讯鸟软件美股招股说明书(2023-08-04版)

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 tocertain accredited investors (collectively, the “Investors”) pursuant to this prospectus supplement and theaccompanying prospectus and a securities purchase agreement, dated as of August 3, 2023 (the “SecuritiesPurchase 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 theaggregate 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 thereforecurrently 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 itssubsidiaries, Infobird HK and Infobird WFOE, and, in the context of describing our operations andconsolidated financial information, also include the variable interest entity, Infobird Beijing, and itssubsidiaries, Infobird Guiyang, Infobird Anhui and Shanghai Qishu; “Infobird HK” refers to InfobirdInternational Limited, a holding company established under the laws of Hong Kong and a wholly-ownedsubsidiary of Infobird Cayman; “Infobird Technologies” refers to Infobird Technologies Limited, a holdingcompany 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 underthe 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 thelaws of the PRC and a 90.18% owned subsidiary of Infobird Beijing; “Infobird Anhui” refers to AnhuiXinlijia 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 ofthe PRC and a 51% owned subsidiary of Infobird Beijing. See “Prospectus Summary—History andDevelopment 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 nomaterial operations of its own, Infobird currently conducts substantially all of its operations through itssubsidiary, and the variable interest entity (“VIE”) and its subsidiaries, established in mainland China. Foraccounting purposes, we control and receive the economic benefits of the VIE and its subsidiaries throughcertain contractual arrangements (the “Contractual Arrangements”), which enables us to consolidate thefinancial 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 ofInfobird Cayman, the offshore holding company in the Cayman Islands instead of securities of the VIE orits 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 adescription of the VIE Agreements, see “Prospectus Summary—Our Corporate Structure and ContractualArrangements 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 anduncertainties of the interpretations and applications of PRC laws and regulations, including but not limitedto, regulatory review of overseas listing of PRC companies through special purpose vehicles and thevalidity and enforcement of the VIE Agreements among our wholly owned PRC subsidiary, the VIE, andthe shareholders of the VIE. We are also subject to the risks and uncertainties about any future actions ofthe PRC government in this regard that could disallow the VIE structure, which would likely result in amaterial change in our operations, and the value of our securities may depreciate significantly or becomeworthless. The VIE Agreements have not been tested in a court of law in China as of the