424B2 1 ea138194-424b2_powerbridge.htm PROSPECTUS Filed Pursuant to Rule 424(b)(2)Registration Statement No. 333-253395 POWERBRIDGE TECHNOLOGIES CO., LTD. $30,000,000 Ordinary Shares On February 23, 2021, we entered into a certain Sales Agreement, or sales agreement, with A.G.P. / Alliance Global Partners, or A.G.P., relating to our Ordinary Shares offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell Ordinary Shares having an aggregate offering price of up to $30,000,000 from time to time through A.G.P. We are a Cayman Islands exempt company and our affairs are governed by our Fourth Amended and Restated Memorandum and Articles of Association and Companies Law of the Cayman Islands, which we refer to as the Companies Law below. As of the date hereof, our authorized share capital is US$500,000 divided into 300,000,000 ordinary shares with a par value of US$0.00166667 per share. Our Ordinary Shares are currently listed on the Nasdaq Capital Market under the symbol “PBTS.” On February 22, 2021, the last reported sale price of our Ordinary Shares on the Nasdaq Capital Market was $4.37 per share. Sales of our Ordinary Shares, if any, under this prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. If authorized by us in writing, A.G.P. may also sell shares of our Ordinary Shares in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. A.G.P. is not required to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to A.G.P. for sales of Ordinary Shares sold pursuant to the sales agreement will be equal to 3.5% of the gross proceeds of any Ordinary Shares sold under the sales agreement. In connection with the sale of the Ordinary Shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended, or the Exchange Act. Investing in our Ordinary Shares involves risks. See “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. A.G.P. March 22, 2021 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS5USE OF PROCEEDS6MARKET PRICE OF OUR ORDINARY SHARE6DIVIDEND POLICY6PLAN OF DISTRIBUTION7LEGAL MATTERS8EXPERTS8WHERE YOU CAN FIND MORE INFORMATION8INCORPORATION OF DOCUMENTS BY REFERENCE9 i ABOUT THIS PROSPECTUS This prospectus relates to the offering of our Ordinary Shares. Before buying any of the Ordinary Shares that we are offering, we urge you to carefully read this prospectus, together with the accompanying base prospectus and the information incorporated by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus, and any free writing prospectus or prospectus supplement that we have authorized for use in connection with this offering. These documents contain important information that you should consider when making your investment decision. This prospectus describes the terms of this offering of Ordinary Shares and also adds to and updates information contained in the documents incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference into this prospectus that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in one of the