6-K

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 April 2023

Commission File Number: 001-38851

POWERBRIDGE TECHNOLOGIES CO., LTD.

(Translation of Registrant’s name into English)

Advanced Business Park, 9th Fl, Bldg C2,

29 Lanwan Lane, Hightech District,

Zhuhai, Guangdong 519080, China

(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 ☐

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.

CONTENTS

Notice for Delisting for Failure to Satisfy a Continued Listing Standard

Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) (NASDAQ: PBTS), a provider of multi-industry technology solutions, today announced that it received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on April 26, 2023, which notifies the Company that because as of April 25, 2023, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days as set forth in Listing Rule 5810(c)(3)(A)(iii), the Company’s securities would be suspended from trading on and delisted from The Nasdaq Capital Market, unless the Company timely requested a hearing before a Nasdaq Hearings Panel to appeal Nasdaq’s delisting determination.

As previously disclosed on November 11, 2022, the Company received a letter from the Staff dated November 7, 2022, notifying the Company that it is not in compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq.

On April 28, 2023, the Company timely submitted a request for a hearing before the panel to appeal Nasdaq’s delisting determination. The Company stated in its submission that it believes it would be able to regain compliance upon the completion of the 1-for-30 reverse stock split of the Company’s securities, subject to the Company’s shareholders’ approval on an extraordinary general meeting (the “EGM”) to be convened on May 30, 2023. The EGM’s notice and proxy statement were disclosed on Form 6-K filed with the Securities and Exchange Commission on April 25, 2023.

Exhibits

1

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: April 28, 2023

2

Exhibit 99.1

Powerbridge Technologies Co., Ltd. Requesteda Hearing before the Nasdaq Hearings Panel after Received a Letter of Expected Delisting Determination from Nasdaq Staff

ZHUHAI, China, April 28, 2023 /PRNewswire/ — Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (the “Company” or “PBTS”), a provider of multi-industry technology solutions, today announced that it has requested a hearing before the Nasdaq Hearings Panel as the next step in the process in seeking an extension to satisfy the minimum bid price requirement set forth in Listing Rule 5550(a)(2) (the “Rule”) for continued listing on The Nasdaq Capital Market (“Nasdaq”).

On April 26, 2023, the Company received the expected notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Staff had determined that, as of April 25, 2023, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days as set forth in Listing Rule 5810(c)(3)(A)(iii) (the Low Priced Stocks Rule”). As a result, Staff had determined to delist the Company’s securities from Nasdaq unless the Company requests a hearing no later than 4:00 p.m. Eastern Time on May 3, 2023, the hearings are typically scheduled to occur approximately 30-45 days after the date of the hearings request. The Company submitted the request for a hearing on April 28, 2023. This request will ordinarily stay any further action by the Staff and the Company’s securities are expected to continue to be eligible to trade on Nasdaq at least pending the ultimate conclusion of the hearing process.

The Company stated in its request that it believes it can regain compliance upon the completion of the 1-for-30 reverse stock split of the Company’s securities, subject to the Company’s shareholders’ approval on an extraordinary general meeting (the “EGM”), which will be convened on May 30, 2023. The EGM’s notice and proxy statement were disclosed on Form 6-K filed with the Securities and Exchange Commission (“SEC”) on April 25, 2023.

The Company continues to evaluate various alternative courses of action to regain compliance with the continued listing requirement under the Rule for the Nasdaq Capital Market. However, there can be no assurance that the Company will be able to satisfy the Nasdaq Capital Market’s continued listing requirements, regain compliance with the Rule, the Low Priced Stocks Rule, or maintain compliance with the other Nasdaq continued listing requirements.

About Powerbridge Technologies

Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) is a leading provider of multi-industry technology solutions. The Company offers software and platform applications, IoT platform services and intelligent devices, supply chain platforms and interactive media services, metaverse and digital services, and cryptocurrency asset operations and services.

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may”, “will”, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements; specifically, the Company’s statements regarding listing on the Nasdaq Capital Market and the IPO are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.