Infobird Co., Ltd 6-K/A, filed Dec 19, 2023
Infobird Co., Ltd (IFBD)
About this 6-K/A
Infobird Co., Ltd filed this 6-K/A on December 19, 2023.
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.