Powerbridge Raises $40M via Share Sale to Individual Investors

TL;DR

**Powerbridge just raised $40M by selling 130M+ shares, boosting cash but diluting existing stock.**

AI Summary

Powerbridge Technologies Co., Ltd. (PBTS) closed an offering on December 29, 2023, selling 130,463,140 Class A ordinary shares to individual investors like Rong Li and Xiaohong Guo for an aggregate purchase price of $40.0 million, at approximately $0.3 per share. This capital raise provides the company with approximately $40.0 million in net proceeds, which is significant for investors as it injects substantial cash into the company, potentially funding new projects or strengthening its balance sheet, but also dilutes existing shareholders by increasing the total number of shares outstanding.

Why It Matters

This capital infusion provides Powerbridge Technologies with significant funds for operations or growth, but also dilutes the ownership stake of existing shareholders due to the issuance of over 130 million new shares.

Risk Assessment

Risk Level: medium — While the capital raise provides funds, the significant share dilution could negatively impact per-share value for current investors.

Analyst Insight

An investor should weigh the benefit of increased cash on the company's balance sheet against the significant dilution of existing shares. It would be prudent to monitor how the $40.0 million in net proceeds is utilized by Powerbridge Technologies and its impact on future earnings per share.

Key Numbers

• $40.0 million — Aggregate Purchase Price & Net Proceeds (The total amount of capital raised by Powerbridge Technologies.)
• 130,463,140 — Class A Ordinary Shares Sold (The number of new shares issued, indicating significant dilution.)
• $0.3 — Offering Price Per Share (The price at which each new share was sold to investors.)
• December 29, 2023 — Closing Date of Offering (The date when the share sale was finalized and funds were received.)

Key Players & Entities

• Powerbridge Technologies Co., Ltd. (company) — the company issuing shares
• Rong Li (person) — an individual investor (Purchaser)
• Xiaohong Guo (person) — an individual investor (Purchaser)
• Yuhong Xu (person) — an individual investor (Purchaser)
• Jian Zeng (person) — an individual investor (Purchaser)
• Jie Ding (person) — an individual investor (Purchaser)
• Mengmeng Zhang (person) — an individual investor (Purchaser)
• Ping Tang (person) — an individual investor (Purchaser)
• Xiaochun Yang (person) — an individual investor (Purchaser)
• Pang Kai Xin (person) — an individual investor (Purchaser)

Forward-Looking Statements

• The increased cash reserves from the $40.0 million offering will be used to fund new strategic initiatives or reduce existing debt. (Powerbridge Technologies Co., Ltd.) — medium confidence, target: Q1 2024 earnings report
• The significant dilution from 130,463,140 new shares will put downward pressure on the stock price in the short term. (Powerbridge Technologies Co., Ltd. stock price) — high confidence, target: February 2024

FAQ

Key Financial Figures

• $0.40 — of 130,463,140 Class A ordinary shares, $0.40 par value per share, of the Company for
• $40.0 m — pany for an aggregate purchase price of $40.0 million, with an offering price of approx
• $0.3 — with an offering price of approximately $0.3 per share (the “Offering”).
• $40.0 million — rom such Offering will be approximately $40.0 million. The offering was closed on December 29

Filing Documents

• ea192034-6k_powerbridge.htm (6-K) — 13KB
• ea192034ex99-1_powerbridge.htm (EX-99.1) — 108KB
• 0001213900-24-006488.txt ( ) — 123KB

From the Filing

OF FOREIGN PRIVATE ISSUER 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 January 2024 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. 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 CONTENTS Entry into a series of Material Definitive Agreements On November 24, 2023, Powerbridge Technologies Co., Ltd. (the “Company”) entered into a series of securities purchase agreements (the “SPAs”) separately with certain individual investors, Rong Li, Xiaohong Guo, Yuhong Xu, Jian Zeng, Jie Ding, Mengmeng Zhang, Ping Tang, Xiaochun Yang, Pang Kai Xin, Yumei Xu, Jing Zhou and Yongheng Wu (the “Purchasers”). Pursuant to the SPAs, the Company agreed to sell the Purchasers an aggregate of 130,463,140 Class A ordinary shares, $0.40 par value per share, of the Company for an aggregate purchase price of $40.0 million, with an offering price of approximately $0.3 per share (the “Offering”). The net proceeds to the Company from such Offering will be approximately $40.0 million. The offering was closed on December 29, 2023 (the “Closing”). The Class A ordinary shares were offered, and will be issued, pursuant to the prospectus included in the Company’s Registration Statement on Form F-3 (Registration No. 333-253395), filed with the Securities and Exchange Commission (the “Commission”) on February 23, 2021, and a prospectus supplement to be filed with the Commission within 30 days after the date of Closing. The form of the SPAs is filed as Exhibit 99.1 to this Current Report on Form 6-K. The foregoing is only a brief description of the material terms of the SPAs, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits. Corporate Governance Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615, the board of directors of the Company elects to follow the Company’s home country rules for exemption from the requirement to obtain shareholder approval for issuance of securities, other than in a public offering, equal to 20% or more of the outstanding share capital or the voting power outstanding at a price that is less than the minimum price defined therein under Nasdaq Listing Rule 5635(d). Other than those described above and disclosed in the Company’s annual report on Form 20-F, there are no significant differences between the Company’s corporate governance practices and those followed by U.S. domestic companies under Nasdaq Capital Market corporate governance listing standards. EXHIBIT INDEX Exhibit Description 99.1 Form of Securities Purchase Agreement 1 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: January 25, 2024 POWERBRIDGE TECHNOLOGIES CO., LTD. By: /s/ Stewart Lor Stewart Lor Chief Executive Officer 2

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View this 6-K filing on SEC EDGAR