Securities and Exchange Commission, Washington,
D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of
1934
Powerbridge Technologies Co., Ltd.
(Name of Issuer)
Ordinary Shares, $ 0.00166667 par value per share
(Title of Class of Securities)
G72007100
(CUSIP Number)
Stewart Lor
1st Floor, Building D2, Southern
Software Park
Tangjia Bay, Zhuhai, Guangdong 519080,
China
Telephone: +86-756-339-5666
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
with a copy to:
Hunter Taubman Fischer & Li LLC
1450 Broadway, 26th Floor
New York, NY 10018
Attention: Arila Zhou
Telephone: +1 (212) 530-2232
May 30, 2019
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), 13-1(f) or 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP Number: G72007100
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(1)
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Name of Reporting Persons: Hogstream International Ltd. (“Hogstream”)
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:
1,759,383 (1)
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(9) Sole Dispositive Power:
0
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(10) Shared Dispositive Power:
1,759,383(1)
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,759,383(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):
19.18% (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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Hogstream is 100% owned by Stewart Lor; accordingly, Stewart
Lor is deemed to control Hogstream.
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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: Stewart Lor (“Stewart”)
S.S. or I.R.S. Identification Nos. of above persons: 090-62-1537
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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:
1,759,383(1)
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(9) Sole Dispositive Power:
0
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1,759,383(1)
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,759,383(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):
19.18% (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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Includes 1,759,383 Ordinary Shares held by Hogstream, of
which Stewart is the sole shareholder and therefore Stewart maintains sole voting and dispositive control over the shares reported
herein.
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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 acquired by Hogstream International Ltd., a British
Virgin Islands company wholly-owned by Stewart Lor (“Hogstream”), pursuant to certain Instrument of Transfer,
dated as of May 20, 2020, by and between Hogstream and Hybridge Holdings Ltd., a British Virgin Islands company (“Hybridge”)
which is 100% owned by Ban Lor.
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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Stewart owns 1,759,383 Ordinary
Shares held by Hogstream.
Hogstream owns 1,759,383 Ordinary
Shares of the Company. Stewart owns 100% equity interest in Hogstream and Stewart is therefore deemed the beneficial owner of such
shares.
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(b)
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The principal business address of Stewart
is c/o Powerbridge, c/o 1st Floor, Building D2, Southern Software Park, Tangjia Bay, Zhuhai, Guangdong 519080,
China.
The principal office address for Hogstream
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 Stewart is the Chief Financial
Officer of the Company.
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The principal business of Hogstream 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 Stewart: United States of America
Hogstream is a company incorporated in the British
Virgin Islands.
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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:
Hogstream is a company formed under the
laws of the British Virgin Islands. Its principal business is managing Stewart’s personal assets and investments. Hogstream
is also one of the original shareholders in the Company. The Board of Directors of the Company approved the sale and issuance of
1,160,952 shares to Hogstream, among other investors, on August 20, 2018. 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 Hogstream
and Stewart 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:
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(a)
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the acquisition by any person of additional securities
of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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a sale or transfer of a material amount of assets of
the Issuer or of any of its subsidiaries;
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(d)
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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;
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(e)
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any material change in the present capitalization or
dividend policy of the Issuer;
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(f)
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any other material change in the Issuer’s business
or corporate structure;
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(g)
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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;
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(h)
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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;
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(i)
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a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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any similar action to those enumerated above.
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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 1,759,383 shares, constituting approximately 19.18% of the Company’s outstanding votes against the
voting rights represented by 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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Stewart: 1,759,383 (19.18%), though his control over
Hogstream.
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ii.
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Hogstream: 1,759,383 (19.18%).
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Stewart is deemed to have sole
voting power, to vote or direct the vote of and to dispose or direct the disposition of the 1,759,383 votes reported herein through
Hogstream.
Hogstream holds 1,759,383 votes
reported herein, but as the sole equity owner of Hogstream, Stewart 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 by the Reporting Person 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
Company, 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/ Stewart Lor
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Hogstream International Ltd.
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By:
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/s/ Stewart Lor
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Name: Stewart 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
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