CUSIP
Number: G72007100
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(1)
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Name
of Reporting Persons: Hybridge Holdings Ltd. (“Hybridge”)
S.S.
or I.R.S. Identification Nos. of above persons: N/A
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(2)
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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(3)
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SEC
Use Only
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(4)
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Source
of Funds (See Instructions)
OO
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(5)
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Check
if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)
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(6)
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Citizenship
or Place of Organization:
British
Virgin Islands
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Number
of Shares
Beneficially
Owned By
Each
Reporting
Person
With
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(7)
Sole Voting Power:
0
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(8)
Shared Voting Power:
3,588,169
(1)
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(9)
Sole Dispositive Power:
0
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(10)
Shared Dispositive Power:
3,588,169(1)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
3,588,169(1)
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).
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(13)
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Percent
of Class Represented by Amount in Row (11):
39.11%
(2)
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(14)
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Type
of Reporting Person (See Instructions):
CO
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(1)
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Hybridge
is 100% owned by Ban Lor; accordingly, Ban Lor is deemed to control Hybridge.
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(2)
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Represents
the voting power with respect to all of our Ordinary Shares. Accordingly, the percentage is based on the aggregate voting rights
under 9,175,288 Ordinary Shares issued and outstanding as of May 29, 2020.
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CUSIP
Number: G72007100
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(1)
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Name
of Reporting Persons: Ban Lor (“Ban”)
S.S.
or I.R.S. Identification Nos. of above persons: 090-62-3153
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(2)
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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(3)
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SEC
Use Only
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(4)
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Source
of Funds (See Instructions)
OO
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(5)
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Check
if Disclosure of Legal Proceedings is required Pursuant to Items 2(d) or 2(e)
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(6)
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Citizenship
or Place of Organization:
United
States of America
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Number
of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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(7)
Sole Voting Power:
0
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(8)
Shared Voting Power:
4,602,332(1)
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(9)
Sole Dispositive Power:
0
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(10)
Shared Dispositive Power:
4,602,332
(1)
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,602,332
(1)
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions).
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(13)
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Percent
of Class Represented by Amount in Row (11):
50.16%
(2)
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(14)
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Type
of Reporting Person (See Instructions):
IN
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(1)
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Consists
of: (i) 3,588,169 Ordinary Shares held by Hybridge Holdings Ltd., a British Virgin Islands company, which is 100% owned by Ban;
(ii) 339,680 Ordinary Shares held by Sunbrook One Ltd., a British Virgin Islands company (“Sunbrook”) which
Ban, together with his spouse, owns and controls 65.35% equity interest and voting power; (iii) 338,082 Ordinary Shares held by
Bitlakes Holdings Ltd., a British Virgin Islands company (“Bitlakes”) which Ban owns and controls 50.75% equity
interest and voting power; and (iv) 336,401 Ordinary Shares held by Foxbit Holdings Ltd., a British Virgin Islands company (“Foxbit”)
which Ban owns and controls 50.98% equity interest and voting power.
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(2)
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Represents
the voting power with respect to all of our Ordinary Shares. Accordingly, the percentage is based on the aggregate voting rights
under 9,175,288 Ordinary Shares issued and outstanding as of May 29, 2020.
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CUSIP
Number: G72007100
Item
1. Security and Issuer.
This
Amendment No. 1 to Schedule 13D (this “Amendment”), amends the Schedule 13D (the “Schedule 13D”)
filed on April 4, 2019 on behalf of the Reporting Persons as set forth therein with respect to beneficial ownership of the Ordinary
Shares with a par value of US$0.00166667 per share (the "Ordinary Shares"), of Powerbridge Technologies Co.,
Ltd., a Cayman Islands exempted company with limited liability whose principal place of business is in Zhuhai, China (the
“Company” or the “Issuer”). The purpose of this Amendment is to reflect 1,062,812 Ordinary
Shares recently transferred by Hybridge Holdings Ltd., a British Virgin Islands company (“Hybridge”) which
is 100% owned by Ban Lor, pursuant to certain Instrument of Transfer, dated as of May 20, 2020, by and between Hybridge and Hogstream
International Ltd., a British Virgin Islands company wholly-owned by Stewart Lor (“Hogstream”).
Except
as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.
All capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D.
Item
2. Identity and Background.
Item
2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This
Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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(a)
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The
names of the Reporting Persons are:
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Ban
owns (i) 3,588,169 Ordinary Shares held by Hybridge (ii) 339,680 Ordinary Shares held by Sunbrook, which Ban, together with his
spouse, owns and controls 65.35% equity interest and voting power; (iii) 338,082 Ordinary Shares held by Bitlakes, over which
which Ban owns and controls 50.75% equity interest and voting power; and (iv) 336,401 Ordinary Shares held by Foxbit, over which
Ban owns and controls 50.98% equity interest and voting power.
Hybridge
owns 3,588,169 Ordinary Shares of the Company. Bans owns 100% equity interest in Hybridge and Ban is therefore deemed the beneficial
owner of such shares.
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(b)
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The
principal business address of Ban is c/o Powerbridge, c/o 1st Floor,
Building D2, Southern Software Park, Tangjia Bay, Zhuhai, Guangdong 519080, China.
The
principal office address for Hybridge is Sertus Incorporation (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastsky Building,
Road Town, Tortola, British Virgin Islands.
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(c)
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The
principal business of Ban is the Chief Executive Officer of the Company and Chairman of the Company’s Board of Directors.
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The
principal business of Hybridge is to act as investment holding company.
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(d)
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During
the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in
this Item 2, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During
the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this
Item 2, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal and state securities laws of findings any violation with respect to such laws.
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(f)
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Citizenship
of Ban: United States of America
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Hybridge is a company incorporated in the British Virgin Islands.
CUSIP
Number: G72007100
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 of the Schedule 13 D is hereby amended and restated in its entirety as follows:
Hybridge
is a company formed under the laws of the British Virgin Islands. Its principal business is managing Ban’s personal assets
and investments. Hybridge is also one of the original shareholders in the Company. The Board of Directors of the Company approved
the sale and issuance of 7,751,634 shares to Hybridge, among other investors, on August 20, 2018.
Also
included in the beneficial ownership calculation is the shares approved to be issued to Sunbrook, Bitlakes, and Foxbit by the
Board of Directors of the Company on August 20, 2018. For more detail see Item 5.
On
February 10, 2019, the Company effectuated a reverse split at a ratio of 0.6-for-1 to reduce its authorized capital shares from
50,000,000 ordinary shares with a par value of $0.001 per share to 30,000,000 ordinary shares with a par value of $0.00166667
per share. Therefore, the share numbers held by Hybridge and Ban appearing in this Schedule have been adjusted to give effect
to such reverse split.
On
May 20, 2020, Hybridge transferred 1,062,812 Ordinary Shares of the Company to Hogstream.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13 D is hereby amended and restated in its entirety as follows:
As
of the date of this Schedule 13D, the Reporting Person does not have any plans or proposals which relate to or would result in:
(a) the
acquisition by any person of additional securities of the Issuer;
(b) an
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a
sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
(d) any
change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of
terms of directors or to fill any existing vacancies on the board;
(e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any
other material change in the Issuer’s business or corporate structure;
(g)
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any other person;
(h) causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j)
any similar action to those enumerated above.
CUSIP
Number: G72007100
Item
5. Interest in Securities of the Issuer
Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
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a.
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The
aggregate number and percentage of shares of the Company’s Ordinary Shares to which
this Schedule 13D relates is 4,602,332 shares, constituting approximately 50.16%
of the Company’s outstanding votes based on 9,175,288 Ordinary Shares issued and
outstanding as of May 29, 2020.
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b.
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The
beneficial ownership of each of the Reporting Persons is:
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i.
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Ban:
4,602,332 (50.16%), though his control over Hybridge, Sunbrook, Bitlakes and Foxbit.
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ii.
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Hybridge:
3,588,169 (39.11%).
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Ban
is deemed to have sole voting power, to vote or direct the vote of and to dispose or direct the disposition of the 4,650,981 votes
reported herein through Hybridge and has sole voting power or disposition power over 339,680 votes reported herein through Sunbrook,
338,082 votes reported herein through Bitlakes, and 336,401 votes reported herein through Foxbit.
Hybridge
hold 4,650,981 votes reported herein, but as the sole equity owner of Hybridge, Ban is deemed to control and/or have disposition
rights and voting rights over such votes.
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c.
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Other
than as described herein, the Reporting Person has not affected any transactions in Ordinary
Shares during the 60 days preceding the date of this report.
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Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item
6 of the Schedule 13 D is hereby amended and restated in its entirety as follows:
The
following descriptions are qualified in their entirety by the agreements and instruments included as exhibits to this Schedule.
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule and any Schedules hereto. A copy
of such agreement is attached as Exhibit 99.1 and is incorporated by reference herein.
The
Reporting Persons are also subject to a lock-up agreement. In connection with the Company’s initial public offering of its
Ordinary Shares, the Reporting Persons signed lock-up agreements which, subject to certain exceptions, prevent them from selling
or otherwise disposing of any of our shares, or any securities convertible into or exercisable or exchangeable for shares for
a period of not less than 180 days from the date on which the trading of the Ordinary Shares on the NASDAQ Stock Exchange commenced,
without the prior written consent of the underwriters (the “Lock-Up Agreement”). A copy of the form of such
agreement is attached as Exhibit 99.2 and is incorporated by reference herein. The summary of the Lock-Up Agreement contained
herein is qualified in its entirety by reference to the full text of such agreement, the form of which was filed by the Company
as Exhibit 4.2 to the Form 6-K filed on April 4, 2019 (and is incorporated by reference herein as Exhibit 99.2).
On
May 20, 2020, Hybridge and Hogstream entered into an Instrument of Transfer, pursuant to which Hybridge agreed to transfer 1,062,812
Ordinary Shares of the Company to Hogstream in a consideration of nil.
The
description of the Instrument of Transfer is qualified in its entirety by reference to the full text of each of such agreements,
a copy of which is filed as Exhibits 99.3 to this Schedule 13D.
To
the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the
persons named in Item 2 with respect to any securities of the Issuer, except as described herein.
CUSIP
Number: G72007100
Item
7. Material to Be Filed as Exhibits.
CUSIP
Number: G72007100
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
May 29, 2020
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/s/
Ban Lor
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Hybridge
Holding Ltd.
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By:
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/s/
Ban Lor
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Name:
Ban Lor
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*
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The
Reporting Persons disclaim beneficial ownership of the Ordinary Shares except to the extent of their pecuniary interest therein.
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8