6-K
X3 Holdings Co., Ltd. (XTKG)
UNITED STATESSECURITIES 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 OF1934
For the month of November 2022
Commission File Number: 001-38851
POWERBRIDGE TECHNOLOGIES CO., LTD.
(Translation of Registrant's name into English)
AdvancedBusiness Park, 9th Fl, Bldg C2,
29Lanwan Lane, Hightech District,
Zhuhai,Guangdong 519080, China
(Addressof 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 ☐
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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXPLANATORY NOTE
Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) today made an announcement of its unaudited condensed consolidated statements of changes in equity and cash flows for the six months ended June 30, 2022, in addition to unaudited condensed consolidated financial data for the same period announced in the Report on Form 6-K on November 4, 2022.
The information contained in both of the 6-Ks is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-253395).
Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited<br>Condensed Consolidated Statements of Changes in Equity and Cash Flows for the six months ended June 30, 2022 |
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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: November 30, 2022
| POWERBRIDGE TECHNOLOGIES CO., LTD. | |
|---|---|
| By: | /s/ Stewart Lor |
| Stewart Lor | |
| Chief Executive Officer |
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Exhibit 99.1
POWERBRIDGE TECHNOLOGIES CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
ZHUHAI, China – November 30, 2022 - Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) (NASDAQ: PBTS), a provider of multi-industry technology solutions, today made an announcement of its unaudited condensed consolidated statements of changes in equity and cash flows for the six months ended June 30, 2022, in addition to unaudited condensed consolidated financial data for the same period announced in the Report on Form 6-K on November 4, 2022.
About Powerbridge Technologies Co., Ltd.
Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) is a provider of multi-industry technology solutions, software applications and services for the global trade industry, IoT platform services as well as intelligent fixtures and devices for smart city operations, supply chain platforms and social livestreaming services for the retail industry, metaverse and smart solutions for the travel and leisure industry, as well as cryptomining and digital asset operations.
Forward Looking Statements
No statement made in this Form 6-K should be interpreted as an offer to purchase or sell any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended, and applicable state securities laws. Certain statements in this Form 6-K concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the “safe harbor” under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding our ability to raise capital on any particular terms, fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, our ability to realize revenue from expanded operation and acquired assets in China and the U.S., our ability to attract and retain highly skilled professionals, client concentration, industry segment concentration, reduced demand for technology in our key focus areas, our ability to successfully complete and integrate potential acquisitions, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our Form 20-F and other filings that we may make with the United States Securities and Exchange Commission in the future. These filings are available at www.sec.gov. Powerbridge may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this Form 6-K. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.
| Shares* | Amount | Additional Paid-in <br><br>Capital | Accumulated <br><br>deficit | Non-controlling <br><br>interest | Accumulated<br><br> other<br><br> comprehensive<br><br> income (loss) | Total equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, January 1, 2021 | 45,777,318 | 76,296 | $ | 100,149,397 | $ | (28,234,492 | ) | $ | (112,027 | ) | $ | 814,343 | $ | 72,693,517 | |||||
| Issuance of shares at market offering | 1,626,327 | 2,711 | 5,125,766 | - | - | - | 5,128,477 | ||||||||||||
| Conversion of convertible loans | 734,617 | 1,224 | 1,413,160 | - | - | - | 1,414,384 | ||||||||||||
| Issuance of shares for option exercised | 23,954 | 40 | (40 | ) | - | - | - | - | |||||||||||
| Issuance of shares issued for services | 100,000 | 167 | 164,110 | - | - | - | 164,277 | ||||||||||||
| Options granted | 4,450,911 | - | - | - | 4,450,911 | ||||||||||||||
| Capital contribution by non-controlling shareholder | - | - | - | - | 93 | - | 93 | ||||||||||||
| Net loss for the period | - | - | - | (8,960,299 | ) | (76,525 | ) | - | (9,036,824 | ) | |||||||||
| Foreign currency translation adjustment | - | - | - | - | (1,348 | ) | 822,944 | 821,596 | |||||||||||
| Balance, June 30, 2021 | 48,262,216 | 80,438 | $ | 111,303,304 | $ | (37,194,791 | ) | $ | (189,807 | ) | $ | 1,637,287 | $ | 75,636,431 | |||||
| Balance, January 1, 2022 | 56,794,773 | $ | 94,660 | $ | 117,937,928 | $ | (37,575,834 | ) | $ | (257,296 | ) | $ | 2,698,884 | $ | 82,898,342 | ||||
| Conversion of convertible loans | 5,929,838 | 9,883 | 2,266,022 | - | - | - | 2,275,905 | ||||||||||||
| Issuance shares for investments | 37,080,858 | 61,803 | 14,918,192 | - | - | - | 14,979,995 | ||||||||||||
| Issuance of shares for options | 47,255 | 79 | 429,205 | - | - | - | 429,284 | ||||||||||||
| Options granted | - | - | 2,630,758 | - | - | - | 2,630,758 | ||||||||||||
| Disposition of a subsidiary | - | - | - | - | 17,320 | - | 17,320 | ||||||||||||
| Net loss for the period | - | - | - | (8,488,933 | ) | (19,490 | ) | - | (8,508,423 | ) | |||||||||
| Foreign currency translation adjustment | - | - | - | - | 12,574 | (3,931,135 | ) | (3,918,561 | ) | ||||||||||
| Balance, June 30, 2022 | 99,852,724 | $ | 166,425 | $ | 138,182,105 | $ | (46,064,767 | ) | $ | (246,892 | ) | $ | (1,232,251 | ) | $ | 90,804,620 | |||
| * | Shares and per share data are presented on a retroactive basis to reflect the nominal share issuance and share split on August 18, 2018 and February 10, 2019. | ||||||||||||||||||
| --- | --- |
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POWERBRIDGE TECHNOLOGIES CO., LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS
| For the six months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ | (8,508,423 | ) | $ | (9,036,824 | ) |
| Adjustments to reconcile net income from operations to net cash used in operating activities: | ||||||
| Depreciation and amortization | 1,116,277 | 931,728 | ||||
| Provision for doubtful accounts | 2,039,248 | 898,645 | ||||
| Share based compensation | 3,060,042 | 4,615,188 | ||||
| Loss from disposal of property and equipment | 29,591 | 311 | ||||
| Deferred tax benefit | (318,048 | ) | (149,970 | ) | ||
| Change in fair value of convertible debt | (11,658 | ) | 1,493,978 | |||
| Loss from disposition of a subsidiary | 1,048 | - | ||||
| Right of use assets amortization | 17,032 | - | ||||
| Accrued interest of convertible debt | - | 112,296 | ||||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | 1,645,147 | (6,846,822 | ) | |||
| Accounts receivable-related party | - | (85,181 | ) | |||
| Contract costs | - | 4,075,816 | ||||
| Prepayments, deposits and other assets | 920,424 | (310,292 | ) | |||
| Inventory | - | (245,965 | ) | |||
| Accounts payable | (3,923,572 | ) | (6,288,214 | ) | ||
| Accounts payable-related party | (722,193 | ) | - | |||
| Accrued expenses and other current liabilities | (80,801 | ) | (1,278,774 | ) | ||
| Taxes payable | (21,194 | ) | (66,019 | ) | ||
| Deferred revenue | (285,558 | ) | 224,165 | |||
| Customer deposits | 16,468 | (41,045 | ) | |||
| Lease liabilities | (17,524 | ) | - | |||
| NET CASH USED IN OPERATING ACTIVITIES | (5,043,694 | ) | (11,996,979 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Proceeds (loans to) from third parties | 4,212,434 | (300,000 | ) | |||
| Purchases of property and equipment | (2,525,856 | ) | (1,216,395 | ) | ||
| Proceeds from disposal of property and equipment | 45,247 | 62 | ||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 1,731,825 | (1,516,333 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from bank loans | 2,315,136 | 2,781,985 | ||||
| Repayments of bank loans | (2,778,164 | ) | (2,781,985 | ) | ||
| Proceeds from the market offering | - | 5,128,477 | ||||
| Proceeds from issuance of convertible note | - | 4,970,000 | ||||
| Repayment to related parties | (445,430 | ) | (723,245 | ) | ||
| Capital contribution by non-controlling shareholder | - | 93 | ||||
| NET CASH (USED IN) PROVIDE BY FINANCING ACTIVITIES | (908,458 | ) | 9,375,325 | |||
| EFFECT OF EXCHANGE RATE CHANGES | (389,040 | ) | 116,296 | |||
| NET DECREASE IN CASH AND RESTRICTED CASH | (4,609,367 | ) | (4,021,691 | ) | ||
| CASH AND RESTRICTED CASH - beginning of period | 7,056,248 | 8,389,704 | ||||
| CASH AND RESTRICTED CASH - end of period | $ | 2,446,881 | $ | 4,368,013 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
| Cash paid for: | ||||||
| Interest | $ | 107,814 | $ | 216,925 | ||
| Income taxes | $ | 967 | $ | 16,760 | ||
| NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||||||
| Right of use assets obtained in exchange of lease liabilities | $ | 106,700 | $ | - | ||
| Conversion of convertible loans | $ | 2,275,905 | $ | 1,414,384 |
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