Infobird Co., Ltd 6-K, filed Aug 17, 2023
Infobird Co., Ltd (IFBD)
About this 6-K
Infobird Co., Ltd filed this 6-K on August 17, 2023.
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
August 2023
Commission File Number 001-40301
Infobird Co., Ltd
(Translation of registrant’s name into English)
Unit
532A, 5/F, Core Building 2, No. 1 Science Park West Avenue,
Hong Kong Science Park, Tai Po, N.T., Hong Kong
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On August 11, 2023, Infobird Co., Ltd, a Cayman Island exempted company (the “Company”), entered into an equity transfer agreement (the “Agreement”) with CRservices Limited (“CRservices”), a Mahé Island limited company and a shareholder of the Company, pursuant to which, the Company agreed to sell all the issued shares of Infobird International Limited, a limited company incorporated under the laws of Hong Kong and a wholly owned subsidiary of the Company (“Infobird HK”), for a consideration of HK$10,000 (the transaction, the “Sale”). Infobird HK owns 100% of the equity interests of Infobird Digital Technology (Beijing) Co., Ltd. (“WFOE”), which, in turn, controls Beijing Infobird Software Co., Ltd., the variable interest entity (the “VIE”) and its subsidiaries, through a series of contractual arrangements in the People’s Republic of China (“China”). Infobird HK, through the VIE and its subsidiaries, is engaged in the software-as-a-service, or SaaS business, providing AI-powered, or artificial intelligence enabled, customer engagement solutions in China, held substantially all of the assets of the Company and generated substantially all of the revenues of the Company prior to the Sale. Pursuant to the Agreement, upon execution of the Agreement, the Company will no longer be involved in the business operation of Infobird HK and relinquish all rights and interests in the allocation of Infobird HK’s property and profits.
The Sale was approved by the board of directors of the Company, upon the recommendation and approval of a special committee of the board of directors formed for the purpose of evaluating and negotiating the Sale given the fact that Yimin Wu, the President and a director of the Company, is the sole shareholder and director of CRservices, the purchaser.
On August 11, 2023, the Sale was completed. Upon completion, the Company ceased to have any business operation in mainland China. As previously announced, in July 2023, the Company formed Inforbird Technologies Limited, a Hong Kong corporation and wholly owned subsidiary, through which the Company commenced operations in Hong Kong. As of the date of this report, the Company has moved its key technical staff in the Beijing office to Hong Kong office and has recruited additional local staff in Hong Kong to support its operations in Hong Kong. The Company is working to develop its client base in Hong Kong and other parts of Southeast Asia, and Europe. The Company plans to proactively expand its presence in the global market and cater to the diverse needs of its customers worldwide by establishing additional offices in other key locations in Southeast Asia and Europe. The Company also plans to increase its market share in the finance, real estate and hotel management and other SaaS scenarios with enhanced sales and marketing efforts.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 6-K and is incorporated by reference herein.
INCORPORATION BY REFERENCE
This report on Form 6-K, including Exhibit 10.1, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-268993) of the Company, as amended, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit No. | Description of Exhibit |
| 10.1 | English Translation of the Equity Transfer Agreement dated August 11, 2023, by and between Infobird Co., Ltd and CRservices Limited |
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.
Date: August 17, 2023
| INFOBIRD CO., LTD | ||
| By: | /s/ Yiting Song | |
| Name: Yiting Song | ||
| Title: Chief Financial Officer | ||
EXHIBIT 10.1
English Translation
of
Equity Transfer Agreement
Party A (Transferor): Infobird Co., Ltd
Director: Yiting Song
Party B (Transferee): CRservices Limited
Director: Yimin Wu
Whereas:
1. Infobird International Limited (hereinafter referred to as the (the “Company”) is a limited liability company established and existing under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and Party A holds 100% of shares of the Company.
2. Party B, CRservices Limited, holds 290,364 ordinary shares of Party A, Infobird Co., Ltd.
3. Pursuant to the terms and conditions of this Agreement, Party A agrees to transfer its legally held 100% equity interest in the Company and all the corresponding rights and interests (hereinafter referred to as the (“Subject Equity Interests”) to Party B, and Party B agrees to acquire the Subject Equity Interests transferred by Party A.
4. In relation to the transfer of the Subject Equity Interests by Party A, the board of directors of Party A convened a board meeting on August 7, 2023 in accordance with the statutory procedures and formed a resolution (the “Board Resolution”).
In accordance with the provisions of the Hong Kong Companies Ordinance, the following agreement has been reached by consensus in relation to the transfer of shareholdings:
Article I. Transfer of Shares
1.1 Party A, as permitted under the laws of Hong Kong, agrees to transfer to Party B Subject Equity Interests and Party B agrees to acquire the Subject Equity Interests transferred by Party A.
1.2 The Subject Equity Interests, including all attached interests and rights under such Subject Equity Interests, are free of any encumbrance and other third-party interests or claims.
1.3 The transfer of said Subject Equity Interests includes all rights and interests attached with such Subject Equity Interests.
Article II. Transfer Price
2.1 The entire transfer price of the Subject Equity Interests shall be Ten Thousand Hong Kong Dollars (HKD10,000) (the “Transfer Price”).
2.2 Party A and Party B confirm that the Transfer Price is the full consideration for Party B to acquire the Transferred Equity Interests and all attached rights and benefits.
Article III. Closing of Shares
3.1 Party A shall cooperate with Party B in completing the registration of the transfer of said Subject Equity Interests. Upon the full execution of the Agreement, the closing of said Subject Equity Interests shall be deemed as completed.
3.2 The parties agree that the registration of the transfer of said Subject Equity Interests shall be completed within 60 business days after full execution of this Agreement.
Article IV. Commitments and Undertakings
From the date of signing this Agreement until the completion of the transfer of the Subject Equity Interests pursuant to this Agreement, Party A undertakes and guarantees that:
4.1 Party A is a limited liability company established under the laws of Hong Kong and has the necessary civil rights and capacity to enter into and perform this Agreement.
4.2 Party A fully understands and agrees to all the terms and conditions of this Agreement and all the meanings expressed hereunder are true.
4.3 Party A agrees and understands that this Agreement has constituted legal, valid and binding obligations for Party A to transfer the Subject Equity Interests and is enforceable in accordance with its terms.
4.4 Party A shall fully cooperate with Party B to handle the procedures of equity transfer.
4.5 From the effective date of this Agreement, Party A completely withdraws from the operation of the Company and no longer participates in the distribution of the Company’s property and profits.
Article V. Liability for Breach of Contract
5.1 The liability for breach of contract referred to in this Agreement refers to the damage caused to the other party as a result of either party’s breach of this Agreement, which results in the non-performance, non-fulfillment, invalidity or breach of confidentiality of this Agreement.
5.2 If Party A violates this Agreement, Party B has the right to request Party A to continue to perform this Agreement and cooperate with and assist in completing the registration of this equity transfer; if Party B’s delayed performance causes losses to Party A, Party B shall be responsible for the compensation of such losses, and the scope of the compensation shall include, but is not limited to, all the economic losses, litigation costs and attorney’s fees suffered by Party A as a result of the delay.
Article VI. Confidentiality Clause
Except for the disclosures permitted by law, the process of negotiation, content and performance of this Agreement and the information accessible or known as a result of entering into this Agreement shall be kept confidential and shall not be disclosed by either party to any third party without permission.
Article VII. Application of Law
This Agreement shall be governed by the laws of Hong Kong.
Article VIII. Dispute Settlement
8.1 Any claim or dispute arising out of or in connection with this Agreement shall be resolved by the Parties through friendly negotiations. If no agreement can be reached through consultation, both parties agree to apply to the China International Economic and Trade Arbitration Commission for arbitration, the results of which shall be legally binding on both parties.
8.2 During the period of arbitration, the remaining provisions shall continue to be fulfilled, except for the matters in dispute between the parties.
Article IX. Other
9.1 The Agreement shall become effective on the date on which it is signed and sealed by both parties.
9.2 This Agreement shall be executed in four copies, one for each of the parties, and the remainder for filing and other purposes.
Party A: Infobird Co., Ltd.
Signature of Director: /Yiting Song/
Date: August 11, 2023
Party B: CRservices Limited
Signature of Director: /Yimin Wu/
Date: August 11, 2023