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): July 12, 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: (914) 202-3108
|
______________________ (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)) |
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.
As previously disclosed, on May 5, 2025, AB International Group Corp. (the “Company”) entered into an Intellectual Property License Agreement (the “Original Agreement”) with AIHUB Releasing, Inc. (“AIHUB”), pursuant to which AIHUB granted the Company an exclusive license to use the ufilm AI Generated Creation, Productions Synthesis and Release System (the “ufilm AI IP”) for a total license fee of $2,000,000, payable as $500,000 in cash within ten business days of the effective date and $1,500,000 in cash within ten business days after the SaaS software utilizing the ufilm AI IP passes the Company’s testing.
On June 2, 2025, the Company entered into an Amendment to Intellectual Property Transfer Agreement (the “Amendment”) with AIHUB. The Amendment modifies the terms of the Original Agreement due to the ufilm AI IP failing to meet specified functional standards in testing—specifically, approximately two-thirds of its functionalities remaining unimplemented, including the automatic ad insertion module and intelligent video release module.
Under the Amendment, the Company will provide its NFT Movies and Music Market Intellectual Property (the “NFT MMM IP”), valued at $500,000, in lieu of the initial $500,000 cash payment. The Company is exempted from paying the remaining $1,500,000, and in exchange, the full ownership interest in the ufilm AI IP (beyond a mere license) will be transferred to the Company.
On July 12, 2025, the Company entered into a Final Execution Agreement for Intellectual Property Transfer (the “Final Agreement”) with AIHUB, further modifying the Original Agreement and the Amendment. Following the Amendment’s effective date, AIHUB indicated it could not deliver the ufilm AI IP on schedule due to additional defects in the remaining one-third of functionalities, including lack of H5 version for mobile web performance, limited multi-language support (English and Simplified Chinese only), and unimplemented voice reading, speech input, and social media sharing features.
Under the Final Agreement, the Company will pay $300,000 in cash (in lieu of delivering the NFT MMM IP valued at $500,000 under the Amendment) as full consideration for the transfer of full ownership interest in the ufilm AI IP. The cash payment will be made to AIHUB’s designated bank account by July 31, 2025.
Upon full payment, AIHUB will immediately deliver the current version of the ufilm AI IP. The Company is exempted from the remaining $1,500,000 payment and from delivering the NFT MMM IP. AIHUB’s delivery obligations under the Amendment continue, while the Company’s delivery obligations are canceled.
The Final Agreement is governed by New York law, with disputes resolved through arbitration at the American Arbitration Association in New York City.
The foregoing descriptions of the Amendment and the Final Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| 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: July 14, 2025
| 3 |
Amendment to Intellectual Property Transfer Agreement
Agreement Number:
AAIP-AMEND0625
Date of Execution:
June 2, 2025
Place of Execution:
New York, USA
Parties
Party A:
AB International Group Corp. (hereinafter referred to as “AB Corp”)
Company Address: 144 Main St., Mt. Kisco, NY 10549, USA
Party B:
AIHUB Releasing, Inc. (hereinafter referred to as “AIHUB”)
Registered Address: 131 Continental Drive, Suite 301, Newark, DE 19713-4323, USA
(Party A and Party B are collectively referred to as the “Parties” and individually as a “Party”.)
Background
The Parties executed an Intellectual Property (IP) License Agreement on May 5, 2025 (hereinafter referred to as the “Original Agreement”), whereby Party B granted Party A an exclusive license to use the ufilm AI Generated Creation, Productions Synthesis and Release System (hereinafter referred to as “ufilm AI IP”) for a total license fee of USD 2,000,000, comprising USD 500,000 payable in cash within ten business days of the agreement’s effective date and the remaining USD 1,500,000 payable in cash within ten business days after the SaaS software (utilizing the ufilm AI IP website) passes Party A’s testing.
Upon testing by Party A, the ufilm AI IP failed to meet the functional standards specified in the Original Agreement, based on the following: Approximately two-thirds of the ufilm AI IP’s functionalities remain unimplemented, including but not limited to the following critical modules:
The absence of these functionalities resulted in the ufilm AI IP failing Party A’s SaaS software testing as stipulated in Clause 4(2) of the Original Agreement.
Following amicable negotiations, the Parties agree to amend the transaction structure of the Original Agreement as follows:
This Amendment aims to formalize the above consensus, supersede relevant provisions of the Original Agreement, and confirm the completion of the transaction.
Terms of the Amendment
Article 1: Amendment of Transaction Structure
The Parties confirm that Party A shall provide the NFT MMM IP (valued at USD 500,000) as consideration for the transfer of the entire interest in the ufilm AI IP (as valued at USD 2,000,000 in the Original Agreement), including ownership, usage rights, and commercialization rights.
The Parties agree that, due to the ufilm AI IP’s failure to implement approximately two-thirds of its functionalities (including the automatic ad insertion and intelligent video release modules, as detailed in Background Clause 2), Party A is exempted from paying the remaining USD 1,500,000, and the transaction is settled with the NFT MMM IP as the full consideration for the ufilm AI IP.
Upon the effective date of this Amendment, the provisions of the Original Agreement concerning the USD 2,000,000 license fee (Clause 4) and the grant of license rights (Clause 1) are terminated. The entire interest in the ufilm AI IP is transferred to Party A, while other provisions of the Original Agreement (e.g., confidentiality obligations) remain in effect.
Article 2: Asset Valuation and Equivalence
The Parties confirm:
The Parties agree that no third-party valuation is required for the exchanged assets and confirm that the valuation and transaction arrangement are fair, reasonable, and binding.
This transaction is a direct asset swap, requiring no cash payments.
Article 3: Asset Delivery
Party A’s Delivery:
Party B’s Delivery:
The Parties shall execute an Asset Delivery Confirmation to confirm completion of asset delivery.
If either Party identifies defects in the delivered assets, it shall notify the other Party in writing within 7 business days of receipt, and the Parties shall resolve the issue through consultation.
Article 4: Representations and Warranties
Party A’s Representations:
| 2 |
Party B’s Representations:
The Parties confirm that they have conducted thorough negotiations and are satisfied with the transaction arrangement in this Amendment.
Article 5: Confidentiality
The Parties shall maintain the confidentiality of this Amendment and all confidential information involved in the delivery process (including but not limited to source code, technical documentation, and test reports) and shall not disclose such information to third parties without the other Party’s written consent.
The confidentiality obligation remains effective for 5 years after the termination of this Amendment, consistent with Clause 8 of the Original Agreement.
Article 6: Governing Law and Dispute Resolution
This Amendment is governed by the laws of the State of New York, USA, consistent with the Original Agreement.
Any disputes arising from this Amendment shall first be resolved through consultation. If consultation fails, disputes shall be submitted to the American Arbitration Association (AAA) in New York City, New York, for arbitration. The arbitration award shall be final and binding on both Parties.
Article 7: Miscellaneous
Annexes: The annexes to this Amendment form an integral part and have the same legal effect as the main text. The annexes include:
Priority: In case of any inconsistency between this Amendment and the Original Agreement, this Amendment shall prevail.
Entire Agreement: This Amendment, together with the Original Agreement, constitutes the entire agreement between the Parties regarding the transfer of the ufilm AI IP, superseding all prior oral or written negotiations related to this matter.
Language: This Amendment is executed in Chinese.
Execution
This Amendment is executed in two originals, with each Party retaining one copy, and takes effect upon signing by both Parties.
Party
A: AB International Group Corp.
Signature: /s/ Chiyuan Deng
Name: Chiyuan Deng
Title: Chief Executive Officer
Date: June 2, 2025
Party
B: AIHUB Releasing, Inc.
Signature: /s/ Baoyu Chen
Name: Baoyu Chen
Title: President
Date: June 2, 2025
Annex I: NFT MMM IP List
Copyright: NFT MMM platform software stareastnet.io
SaaS,
Trademark: NFT MMM brand, Google Play App
Technical Documentation: Platform architecture manual, database structure
Annex II: ufilm AI IP List
Technology: ufilm AI Generated Creation, Productions
Synthesis and Release System (excluding automatic ad insertion and intelligent video release modules)
Copyright: SaaS platform software ufilm.ai
Source Code: ufilm AI core code
Technical Documentation: System architecture manual
| 3 |
Final Execution Agreement for Intellectual Property Transfer
Agreement
Number: AAIP-AMEND EX0725
Date of Execution:
July 12, 2025
Place of Execution:
New York, USA
Parties
Party
A: AB International Group Corp. (hereinafter referred
to as “AB Corp”)
Company Address: 144 Main St., Mt. Kisco, NY 10549, USA
Party
B: AIHUB Releasing, Inc. (hereinafter referred to
as “AIHUB”)
Registered Address: 131 Continental Drive, Suite 301, Newark, DE 19713-4323, USA
(Party A and Party B are collectively referred to as the “Parties” and individually as a “Party”.)
Article 1
Background
1.
The Parties executed an Intellectual Property
(IP) License Agreement on May 5, 2025 (hereinafter
referred to as the “Original Agreement”), and an Amendment to Intellectual Property Transfer Agreement on June 2, 2025 (Agreement
Number: AAIP-AMEND0625, hereinafter referred to as the “Amendment”), whereby Party A shall deliver: Party A shall complete
the transfer of the NFT MMM IP within 30 business days from the effective date of the Amendment, including but not limited to copyright
transfers, trademark registration transfers, and delivery of technical documentation.
Party B shall deliver: Party B shall complete the transfer of the ufilm AI IP within 30 business days from the effective date of the
Amendment, including but not limited to patent registration transfers, source code delivery, and technical documentation.
The Parties shall execute an Asset Delivery Confirmation to confirm completion of asset delivery.
If either Party identifies defects in the delivered assets, it shall notify the other Party in writing within 7 business days of receipt,
and the Parties shall resolve the issue through consultation.
2. On July 12, 2025, which is after the 30 business days from the effective date of the Amendment, Party B indicated that, in addition to the two major modules confirmed as unimplemented in the Amendment and accepted as missing, the remaining one-third of the functionalities in the ufilm AI IP still have numerous defects, including but not limited to: lack of H5 version causing poor mobile web performance, multi-language conversion limited to English and Simplified Chinese only, voice reading and speech input, and social media sharing functionalities all unimplemented. Party B stated that it is unable to deliver the simplified version of the ufilm AI IP as recognized by both Parties in the Amendment on schedule to Party A.
Article 2
Final Execution
Plan
Following amicable negotiations, the Parties agree to amend the Original Agreement and the Amendment by executing this Final Execution
Agreement:
Party A shall provide USD 300,000 in cash in lieu of Clause 1 of the Amendment, where Party A was to provide the NFT MMM IP valued at
USD 500,000 as consideration. This is in exchange for Party B’s entire interest in the ufilm AI IP (valued at USD 2,000,000 in
the Original Agreement, as detailed in the Original Agreement), including ownership, usage rights, and commercialization rights.
The Parties agree that, due to the ufilm AI IP’s failure to implement approximately two-thirds of its functionalities (including
the automatic ad insertion and intelligent video release modules not developed, as detailed in Background Clause 2 of the Amendment),
and the remaining one-third of the functionalities still having numerous defects (as detailed in Background Clause 2 of this Final Execution
Agreement), Party A is exempted from paying the remaining USD 1,500,000 and from delivering the NFT MMM IP, instead paying USD 300,000
in cash as the full consideration for the ufilm AI IP. Party A shall transfer the cash to Party B’s designated bank account by
July 31, 2025. The Parties agree to receive RMB at an exchange rate of 1 USD to 7.17 RMB. Upon full receipt of the payment, Party B shall
immediately deliver the current version of the ufilm AI IP to Party A.
Upon the effective date of this Final Execution Agreement, Clause 1 of the Amendment shall be executed by both Parties as amended above.
Clause 2 of the Amendment is terminated; Party B’s obligations under Clauses 3 and 4 of the Amendment continue to apply, while
Party A’s obligations are no longer applicable and are canceled; other provisions of the Amendment and the Original Agreement (e.g.,
confidentiality obligations) remain in effect.
Article 3: Governing Law and Dispute Resolution
This Final Execution Agreement is governed by the laws of the State of New York, USA, consistent with the Original Agreement.
Any disputes arising from this Final Execution Agreement shall first be resolved through consultation. If consultation fails, disputes shall be submitted to the American Arbitration Association (AAA) in New York City, New York, for arbitration. The arbitration award shall be final and binding on both Parties.
Article 4: Miscellaneous
Annexes: The annexes
to this Final Execution Agreement form an integral part and have the same legal effect as the main text. Any content in the annexes of
the Amendment and the Original Agreement that differs from the annexes of this Final Execution Agreement is canceled.
Annex: ufilm AI IP List
Priority: In case of any inconsistency between this Final Execution Agreement, the Amendment, and the Original Agreement, this Final Execution Agreement shall prevail.
Entire Agreement: This Final Execution Agreement, together with the Amendment and the Original Agreement, constitutes the entire agreement between the Parties regarding the transfer of the ufilm AI IP, superseding all prior oral or written negotiations related to this matter.
Language: This Final Execution Agreement is executed in Chinese.
Execution
This Final Execution Agreement is executed in two originals, with each Party retaining one copy, and takes effect upon signing by both Parties.
Party
A: AB International Group Corp.
Signature: /s/ Chiyuan Deng
Name: Chiyuan Deng
Title: Chief Executive Officer
Date: July 12, 2025
Party
B: AIHUB Releasing, Inc.
Signature: /s/ Baoyu Chen
Name: Baoyu Chen
Title: President
Date: July 12, 2025
Annex: ufilm AI IP List
Technology: ufilm
AI Generated Creation, Productions Synthesis and Release System (excluding automatic ad insertion and intelligent video release modules)
Copyright: SaaS platform software ufilm.ai
Source Code: ufilm AI core code
Technical Documentation: System architecture manual
| 2 |