Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 31 2023 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of May 2023
Commission File Number: 001-38851
POWERBRIDGE TECHNOLOGIES CO., LTD.
(Translation of Registrant’s name into English)
Advanced Business Park, 9th Fl, Bldg C2,
29 Lanwan Lane, Hightech District,
Zhuhai, Guangdong 519080, China
(Address of Principal Executive Office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note : Regulation
S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual
report to security holders.
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only
permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which
the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and
has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject
of a Form 6-K submission or other Commission filing on EDGAR.
CONTENTS
Powerbridge Technologies Co., Ltd. Announces
Extraordinary General Meeting Results on Share Consolidation and Share Capital Increase
Powerbridge Technologies
Co., Ltd. (Nasdaq: PBTS) (the “Company” or “PBTS”), a provider of multi-industry technology solutions, today announced
that at an extraordinary general meeting of the Company held on May 30, 2023, at 3:00 a.m. Eastern Time (3:00 p.m. China Standard time),
at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China, its shareholders approved
resolutions that would result in (i) a share consolidation of thirty (30) issued and unissued ordinary shares with par value of US$0.00166667
each in the Company’s issued and unissued share capital into one (1) share with par value of US$ 0.050 (the “Share Consolidation”)
and (ii) an increase in the authorized share capital of the Company from US$16,666,700 (divided in to 333,333,333 shares) to US$50,000,000
(divided in to 1,000,000,000 shares), all of which will rank pari passu in all respects with all existing shares of the
Company. The Share Consolidation is primarily being effectuated to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) related to
the minimum price per share of the Company’s ordinary shares.
The Company will announce
effectiveness of the Share Consolidation shortly. Immediately after the Share Consolidation, each stockholder’s percentage ownership
interest in the Company and proportional voting power will remain unchanged, except for minor changes and adjustments that will result
from the treatment of fractional shares. The rights and privileges of the holders of ordinary shares will be substantially unaffected
by the Share Consolidation. No fractional shares will be issued in connection with the Share Consolidation, but all such fractional shares
shall be redeemed in cash for the fair value of such fractional share, such fair value being the closing price of the ordinary shares
on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation.
Stockholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Share
Consolidation will automatically be reflected in their brokerage accounts.
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 31, 2023
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POWERBRIDGE TECHNOLOGIES CO., LTD. |
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By: |
/s/ Stewart Lor |
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Stewart Lor |
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Chief Executive Officer |
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