders retain voting control; employment terms for new CFO include large equity incentives and severance.
The company discloses that Chiyuan Deng controls 51% voting power through Series A Preferred, which concentrates governance influence. Governance outcomes will reflect that power subject to organizational documents and Nevada law.
The new CFO's Employment Agreement includes a $300,000 sign-on in restricted stock, 1,500,000 stock options, and up to 1,000,000 performance shares, with severance and acceleration clauses; these compensation elements may affect future equity dilution and incentive alignment.
Key Figures
Key Terms
VWAP financial
Equity Purchase Agreement regulatory
Selling Stockholder regulatory
Offering Details
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FAQ
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Filed Pursuant to Rule 424(b)(3) and Rule 424(b)(8)
Registration Statement No. 333-294532
Prospectus Supplement No. 2
(To prospectus dated March 23, 2026)
AI Era Corp.
Up to 10,100,000 Shares of Common Stock
This Prospectus Supplement No. 2 supplements the prospectus dated March 23, 2026, relating to the potential resale from time to time by Monroe Street Capital Partners, LP (“Monroe Capital” or the “Selling Stockholder”) of up to 10,100,000 shares of our common stock, par value $0.001 per share, consisting of:(1) up to 10,000,000 shares (the “Purchase Shares”) that may be issued to Monroe Capital from time to time pursuant to the Equity Purchase Agreement, dated as of February 21, 2026 (the “Purchase Agreement”), by and between the Company and Monroe Capital; and(2) up to 100,000 shares (the “Commitment Shares”) that may be issued to Monroe Capital as payment of the facility fee under the Purchase Agreement.
Under the Purchase Agreement, we have the right, but not the obligation, to sell to Monroe Capital up to $30,000,000 of our common stock over a period of up to 24 months commencing after the effectiveness of this registration statement and satisfaction of other conditions.
The purchase price for the Purchase Shares is the lesser of (i) 85% (or 95% if the Principal Market is Nasdaq or NYSE) of the VWAP on the Trading Day immediately preceding the Put Date (Initial Purchase Price) or (ii) 85% (or 95% if the Principal Market is Nasdaq or NYSE) of the lowest VWAP during the Valuation Period, subject to the Purchase Limit and other terms.
The Commitment Shares will be issued as follows: 25,000 upon execution, and the remaining 75,000 in tranches upon receipt of aggregate $2,500,000, $5,000,000, and $7,500,000 of the Maximum Commitment Amount.
We are registering the resale of the Purchase Shares and the Commitment Shares in accordance with our obligations under the Purchase Agreement. The Selling Stockholder, Monroe Capital, is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares by the Selling Stockholder. However, we may receive up to $30 million in gross proceeds from sales of Purchase Shares to Monroe Capital. The actual proceeds may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold. We intend to use any net proceeds that we receive under the Purchase Agreement for working capital, strategic acquisitions, expansion in our IP portfolio, and other general corporate purposes. However, as of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. See “Use of Proceeds.”
Chiyuan Deng, our President and sole director, holds 100,000 shares of our Series A Preferred Stock, which entitles him to 51% of the total voting power of our stockholders. As a result, Mr. Deng has the ability to control the outcome of matters requiring stockholder approval, including the election of directors and significant corporate transactions, subject to our organizational documents and Nevada law. This concentration of voting power may also discourage third parties from initiating potential merger, takeover, or change-of-control transactions that might otherwise be beneficial to our stockholders and could adversely affect the market price of our common stock
The Selling Stockholder may sell the shares at prevailing market prices or negotiated prices. We will bear registration costs.
Our common stock is quoted on the OTCID under the symbol “AERA.” On April 9, 2026, the last reported sale price was $0.2456 per share.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is April 10, 2026
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): April 7, 2026
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. [ ]
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On April 7, 2026, the Board of Directors (the “Board”) of AI Era Corp. (the “Company”) accepted the resignation of Chiyuan Deng as Chief Financial Officer of the Company, effective as of the close of business on April 7, 2026.
Mr. Deng’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Deng will continue to serve as President and remains a director.
Appointment of New Chief Financial Officer
Effective April 7, 2026, the Board appointed Dzmitry Kastahorau as Chief Financial Officer, Principal Accounting and Financial Officer of the Company, to serve until his successor is appointed or until his earlier resignation or removal. There are no family relationships between Mr. Kastahorau and any director or executive officer of the Company and, aside from his employment agreement, there are no transactions involving Mr. Kastahorau that would require disclosure under Item 404(a) of Regulation S-K.
Dzmitry Kastahorau
Mr. Kastahorau, age 35, brings over 10 years of international finance leadership experience across multiple industries, including fashion retail, software/robotics, funds, fragrances/cosmetics, and automotive. He has served in CFO and senior finance roles in the UAE, Spain, and Germany, with expertise in strategic finance, investor relations, budgeting, treasury management, financial reporting, compliance, and supporting capital-raising and public company readiness initiatives.
Notable prior roles include:
- CFO, TXT Trading (Lime Shop) – Dubai, UAE (2023–present)
- CFO, Micropolis (Computer Software / Robotics / Autonomous Vehicles) – Dubai, UAE (2021–present)
- Non-Executive Director & CFO, SOTA Capital (Fund) – DIFC, Dubai (2022–present)
- Regional Finance & Logistics Director, Puig/Chalhoub Group – Dubai, UAE (2018–2021)
- Regional Finance Manager – EMEA, Puig – Barcelona, Spain (2015–2018)
Mr. Kastahorau holds a Master of International Finance from EADA Business School (Barcelona) and a Bachelor of Business Administration from La Salle and the International University of Monaco.
In connection with his appointment, the Company entered into an Employment Agreement with Mr. Kastahorau, dated April 6, 2026 (the “Employment Agreement”). The material terms of the Employment Agreement include:
- Term: Three (3) years initial term, with automatic one-year renewals.
- Sign-On Bonus: $300,000 payable in restricted common stock (number of shares calculated using a fixed price between $0.80 and $1.00 per share, subject to clawback if terminated for Cause within the first 12 months).
- Base Salary: $60,000 per year, payable quarterly in cash, plus $10,000 annual remote work stipend.
- Stock Options: Grant of 1,500,000 options vesting over three years (25%/35%/40%), subject to continued service and performance milestones, with full acceleration upon Change of Control or termination without Cause.
- Performance Incentives: Eligible for up to 1,000,000 additional shares tied to financial milestones, funding, and KPIs.
- Benefits: Participation in Company benefit plans and reimbursement of pre-approved business expenses up to $12,000 annually.
- Termination: Standard provisions for termination with or without Cause or for Good Reason, with severance equal to 120% of remaining Base Salary for the Term upon qualifying termination, plus accelerated vesting and benefits continuation.
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The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Employment Agreement dated April 7, 2026, between AI Era Corp. and Dzmitry Kastahorau |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
AI Era Corp.
/s/ Chiyuan Deng
Chiyuan Deng
President
Date: April 7, 2026
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