IFBD Infobird Company Ltd

  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K/A

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2023

 

Commission File Number: 001-40301

 

Infobird Co., Ltd

(Registrant’s Name)

 

Room 706, 7/F, Low Block, Grand Millennium Plaza,

181 Queen’s Road Central, Central, Hong Kong.

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover 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): ☐

 

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): ☐

 

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Infobird,” “we,” “us” and “our” refer to Infobird Co., Ltd and its subsidiaries.

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Report on Form 6-K, originally filed with the Securities and Exchange Commission on August 17, 2013 (the “Form 6-K”), is being filed to provide the financial statements of Infobird Co., Ltd (“Infobird”) as of and for the year ended December 31, 2022, the accompanying notes thereto, and incorporated herein by reference, and pro forma financial information as of and for the year ended December 31, 2022, which is filed as Exhibit 99.1. Exhibit 99.1 was not previously filed. Other than as expressly set forth above, this Form 6-K/A does not, and does not purport to, amend, update or restate the information in any other item of the Form 6-K, or reflect any events that have occurred after the Form 6-K was originally filed.

 

 

Exhibits

 

Exhibit No		Description
99.1		Infobird Co., Ltd Unaudited Pro Forma Condensed Combined Financial Statements as of December 31, 2022.

 

 

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 thereunto duly authorized.

 

		INFOBIRD CO., LTD
Date:	December 19, 2023	By:	/s/ Yiting Song
			Yiting Song, Chief Financial Officer

 

 

 

Exhibit 99.1

 

The following unaudited pro forma combined financial information of the Company and the disposed company is presented to illustrate the estimated effects of the Disposition.

 

The unaudited pro forma combined balance sheet as of December 31, 2022 combines the historical consolidated balance sheet of the Company and the consolidated balance sheet of the disposed company, after giving effect to the Disposition as if it had occurred on December 31, 2022. The unaudited pro forma statement of operations for the year ended December 31, 2022 combines the historical consolidated statement of comprehensive loss of the Company and the consolidated statement of profit or loss and other comprehensive income or loss of the disposed company, after giving effect to the Disposition as if it had occurred on January 1, 2022. These unaudited pro forma combined balance sheet and unaudited pro forma combined statement of operations are referred to collectively as the “pro forma financial information.”

 

The pro forma financial information should be read in conjunction with the accompanying notes. In addition, the pro forma financial information is derived from and should be read in conjunction with the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2022 and the related notes included in the Annual Report on Form 20-F for the year ended December 31, 2022 filed by the Company.

 

The pro forma adjustments eliminate all of Infobird HK’s assets, liabilities and results of operations, and give effect to the impairment of other receivables with the disposed company, receipt of net cash proceeds and gain from the sale of Infobird HK.

 

 

Unaudited Pro Forma Combined Balance Sheet

 

		As of December 31, 2022
		Historical				Disposition				Pro Forma
		US$				US$				US$
CURRENT ASSETS
Cash		$	1,038,819			$	(827,978	)		$	210,841
Accounts receivable, net			402,309				(402,309	)			—
Other receivables, net			99,405				(99,405	)			—
Due from related parties			29,983				(29,983	)			—
Escrow, current			4,896,932				—				4,896,932
Prepayments and other current assets			202,054				(202,054	)			—
Short-term investment			6,704,029				—				6,704,029
Total current assets			13,373,531				(1,561,729	)			11,811,802
OTHER ASSETS
Property and equipment, net			153,516				(153,516	)			—
Right-of-use assets			52,813				(52,813	)			—
Long-term deposits, net			18,993				(18,993	)			—
Intangible assets, net			2,556,761				(2,556,761	)			—
Goodwill			478,657				(478,657	)			—
Total other assets			3,260,740				(3,260,740	)			—
Total assets		$	16,634,271			$	(4,822,469	)		$	11,811,802
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable		$	3,216,364			$	(3,216,364	)		$	—
Bank loans - current			3,548,242				(3,548,242	)			—
Other payables and accrued liabilities			1,134,345				(1,134,345	)			—
Due to related parties			53,671				(53,671	)			—
Deferred revenue			1,460,249				(1,460,249	)			—
Taxes payable			653,085				(653,085	)			—
Lease liabilities - current			39,861				(39,861	)			—
Total current liabilities			10,105,817				(10,105,817	)			—
OTHER LIABILITIES
Bank loans - noncurrent			18,170				(18,170	)			—
Lease liabilities - noncurrent			8,602				(8,602	)			—
Total other liabilities			26,772				(26,772	)			—
Total liabilities			10,132,589				(10,132,589	)			—
COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY
Ordinary shares, $0.005 par value, 5,000,000,000 shares authorized, 19,093,315 issued and outstanding as of December 31, 2022			95,467				—				95,467
Additional paid-in capital			33,737,276				(4,841,361	)			28,895,915
Statutory reserves			449,136				(449,136	)			—
Accumulated deficits			(28,066,415	)			10,886,835				(17,179,580	)
Accumulated other comprehensive income			361,655				(361,655	)			—
Total shareholders’ equity attributable to Infobird Co., Ltd			6,577,119				5,234,683				11,811,802
Non-controlling interests			(75,437	)			75,437				—
Total equity			6,501,682				5,310,120				11,811,802
Total liabilities and equity		$	16,634,271			$	(4,822,469	)		$	11,811,802

 

The accompanying notes are an integral part of these unaudited pro forma combined financial statements

 

 

Unaudited Pro Forma Combined Statements of Operations

 

		For the year ended December 31, 2022
		Historical				Disposition				Pro Forma
		US$				US$				US$
REVENUES		$	5,505,734			$	(5,505,734	)		$	—
COST OF REVENUES			3,527,402				(3,527,402	)			—
GROSS PROFIT			1,978,332				(1,978,332	)			—
OPERATING EXPENSES:
Selling			3,368,714				(3,368,714	)			—
General and administrative			7,040,141				(6,142,730	)			897,411
Research and development			3,323,361				(3,323,361	)			—
Long-live assets impairment			2,631,019				(2,631,019	)			—
Total operating expenses			16,363,235				(15,465,824	)			897,411
LOSS FROM OPERATIONS			(14,384,903	)			13,487,492				(897,411	)
OTHER INCOME (EXPENSE)
Interest income			2,994				(2,994	)			—
Interest expense			(1,450,707	)			200,707				(1,250,000	)
Other expense, net			(431,118	)			(7,453,767	)			(7,884,885	)
Total other expense, net			(1,878,831	)			(7,256,054	)			(9,134,885	)
LOSS BEFORE INCOME TAXES			(16,263,734	)			6,231,438				(10,032,296	)
PROVISION FOR OF INCOME TAXES			(77,649	)			77,649				—
NET LOSS			(16,186,085	)			6,153,789				(10,032,296	)
Less: Net loss attributable to non-controlling interest			(919,106	)			919,106				—
NET LOSS ATTRIBUTABLE TO INFOBIRD CO.,LTD		$	(15,266,979	)		$	5,234,683			$	(10,032,296	)
NET LOSS			(16,186,085	)			6,153,789				(10,032,296	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT			(237,046	)			237,046				—
TOTAL COMPREHENSIVE LOSS			(16,423,131	)			6,390,835				(10,032,296	)
Less: Comprehensive loss attributable to non-controlling interests			(925,589	)			925,589				—
COMPREHENSIVE LOSS ATTRIBUTABLE TO INFOBIRD CO., LTD		$	(15,497,542	)		$	5,465,246			$	(10,032,296	)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic and diluted			5,753,589				—				5,753,589
LOSS PER SHARE
Basic and diluted		$	(2.65	)		$	—			$	(1.74	)

 

The accompanying notes are an integral part of these unaudited pro forma combined financial statements

 

 

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The pro forma financial information was prepared in conformity with Article 11 of Regulation S-X.

 

The pro forma financial information has been prepared by the Company for illustrative and informational purposes only in accordance with Article 11. The pro forma financial information is not necessarily indicative of what the Company’s consolidated statement of comprehensive loss or consolidated balance sheet actually would have been had the Disposition and other Adjustments been completed as of the dates indicated or will be for any future periods. The pro forma financial information does not purport to project the Company’s future financial position or results of operations following the completion of the Disposition.

 

2. The Adjustments

 

The adjustments include the impairment of other receivables with the disposed company, and the net cash proceeds and gains of the Sale.

 

 

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