Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
30 Diciembre 2022 - 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 December 2022
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
Execution
of a Material Definitive Agreement
On
December 16, 2022, Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) entered
into an equity transfer agreement with 14 shareholders of BOXINRUI INTERNATIONAL HOLDINGS LIMITED (“Boxinrui”, or
the “Target Company”) to which the Company agreed to purchase 20% of the equity interest of the Target Company for
the aggregated total consideration of RMB48,206,973, which shall be settled by 55,300,530 newly issued ordinary shares of the Company.
The closing is subject to the customary closing conditions and terms as stipulated in the share purchase agreement. The acquisition is
expected to close on or prior to December 31, 2022.
The
Company will hold an aggregate of 35% equity interest of the Target Company following the closing of this acquisition and the previous
acquisition of 20% equity interest of the Target Company in June 2022, which the Company disclosed on Form 6-K filed with the Securities
and Exchange Commission on June 28, 2022.
Boxinrui
wholly owns HONG KONG ANXIN JIEDA CO., LIMITED (“Anxin Jieda”), which in turn owns 90% equity interest in Shenzhen Wenxing
Tianxia Technology Co., Ltd. (“Wenxing Tianxia”). Wenxing Tianxia mainly engaged in Artificial Intelligence, Blockchain and
NFT technology in the educational industry. Such acquisition is aligned with Powerbridge’s metaverse strategy as Powerbridge intends
to utilize Wenxing Tianxia’s business know-how and technology to expand the Company’s operation.
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:
December 30, 2022
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POWERBRIDGE
TECHNOLOGIES CO., LTD. |
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|
|
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By: |
/s/ Stewart
Lor |
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Stewart Lor |
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Chief Executive Officer |
2
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