PBTS / Powerbridge Technologies Co., Ltd. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Powerbridge Technologies Co., Ltd.
US ˙ NasdaqCM ˙ KYG720071268
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1754323
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Powerbridge Technologies Co., Ltd.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 8, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (A

August 8, 2025 EX-99.1

SHARE PURCHASE AGREEMENT

Exhibit 99.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”) is made and entered into as of August 1, 2025 (the “Execution Date”) by and among (i) (the “Purchaser”), (ii) (“Sellers”), (iii) Creation Intelligent Co., Limited, a business company incorporated in the Hong Kong (the “Company”). The Purchaser, the Sellers and the Company are sometimes referred to herein individ

July 17, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Add

July 17, 2025 424B5

X3 Holdings Co., Ltd. 60,000,000 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279954 PROSPECTUS SUPPLEMENT (To the Prospectus dated March 21, 2025) X3 Holdings Co., Ltd. 60,000,000 Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement dated July 11, 2025 (the “Securities Purchase Agreement”), we are offering 60,000,000(1) Class A ordinary shares

July 17, 2025 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2025, between X3 Holdings Co., Ltd., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

June 18, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Add

June 4, 2025 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2025, between X3 Holdings Co., Ltd., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

June 4, 2025 424B5

X3 Holdings Co., Ltd. 22,325,600 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-279954 PROSPECTUS SUPPLEMENT (To the Prospectus dated March 21, 2025) X3 Holdings Co., Ltd. 22,325,600 Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement dated May 19, 2025 (the “Securities Purchase Agreement”), we are offering 22,325,600(1) Class A ordinary shares

June 4, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Add

April 30, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Ad

April 30, 2025 EX-99.1

April 30, 2025

Exhibit 99.1 April 30, 2025 VOON EE FONG KAMPUNG JANGKAR 94500 LUNDU SARAWAK MALAYSIA Dear Mr. VOON, We are pleased to offer you a position with the titles of co-chief executive officer and executive director of X3 Holdings Co., Ltd. (the “Company” or “X3 Holdings”), starting on April 30, 2025. We are a global provider of digital solutions and technology services spanning diverse industries. The C

April 25, 2025 EX-12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yuxia Xu, certify that: 1. I have reviewed this annual report on Form 20-F of X3 Holdings Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad

April 25, 2025 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

April 25, 2025 EX-11.2

X3 HOLDINGS CO., LTD. POLICY GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND PREVENTION OF INSIDER TRADING

Exhibit 11.2 X3 HOLDINGS CO., LTD. POLICY GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND PREVENTION OF INSIDER TRADING I. OVERVIEW This Statement of Policy Governing Material, Non-Public Information and the Prevention of Insider Trading (this “Statement”) of the Company consists of three sections: Section I provides an overview; Section II sets forth the Company’s policies prohibiting insider trad

April 25, 2025 EX-12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stewart Lor, certify that: 1. I have reviewed this annual report on Form 20-F of X3 Holdings Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements

April 25, 2025 EX-13.1

Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of X3 Holdings Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Lor, Chief Executive Officer of the Company, certify, pur

April 25, 2025 EX-13.2

Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of X3 Holdings Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuxia Xu, Chief Financial Officer of the Company, certify, pursua

April 25, 2025 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 Onestop Assurance PAC 10 Anson Road #06-05 International Plaza Singapore 079903 Tel: 9644 9531 Email: [email protected] Website: www.onestop-ca.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No, 333-269513, 333-266092, 333-263483 and 333-253408) and Form F-3 (No. 333-279954

April 16, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Ad

April 16, 2025 EX-99.1

X3 Holdings Has Regained Compliance with Nasdaq’s Minimum Bid Price Deficiency

Exhibit 99.1 X3 Holdings Has Regained Compliance with Nasdaq’s Minimum Bid Price Deficiency Singapore, April 16, 2025 /PRNewswire/ — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions and technology services spanning diverse industries, today announced that the Company received a written notification (the “Compliance Notice”) from the Listing Qua

March 19, 2025 CORRESP

Suite 412, Tower A Tai Seng Exchange One Tai Seng Avenue Singapore 536464

Suite 412, Tower A Tai Seng Exchange One Tai Seng Avenue Singapore 536464 March 19, 2025 VIA EDGAR Division of Corporation Finance U.

March 17, 2025 F-3/A

As filed with the Securities and Exchange Commission on March 17, 2025

As filed with the Securities and Exchange Commission on March 17, 2025 Registration No.

March 17, 2025 EX-4.5

X3 HOLDINGS CO., LTD. (the “Issuer”) (the “Trustee”) Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS

Exhibit 4.5 X3 HOLDINGS CO., LTD. (the “Issuer”) AND [TRUSTEE] (the “Trustee”) INDENTURE Dated as of [●], 20[●] Senior Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trust

March 13, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Ad

March 4, 2025 F-3/A

As filed with the Securities and Exchange Commission on March 4, 2025

As filed with the Securities and Exchange Commission on March 4, 2025 Registration No.

March 4, 2025 CORRESP

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 March 4, 2025 V IA EDGAR Ms. Marion Graham Mr. Matthew Derby U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Re: X3 Holdings Co., Ltd. Amendment No. 3 to Registration Statement on Form F-3 Filed February

February 18, 2025 F-3/A

As filed with the Securities and Exchange Commission on February 18, 2025

As filed with the Securities and Exchange Commission on February 18, 2025 Registration No.

February 18, 2025 CORRESP

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 February 18, 2025 V IA EDGAR Ms. Marion Graham Mr. Matthew Derby U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Re: X3 Holdings Co., Ltd. Amendment No. 2 to Registration Statement on Form F-3 Filed Dece

February 18, 2025 EX-FILING FEES

Calculation of Filing Fee Tables Form F-3 (Form Type) X3 HOLDINGS CO., LTD. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) X3 HOLDINGS CO., LTD. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Ord

February 14, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464

February 14, 2025 EX-99.1

X3 Holdings Announces Extraordinary General Meeting Results

Exhibit 99.1 X3 Holdings Announces Extraordinary General Meeting Results Singapore, February 14, 2025 /PRNewswire/ — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions and technology services spanning diverse industries, today announced that all resolutions presented to the shareholders at its extraordinary general meeting which held on February

January 8, 2025 EX-99.1

X3 HOLDINGS CO., LTD. NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY To Be Held On february 10, 2025

Exhibit 99.1 X3 HOLDINGS CO., LTD. NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY To Be Held On february 10, 2025 NOTICE (this “Notice”) IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of X3 Holdings Co. Ltd., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “u

January 8, 2025 EX-99.2

X3 Holdings Co., Ltd. PROXY FOR 2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS February 10, 2025 THE BOARD RECOMMENDS A VOTE FOR THE PROPOSALS AND NOMINEES:

Exhibit 99.2 X3 Holdings Co., Ltd. PROXY FOR 2025 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS February 10, 2025 THE BOARD RECOMMENDS A VOTE FOR THE PROPOSALS AND NOMINEES: I. as an ordinary resolution, to approve that (i) with immediate effect upon passing, every six (6) issued and unissued ordinary shares of the Company of par value of US$8 each be consolidated into one (1) share of par value o

January 8, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (

January 7, 2025 CORRESP

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 January 7, 2025 VIA EDGAR Ms. Melissa Walsh Mr. Stephen Krikorian U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Re: X3 Holdings Co., Ltd. Form 20-F for the Fiscal Year Ended December 31, 2023 Correspon

December 13, 2024 EX-99.1

OMNIBUS AMENDMENT

Exhibit 99.1 OMNIBUS AMENDMENT This Omnibus Amendment (this “Amendment”) is entered into as of December 5th, 2024 by and between X3 Holdings Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”) and YA II PN, LTD., a Cayman Islands exempt limited company (the “YAII”), with reference to (1) that certain Standby Equity Purchase Agreement, dated as of May 16, 2024, by

December 13, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-3

6-K 1 ea0224534-6kx3hold.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Sin

December 13, 2024 CORRESP

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464

X3 Holdings Co., Ltd. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 December 13, 2024 V IA EDGAR Ms. Marion Graham Mr. Matthew Derby U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Re: X3 Holdings Co., Ltd. Registration Statement on Form F-3 Filed June 5, 2024 File No. 3

December 13, 2024 F-3/A

As filed with the Securities and Exchange Commission on December 13, 2024

As filed with the Securities and Exchange Commission on December 13, 2024 Registration No.

November 27, 2024 EX-99.1

X3 HOLDINGS CO., LTD. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS

Exhibit 99.1 X3 HOLDINGS CO., LTD. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as at June 30, 2024 and for the year ended December 31, 2023 F-2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2024 and 20

November 27, 2024 EX-99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our interim unaudited condensed consolidated financial statements and the related notes for the six months ended June 30, 2024 and the audited consolidated financial statemen

November 27, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464

November 8, 2024 EX-99.1

X3 Holdings Announces Annual General Meeting Results

Exhibit 99.1 X3 Holdings Announces Annual General Meeting Results Singapore, November 8, 2024 /PRNewswire/ — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions and technology services spanning diverse industries, today announced that all resolutions presented to the shareholders at its annual general meeting which held on November 4, 2024 (the “A

November 8, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464

October 11, 2024 EX-99.1

X3 Holdings Receives Extension to Regain Compliance with the Nasdaq’s Minimum Bid Price Requirement

Exhibit 99.1 X3 Holdings Receives Extension to Regain Compliance with the Nasdaq’s Minimum Bid Price Requirement Singapore, October 11, 2024 /PRNewswire/ — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions and technology services spanning diverse industries, today announced that it has received an extension of 180 calendar days from the Listing

October 11, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (

October 3, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Address of Principal Executive Office) Indicate

October 3, 2024 EX-99.1

X3 HOLDINGS CO., LTD. NOTICE OF ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY To Be Held On NOVEMBER 4, 2024

Exhibit 99.1 X3 HOLDINGS CO., LTD. NOTICE OF ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY To Be Held On NOVEMBER 4, 2024 NOTICE (this “Notice”) IS HEREBY GIVEN, that you are cordially invited to attend an annual general meeting (the “Annual General Meeting”) of shareholders of X3 Holdings Co., Ltd., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our

October 3, 2024 EX-99.2

X3 Holdings Co., Ltd. PROXY FOR 2024 ANNUAL MEETING OF SHAREHOLDERS November 4, 2024 THE BOARD RECOMMENDS A VOTE FOR THE PROPOSALS AND NOMINEES:

Exhibit 99.2 X3 Holdings Co., Ltd. PROXY FOR 2024 ANNUAL MEETING OF SHAREHOLDERS November 4, 2024 THE BOARD RECOMMENDS A VOTE FOR THE PROPOSALS AND NOMINEES: I. as an ordinary resolution, to ratify the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 and 2024 (the “Auditor Re-appointment

June 14, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form F-3 (Form Type) X3 HOLDINGS CO., LTD. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) X3 HOLDINGS CO., LTD. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form

June 14, 2024 F-3/A

As filed with the Securities and Exchange Commission on June 14, 2024

As filed with the Securities and Exchange Commission on June 14, 2024 Registration No.

June 5, 2024 F-3

As filed with the Securities and Exchange Commission on June 5, 2024

As filed with the Securities and Exchange Commission on June 5, 2024 Registration No.

June 5, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form F-3 (Form Type) X3 HOLDINGS CO., LTD. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) X3 HOLDINGS CO., LTD. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form

May 30, 2024 EX-99.2

X3 HOLDINGS CO., LTD. Convertible Promissory Note

Exhibit 99.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

May 30, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Address of Principal Executive Office) Indicate by c

May 30, 2024 EX-99.1

STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 99.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and X3 HOLDINGS CO., LTD., a company incorporated under the laws of the Cayman Islands (the “Company”). The Investor and the Company may be referred to herein individual

April 30, 2024 EX-13.1

Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of X3 Holdings Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Lor, Chief Executive Officer of the Company, certify, pur

April 30, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

April 30, 2024 EX-4.32

EQUITY TRANSFER AGREEMENT BOXINRUI INTERNATIONAL HOLDING LIMTED (“BOXINRUI”) POWERBRIDGE TECHNOLOGIES CO., LTD. EIGHT INDIVIDUAL SHAREHOLDERS OF BOXINRUI Dated June 24, 2022

Exhibit 4.32 EQUITY TRANSFER AGREEMENT OF BOXINRUI INTERNATIONAL HOLDING LIMTED (“BOXINRUI”) BETWEEN POWERBRIDGE TECHNOLOGIES CO., LTD. AND EIGHT INDIVIDUAL SHAREHOLDERS OF BOXINRUI Dated June 24, 2022 THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is duly executed on June 24, 2022, in Zhuhai, Guangdong Province, the People’s Republic of China, by and between: Party A/Transferors: [●] Detailed i

April 30, 2024 EX-4.30

EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED POWERBRIDGE TECHNOLOGIES HONG KONG CO., LIMITED QIUXIA ZHANG Dated January 6, 2022

Exhibit 4.30 EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED BETWEEN POWERBRIDGE TECHNOLOGIES HONG KONG CO., LIMITED AND QIUXIA ZHANG Dated January 6, 2022 Equity Transfer Agreement (“the Agreement”) was officially signed on January 6, 2022 by the following parties in Zhuhai, Guangdong Province, the People’s Republic of China: Party A/Transferor: Zhang Qiuxia ID number: 370303195409152854 Cont

April 30, 2024 EX-12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yuxia Xu, certify that: 1. I have reviewed this annual report on Form 20-F of X3 Holdings Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

April 30, 2024 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 Onestop Assurance PAC 10 Anson Road #06-15 International Plaza Singapore 079903 Email: [email protected] Website: www.onestop-ca.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos, 333-269513, 333-266092,333-263483 and 333-253408), of our report dated April 30, 2024, relati

April 30, 2024 EX-12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stewart Lor, certify that: 1. I have reviewed this annual report on Form 20-F of X3 Holdings Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light o

April 30, 2024 EX-4.31

EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED POWERBRIDGE HOLDINGS LIMITED TIANO INTERNATIONAL HOLDINGS LIMITED Dated 5 January, 2023

Exhibit 4.31 EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED BETWEEN POWERBRIDGE HOLDINGS LIMITED AND TIANO INTERNATIONAL HOLDINGS LIMITED Dated 5 January, 2023 THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is duly executed in Zhuhai, Guangdong Province, People’s Republic of China, on January 5, 2023, by the following parties: Party A / Transferor: TIANO INTERNATIONAL HOLDINGS LIMITED Legal

April 30, 2024 EX-97.1

X3 Holdings Co., Ltd. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Exhibit 97.1 X3 Holdings Co., Ltd. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of X3 Holdings Co., Ltd. (the “Company”) has adopted

April 30, 2024 EX-13.2

Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of X3 Holdings Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuxia Xu, Chief Financial Officer of the Company, certify, pursua

April 11, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. (Translation of Registrant’s name into English) Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Ad

April 11, 2024 EX-99.1

X3 Holdings Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency

Exhibit 99.1 X3 Holdings Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency Singapore, April 11, 2024 /PRNewswire/ — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”), a global provider of digital solutions and technology services spanning diverse industries, today announced that it has received a notification letter (the “Notification Letter”) from

March 6, 2024 EX-99.1

X3 Holdings Declares Common Stock Dividend to Boost Shareholder Value and Liquidity

Exhibit 99.1 X3 Holdings Declares Common Stock Dividend to Boost Shareholder Value and Liquidity Singapore, March 6, 2024 /BUSINESS WIRE/ - X3 Holdings Co., Ltd. (Nasdaq: XTKG) (“X3 Holdings” or the “Company”), a global provider of digital solutions and technology services spanning diverse industries, is pleased to announce that its Board of Directors has declared a 6% common stock dividend. This

March 6, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-38851 X3 HOLDINGS CO., LTD. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Address of Principal Executive Office) Indicate by

January 29, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. Suite 412, Tower A, Tai Seng Exchange One Tai Seng Avenue Singapore 536464 (Address of Principal Executive Offi

January 29, 2024 EX-99.1

X3 Holdings Unveils Global Headquarters in Singapore and Corporate Rebranding

Exhibit 99.1 X3 Holdings Unveils Global Headquarters in Singapore and Corporate Rebranding Singapore, January 29, 2024 /PRNewswire/ - X3 Holdings Co., Ltd. (Nasdaq: XTKG) (“X3 Holdings” or the “Company”), a global provider of digital solutions and technology services spanning diverse industries, is excited to announce the full operation of its global headquarters in Singapore and its rebranding of

January 25, 2024 424B5

Powerbridge Technologies Co., Ltd. Up to 87,736,462 Class A Ordinary Shares

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 87,736,462 Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 87,736,462 Class A ordinary shares of the Company, par value $0.40 per share, for an aggregate offering pri

January 25, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China (Ad

January 25, 2024 424B5

Powerbridge Technologies Co., Ltd. Up to US$1,500,000 Class A Ordinary Shares

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 US$1,500,000 Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to US$1,500,000 Class A ordinary shares of the Company, par value $0.40 per share, as consideration for the

January 25, 2024 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of November 24, 2023 by and among Powerbridge Technologies Co. Ltd., a Cayman Islands exempted company (the “Company”), and [Name of the Purchaser] (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement u

January 25, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China (Ad

January 9, 2024 EX-99.1

Powerbridge Technologies Co., Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Powerbridge Technologies Co., Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement ZHUHAI, China, January 9, 2024 / BusinessWire/ — Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (the “Company” or “PBTS”), a provider of multi-industry technology solutions, today announced that it has received a formal notice from The Nasdaq Stock Market (the “Nasdaq”) dated January 8,

January 9, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Highte

December 29, 2023 EX-99.1

POWERBRIDGE TECHNOLOGIES CO., LTD. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS

Exhibit 99.1 POWERBRIDGE TECHNOLOGIES CO., LTD. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022 F-2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive (loss) Income for the six months ended June 30, 2023,and 20

December 29, 2023 EX-99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our interim unaudited condensed consolidated financial statements and the related notes for the six months ended June 30, 2023 and the audited consolidated financial statemen

December 29, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

December 21, 2023 EX-99.1

Powerbridge Technologies Co., Ltd. Requested a Hearing before the Nasdaq Hearings Panel after Received a Letter of Expected Delisting Determination from Nasdaq Staff

Exhibit 99.1 Powerbridge Technologies Co., Ltd. Requested a Hearing before the Nasdaq Hearings Panel after Received a Letter of Expected Delisting Determination from Nasdaq Staff ZHUHAI, China, December 21, 2023 /PRNewswire/ — Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (the “Company” or “PBTS”), a provider of multi-industry technology solutions, today announced that it has requested a heari

December 21, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

December 5, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

December 5, 2023 EX-99.1

Powerbridge Technologies Co., Ltd. Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency

Exhibit 99.1 Powerbridge Technologies Co., Ltd. Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency ZHUHAI, China, December 5, 2023 /Business Wire/ — Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (the “Company” or “PBTS”), a provider of multi-industry technology solutions, today announced that it has received a notification letter (the “Notification Letter”)

December 5, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

October 27, 2023 EX-99.1

POWERBRIDGE TECHNOLOGIES CO., LTD. NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY To Be Held On December 1, 2023

Exhibit 99.1 POWERBRIDGE TECHNOLOGIES CO., LTD. NOTICE OF EXTRAORDINARY GENERAL MEETING OF THE COMPANY To Be Held On December 1, 2023 NOTICE (this “Notice”) IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of Powerbridge Technologies Co. Ltd., a Cayman Islands exempted company with limited liability

October 27, 2023 EX-99.2

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Extraordinary General Meeting Proxy Card - Powerbridge Technologies Co., Ltd.

Exhibit 99.2 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET- www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction

October 27, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Highte

October 10, 2023 EX-99.1

Powerbridge Technologies Co., Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Powerbridge Technologies Co., Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement ZHUHAI, China, October 10, 2023 /PRNewswire/ — Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (the “Company”), a provider of multi-industry technology solutions, today announced that it has received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Mark

October 10, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Highte

September 12, 2023 EX-13.1

Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F/A for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Lor, Chief Executive Officer of the Compan

September 12, 2023 EX-12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stewart Lor, certify that: 1. I have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m

September 12, 2023 EX-12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yuxia Xu, certify that: 1. I have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made

September 12, 2023 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

September 12, 2023 EX-13.2

Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F/A for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuxia Xu, Chief Financial Officer of the Company,

September 8, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, High

August 29, 2023 CORRESP

Powerbridge Technologies Co., Ltd.

Powerbridge Technologies Co., Ltd. August 29, 2023 VIA EDGAR Mr. Ryan Rohn Mr. Stephen Krikorian Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Re: Powerbridge Technologies Co., Ltd. Form 20-F for the Fiscal Year ended December 31, 2022 Filed April 28, 2023 File No. 001-38851 Dear Mr. Rohn and Mr.

August 16, 2023 EX-99.1

Powerbridge Technologies Co., Ltd. Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency

Exhibit 99.1 Powerbridge Technologies Co., Ltd. Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency ZHUHAI, China, August 16, 2023 /PRNewswire/ — Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (the “Company” or “PBTS”), a provider of multi-industry technology solutions, today announced that it has received a notification letter (the “Notification Letter”) from

August 16, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightec

August 4, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightec

August 4, 2023 EX-99.1

POWERBRIDGE TECHNOLOGIES CO., LTD. NOTICE OF ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY To Be Held On September 5, 2023

Exhibit 99.1 POWERBRIDGE TECHNOLOGIES CO., LTD. NOTICE OF ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY To Be Held On September 5, 2023 NOTICE (this “Notice”) IS HEREBY GIVEN, that you are cordially invited to attend an annual general meeting (the “Annual General Meeting”) of shareholders of Powerbridge Technologies Co. Ltd., a Cayman Islands exempted company with limited liability (the “Co

August 4, 2023 EX-99.2

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Annual General Meeting Proxy Card - Powerbridge Technologies Co., Ltd.

Exhibit 99.2 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET- www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction

July 7, 2023 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

July 7, 2023 EX-13.2

Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F/A for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuxia Xu, Chief Financial Officer of the Company,

July 7, 2023 EX-12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stewart Lor, certify that: 1. I have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m

July 7, 2023 EX-13.1

Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F/A for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Lor, Chief Executive Officer of the Compan

July 7, 2023 EX-12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yuxia Xu, certify that: 1. I have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made

June 30, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2 29 Lanwan Lane, Hightech D

May 31, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech D

April 28, 2023 EX-10.30

EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED POWERBRIDGE TECHNOLOGIES HONG KONG CO., LIMITED QIUXIA ZHANG Dated January 6, 2022

Exhibit 10.30 EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED BETWEEN POWERBRIDGE TECHNOLOGIES HONG KONG CO., LIMITED AND QIUXIA ZHANG Dated January 6, 2022 Equity Transfer Agreement (“the Agreement”) was officially signed on January 6, 2022 by the following parties in Zhuhai, Guangdong Province, the People’s Republic of China: Party A/Transferor: Zhang Qiuxia ID number: 370303195409152854 Con

April 28, 2023 EX-13.2

Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuxia Xu, Chief Financial Officer of the Company, ce

April 28, 2023 EX-13.1

Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Lor, Chief Executive Officer of the Company,

April 28, 2023 EX-10.32

EQUITY TRANSFER AGREEMENT BOXINRUI INTERNATIONAL HOLDING LIMTED (“BOXINRUI”) POWERBRIDGE TECHNOLOGIES CO., LTD. EIGHT INDIVIDUAL SHAREHOLDERS OF BOXINRUI Dated June 24, 2022

Exhibit 10.32 EQUITY TRANSFER AGREEMENT OF BOXINRUI INTERNATIONAL HOLDING LIMTED (“BOXINRUI”) BETWEEN POWERBRIDGE TECHNOLOGIES CO., LTD. AND EIGHT INDIVIDUAL SHAREHOLDERS OF BOXINRUI Dated June 24, 2022 THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is duly executed on June 24, 2022, in Zhuhai, Guangdong Province, the People’s Republic of China, by and between: Party A/Transferors: [●] Detailed

April 28, 2023 EX-21.1

Powerbridge Technologies Co., Ltd. Subsidiaries of the Registrant

Exhibit 21.1 Powerbridge Technologies Co., Ltd. Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Powerbridge Holdings Limited Hong Kong DTI Group Limited Hong Kong Hong Kong Anxin Jieda Co., Ltd. Hong Kong Hongding Technology Co., Limited Hong Kong SmartConn Co., Limited Hong Kong Hongxi Data Technology Co., Ltd. Macau Powercrypto USA Inc. United Stat

April 28, 2023 EX-99.1

Powerbridge Technologies Co., Ltd. Requested a Hearing before the Nasdaq Hearings Panel after Received a Letter of Expected Delisting Determination from Nasdaq Staff

Exhibit 99.1 Powerbridge Technologies Co., Ltd. Requested a Hearing before the Nasdaq Hearings Panel after Received a Letter of Expected Delisting Determination from Nasdaq Staff ZHUHAI, China, April 28, 2023 /PRNewswire/ — Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (the “Company” or “PBTS”), a provider of multi-industry technology solutions, today announced that it has requested a hearing

April 28, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech

April 28, 2023 EX-10.31

EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED POWERBRIDGE HOLDINGS LIMITED TIANO INTERNATIONAL HOLDINGS LIMITED Dated 5 January, 2023

Exhibit 10.31 EQUITY TRANSFER AGREEMENT OF SMARTCONN CO., LIMITED BETWEEN POWERBRIDGE HOLDINGS LIMITED AND TIANO INTERNATIONAL HOLDINGS LIMITED Dated 5 January, 2023   THIS EQUITY TRANSFER AGREEMENT (the “Agreement”) is duly executed in Zhuhai, Guangdong Province, People’s Republic of China, on January 5, 2023, by the following parties: Party A / Transferor: TIANO INTERNATIONAL HOLDINGS LIMITED Le

April 28, 2023 EX-15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-266092, 333-263483 and 333-253408) and Form F-3 (No. 333-253395) of Powerbridge Technologies Co., Ltd. (the “Company”) of our report dated April 28, 2023, with respect to the consolidated balance sheets as of December 31, 2022 and 2

April 28, 2023 EX-12.2

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yuxia Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

April 28, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

April 28, 2023 EX-12.1

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stewart Lor, certify that: 1. I have reviewed this annual report on Form 20-F of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad

April 25, 2023 EX-99.1

POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China (Address of Principal Executive Office) NOTICE OF EXTRAORDI

Exhibit 99.1 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China (Address of Principal Executive Office) NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS To Be Held On May 30, 2023 NOTICE (this “Notice”) IS HEREBY GIVEN, that you are cordially invited to atte

April 25, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech

April 25, 2023 EX-99.2

Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Extraordinary General Meeting Proxy Card - Powerbridge Technologies Co., Ltd.

Exhibit 99.2 * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET- www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction

March 31, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech

March 22, 2023 SC 13D/A

PBTS / Powerbridge Technologies Co Ltd / Lor Stewart Shiang - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

Securities and Exchange Commission, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary Shares, $ 0.00166667 par value per share (Title of Class of Securities) G72007100 (CUSIP Number) Stewart Lor Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 5190

March 21, 2023 EX-99.1

Powerbridge Technologies Further Acquires Majority Stake in DTI

Exhibit 99.1 Powerbridge Technologies Further Acquires Majority Stake in DTI ZHUHAI, China, March 21, 2023 - Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (“Powerbridge” or the “Company”), a provider of multi-industry technology solutions, announced that it has further acquired 32% of the equity interest (the “Acquired Shares”) in DTI GROUP LIMITED (“DTI”) for a consideration of approximately

March 21, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-3885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech

February 1, 2023 EX-10.1

The Amended 2018 Share Option Plan of Powerbridge Technologies Co., Ltd.

Exhibit 10.1 POWERBRIDGE TECHNOLOGIES CO., LTD. Amended 2018 Stock Option Plan 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The following definitions shall apply as used herein and in the individ

February 1, 2023 EX-FILING FEES

Calculation of Filing Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) POWERBRIDGE TECHNOLOGIES CO.

February 1, 2023 EX-4.1

Specimen Share Certificate

Exhibit 4.1

February 1, 2023 S-8

As filed with the Securities and Exchange Commission on February 1, 2023

As filed with the Securities and Exchange Commission on February 1, 2023 Registration No.

January 18, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File Number: 001-38

6-K 1 ea171811-6kpowerbridge.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into Englis

December 30, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

December 30, 2022 SC 13G/A

KYG720071003 / POWERBRIDGE TECHNOLOGIES CO / White Lion Capital LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Act of 1934 Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary shares, par value US$0.00166667 per share (Title of Class of Securities) G72007100 (CUSIP Number) December 30, 2022 (Date of event which requires filing of this statement) Check the appropriat

December 30, 2022 SC 13D/A

KYG720071003 / POWERBRIDGE TECHNOLOGIES CO / Lor Stewart Shiang - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

Securities and Exchange Commission, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary Shares, $ 0.00166667 par value per share (Title of Class of Securities) G72007100 (CUSIP Number) Stewart Lor Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 5190

December 23, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

December 23, 2022 EX-99.1

PRICING SUPPLEMENT OF THE ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 99.1 PRICING SUPPLEMENT OF THE ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT Terms used herein shall be deemed to be defined as such for the purpose of the terms and conditions of the standby equity purchase agreement, which set forth as the exhibit (Exhibit No. 99.1) in Form 6-K filed with Securities and Exchange Commission on September 13, 2022. This document constitutes the pricin

December 9, 2022 EX-99.2

PRICING SUPPLEMENT OF THE FOURTH ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 99.2 PRICING SUPPLEMENT OF THE FOURTH ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT Terms used herein shall be deemed to be defined as such for the purpose of the terms and conditions of the standby equity purchase agreement, which set forth as the exhibit (Exhibit No. 99.1) in Form 6-K filed with Securities and Exchange Commission on September 13, 2022. This document constitutes the

December 9, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

December 9, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

December 9, 2022 EX-99.1

PRICING SUPPLEMENT OF THE THIRD ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 99.1 PRICING SUPPLEMENT OF THE THIRD ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT Terms used herein shall be deemed to be defined as such for the purpose of the terms and conditions of the standby equity purchase agreement, which set forth as the exhibit (Exhibit No. 99.1) in Form 6-K filed with Securities and Exchange Commission on September 13, 2022. This document constitutes the

December 7, 2022 424B5

Powerbridge Technologies Co., Ltd. Up to an aggregate offering price of US$15,000,000 Ordinary Shares

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 th

November 30, 2022 20-F/A

Form 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

November 30, 2022 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yuxia Xu, certify that: 1. I have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made

November 30, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

November 30, 2022 EX-13.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F/A for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stewart Lor, Chief Executive Officer of the Compan

November 30, 2022 EX-13.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F/A for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuxia Xu, Chief Financial Officer of the Company,

November 30, 2022 EX-12.1

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stewart Lor, certify that: 1. I have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m

November 30, 2022 EX-99.1

POWERBRIDGE TECHNOLOGIES CO., LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021

Exhibit 99.1 POWERBRIDGE TECHNOLOGIES CO., LTD. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021 ZHUHAI, China – November 30, 2022 - Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) (NASDAQ: PBTS), a provider of multi-industry technology solutions, today made an announcement of its unaudited condensed consolidated s

November 25, 2022 SC 13D/A

KYG720071003 / POWERBRIDGE TECHNOLOGIES CO / Zhang Qiuxia - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary shares, par value US$0.00166667 per share (Title of Class of Securities) G72007100 (CUSIP Number) Qiuxia Zhang Room 202, Unit 4, Building 10, Xishan First Street , Nanding Town, Zhangdian District, Zibo, Sh

November 4, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant’s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

November 4, 2022 EX-99.3

POWERBRIDGE TECHNOLOGIES CO., LTD. (a Cayman Islands exempted company with limited liability) (NASDAQ: PBTS) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Exhibit 99.3 POWERBRIDGE TECHNOLOGIES CO., LTD. (a Cayman Islands exempted company with limited liability) (NASDAQ: PBTS) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Powerbridge Technologies Co., Ltd. (the “Company”) will be held on December 5, 2022, at 3:00 a.m., EST, at Advanced Business Park, 9th Fl,

November 4, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hight

November 4, 2022 EX-99.4

POWERBRIDGE TECHNOLOGIES CO., LTD. Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held at 3:00 a.m. on December 5, 2022 (EST) (Record Date – O

Exhibit 99.4 POWERBRIDGE TECHNOLOGIES CO., LTD. Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held at 3:00 a.m. on December 5, 2022 (EST) (Record Date – October 24, 2022) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Stewart Lor, as proxy of the

November 4, 2022 EX-99.2

RESIGNATION AND APPOINTMENT OF DIRECTORS

Exhibit 99.2 RESIGNATION AND APPOINTMENT OF DIRECTORS On November 4, 2022, the board of directors (the “Board”) of Powerbridge Technologies Co., Ltd. (the “Company”), a company incorporated in the Cayman Islands, announced the following changes in directors of the Company and members of the board committees of the Company, each of which took effect on October 28, 2022: (a) the resignation of Mr. R

November 4, 2022 EX-99.1

Powerbridge Technologies Reports Financial Results and Business Update for the six months ended June 30, 2022

Exhibit 99.1 Powerbridge Technologies Reports Financial Results and Business Update for the six months ended June 30, 2022 ZHUHAI, China – November 4, 2022 - PR Newswire - Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) (NASDAQ: PBTS), a provider of multi-industry technology solutions,, today announced its unaudited financial results for the six months ended June 30, 2022. Over

October 31, 2022 SC 13G

KYG720071003 / POWERBRIDGE TECHNOLOGIES CO / White Lion Capital LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Act of 1934 Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary shares, par value US$0.00166667 per share (Title of Class of Securities) G72007100 (CUSIP Number) October 24, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the

October 14, 2022 EX-99.2

PRICING SUPPLEMENT OF THE SECOND ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 99.2 PRICING SUPPLEMENT OF THE SECOND ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT Terms used herein shall be deemed to be defined as such for the purpose of the terms and conditions of the standby equity purchase agreement, which set forth as the exhibit (Exhibit No. 99.1) in Form 6-K filed with Securities and Exchange Commission on September 13, 2022. This document constitutes the

October 14, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant?s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Highte

October 14, 2022 EX-99.1

PRICING SUPPLEMENT OF THE FIRST ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 99.1 PRICING SUPPLEMENT OF THE FIRST ADVANCE UNDER THE STANDBY EQUITY PURCHASE AGREEMENT Terms used herein shall be deemed to be defined as such for the purpose of the terms and conditions of the standby equity purchase agreement, which set forth as the exhibit (Exhibit No. 99.1) in Form 6-K filed with Securities and Exchange Commission on September 13, 2022. This document constitutes the

September 13, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant?s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, High

September 13, 2022 424B5

Powerbridge Technologies Co., Ltd. Up to an aggregate offering price of US$30,000,000 Shares Ordinary Shares

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$30,000,000 Shares Ordinary Shares We entered into a Standby Equity Purchase Agreement (?Purchase Agreement?) with YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), on Septemb

September 13, 2022 EX-99.1

STANDBY EQUITY PURCHASE AGREEMENT

Exhibit 99.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this ?Agreement?) dated as of September 9, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and POWERBRIDGE TECHNOLOGIES CO., LTD., a company incorporated under the laws of the Cayman Islands (the ?Company?). WHEREAS, the parties desire that, upon the term

September 9, 2022 424B5

Powerbridge Technologies Co., Ltd. Up to an aggregate offering price of US$15,000,000 Ordinary Shares

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 On September 1, 2022, we entered into an Ordinary Share Purchase Agreement (the ?Purchase Agreement?), with White Lion Capital LLC, a Nevada limited liability company (the ?In

September 9, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant?s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, High

September 9, 2022 EX-99.1

ORDINARY SHARE PURCHASE AGREEMENT

Exhibit 99.1 ORDINARY SHARE PURCHASE AGREEMENT This Ordinary Share Purchase Agreement is entered into effective as September 1, 2022 (this ?Agreement?), by and between Powerbridge Technologies Co. LTD., a Cayman Islands corporation (the ?Company?), and White Lion Capital LLC, a Nevada limited liability company (the ?Investor?). WHEREAS, the parties desire that, upon the terms and subject to the co

September 2, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant?s name into English) Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, High

September 2, 2022 EX-10.2

Form of Convertible Promissory Note

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE Effective Date: September 1, 2022 U.S. $8,640,000.00 FOR VALUE RECEIVED, POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted holding company (?Borrower?), promises to pay to STREETERVILLE CAPITAL, LLC, a Utah limited liability company, or its successors or assigns (?Lender?), $8,640,000.00 and any interest, fees, charges, and late fees accrued her

September 2, 2022 424B5

Powerbridge Technologies Co., Ltd. Up to US$8,640,000 Ordinary Shares Issuable upon the conversion of 6% Convertible Note Due 2023

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 US$8,640,000 Ordinary Shares Issuable upon the conversion of 6% Convertible Note Due 2023 Pursuant to this prospectus supplement and the accompanying prospectus, we are offering, from time to time, the Ordinary Shares of the Company, pa

September 2, 2022 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 Securities Purchase Agreement THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of September 1, 2022 (the ?Effective Date?), is entered into by and between POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted holding company (?Company?), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and I

August 26, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant?s name into English) 9th Floor, Building C2, Advanced Business Park, 29 Lanwan Lane H

August 9, 2022 RW

August 9, 2022

August 9, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.

August 1, 2022 EX-99.1

Powerbridge Technologies Co., Ltd. Regains Compliance with Nasdaq’s Minimum Bid Price Rule

Exhibit 99.1 Powerbridge Technologies Co., Ltd. Regains Compliance with Nasdaq’s Minimum Bid Price Rule ZHUHAI, China, August 1, 2022 /PRNewswire/ - Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) (“Powerbridge” or the “Company”), a provider of multi-industry technology solutions, announced that it has regained compliance with the minimum bid price requirement under the continued listing require

August 1, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant?s name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuh

July 29, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuhai

July 29, 2022 EX-99.1

RESIGNATION OF CO-CHIEF EXECUTIVE OFFICE AND CO-CHAIRMAN OF THE BOARD

Exhibit 99.1 RESIGNATION OF CO-CHIEF EXECUTIVE OFFICE AND CO-CHAIRMAN OF THE BOARD On July 29, 2022, the board of directors (the ?Board?) of Powerbridge Technologies Co., Ltd. (the ?Company?), a company incorporated in the Cayman Islands, announced that Mr. Ban Lor (?Mr. Lor?) has resigned from his position as the Co-Chief Executive Officer and Co-Chairman of the Board, effective from July 30, 202

July 11, 2022 EX-FILING FEES

Calculation of Filing Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) POWERBRIDGE TECHNOLOGIES CO.

July 11, 2022 S-8

As filed with the Securities and Exchange Commission on July 11, 2022

S-8 1 ea162614-s8powerbridge.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 11, 2022 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 A

July 11, 2022 EX-10.1

The Amended 2018 Share Option Plan of Powerbridge Technologies Co., Ltd.

Exhibit 10.1 POWERBRIDGE TECHNOLOGIES CO., LTD. Amended 2018 Stock Option Plan 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company?s business. 2. Definitions. The following definitions shall apply as used herein and in the individ

June 28, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuhai

May 12, 2022 EX-12.1

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ban Lor, certify that: 1. I have reviewed this annual report on Form 20-F of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, i

May 12, 2022 EX-10.37

Unofficial English Translation of the Second Supplemental Agreement to the Leasing Agreement dated May 12, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.37 Second Supplemental Agreement for Advertising Space Leasing Agreement (?Second Supplemental Agreement?) Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(?Kezhi?) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (?Honghao?) Number of Business License: 91440300MA5GANXX8H All terms in this agreement, unless otherwise sta

May 12, 2022 EX-13.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ban Lor, Co-Chief Executive Officer of the Company,

May 12, 2022 20-F

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

May 12, 2022 EX-21.1

List of Subsidiaries of the Registrant

Exhibit 21.1 Powerbridge Technologies Co., Ltd. Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Powerbridge Technologies Hong Kong Co., Limited Hong Kong Hongding Technology Co., Limited Hong Kong POWERCRYPTO HOLDINGS PTE, LTD. Singapore Zhuhai Powerbridge Technologies Co., Ltd People?s Republic of China Powerstream Supply Chain Co., Ltd. People?s Re

May 12, 2022 EX-10.35

Unofficial English Translation of the Supplemental Agreement to the Leasing Agreement dated March 30, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.35 Second Supplemental Agreement for Advertising Space Leasing Agreement (?Second Supplemental Agreement?) Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(?Kezhi?) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (?Honghao?) Number of Business License: 91440300MA5GANXX8H All terms in this agreement, unless otherwise sta

May 12, 2022 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yuxia Xu, certify that: 1. I have reviewed this annual report on Form 20-F of Powerbridge Technologies Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

May 12, 2022 EX-15.1

Consent of Audit Onestop Assurance PAC

EX-15.1 11 f20f2021ex15-1powerbridge.htm CONSENT OF AUDIT ONESTOP ASSURANCE PAC Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 12, 2022, relating to the consolidated balance sheets of Powerbridge Technologies Co., Ltd. as of December 31, 2021 and 2020 and the related consolidated statements of operat

May 12, 2022 EX-13.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Powerbridge Technologies Co., Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yuxia Xu, Chief Financial Officer of the Company, ce

May 12, 2022 EX-10.38

Unofficial English Translation of the Third Supplemental Agreement to the Leasing Agreement dated May 16, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.38 THE THIRD SUPPLEMENTAL AGREEMENT TO ADVERTISING SPACE LEASE CONTRACT Party A (The Lessor): Shenzhen Kezhi Technology Co., Ltd. Business license number: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Hulian Technology Co., Ltd. Business license number: 91440300MA5GANXX8H All terms used in this Agreement, unless otherwise stated, have the same definitions as those in the Adverti

May 12, 2022 EX-10.36

Unofficial English Translation of the Void Confirmation for the Supplemental Agreement by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

EX-10.36 4 f20f2021ex10-36powerbridge.htm UNOFFICIAL ENGLISH TRANSLATION OF THE VOID CONFIRMATION FOR THE SUPPLEMENTALAGREEMENT BY AND BETWEEN SHENZHEN HONGHAO INTERNET TECHNOLOGY CO. LTD. AND SHENZHEN KEZHI TECHNOLOGY CO., LTD. Exhibit 10.36 Void Confirmation of Second Supplemental Agreement for Advertising Space Leasing Agreement Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(“Kezhi”) Num

April 29, 2022 EX-99.1

AGREEMENT OF JOINT FILING

Exhibit 99.1 AGREEMENT OF JOINT FILING The parties listed below agree that the Amendment No. 2 of the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number o

April 29, 2022 SC 13D/A

KYG720071003 / POWERBRIDGE TECHNOLOGIES CO / Lor Stewart Shiang - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea159045-13da2hogstrpower.htm AMENDMENT NO. 2 TO SCHEDULE 13D Securities and Exchange Commission, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary Shares, $ 0.00166667 par value per share (Title of Class of Securities) G72007100 (CUSIP Number) Stewart Lor 1st Floor, Building D2, S

April 29, 2022 EX-99.1

AGREEMENT OF JOINT FILING

Exhibit 99.1 AGREEMENT OF JOINT FILING The parties listed below agree that the Amendment No. 1 of Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of co

April 29, 2022 SC 13D/A

KYG720071003 / POWERBRIDGE TECHNOLOGIES CO / Zhang Qiuxia - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary shares, par value US$0.00166667 per share (Title of Class of Securities) G72007100 (CUSIP Number) Qiuxia Zhang Room 202, Unit 4, Building 10, Xishan First Street , Nanding Town, Zhangdian District, Zibo, Sh

April 29, 2022 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Pe

March 18, 2022 SC 13D

KYG720071003 / POWERBRIDGE TECHNOLOGIES CO / Zhang Qiuxia - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) Under the Securities Exchange Act of 1934 Powerbridge Technologies Co., Ltd. (Name of Issuer) Ordinary shares, par value US$0.00166667 per share (Title of Class of Securities) G72007100 (CUSIP Number)

March 11, 2022 EX-FILING FEES

Calculation of Filing Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) POWERBRIDGE TECHNOLOGIES CO.

March 11, 2022 S-8

As filed with the Securities and Exchange Commission on March 11, 2022

As filed with the Securities and Exchange Commission on March 11, 2022 Registration No.

January 18, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhu

December 30, 2021 EX-99.3

Notice to Shareholders in Connection with Not Holding the 2021 Annual General Meeting

Exhibit 99.3 Notice to Shareholders in Connection with Not Holding the 2021 Annual General Meeting Powerbridge Technologies Co., Ltd. (?Powerbridge? or the ?Company?) (NASDAQ: PBTS), a global trade software applications and technology services provider, today announced that the Company opts not to hold an annual shareholder meeting for the fiscal year 2021, in reliance on its home country practice

December 30, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zh

December 30, 2021 EX-99.1

Powerbridge Technologies Reports Financial Results and Business Update for the six months ended June 30, 2021

Exhibit 99.1 Powerbridge Technologies Reports Financial Results and Business Update for the six months ended June 30, 2021 ZHUHAI, China ? December 30, 2021 - Accesswire - Powerbridge Technologies Co., Ltd. (?Powerbridge? or the ?Company?) (NASDAQ: PBTS), a global trade software applications and technology services provider, today announced its unaudited financial results for the six months ended

December 30, 2021 EX-99.2

THE DEPARTURE AND APPOINTMENT OF DIRECTORS

EX-99.2 3 ea151866ex99-2powerbridge.htm RESIGNATION AND APPOINTMENT OF DIRECTORS Exhibit 99.2 THE DEPARTURE AND APPOINTMENT OF DIRECTORS On December 30, 2021, the board of directors (the “Board”) of Powerbridge Technologies Co., Ltd. (the “Company”), a company incorporated in the Cayman Islands, announced that Mr. Wu has resigned from his position as a Director of the Company, effective from Decem

September 30, 2021 EX-4.1

Form of Convertible Notes

Exhibit 4.1 POWERBRIDGE TECHNOLOGIES CO., LTD. Convertible Note Principal Amount: $2,000,000 Note Issuance Date: August 6, 2021 Note Number: PBTS-2 FOR VALUE RECEIVED, POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the ?Company?), hereby promises to pay to the order of YA II PN, Ltd., or its registered assigns (the ?Holder?), the amount set out above as the Principal Amount

September 30, 2021 EX-4.2

Form of Warrants

EX-4.2 3 ea147835ex4-2powerbridge.htm FORM OF WARRANTS Exhibit 4.2 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE

September 30, 2021 EX-4.3

Closing Statement

EX-4.3 4 ea147835ex4-3powerbridge.htm CLOSING STATEMENT Exhibit 4.3 August 6, 2021 Securities Purchase Agreement (the “Purchase Agreement”) dated as of April 9, 2021 entered into by and between Powerbridge Technologies Co., Ltd. (the “Company”), and YA II PN, Ltd. (the “Buyer”). Reference is made to the Purchase Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascr

September 30, 2021 F-1

As filed with the Securities and Exchange Commission on , 2021.

As filed with the Securities and Exchange Commission on , 2021. Registration No. 333 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Powerbridge Technologies Co., Ltd. Cayman Islands 7371 Not applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification

September 30, 2021 EX-4.4

Registration rights agreement

Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 6, 2021, by and between POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?). WHEREAS: A. In connection with the Securities Purchase Agreement (the ?Securities Purchase

September 23, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Z

August 13, 2021 EX-10.1

Closing Statement

Exhibit 10.1 August 6, 2021 Securities Purchase Agreement (the ?Purchase Agreement?) dated as of April 9, 2021 entered into by and between Powerbridge Technologies Co., Ltd. (the ?Company?), and YA II PN, Ltd. (the ?Buyer?). Reference is made to the Purchase Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. This Closing St

August 13, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-388

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuh

August 13, 2021 EX-10.2

Registration Rights Agreement

EX-10.2 3 ea145582ex10-2powerbridge.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 6, 2021, by and between POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”). WHEREAS: A. In conne

July 13, 2021 EX-10.39

Unofficial English Translation of the Void Confirmation for the Supplemental Agreement by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.39 Void Confirmation of Second Supplemental Agreement for Advertising Space Leasing Agreement Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(“Kezhi”) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (“Honghao”) Number of Business License: 91440300MA5GANXX8H Regarding the Second Supplemental Agreement for Advertising Sp

July 13, 2021 EX-10.40

Unofficial English Translation of the Second Supplemental Agreement to the Leasing Agreement dated May 12, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.40 Second Supplemental Agreement for Advertising Space Leasing Agreement (?Second Supplemental Agreement?) Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(?Kezhi?) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (?Honghao?) Number of Business License: 91440300MA5GANXX8H All terms in this agreement, unless otherwise sta

July 13, 2021 20-F

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

July 13, 2021 EX-15.1

Consent of Audit Onestop Assurance PAC

Exhibit 15.1 Onestop Assurance PAC 10 Anson Road #13-09 International Plaza Singapore 079903 Tel: 9644 9531 Email:[email protected] Website: www.onestop-ca.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the following Registration Statements: 1. Registration Statement (Form F-3 No. 333-253395) pertaining to offering, issuance a

July 13, 2021 EX-21.1

List of Subsidiaries of the Registrant

Exhibit 21.1 Powerbridge Technologies Co., Ltd. Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Powerbridge Technologies Co., Limited Hong Kong Zhuhai Powerbridge Technologies Co., Ltd People?s Republic of China Ningbo Powerbridge Pet Products Cross- border E-Commerce Servise Co., Ltd. People?s Republic of China Shenzhen Honghao Internet Technology C

July 13, 2021 EX-13.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certifications Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Powerbridge Technologies Co., Ltd (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F for the ye

July 13, 2021 EX-16.1

Letter From BF Borgers CPA PC regarding Item 16F (change in Certifying Accountant), dated May 17, 2021

Exhibit 16.1 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax: 303.945.7991 May 17, 2021 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street NE Washington, D.C. 20549 Re: Powerbridge Technologies Co., Ltd. Ladies and Gentlemen: We have read the statements in the Form 20-F dated May 17, 2021, of Powerbridge Technologies Co., Ltd. (the ?Company?) to be

July 13, 2021 EX-12.1

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification by the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ban Lor, certify that: 1. I have reviewed this annual report on Form 20-F of Powerbridge Technologies Co., Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a materia

July 13, 2021 EX-10.1

2018 Stock Option Plan

EX-10.1 2 f20f2020ex10-1powerbridge.htm 2018 STOCK OPTION PLAN Exhibit 10.1 POWERBRIDGE TECHNOLOGIES CO., LTD. Amended 2018 Stock Option Plan 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 2. Definitions. The foll

July 13, 2021 EX-12.2

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification by the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Stewart Lor, certify that: 1. I have reviewed this annual report on Form 20-F of Powerbridge Technologies Co., Ltd; 2. Based on my knowledge, this report does not contain any untrue statement of a mat

July 13, 2021 EX-10.38

Unofficial English Translation of the Supplemental Agreement to the Leasing Agreement dated March 30, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.38 Second Supplemental Agreement for Advertising Space Leasing Agreement (?Second Supplemental Agreement?) Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(?Kezhi?) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (?Honghao?) Number of Business License: 91440300MA5GANXX8H All terms in this agreement, unless otherwise sta

July 13, 2021 EX-10.41

Unofficial English Translation of the Third Supplemental Agreement to the Leasing Agreement dated May 16, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

EX-10.41 6 f20f2020ex10-41powerbridge.htm UNOFFICIAL ENGLISH TRANSLATION OF THE THIRD SUPPLEMENTAL AGREEMENT TO THE LEASING AGREEMENT DATED MAY 16, 2021 BY AND BETWEEN SHENZHEN HONGHAO INTERNET TECHNOLOGY CO. LTD. AND SHENZHEN KEZHI TECHNOLOGY CO., LTD Exhibit 10.41 the third Supplemental agreement TO advertising space lease contract Party A (The Lessor): Shenzhen Kezhi Technology Co., Ltd. Busine

May 26, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuhai,

May 19, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuhai,

May 18, 2021 EX-10.2

Unofficial English Translation of the Void Confirmation for the Supplemental Agreement by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.2 Void Confirmation of Second Supplemental Agreement for Advertising Space Leasing Agreement Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(?Kezhi?) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (?Honghao?) Number of Business License: 91440300MA5GANXX8H Regarding the Second Supplemental Agreement for Advertising Spa

May 18, 2021 EX-10.4

Unofficial English Translation of the Third Supplemental Agreement to the Leasing Agreement dated May 16, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.4 the third Supplemental agreement TO advertising space lease contract Party A (The Lessor): Shenzhen Kezhi Technology Co., Ltd. Business license number: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Hulian Technology Co., Ltd. Business license number: 91440300MA5GANXX8H All terms used in this Agreement, unless otherwise stated, have the same definitions as those in the Advertis

May 18, 2021 EX-10.1

Unofficial English Translation of the Supplemental Agreement to the Leasing Agreement dated March 30, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

EX-10.1 2 ea141266ex10-1powerbridge.htm UNOFFICIAL ENGLISH TRANSLATION OF THE SUPPLEMENTAL AGREEMENT TO THE LEASING AGREEMENT DATED MARCH 30, 2021 BY AND BETWEEN SHENZHEN HONGHAO INTERNET TECHNOLOGY CO. LTD. AND SHENZHEN KEZHI TECHNOLOGY CO., LTD Exhibit 10.1 Second Supplemental Agreement for Advertising Space Leasing Agreement (“Second Supplemental Agreement”) Party A (Lessor): Shenzhen Kezhi Tec

May 18, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38851

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuhai,

May 18, 2021 EX-10.3

Unofficial English Translation of the Second Supplemental Agreement to the Leasing Agreement dated May 12, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

Exhibit 10.3 Second Supplemental Agreement for Advertising Space Leasing Agreement (?Second Supplemental Agreement?) Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(?Kezhi?) Number of Business License: 91440300MA5G10WT71 Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (?Honghao?) Number of Business License: 91440300MA5GANXX8H All terms in this agreement, unless otherwise stat

April 30, 2021 NT 20-F

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Pe

April 20, 2021 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuha

April 20, 2021 EX-99.1

5400 W Cedar Ave

EX-99.1 2 ea139711ex99-1powerbri.htm LETTER FROM BF BORGERS CPA PC, DATED APRIL 20, 2021 Exhibit 99.1 5400 W Cedar Ave Lakewood, CO 80226 Telephone: 303.953.1454 Fax: 303.945.7991 April 20, 2021 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street NE Washington, D.C. 20549 Re: Powerbridge Technologies Co., Ltd. Ladies and Gentlemen: We have read the statements in the

April 9, 2021 EX-10.2

Form of Convertible Note(13)

Exhibit 10.2 POWERBRIDGE TECHNOLOGIES CO., LTD. Convertible Note Principal Amount: $4,000,000 Note Issuance Date: [] Note Number: PBTS-1 FOR VALUE RECEIVED, POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the ?Company?), hereby promises to pay to the order of YA II PN, Ltd., or its registered assigns (the ?Holder?) the amount set out above as the Principal Amount (as reduced

April 9, 2021 424B5

Powerbridge Technologies Co., Ltd. US$4,000,000 6% Convertible Note Due 2022 Convertible into Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-253395 PROSPECTUS SUPPLEMENT (To Prospectus dated February 23, 2021) Powerbridge Technologies Co., Ltd. US$4,000,000 6% Convertible Note Due 2022 Convertible into Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering US$4,000,000 aggregate principal amount (the “Principal”) of our 6% convertible

April 9, 2021 6-K

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuha

April 9, 2021 EX-10.1

Securities Purchase Agreement dated April 9, 2021 by and between the Company and the Investor(13)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of April 9, 2021, is between POWERBRIDGE TECHNOLOGIES CO., LTD., a company a Cayman Islands exempted company, with principal executive offices located at 1st Floor, Building D2, Southern Software Park, Tangjia Bay, Zhuhai, Guangdong 519080, China (the ?Company?), and the investor listed on th

April 9, 2021 EX-10.3

Form of Warrant(13)

EX-10.3 6 ea139238ex10-3powerbridge.htm FORM OF WARRANT Exhibit 10.3 WARRANT Warrant To Purchase Ordinary Shares Warrant No.: PBTS-1-1 Number of Shares: 571,429 Warrant Exercise Price: $3.675 Expiration Date: April , 2026 Date of Issuance: April , 2021 POWERBRIDGE TECHNOLOGIES CO., LTD., a Cayman Islands exempted company (the “Company”), hereby certifies that, for good and valuable consideration,

March 22, 2021 424B2

POWERBRIDGE TECHNOLOGIES CO., LTD. Ordinary Shares

Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-253395 POWERBRIDGE TECHNOLOGIES CO., LTD. $30,000,000 Ordinary Shares On February 23, 2021, we entered into a certain Sales Agreement, or sales agreement, with A.G.P. / Alliance Global Partners, or A.G.P., relating to our Ordinary Shares offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and

March 12, 2021 424B5

8,800,000 Ordinary Shares Offered by Selling Shareholders POWERBRIDGE TECHNOLOGIES CO., LTD.

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.

March 3, 2021 6-K

Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission File Number: 001-38851 POWERBRIDGE TECHNOLOGIES CO., LTD. (Translation of Registrant's name into English) 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuha

March 2, 2021 CORRESP

POWERBRIDGE TECHNOLOGIES CO., LTD. 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuhai, Guangdong 519080, China Tel: +86-756-339-5666

POWERBRIDGE TECHNOLOGIES CO., LTD. 1st Floor, Building D2, Southern Software Park Tangjia Bay, Zhuhai, Guangdong 519080, China Tel: +86-756-339-5666 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 March 2, 2021 Re: Powerbridge Technologies Co., Ltd. Registration Statement on Form F-3 Filed February 23, 2021 File No.

February 23, 2021 S-8

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on February 23, 2021 Registration No.

February 23, 2021 F-3

Form F-3

As filed with the Securities and Exchange Commission on February 23, 2021 Registration No.

February 23, 2021 EX-10.3

Convertible Promissory Note dated January 8, 2021(12)

Exhibit 10.3 CONVERTIBLE PROMISSORY NOTE Effective Date: January 8, 2021 U.S. $1,650,000.00 FOR VALUE RECEIVED, Powerbridge Technologies CO., Ltd., a Cayman Islands corporation (?Borrower?), promises to pay to Uptown Capital, LLC, a Utah limited liability company, or its successors or assigns (?Lender?), $1,650,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date tha

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