IFBD 20-F

Infobird Co., Ltd (IFBD)

20-F 2024-07-11 For: 2023-12-31

View Original

Added on April 08, 2026

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value US$0.00001 per share		IFBD		The Nasdaq Stock Market LLC

	Page
INTRODUCTION	ii

FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY	vi

PART I	1

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3. KEY INFORMATION	1
ITEM 4. INFORMATION ON THE COMPANY	36
ITEM 4A. UNRESOLVED STAFF COMMENTS	45
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	45
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	59
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	66
ITEM 8. FINANCIAL INFORMATION	67
ITEM 9. THE OFFER AND LISTING	68
ITEM 10. ADDITIONAL INFORMATION	68
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	81
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	81

PART II	82

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	82
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	82
ITEM 15. CONTROLS AND PROCEDURES	83
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	86
ITEM 16B. CODE OF ETHICS	86
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	86
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	87
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	87
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	87
ITEM 16G. CORPORATE GOVERNANCE	87
ITEM 16H. MINE SAFETY DISCLOSURE	88
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	88
Item 16J INSIDER TRADING POLICIES	88
Item 16K CYBERSECURITY	88

PART III	89

ITEM 17. FINANCIAL STATEMENTS	89
ITEM 18. FINANCIAL STATEMENTS	89
ITEM 19. EXHIBITS	90

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

	●	“Guangnian Zhiyuan” refers to Guangnian Zhiyuan (Beijing) Technology Co., Ltd., a company established under the laws of the PRC and a wholly-owned subsidiary of Inforbird Technologies;

	●	“HK$” refers to Hong Kong dollars, the legal currency of Hong Kong;

	●	“Infobird Cayman,” the “Company,” “we,” “us” and “our” refer to Infobird Co., Ltd, a holding company incorporated as an exempted company with limited liability under the laws of the Cayman Islands, and its subsidiaries, Infor bird Technologies, Lightyear Technology and Guangnian Zhiyuan;

	●	“Infobird HK” refers to Infobird International Limited, a holding company established under the laws of Hong Kong and a wholly-owned subsidiary of Infobird Cayman;

	●	“Infobird WFOE” refers to Infobird Digital Technology (Beijing) Co., Ltd., a company established under the laws of the PRC and a wholly-owned subsidiary of Infobird HK;

	●	“Infobird Beijing”, the “variable interest entity” or the “VIE” refers to Beijing Infobird Software Co., Ltd., a company established under the laws of the PRC and a variable interest entity of Infobird WFOE;

	●	“Infobird Guiyang” refers to Guiyang Infobird Cloud Computing Co., Ltd, a company established under the laws of the PRC and a 90.18% owned subsidiary of Infobird Beijing;

	●	“Infobird Anhui” refers to Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd), a company established under the laws of the PRC and a 99.95% owned subsidiary of Infobird Beijing;

	●	“Inforbird Technologies” refers to Inforbird Technologies Limited, a holding company established under the laws of Hong Kong and a wholly-owned subsidiary of Infobird Cayman;

	●	“Legacy Business” refers to the software-as-a-service, or SaaS, provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions in China business which the Company and its subsidiaries were principally engaged in prior to the Sale;

	●	“Lightyear Technology” refers to Lightyear Technology PTE. Ltd., a holding company established under the laws of Singapore and a wholly-owned subsidiary of Infobird Cayman;

	●	“mainland China” refers to the PRC (excluding Hong Kong, Macau and Taiwan);

	●	“Sale” refers to the equity transfer agreement entered with CRservices Limited, 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 HK for a consideration of HK$10,000. Infobird HK owns 100% of the equity interests of Infobird WFOE, which, in turn, controls Infobird Beijing and its subsidiaries, through a series of contractual arrangements in the PRC;

	●	“Shanghai Qishuo” refers to Shanghai Qishuo Technology Inc., a company established under the laws of the PRC and a 51% owned subsidiary of Infobird Beijing;

	●	“PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this annual report, Taiwan.

	●	“RMB” or “Renminbi” refers to the legal currency of China; and

	●	“$,” “US$” or “U.S. Dollars” refers to the legal currency of the United States.

		We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

		Our consolidated financial statements are presented in U.S. dollars. We use U.S. dollars as the reporting currency in our consolidated financial statements and in this annual report. Entities located in China conducts its businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated into U.S. dollars at the noon buying rate in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York as of the balance sheet dates, the statements of income are translated using the average rate of exchange in effect during the reporting periods, and the equity accounts are translated at historical exchange rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Translation adjustments included in accumulated other comprehensive income (loss) amounted to $(1,456) and $361,655 as of December 31, 2023 and 2022, respectively. The balance sheet amounts of discontinued operations, with the exception of equity at August 11, 2023 and December 31, 2022 were translated at 7.2367 RMB and 6.8972 RMB, respectively. The equity accounts were stated at their historical rate. The average translation rates applied to statement of discontinued operations and comprehensive loss from January 1, 2023 to August 11, 2023 and for the years ended December 31, 2022, and 2021 were 6.9775RMB, 6.7290 RMB, and 6.4508 RMB to $1, respectively. The balance sheet amounts of continuing operations, with the exception of equity at December 31, 2023 were translated at 7.0999 RMB. The equity accounts were stated at their historical rate. The average translation rates applied to statement of continuing operations and comprehensive loss from July 6, 2023* to December 31, 2023 were 7.2346 RMB to $1, respectively Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

		*Guangnian Zhiyuan is the only company using RMB as the functional currency in the continuing operation entities, and starting operating on July 6, 2023.


	●	The recent joint statement by the SEC and the Public Company Accounting Oversight Board, or the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act, or the HFCAA, all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially non-U.S. auditors who are not inspected by the PCAOB.

	●	We are based in, and our operations are located in, Hong Kong and China through our subsidiaries. Our ability to operate in China may be impaired by changes in Chinese laws and regulations, including those relating to taxation, environmental regulation, restrictions on foreign investment, and other matters. Substantially all of our assets and operations are located in Hong Kong. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and therefore by the significant discretion of Chinese governmental authorities. The Chinese government may exercise significant oversight and discretion over offerings that are conducted overseas and the conduct of our business, may intervene in or influence our operations at any time, and may exert more control over foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our ordinary shares, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

	●	Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.

	●	Uncertainties with respect to China’s legal system could materially and adversely affect us. There are risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws. In particular, there are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us. Most of our operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. China has not developed a fully integrated legal system, and enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to a significant degree of interpretation by PRC regulatory agencies and courts. Further, rules and regulations in China can change quickly with little advance notice. In particular, because these laws, rules and regulations are relatively new and quickly evolving, and because of the limited number of published decisions and the non-precedential nature of these decisions, and because the laws, rules and regulations often give the relevant regulator certain discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. Therefore, we may not be aware of our violation of these policies and rules until after the occurrence of the violation, which could result in a material change in our operations and/or the value of our ordinary shares.

	●	Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China and may have a material adverse effect on our business.

	●	PRC governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment.

	●	the volume and timing of sales of our products;

	●	the introduction of new products or product enhancements by us or others in our industry;

	●	disputes or other developments with respect to our or others’ intellectual property rights;

	●	our ability to develop, obtain regulatory clearance or approval for, and market new and enhanced products on a timely basis;

	●	product liability claims or other litigation;

	●	quarterly variations in our results of operations or those of others in our industry;

	●	media exposure of our products or of those of others in our industry;

	●	changes in governmental regulations or in reimbursement;

	●	changes in earnings estimates or recommendations by securities analysts; and

	●	general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

	●	a limited availability of market quotations for our ordinary shares;

	●	reduced liquidity for our ordinary shares;

	●	a determination that our ordinary shares are “penny stock”, which would require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares;

	●	a limited amount of news about us and analyst coverage of us; and

	●	a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

	(a)	under section 7, a person cannot by reference to any contract term or to a notice given to persons generally or to particular persons exclude or restrict his liability for death or personal injury resulting from negligence and in the case of other loss or damage, a person cannot exclude or restrict his liability for negligence except in so far as the term or notice satisfies the requirement of reasonableness.

	(b)	under section 8, as between contracting parties where one of them deals as consumer or on the other’s written standard terms of business, as against that party, the other cannot by reference to any contract term (i) when himself in breach of contract, exclude or restrict any liability of his in respect of the breach, or (ii) claim to be entitled to render a contractual performance substantially different from that which was reasonably expected of him, or (iii) claim to be entitled in respect of the whole or any part of his contractual obligation, to render no performance at all, except in so far as the contract term satisfies the requirement of reasonableness.

	(c)	under section 9, a person dealing as a consumer cannot by reference to any contract term be made to indemnify another person (whether a party to the contract or not) in respect of liability that may be incurred by the other for negligence or breach of contract, except in so far as the contract term satisfies the requirement of reasonableness; and

	(d)	under section 11, as against a person dealing as consumer, the liability for breach of the obligations arising under sections 15, 16 and 17 of the Sales of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) cannot be excluded or restricted by reference to any contract term, and as against person dealing otherwise than as consumer, the liability arising under sections 15, 16 and 17 of the Sales of Goods Ordinance can be excluded or restricted by reference to a contract term, but only in so far as the terms satisfy the requirement of reasonableness.

Name	Background	Ownership
Inforbird Technologies Limited	● A Hong Kong company ● Incorporated on July 12, 2023 ● Software developing for the provision of (SaaS)	100% owned by Infobird Co., Ltd
Lightyear Technology Pte. Ltd	● A Singapore company ● Incorporated on July 25, 2023 ● A holding company	100% owned by Infobird Co., Ltd
Guangnian Zhiyuan (Beijing) Technology Co., Ltd	● A PRC company ● Incorporated on July 6, 2023 ● Registered capital of $1,379,310 (RMB 10,000,000) ● Software developing for the provision of SaaS	100% owned by Inforbird Technologies Limited

	For the Years Ended December 31,						2023 Change			For the Years Ended December 31,						2022 Change
	2023			2022			%			2022			2021			%

Revenues	$	280,000		$	—			100.0	%	$	—		$	—			—	%
Cost of revenues		125,271			—			100.0	%		—			—			—	%
Gross profit		154,729			—			100.0	%		—			—			—	%
General and administrative expenses		1,422,493			897,411			58.5	%		897,411			797,334			12.6	%
Allowance for credit losses		1,888,662			—			100.0	%		—			—			—	%
Loss from operations		(3,156,426	)		(897,411	)		251.7	%		(897,411	)		(797,334	)		12.6	%
Other income (expense), net		(18,282,360	)		(1,637,911	)		1,016.2	%		(1,637,911	)		165,713			(1,088.4	)%
(Benefit)/Provision for income taxes		—			—			—	%		—			—			—	%
Net loss from continuing operations	$	(21,438,786	)	$	(2,535,322	)		745.6	%	$	(2,535,322	)	$	(631,621	)		301.4	%
Net income (loss) income from discontinued operations		18,570,629			(13,650,763	)		(236.0	)%		(13,650,763	)		(13,594,292	)		0.4	%
Net loss	$	(2,868,157	)	$	(16,186,085	)		(82.3	)%	$	(16,186,085	)	$	(14,225,913	)		13.8	%

	●	other available sources of financing from PRC banks and other financial institutions;
	●	financial support from the Company’s related parties and shareholders; and
	●	issuance of convertible debt.

Name	Age	Position
Cheuk Yee Li	39	Chief Executive Officer, Chairman of the Board of Directors and Director
Yimin Wu	58	Director and President
Yiting Song (2)(3)	39	Director and Chief Financial Officer
Qian Qu (1)	39	Independent Director
Shaoyang E (1)(2)(3)	39	Independent Director

	●	convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;

	●	declaring dividends and distributions;

	●	appointing officers and determining the term of office of the officers;

	●	exercising the borrowing powers of our company and mortgaging the property of our company; and

	●	approving the transfer of shares in our company, including the registration of such shares in our share register.

	●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

	●	reviewing with the independent auditors any audit problems or difficulties and management’s response;

	●	discussing the annual audited financial statements with management and the independent auditors;

	●	reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

	●	reviewing and approving all proposed related party transactions;

	●	meeting separately and periodically with management and the independent auditors; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

	●	reviewing and making recommendations to our board of directors regarding the salaries and other compensation of our executive officers;

	●	reviewing and making recommendations to our board of directors regarding compensation of our directors;

	●	reviewing and approving, or making recommendations to our board of directors, regarding, equity incentive plans, compensation plans and similar programs or arrangements; and

	●	selecting, at its discretion, compensation consultants, legal counsel and other advisors.

	●	recommending nominees to our board of directors for election or re-election to our board of directors and for appointment to fill any vacancy on our board of directors;

	●	reviewing periodically the composition of our board of directors and its committees;

	●	recommending directors to serve as members of the committees of our board of directors;

	●	reviewing and recommending corporate governance principles applicable to us; and

	●	overseeing evaluations of our board of directors, individual directors and the committees of our board of directors.

	●	each person known to us to beneficially own 5% or more of our outstanding ordinary shares;

	●	each of our directors and executive officers; and

	●	all of our directors and executive officers as a group.

Name of Beneficial Owners	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Directors and Executive Officers:
Cheuk Yee Li		—		—
Yiting Song		—		—
Yimin Wu⁽¹⁾		1,815		0.091	%
Shaoyang E		—		—
Qian Qu		—		—
All directors and executive officers as a group (5 persons)		1,815		0.091	%


	December 31, 2023			December 31, 2022

Due from discontinued operations	$	17,632,181		$	14,013,927
Allowance for expected credit losses	$	(17,632,181	)	$	—
Due from discontinued operations, net	$	—		$	14,013,927

	●	Memorandum and Articles of Association;

	●	The Companies Act (Revised) of the Caymans Islands, which is referred to as the Companies Act below; and

	●	Common law of the Cayman Islands.

	●	does not have to file an annual return of its shareholders with the Registrar of Companies;

	●	is not required to open its register of members for inspection;

	●	does not have to hold an annual general meeting;

	●	may issue shares with no par value;

	●	may obtain an undertaking against the imposition of any future taxation;

	●	may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

	●	may register as a limited duration company; and

	●	may register as a segregated portfolio company.

	●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our board of directors; and

	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

	1.	prepare a systematic policies and procedures manual for our IT processes in order to develop enhanced risk assessment procedures and controls related to changes in IT systems;

	2.	regularly conduct internal evaluation for IT-related departments and all IT staff;

	3.	regularly conduct network security training for IT employees to provide employees with security awareness;

	4.	establish a qualification assessment procedure for third-party service providers;

	5.	improve demand analysis and detailed design/specification of new IT projects. All new IT projects undergo user acceptance testing and implementation approval;

	6.	ensure system and information security, strictly control the approval of system permissions and review them regularly, enforce password complexity policies, and regularly audit and analyze logs; and

	7.	enforce and monitor IT standard procedures and safety management specifications.

	For the year ended December 31,
	2023		2022
Audit fees ⁽¹⁾	$	520,000	$	120,000
Audit-related fees		—		—
Total		520,000		120,000

Exhibit Number		Description of Exhibit
1.1		Fifth Amended and Restated Memorandum and Articles of Association of the Registrant currently in effect, adopted by way of a special resolution passed on November 15, 2023 (incorporated by reference to Exhibit 99.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on November 20, 2023)
1.2*		Sixth Amended and Restated Memorandum and Articles of Association of the Registrant currently in effect, adopted by way of a special resolution passed on February 20, 2024 with effect from May 2, 2024
4.1		Specimen certificate evidencing ordinary shares (incorporated by reference to Exhibit 4.1 of Amendment No. 3 to our Registration Statement on Form F-1 (File No. 333-251234)) filed with the Securities and Exchange Commission on March 15, 2021)
4.2		Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 of Amendment No. 3 to our Registration Statement on Form F-1 (File No. 333-251234) filed with the Securities and Exchange Commission on March 15, 2021)
4.3		Description of Securities (incorporated herein by reference to the section titled “Description of Share Capital and Governing Documents” in the Registrant’s registration statement on Form F-1 (File No. 333-251234)), originally filed with the Securities and Exchange Commission on December 9, 2020, as amended, including any form of prospectus contained therein pursuant to Rule 424(b) under the Securities Act of 1933 and the Registrant’s registration statement on Form 8-A, filed with the Securities and Exchange Commission on March 30, 2021)
4.4		Form of Ordinary Share Warrant (incorporated by reference to Exhibit 99.2 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on February 28, 2023)
4.5		Form of Private Warrant (incorporated by reference to Exhibit 99.3 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on February 28, 2023)
10.1		Form of Indemnification Escrow Agreement (incorporated by reference to Exhibit 10.6 of Amendment No. 3 to our Registration Statement on Form F-1 (File No. 333-251234) filed with the Securities and Exchange Commission on March 15, 2021)
10.2		Form of Indemnification Agreement between the registrant and its officers and directors (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form F-1 (File No. 333-251234) filed with the Securities and Exchange Commission on December 9, 2020)
10.3		Form of Director Agreement between the registrant and its directors (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form F-1 (File No. 333-251234) filed with the Securities and Exchange Commission on December 9, 2020)
10.4		Form of Independent Director Agreement between the registrant and certain of its independent directors (incorporated by reference to Exhibit 10.9 of our Registration Statement on Form F-1 (File No. 333-251234) filed with the Securities and Exchange Commission on December 9, 2020)
10.5		Form of Employment Agreement between the registrant and its directors (incorporated by reference to Exhibit 10.11 of our Registration Statement on Form F-1 (File No. 333-251234) filed with the Securities and Exchange Commission on December 9, 2020)

10.6		Form of Securities Purchase Agreement by and between the Purchaser and the registrant, dated as of November 25, 2022 (incorporated by reference to Exhibit 4.11 from our report on Form 20-F (File No. 001-40301) filed with the Securities and Exchange Commission on May 1, 2023)
10.7		Form of Securities Purchase Agreement by and between the registrant and certain purchasers (incorporated by reference to Exhibit 99.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on February 28, 2023)
10.8		Placement Agency Agreement by and between Maxim Group LLC and the registrant (incorporated by reference to Exhibit 99.5 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on February 28, 2023)
10.9		Form of Securities Purchase Agreement, dated as of July 24, 2023, by and between Infobird Co., Ltd and the purchasers (incorporated by reference to Exhibit 99.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on July 28, 2023)
10.10		Form of Securities Purchase Agreement, dated as of August 3, 2023, by and between Infobird Co., Ltd and the purchasers (incorporated by reference to Exhibit 10.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on August 4, 2023)
10.11		English Translation of the Equity Transfer Agreement dated August 11, 2023, by and between Infobird Co., Ltd and CRservices Limited (incorporated by reference to Exhibit 10.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on August 17, 2023)
10.12		Form of Securities Purchase Agreement, dated as of December 22, 2023, by and between Infobird Co., Ltd and the Investor (incorporated by reference to Exhibit 10.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on December 22, 2023)
10.13		Form of Equity Acquisition Agreement, dated as of June 28, 2024, by and between Infobird Co., Ltd and Shangri-La Trading Limited (incorporated by reference to Exhibit 10.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on July 1, 2024)
12.1*		CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1*		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2*		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
14.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of Amendment No. 1 to our Registration Statement on Form F-1 (File No. 333-251234) filed with the Securities and Exchange Commission on January 12, 2021)
16.1		Letter from WWC, P.C. (incorporated by reference to Exhibit 16.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on June 3, 2024)
19.1*		Insider trading policy
21.1*		List of Subsidiaries
23.1*		Consent of WWC, P.C., Independent Registered Public Accounting Firm
23.2*		Consent of Audit Alliance LLP, Independent Registered Public Accounting Firm
97.1		Clawback Policy (incorporated by reference to Exhibit 99.1 from our report on Form 6-K (File No. 001-40301) filed with the Securities and Exchange Commission on October 24, 2023)
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File

	INFOBIRD CO., LTD

	By:	/s/ Cheuk Yee Li
		Cheuk Yee Li
		Chief Executive Officer

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 3487)		F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171)		F-3
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-4
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021		F-5
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022 and 2021		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021		F-7
Notes to Consolidated Financial Statements		F-8


	December 31,			December 31,
	2023			2022

ASSETS
CURRENT ASSETS
Cash	$	52,659		$	209,561
Accounts receivable, net		180,000			—
Other receivables, net		5,223,235			—
Due from related party		1,279
Due from discontinued operations		—			14,013,927
Escrow, current		—			4,896,932
Prepayments		10,564			—
Short-term investment		—			6,704,029
Current assets of discontinued operations		—			1,563,009
Total current assets		5,467,737			27,387,458

OTHER ASSETS
Escrow		52,187,762			—
Other assets of discontinued operations		—			3,260,740
Total other assets		52,187,762			3,260,740

Total assets	$	57,655,499		$	30,648,198

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Other payables and accrued liabilities	$	62,403		$	—
Taxes payable		594			—
Current liabilities of discontinued operations		—			24,119,744
Total current liabilities		62,997			24,119,744

OTHER LIABILITIES
Other liabilities of discontinued operations		—			26,772
Total other liabilities		—			26,772

Total liabilities	$	62,997		$	24,146,516

COMMITMENTS AND CONTINGENCIES		—			—

SHAREHOLDERS’ EQUITY
Ordinary shares, $0.00001 par value, 5,000,000,000,000 shares authorized,1,342,999 and 23,867 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	$	13		$	—
Subscription receivable		(1,184,676	)		—
Additional paid-in capital		83,383,062			33,832,743
Statutory reserves		—			449,136
Accumulated deficits		(24,604,441	)		(28,066,415	)
Accumulated other comprehensive income		(1,456	)		361,655
Total shareholders’ equity attributable to Infobird Co., Ltd		57,592,502			6,577,119

Non-controlling interests		—			(75,437	)
Total equity		57,592,502			6,501,682

Total liabilities and equity	$	57,655,499		$	30,648,198


	For the Years Ended
	December 31,			December 31,			December 31,
	2023			2022			2021

REVENUES	$	280,000		$	—		$	—
COST OF REVENUES		125,271			—			—

GROSS PROFIT		154,729			—			—

OPERATING EXPENSES:
General and administrative		1,422,493			897,411			797,334
Allowance for credit losses		1,888,662			—			—

LOSS FROM OPERATIONS		(3,156,426	)		(897,411	)		(797,334	)

OTHER INCOME (EXPENSE)
Interest income		1,366			—			—
Interest expense		(736,941	)		(1,250,000	)		—
Impairment of due from discontinued operations		(17,632,181	)		—			—
Other (expense) income, net		85,396			(387,911	)		165,713
Total other income (expense), net		(18,282,360	)		(1,637,911	)		165,713

LOSS BEFORE INCOME TAX EXPENSES		(21,438,786	)		(2,535,322	)		(631,621	)

INCOME TAX EXPENSE		—			—			—

NET LOSS FROM CONTINUED OPERATIONS		(21,438,786	)		(2,535,322	)		(631,621	)

DISCONTINUED OPERATIONS
Loss from discontinued operations, net of applicable income taxes		(4,287,657	)		(13,650,763	)		(13,594,292	)
Net gain on sale of discontinued operations, net of applicable income taxes		22,858,286			—			—
NET PROFIT (LOSS) FROM DISCONTINUED OPERATIONS	$	18,570,629		$	(13,650,763	)	$	(13,594,292	)

NET LOSS		(2,868,157	)		(16,186,085	)		(14,225,913	)

Less: Net loss attributable to noncontrolling interest from discontinuing operations		(291,626	)		(919,106	)		(353,681	)

NET LOSS ATTRIBUTABLE TO INFOBIRD CO.,LTD		(2,576,531	)		(15,266,979	)		(13,872,232	)

NET LOSS		(2,868,157	)		(16,186,085	)		(14,225,913	)

FOREIGN CURRENCY TRANSLATION ADJUSTMENT		393,604			(237,046	)		102,084

TOTAL COMPREHENSIVE LOSS		(2,474,553	)		(16,423,131	)		(14,123,829	)

Less: Comprehensive loss attributable to noncontrolling interests from discontinuing operations		(282,920	)		(925,589	)		(349,769	)

COMPREHENSIVE LOSS ATTRIBUTABLE TO INFOBIRD CO., LTD	$	(2,191,633	)	$	(15,497,542	)	$	(13,774,060	)

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES*
Basic and diluted		393,572			7,192			5,855

LOSS PER SHARE
Basic and diluted	$	(6.55	)	$	(2,122.77	)	$	(2,369.30	)


											Retained earnings						Accumulated
								Additional			(accumulated deficit)						other
	Ordinary shares				Subscription			paid-in			Statutory						comprehensive			Noncontrolling
	Shares*		Amounts		receivable			capital			reserves			Unrestricted			income (loss)			interests			Total
BALANCE, January 1, 2021		4,750	$	—	$	—		$	5,871,089		$	437,549		$	1,084,383		$	494,046		$	244,228		$	8,131,295
Net income attributable to Infobird Co., Ltd		—		—		—			—			—			(13,872,232	)		—			—			(13,872,232	)
Net income attributable to noncontrolling interests		—		—		—			—			—			—			—			(353,681	)		(353,681	)
Issuance of ordinary shares and warrants in initial public offerings, net of issuance costs		1,594		—		—			20,797,244			—			—			—			—			20,797,244
Statutory reserve		—		—		—			—			11,587			(11,587	)		—			—			—
Noncontrolling interest from acquisition		—		—		—			—			—			—			—			955,693			955,693
Share-based compensations for consulting services		18		—		—			140,467			—			—			—			—			140,467
Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2022		5		—		—			—			—			—			—			—			—
Foreign currency translation adjustment		—		—		—			—			—			—			98,172			3,912			102,084
BALANCE, December 31, 2021		6,367	$	—		—		$	26,808,800		$	449,136		$	(12,799,436	)	$	592,218		$	850,152		$	15,900,870
Net loss attributable to Infobird Co., Ltd		—		—		—			—			—			(15,266,979	)		—			—			(15,266,979	)
Net loss attributable to noncontrolling interests		—		—		—			—			—			—			—			(919,106	)		(919,106	)
CB convert to ordinary shares, net of issuance costs		15,625		—		—			6,250,000			—			—			—			—			6,250,000
Statutory reserve		—		—		—			—			—			—			—			—			—
PIPE, net of issuance costs		1,875		—		—			763,810			—			—			—			—			763,810
Share-based compensations for consulting services		—		—		—			10,133			—			—			—			—			10,133
Foreign currency translation adjustment		—		—		—			—			—			—			(230,563	)		(6,483	)		(237,046	)
BALANCE, December 31, 2022		23,867	$	—		—		$	33,832,743		$	449,136		$	(28,066,415	)	$	361,655		$	(75,437	)	$	6,501,682
Net loss attributable to Infobird Co., Ltd		—		—		—			—			—			(2,576,531	)		—			—			(2,576,531	)
Net loss attributable to noncontrolling interests		—		—		—			—			—			—			—			(291,626	)		(291,626	)
Issued ordinary shares under F3, net of issuance costs		4,808		—		—			4,522,313			—			—			—			—			4,522,313
Warrants convert to ordinary shares		3,125		—		—			—			—			—			—			—			—
Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2023		77		—		—			—			—			—			—			—			—
Issued ordinary shares under F3, net of issuance costs		826,396		8		—			44,999,992			—			—			—			—			45,000,000
CB convert to ordinary shares, net of issuance costs		34,688		—		—			2,775,000			—			—			—			—			2,775,000
Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2023		4,179		—		—			—			—			—			—			—			—
CB convert to ordinary shares, net of issuance costs		168,623		2		—			909,701			—			—			—			—			909,703
Issued ordinary shares under F3, net of issuance costs		215,000		2		(1,184,676	)		1,184,674			—			—			—			—			—
Additional ordinary shares of round up adjustment due to retroactive effect of Share Consolidation in 2024		62,236		1		—			(1	)		—			—			—			—			—
Foreign currency translation adjustment		—		—		—			—			—			—			384,898			8,706			393,604
Deconsolidation of discontinued operations		—		—		—			(4,841,360	)		(449,136	)		6,038,505			(748,009	)		358,357			358,357
BALANCE, December 31, 2023		1,342,999	$	13		(1,184,676	)	$	83,383,062		$	—		$	(24,604,441	)	$	(1,456	)	$	—		$	57,592,502