Material Agreement, Private Placement (Form 8-K)

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.