424B5 1 e4903_424b25.htm FORM 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-268993 PROSPECTUS SUPPLEMENT(To Prospectus dated February 1, 2023) Infobird Co., Ltd 44,117,648 Ordinary Shares We are offering 44,117,648 ordinary shares, par value $0.025 per share, at a price of $0.34 per share to certain accredited investors (collectively, the “Investors”) pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement, dated as of August 3, 2023 (the “Securities Purchase Agreement”) with such Investors. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “IFBD.” As of August 2, 2023, the highest closing price of our ordinary shares during the last 60 days was $2.01 per share and the aggregate market value of our total outstanding ordinary shares held by non-affiliates was approximately $186.8 million based on 92,915,527 outstanding ordinary shares held by non-affiliates. We are therefore currently not subject to the limitations under General Instruction I.B.5 of Form F-3. In this prospectus supplement, unless the context indicates otherwise, “we,” “us,” “our,” “our company,” the “Company,” “Infobird,” “Infobird Cayman,” or similar terms refers to Infobird Co., Ltd, and its subsidiaries, Infobird HK and Infobird WFOE, and, in the context of describing our operations and consolidated financial information, also include the variable interest entity, Infobird Beijing, and its subsidiaries, Infobird Guiyang, Infobird Anhui and Shanghai Qishu; “Infobird HK” refers to Infobird International Limited, a holding company established under the laws of Hong Kong and a wholly-owned subsidiary of Infobird Cayman; “Infobird Technologies” refers to Infobird Technologies Limited, a holding company established under the laws of Hong Kong and a wholly-owned subsidiary of Infobird Cayman; “Infobird WFOE” refers to Infobird Digital Technology (Beijing) Co., Ltd., a company established under the laws of the People’s Republic of China (the “PRC”) and a wholly-owned subsidiary of Infobird HK; “Infobird Beijing”, the “variable interest entity” or the “VIE” refers to Beijing Infobird Software Co., Ltd., a company established under the laws of the PRC and a variable interest entity of Infobird WFOE; “Infobird Guiyang” refers to Guiyang Infobird Cloud Computing Co., Ltd, a company established under the laws of the PRC and a 90.18% owned subsidiary of Infobird Beijing; “Infobird Anhui” refers to Anhui Xinlijia E-commerce Co., Ltd (formerly known as Anhui Infobird Software Information Technology Co., Ltd), a company established under the laws of the PRC and a 99.95% owned subsidiary of Infobird Beijing; and “Shanghai Qishu” refers to Shanghai Qishuo Technology Inc., a company established under the laws of the PRC and a 51% owned subsidiary of Infobird Beijing. See “Prospectus Summary—History and Development of the Company” in the accompanying prospectus. Infobird is not an operating company established in the People’s Republic of China (the “PRC” or “China”), but a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its own, Infobird currently conducts substantially all of its operations through its subsidiary, and the variable interest entity (“VIE”) and its subsidiaries, established in mainland China. For accounting purposes, we control and receive the economic benefits of the VIE and its subsidiaries through certain contractual arrangements (the “Contractual Arrangements”), which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP, and the structure involves unique risks to investors. Our securities offered in this offering are securities of Infobird Cayman, the offshore holding company in the Cayman Islands instead of securities of the VIE or its subsidiaries in China. The VIE structure provides contractual exposure to foreign investment in China- based companies where Chinese law prohibits direct foreign investment in the operating companies. For a description of the VIE Agreements, see “Prospectus Summary—Our Corporate Structure and Contractual Arrangements with the VIE” in the accompanying prospectus. As a result of our use of the VIE structure, you may never hold equity interests in the VIE or its subsidiaries. Because we do not hold equity interests in the VIE or its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of PRC companies through sp