Infobird Co., Ltd 6-K, filed Aug 15, 2022

Infobird Co., Ltd (IFBD)

6-K 2022-08-15 For: 2022-08-15

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Added on April 08, 2026

About this 6-K

Infobird Co., Ltd filed this 6-K on August 15, 2022.

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Exhibit No.	Description of Exhibit
99.1	Notice and Proxy Statement for the Extraordinary General Meeting of the Shareholders of Infobird Co., Ltd
99.2	Form of Proxy Card
99.3	Form of Second Amended and Restated Memorandum and Articles of Association of Infobird Co., Ltd

Date: August 15, 2022

	INFOBIRD CO., LTD

	By:	/s/ Yimin Wu
		Name: Yimin Wu
		Title: Chief Executive Officer and
		Chairman of the Board of Directors

	1.	Proposal 1: To consider and approve by an ordinary resolution that every 5 ordinary shares of a par value of US$0.001 each (the “Ordinary Shares”) in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 Ordinary Share of a par value of US$0.005 each with effect from September 9, 2022 (the “Share Consolidation”); such that immediately following the Share Consolidation, the authorized share capital of the Company will be US$50,000 divided into 10,000,000 shares of par value of US$0.005 each, all of which are designated as Ordinary Shares.

	2.	Proposal 2: To consider and approve by a special resolution the Amendment and Restatement of the Company’s Memorandum and Articles of Association in the form of Second Amended and Restated Memorandum and Articles of Association attached as Annex B hereto to reflect the above Share Consolidation; and that the Second Amended and Restated Memorandum and Articles of Association be adopted as the Memorandum and Articles of Association of the Company, to the exclusion of the existing Amended and Restated Memorandum and Articles of Association with effect from September 9, 2022. The registered office provider of the Company shall be instructed to file the Second Amended and Restated Memorandum and Articles of Association with the Registrar of Companies in the Cayman Islands and to do and complete all other matters ancillary to such filing as may be necessary or desirable in order to give effect to amendment of the Memorandum and Articles of Association in the Cayman Islands.

	By Order of the Board of Directors,

	/s/ Yimin Wu
	Yimin Wu
	Chairman of the Board of Directors
	August 15, 2022

	Page
Proxy Statement	1
Questions and Answers about the Extraordinary General Meeting	2
Proposal 1: To Authorize a Share Consolidation	5
Proposal 2: To Approve the Second Amended and Restated Memorandum and Articles of Association	8
Proxy Form	A-1
Second Amended and Restated Memorandum and Articles of Association	B-1

Q.	*What is the purpose of this document?*

	A.	This document serves as the Company’s proxy statement, which is being provided to Company shareholders of record at the close of business on August 12, 2022 (the “Record Date”) because the Company’s Board of Directors is soliciting their proxies to vote at the Extraordinary General Meeting of Shareholders (“Extraordinary General Meeting”) on the items of business outlined in the Notice of Extraordinary General Meeting of Shareholders (the “Meeting Notice”).

Q.	*Why am I receiving these materials?*

	A.	We have sent you this proxy statement and the enclosed proxy card because the Board of Directors of the Company is soliciting your proxy to vote at the Extraordinary General Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the Extraordinary General Meeting to vote on the proposal described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. When you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your plans change. If you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment. The Company intends to mail this proxy statement and accompanying proxy card on or about August 15, 2022 to all shareholders entitled to vote at the Extraordinary General Meeting.

Q.	*Who may vote and how many votes my I cast?*

	A.	Only shareholders on the Record Date, August 12, 2022, will be entitled to vote at the Extraordinary General Meeting. On the Record Date, there were 25,445,000 ordinary shares outstanding and entitled to vote. Each ordinary share is entitled to one vote on each matter. There are no preferred shares issued and outstanding.

Q.	*How do I vote?*

	A.	You may vote “For” or “Against” the proposals, or “Abstain” from voting on such proposals. The procedures for voting are outlined below:

	●	To vote in person, come to the Extraordinary General Meeting and we will give you a ballot when you arrive; or
	●	To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly. If you return your signed proxy card to us by 11:59 p.m. EDT before the day of the Extraordinary General Meeting, we will vote your shares as you direct.

Q.	*What if I change my mind after I vote via proxy?*

	A.	If you hold your shares in your own name, you may revoke your proxy at any time before your shares are voted by:

		●	mailing a later dated proxy prior to the Extraordinary General Meeting;

		●	delivering a written request in person to return the executed proxy;

		●	voting in person at the Extraordinary General Meeting; or

		●	providing written notice of revocation to the Chairman of the Board of Directors of the Company at: Room 12A05, Block A, Boya International Center, Building 2, No. 1 Courtyard, Lize Zhongyi Road Chaoyang District, Beijing, China 100102.

Q.	*What does it mean if I receive more than one proxy card or voting instruction form?*

	A.	It means that you have multiple accounts at our transfer agent or with brokers, banks, or other fiduciaries. Please complete and return all proxy cards and voting instruction forms to ensure that all of your shares are voted.

Q.	*How many shares must be present to hold a valid meeting?*

	A.	For us to hold a valid Extraordinary General Meeting, we must have a quorum, which means that not less than one-third of our outstanding ordinary shares that are entitled to cast a vote are present in person or by proxy at the Extraordinary General Meeting. Proxies received but marked as abstentions and Broker Non-Votes will be treated as shares that are present and entitled to vote for purposes of determining a quorum. Your shares will be counted as present at the Extraordinary General Meeting if you:

		●	properly submit a proxy card (even if you do not provide voting instructions); or

		●	attend the Meeting and vote in person.

Q.	*How many votes are required to approve an item of business?* A. Assuming a quorum as referenced above is reached –

	1.	Proposal 1 will be approved if passed by a simple majority of the votes cast by the shareholders at the Extraordinary General Meeting.

	2.	Proposal 2 will be approved if passed by a majority of not less than two-thirds of votes cast by the shareholders at the Extraordinary General Meeting.

Q.	*Who pays the cost for soliciting proxies?*

	A.	We will pay the cost for the solicitation of proxies by the Board of Directors. Our solicitation of proxies will be made primarily by mail. Proxies may also be solicited personally, by telephone, fax, e-mail or other means of communication by our officers, directors, and employees, none of whom will receive any additional compensation for their services. We will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to beneficial holders to obtain the authorization for the execution of proxies.

Q.	*Where can I find additional information about the Company?*

	A.	Our reports filed with the United States Securities and Exchange Commission (the “SEC”), including our reports on Form 6-K, and other publicly available information, should be consulted for other important information about the Company. You can also find additional information about us on our website at https://www.infobird.com. The mailing address and the location of the Principal Executive Office is Room 12A05, Block A, Boya International Center, Building 2, No. 1 Courtyard, Lize Zhongyi Road Chaoyang District, Beijing, China 100102.

	By Order of the Board of Directors,

	/s/ Mr. Yimin Wu
	Chairman of the Board

	VOTE ON INTERNET
	Go to http://www.vstocktransfer.com/proxy
	Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. EDT on September 5, 2022.

	CONTROL #

	VOTE BY EMAIL
	Mark, sign and date your proxy card and return it to vote@vstocktransfer.com.

* SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999	VOTE BY MAIL
* SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999	Mark, sign and date your proxy card and return it in the envelope we have provided.

	VOTE BY FAX
	Mark, sign and date your proxy card and return it to 646-536-3179.

	VOTE AT MEETING
	If you would like to attend the Extraordinary General Meeting to be held on September 6, 2022 at 8:00 p.m. local time (8:00 a.m. Eastern Time) at Room 12A05, Block A, Boya International Center, Building 2, No. 1 Courtyard, Lize Zhongyi Road Chaoyang District, Beijing, China 100102

	1.	The name of the Company is Infobird Co., Ltd.

	2.	The registered office of the Company shall be situated at the office of Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010, Cayman Islands, or at such other place in the Cayman Islands as the directors may at any time decide.

	3.	The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (as revised).

	4.	The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27 (2) of the Companies Act (as revised).

	5.	Nothing in the preceding paragraphs shall be deemed to permit the Company to carry on the business of a bank or trust company without being licensed in that behalf under the provisions of the Banks and Trust Companies Act (as revised), or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the provisions of the Insurance Act (as revised), or to carry on the business of company management without being licensed in that behalf under the Companies Management Act (as revised).

	6.	The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands, but nothing in this paragraph shall be so construed as to prevent the Company effecting and concluding contracts in the Cayman Islands and exercising in the Cayman Islands any of its power necessary for the carrying on of its business outside the Cayman Islands.

	7.	The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares.

	8.	The share capital of the Company is US$50,000 divided into 10,000,000 ordinary shares of US$0.005 par value each with power for the Company, subject to the provisions of the Companies Act (as revised) and the Articles of Association, to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide, every issue of shares, whether stated to be ordinary, preference or otherwise, shall be subject to the powers on the part of the Company hereinbefore provided.

	9.	The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

	10.	Capitalized terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

	1.	The regulations contained in Table A in the First Schedule of the Act shall not apply to the Company and the following regulations shall be the Articles of Association of the Company.

	2.	In these Articles:

	“allotment”	shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Members in respect of those shares;

	“Articles”	these articles of association of the Company as from time to time amended by Special Resolution;

	“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the audit committee;

	“Board” or “Board of Directors”	means the board of directors of the Company;

	“clear days”	in relation to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

	“Clearing House”	a clearing house recognized by the laws of the jurisdiction in which shares in the capital of the Company (or depository receipts thereof) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;

	“Company”	the above named company;

	“Company’s Web-site”	means the website of the Company, its web-address or domain name;

	“Compensation Committee” or “Remuneration Committee”	the compensation committee or the remuneration committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the compensation committee or remuneration committee;

	“Designated Stock Exchange”	the Nasdaq Capital Market and/or any other stock exchange or interdealer quotation system on which shares in the capital of the Company are listed or quoted;

	“Directors”	means the Directors for the time being of the Company or, as the case may be, those Directors assembled as a board or as a committee of the board;

	“dividend”	includes a distribution or interim dividend or interim distribution;

	“electronic”	has the same meaning as in the Electronic Transactions Act (as revised);

	“electronic communication”	a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including SEC’s website) or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

	“electronic record”	has the same meaning as in the Electronic Transactions Act (as revised);

	“electronic signature”	has the same meaning as in the Electronic Transactions Act (as revised);

	“Equity Securities”	shares and any securities convertible into or exchangeable or exercisable for shares;

	“Exchange Act”	the Securities Exchange Act of 1934, as amended;

	“executed”	means any mode of execution;

	“holder”	in relation to any share, the Member whose name is entered in the Register of Members as the holder of the share;

	“Indemnified Person”	means every Director, alternate Director, Secretary or other officer for the time being or from time to time of the Company;

	“Independent Directors”	means a Director who is an independent director as defined in any rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be;

	“Islands”	the British Overseas Territory of the Cayman Islands;

	“Act”	the Companies Act (as revised);

	“Member”	has the same meaning as in the Act;

	“Memorandum”	the memorandum of association of the Company as from time to time amended;

	“Month”	a calendar month;

	“Nomination and Governance Committee”	the nomination and governance committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the nomination and governance committee;

	“officer”	includes a Director or a Secretary;

	“Ordinary Resolution”	a resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

	“Other Indemnitors”	means persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance to the Indemnified Persons in connection with such Indemnified Persons involvement in the management of the Company;

	“paid up”	means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

	“Person”	any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust, association, organization or any other entity or governmental entity;

	“Register of Members”	the register of Members required to be kept pursuant to the Act; “Seal” the common seal of the Company including every duplicate seal;

	“SEC”	the United States Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

	“Secretary”	any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

	“Securities Act”	means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time;

	“share”	a share in the share capital of the Company, and includes stock (except where a distinction between shares and stock is expressed or implied) and includes a fraction of a share;

	“signed”	includes an electronic signature or a representation of a signature affixed by mechanical means;

	“Special Resolution”	a resolution (i) which has been passed by a majority of not less than two-thirds (or, in respect of any resolution to approve any amendments to any provisions of these Articles that relate to or have an impact upon the procedures regarding the election, appointment, removal of Directors and/or the size of the Board, by two-thirds) of such Members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

	“subsidiary”	a company is a subsidiary of another company if that other company:

	(i)	holds a majority of the voting rights in it;
	(ii)	is a member of it and has the right to appoint or remove a majority of its board of directors; or
	(iii)	is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or
	(iv)	is a subsidiary of a company which is itself a subsidiary of that other company. For the purpose of this definition the expression “company” includes any body corporate established in or outside of the Islands;

	“Transfer”	with respect to any Equity Securities of the Company, any sale, assignment, Lien, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary, involuntarily or by operation of law, directly or indirectly (including the Transfer of a controlling interest in any entity the assets of which consist at least in part of Equity Securities). “transferor” and “transferee” have meanings corresponding to the foregoing;

	“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Act;

	“U.S. Person”	means a Director who is citizen or resident of the United States of America;

	“written” and “in writing”	includes all modes of representing or reproducing words in visible form including in the form of an electronic record;

	(b)	unless the context otherwise requires, words or expressions defined in the law shall have the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company;

	(c)	unless the context otherwise requires:

	(i)	words importing the singular number shall include the plural number and vice-versa;
	(ii)	words importing the masculine gender only shall include the feminine gender; and
	(iii)	words importing persons only shall include companies or associations or bodies of person whether incorporated or not;

	(d)	the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

	(e)	the headings herein are for convenience only and shall not affect the construction of these Articles;

	(f)	references to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include any statutory modification or re-enactment thereof for the time being in force; and

	(g)	where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose.

	3.	The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only some of the shares may have been allotted.

	4.	The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

6.	(a)	Subject to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles, the Directors have general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the capital of the Company without the approval of holders of Shares (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Act. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time and without the approval of holders of Shares the issuance of one or more classes or series of preferred Shares, to cause to be issued such preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of Shares of any class or series of preferred Shares then outstanding) to the extent permitted by Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred Shares of any other class or series.

	(b)	The Company shall not issue shares or warrants to bearer.

	(c)	Subject to the rules of any Designated Stock Exchange, the Directors have general and unconditional authority to issue warrants or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company to such persons, on such terms and conditions, and at such times as the Directors may decide.

	(d)	The Company may issue fractions of a share of any class and a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of that class of shares.

	7.	The Company may, in so far as the Act permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage fees as may be lawful.

	8.	Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the holder.

	31.	(1) The Board may, in its absolute discretion, and without giving any reason therefore, refuse to register a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which the Company has a lien.

		(2) The Board may, in its absolute discretion, and without giving any reason therefore, determine that the Company shall maintain one or more branch registers of Members in accordance with the Act. The Board may also, in its absolute discretion, and without giving any reason therefore, determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

	(v)	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.