424B5 1 ea137512-424b5_powerbridge.htm PROSPECTUS Filed Pursuant to Rule 424(b)(5)Registration No. 333-253395 PROSPECTUS 8,800,000 Ordinary Shares Offered by Selling Shareholders POWERBRIDGE TECHNOLOGIES CO., LTD. This prospectus relates to the registration of the resale by selling shareholders set forth herein of up to an aggregate of 8,800,000 ordinary shares, par value $0.00166667 per share (“Ordinary Shares”), of Powerbridge Technologies Co., Ltd., a Cayman Islands company (the “Company,” “we,” “us” or “our”). Each selling shareholder is referred to herein as a “Selling Shareholder” and collectively as the “Selling Shareholders.” Selling Shareholders may offer up to an aggregate of 8,800,000 Ordinary Shares, par value $0.00166667 (“Shares”) currently held by such Selling Shareholders acquired pursuant to certain securities purchase agreement (the “SPA”) dated August 24, 2020, by and among the Company and such Selling Shareholders, where the Company sold the Shares at a per share purchase price of $2.00 to the Selling Shareholders. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The Selling Shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the resale the Shares. The securities may be sold by the Selling Shareholders to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. The Selling Shareholders identified in this prospectus, or their respective transferees, pledgees, donees or other successors-in-interest, may offer the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale, see the section entitled “Plan of Distribution” on page 15. For a list of the Selling Shareholders, see the section entitled “Selling Shareholders” on page 13. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. Our Ordinary Share is currently listed on the Nasdaq Capital Market under the symbol “PBTS.” On February 22, 2021, the last reported sale price of our Ordinary Share on the Nasdaq Capital Market was $4.37 per share. The applicable prospectus supplement will contain information, where applicable, as to other listings, if any, on the Nasdaq Capital Market or other securities exchange of the securities covered by the prospectus supplement. If any underwriters are involved in the sale of the securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment options will be set forth in the applicable prospectus supplement. This prospectus also describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in which the Shares may be offered and sold will be described in a supplement to this prospectus. Investing in our Ordinary Share involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 5 and in the documents which are incorporated by reference herein before you invest in our securities. Neither the Securities and Exchange Commission, Cayman Islands, 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. The date of this prospectus is March 12, 2021. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiOUR COMPANY1ABOUT THE SECONDARY OFFERING4RISK FACTORS5SELLING SHAREHOLDERS13CAPITALIZATION AND INDEBTEDNESS 14USE OF PROCEEDS14PLAN OF DISTRIBUTION15DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY17LEGAL MATTERS17EXPERTS17WHERE YOU CAN FIND MORE INFORMATION17INCORPORATION OF DOCUMENTS BY REFERENCE18 You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You