As filed with
the Securities and Exchange Commission on February 23, 2021
Registration No. 333- [●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
POWERBRIDGE TECHNOLOGIES CO., LTD.
(Exact name of registrant as specified in
its charter)
| Cayman Islands |
|
7371 |
|
Not Applicable |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
1st Floor, Building D2,
Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080,
China
Tel: +86-756-339-5666
(Address of principal executive offices,
including zip code)
Powerbridge Technologies Co., Ltd. 2018
Amended Share Option Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(Name, address and telephone number of
agent for service)
Copies to:
Louis Taubman, Esq.
Arila Zhou, Esq.
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
800 Third Avenue, Suite 2800
New York, NY 10022
Tel: 516-359-3173
Fax: 212.202.6380
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
| Emerging growth company ☒ |
|
|
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | |
Amount to be registered(1)(2) | | |
Proposed
maximum
offering price per share(3) | | |
Proposed maximum
aggregate offering
price(3) | | |
Amount of
registration fee | |
| Ordinary Shares, par value $$0.00166667 per share | |
| 9,155,464 | | |
$ | 4.075 | | |
$ | 37,308,516 | | |
$ | 4,070.36 | |
| Total: | |
| 9,155,464 | | |
$ | 4.075 | | |
$ | 37,308,516 | | |
$ | 4,070.36 | |
| (1) |
Represents 9,155,464 ordinary shares issuable
under our amended 2018 Share Option Plan, assumed and adopted on April 4, 2019 (the “Effective Date” and the “2018
Plan”), and as further amended by the First Amendment to the 2018 Plan (the “First Amendment”, and collectively
with the 2018 Plan the “Amended 2018 Plan”). The registrant’s shareholders approved the First Amendment to the
2018 Plan at the registrant’s 2020 annual meeting of shareholders held on July 27, 2020. Under the First Amendment, the total
number of ordinary shares in the capital of the registrant issuable upon the exercise of all outstanding options granted under
the Amended 2018 Plan shall not at any time exceed 20% of the total number of outstanding ordinary shares at the time of issuance,
from time to time. As of the date hereof, there are 45,777,318 ordinary shares currently issued and outstanding.
|
| (2) |
This registration statement is registering
the total 9,155,464 ordinary shares approved by our shareholders for issuance under the Amended 2018 Plan, as so amended. Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall
also cover any additional ordinary shares that become issuable under the Amended 2018 Plan by reason of any stock dividend, stock
split, recapitalization, or similar transaction effected without the registrant’s receipt of consideration which would increase
the number of outstanding ordinary shares.
|
| (3) |
Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rules 457(c) and 457(h) of the Securities Act upon the basis of the average of the high and low prices per share of the registrant’s ordinary shares as reported on the NASDAQ Capital Market on 16, 2021. |
EXPLANATORY NOTE
Powerbridge Technologies Co.,
Ltd. (“we,” “us,” “our” or the “Company”) has prepared
this registration statement (this “Registration Statement”) in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the “Securities Act”), to register 9,155,464 ordinary shares of
the Company, par value $0.00166667 per share, issuable under our 2018 Share Option Plan, assumed and adopted on April 4, 2019 (the
“2018 Plan”), and as further amended by the First Amendment to the 2018 Plan approved by our shareholders at
the 2020 annual meeting of shareholders on July 27, 2020 (the “First Amendment”, and collectively with the 2018
Plan, the “Amended 2018 Plan”).
PART I
INFORMATION REQUIRED IN THE 10(A) PROSPECTUS
| Item 2. | Registrant Information and Employee Plan Annual Information.* |
*The documents containing the
information specified in this Part I of Form S-8 (Registration Information and Employee Plan Annual Information, and Plan Information)
will be sent or given to recipients of the grants under the Powerbridge Technologies Co., Ltd. 2018 Amended Plan adopted by the
Board of Directors of the Company and approved by the shareholders of the Company as specified by the Commission pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and
are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part
II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant
will provide a written statement to participants advising them of the availability without charge, upon written or oral request,
of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The
written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents
required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to
be directed.
*The following documents are available
without charge, upon written or oral request, by contacting Mr. Stewart Lor, the co-Chief Executive Officer of the Company, at
the address and telephone number listed below: 1) any of the documents incorporated by reference in Item 3 of Part II of this Registration
Statement (which documents are incorporated by reference in this Section 10(a) Prospectus); and 2) other documents required to
be delivered to eligible employees, pursuant to Rule 428(b):
Powerbridge Technologies Co., Ltd.
1st Floor, Building D2,
Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China
Tel: +86-756-339-5666
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
Powerbridge Technologies Co., Ltd. (the
“Company”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) and, accordingly, files periodic reports and other information with the Commission. Reports and other information
concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission’s
Public Reference Section, Room 1024, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Commission also maintains a Web
site that contains reports, proxy and information statements and other information regarding registrants that file electronically
with the Commission, including the Company. The address for the Commission’s Web site is “http://www.sec.gov”.
The following documents are incorporated by reference in this Registration Statement:
(a) The Company’s Annual Reports
on Form 20-F for the fiscal years ended December 31, 2019 and December 31, 2018 filed with the Commission on June 24,
2020 and April 30, 2019, respectively.
(b) The Company’s Current
Reports on Form 6-K furnished to the Commission on February
23, 2021, February 9, 2021, December 10, 2020, December 3, 2020, November 25, 2020, November 6, 2020, October 6, 2020,
September 30, 2020, September 8, 2020, August 28, 2020, July 28, 2020, and July 2, 2020 respectively; and
(c) The description of the Company’s
Share Capital contained in the registration statement on Form F-1 (File No. 333-229128) initially filed with the Commission
on September 26, 2018, which was later amended and declared effective on March 28, 2019.
Except to the extent such information is
deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and, to the extent specifically designated therein, reports on Form 6-K furnished by the Company to the Commission, in each case,
prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this
Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents.
Any statement contained herein or in a
document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
| Item 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Cayman Islands law does not limit the extent
to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Our Memorandum and Articles permit indemnification of officers and
directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from
dishonesty of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General
Corporation Law for a Delaware corporation.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to our directors, officers
or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange
Commission, or the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
EXHIBIT INDEX
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
(1) That, for the purpose of determining
any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(2) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any
prospectus required by section 10(a)(3) of the Securities Act;
(b) To reflect in the
prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(c) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment
to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F (17 CFR 249.220f)”
at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means
of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
(5) That for purposes of determining any
liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was
declared effective.
(6) For the purpose of determining any
liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the People’s Republic of China, on February 23, 2021.
| |
Powerbridge Technologies Co., Ltd. |
| |
|
|
| Date: February 23, 2021 |
By: |
/s/ Ban Lor |
| |
|
Ban Lor
Co-Chief Executive Officer and Co-Chairman of the Board
(Principal Executive Officer) |
| |
|
|
| Date: February 23, 2021 |
By: |
/s/ Stewart Lor |
| |
|
Stewart Lor
Co-Chief Executive Officer, Chief Financial Officer, President, and Co-Chairman of the Board
(Principal Financial and Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
the undersigned hereby constitute and appoint Ban Lor and Stewart Lor, their true and lawful attorney-in-facts and agent, with
full power of substitution and resubstitution, for them and in their names, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/ Ban Lor |
|
Co-Chief Executive Officer and Co-Chairman of the Board |
|
February 23, 2021 |
| Ban Lor |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Stewart Lor |
|
Co-Chief Executive Officer, Chief Financial Officer, President, and Co-Chairman of the Board |
|
February 23, 2021 |
| Stewart Lor |
|
(Principal Accounting and Financial Officer) |
|
|
| |
|
|
|
|
| /s/ Yuping Ouyang |
|
Independent Director |
|
February 23, 2021 |
| Yuping Ouyang |
|
|
|
|
| |
|
|
|
|
| /s/ Bo Wu |
|
Independent Director |
|
February 23, 2021 |
| Bo Wu |
|
|
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933,
the undersigned, the duly authorized representative in the United States of Powerbridge Technologies Co., Ltd., has signed this
Registration Statement or amendment thereto in on February 23, 2021.
| |
Authorized U.S. Representative |
| |
|
|
| |
By: |
/s/ Donald J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director |
| |
|
Puglisi & Associates |
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