424B5 1 ea139239-424b5_powerbridge.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)Registration No. 333-253395 PROSPECTUS SUPPLEMENT(To Prospectus dated February 23, 2021) Powerbridge Technologies Co., Ltd. US$4,000,0006% Convertible Note Due 2022Convertible into Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering US$4,000,000 aggregate principal amount (the “Principal”) of our 6% convertible note due 2022 (the “Note”) directly to YA II PN, Ltd. (the “Investor”) (the “Offering”). The Note has a conversion price of the lower of (1) US$3.675 per Ordinary Shares, or (2) 90% of the lowest daily VWAP (the dollar volume-weighted average price for ordinary shares on the Nasdaq Capital Market) during the ten consecutive trading days immediately preceding the conversion date or other date of determination, but not lower than US$1.5 per Ordinary Share or any reset lowest price as applicable (the “Conversion Price”). The Conversion Price is subject to adjustment in the case of a subdivision, combination or re-classification, and future issuance of Ordinary Shares. The Principal and the interest payable under the Note will mature on April 8, 2022 (the “Maturity Date”), unless earlier converted or redeemed by us. At any time before the Maturity Date, the Investor may convert the Note at their option into our Ordinary Shares at the Conversion Price. We have the right, but not the obligation, to redeem (“Optional Redemption”) a portion or all amounts outstanding under the Note prior to the Maturity Date at a cash redemption price equal to the outstanding Principal balance to be redeemed, plus the application redemption premium and plus accrued and unpaid interest, if any; provided that the trading price of the Ordinary Shares is less than US3.675 per Ordinary Shares, and we provide the holder of the Note at least 15 business days’ prior written notice of our desire to exercise an Optional Redemption. The holder shall have the right to elect to convert all or any part of the Note after receiving a redemption notice, in which case the redemption amount shall be reduced by the amount so converted. This prospectus supplement and the accompanying prospectus also cover the sale of Ordinary Shares issuable to the Investor upon the conversion or redemption of the Note. For additional information on the methods of sale that may be used by the Investor, see the section entitled “Plan of Distribution” on page S-15. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “PBTS.” On April 8, 2021, the closing price of the Ordinary Shares on the Nasdaq Capital Market was US$2.94 per Ordinary Shares. There is no established public trading market for the Note, and we do not expect a market to develop. We do not intend to apply for listing of the Note on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Note will be limited. The aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately $118.74 million based on 45,849,826 outstanding Ordinary Shares, of which 40,388,111 Ordinary Shares are held by non-affiliates, and per share price of $2.94, which was the last reported price on the NASDAQ Capital Market of our Ordinary Shares on April 8, 2021. We have offered $149,635 of securities pursuant to General Instruction I.B.5. of Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement and we may sell up to approximately $199 million of securities hereunder. We are an “emerging growth company” as defined under applicable U.S. securities laws and are eligible for reduced public company reporting requirements. Investing in the Note involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page S-6 to read about factors you should consider before buying the Note. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Convertible Note Offering Price $4,000,000 Original Issue Discount $120,000 Placement Agent’s Fees (1) $360,000 Proceeds, before expenses, to us $3,520,000 (1)We will pay each of Placement Agents a fee equal to 4.5% of the aggregate gross proceeds raised in this offering, respectively. For additional information about the compensation paid to the placement agent, see “Plan of Distribution” beginning on page S-15 of this prospectus supplement. A.G.P.LEAF ADVISORY Prospectus Supplement dated April 9, 2021 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6CAPITALIZATIONS-11USE OF PROCEEDSS-