424B5 1 ea169763-424b5_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.Up to an aggregate offering price of US$15,000,000 Ordinary Shares We entered into a Standby Equity Purchase Agreement (“Purchase Agreement”) with TBS CAPITAL LP, a UK limited partnership (the “Investor”), on November 29, 2022. Pursuant to the Purchase Agreement, we shall have the right, but not obligation, to issue and sell to the Investor up to an aggregate offering amount of US$15,000,000 (“Commitment Amount”) of our Ordinary Shares, par value US$0.00166667 per share, offered by this prospectus supplement and the accompanying prospectus from time to time at our request during the commitment period commencing on November 29, 2022 and terminating on the earliest of (i) the first day of the month next following the 36-month anniversary of the date of the Purchase Agreement or (ii) the date on which the Investor shall have made payment of the Advances (as defined below) pursuant to the Purchase Agreement for shares of our Company’s Ordinary Shares equal to the Commitment Amount (the “Commitment Period”). “Advance” is defined in the Purchase Agreement to mean, any issuance and sale of our Ordinary Shares from us to the Investor. Each sale we request under the Purchase Agreement (an “Advance Notice”) may be for a number of Ordinary Shares with an aggregate value of up to US$2,000,000 (the “Maximum Advance Amount”). Each Ordinary Shares would be purchased at 96% of the Market Price (as defined below) and would be subject to certain limitations, including that Investor and its affiliates could not beneficially owned (on an aggregated basis) any Ordinary Shares that (i) would result in it owning more than 4.99% of our Ordinary Shares outstanding on the date of the Agreement including the Commitment Shares (as defined below) (“Ownership Limitation”) and (ii) would exceed the amount registered under the accompanying prospectus then in effect (“Registration Limitation”, together with Ownership Limitation “Advance Limitations”). “Market Price” is defined in the Agreement as the lowest daily VWAP (as defined below) of our Ordinary Shares during each of the three (3) consecutive trading days commencing on the Advance Notice Date (as defined below). “VWAP” is defined in the Agreement to mean, for any trading day, the daily volume weighted average price of our Ordinary Shares for such trading day on the Nasdaq Capital Market during regular trading hours as reported by Bloomberg L.P. “Advance Notice Date” is defined in the Agreement to mean, the date on which Advance Notices shall be deemed delivered to us. This prospectus supplement and the accompanying prospectus also cover the sale of these shares of our Ordinary Shares by the Investor to the public. Though, we have been advised by the Investor, and the Investor represents in the Purchase Agreement, that the Investor is purchasing our Ordinary Shares for its own account, for investment purposes, and without any view towards, or for resale in connection with, the public sale or distribution such shares in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, the Securities and Exchange Commission (the “SEC”) may take the position that Investor may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of shares of our Ordinary Shares by Investor and any discounts, commissions or concessions received by Investor are deemed to be underwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be used by Investor, see the section entitled “Plan of Distribution” on page S-20. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “PBTS.” On December 1, 2022, the closing price of the Ordinary Shares on the Nasdaq Capital Market was US$0.14 per Ordinary Share. We are an “emerging growth company” as defined under applicable U.S. securities laws and are eligible for reduced public company reporting requirements. In this prospectus, “we” “us” “our company” “the Company” and “our” refer to Powerbridge Technologies Co., Ltd. and its subsidiaries, and in the context of describing our consolidated financial information. The Company is not a Chinese operating company but a Cayman Islands holding company with operations conducted by its subsidiaries in China and this structure involves unique risks to investors. Investors are purchasing securities of a Cayman Isl