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 001-40301
Infobird Co., Ltd
(Translation of registrant’s name into English)
Room 12A05, Block A, Boya International Center,
Building 2, No. 1 Courtyard, Lize Zhongyi Road
Chaoyang District, Beijing, China 100102
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR
On April 22, 2021, Infobird Co., Ltd (the “Company”) completed the initial public offering (“Initial Public Offering”) of 6,250,000 ordinary shares at an initial public offering price of $4.00 per share, before underwriting discounts and commissions, pursuant to an Underwriting Agreement between the Company and WestPark Capital, Inc., as representative of the several underwriters (the “Underwriters”), substantially in the form attached as Exhibit 1.1 to the Company’s Registration Statement on Form F-1 (File No. 333-251234), as amended (the “Registration Statement”). The Company also granted the Underwriters a 45-day option to purchase up to an additional 937,500 ordinary shares at the Initial Public Offering price, less underwriting discounts and commissions, and issued a warrant to WestPark Capital, Inc. to purchase up to 650,000 ordinary shares at $5.00 per share, substantially in the form attached as Exhibit 4.2 to the Registration Statement. The Company, WestPark Capital, Inc. and Continental Stock Transfer & Trust Company also entered into an Indemnification Escrow Agreement, substantially in the form attached as Exhibit 10.6 to the Registration Statement.
A copy of the press release announcing the pricing of the Initial Public Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference, and a copy of the press release announcing the closing of the Initial Public Offering is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Exhibit No. | Description of Exhibit |
| 1.1 | Form of Underwriting Agreement |
| 4.1 | Form of Representative’s Warrant |
| 10.1 | Form of Indemnification Escrow Agreement |
| 99.1 | Press Release dated April 19, 2021 |
| 99.2 | Press Release dated April 22, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 26, 2021
| INFOBIRD CO., LTD | ||
| By: | /s/ Yimin Wu | |
| Name: Yimin Wu Title: Chief Executive Officer and Chairman of the Board of Directors | ||
Exhibit 99.1
Infobird Co., Ltd
Announces Pricing of Initial Public Offering
BEIJING, CHINA, April 19, 2021 – via InvestorWire – Infobird Co., Ltd (“Infobird”), a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions in China, announces the pricing of its underwritten initial public offering of 6,250,000 ordinary shares at a public offering price of $4.00 per share, before underwriting discounts and commissions. The offering is being conducted on a firm commitment basis. All of the ordinary shares are being offered by Infobird. The total expected gross proceeds of the initial public offering are $25,000,000, before underwriting discounts and commissions and offering expenses.
The ordinary shares have been approved for listing on The Nasdaq Capital Market and are expected to commence trading under the ticker symbol “IFBD” on April 20, 2021. The offering is expected to close on April 22, 2021, subject to customary closing conditions.
WestPark Capital, Inc. (“WestPark Capital”) is acting as the book-running manager for the offering. Infobird has granted the underwriters a 45-day option to purchase up to an additional 937,500 ordinary shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
A registration statement on Form F-1 (File No. 333-251234), as amended, including a prospectus, which is preliminary and subject to completion, relating to the offering, was filed with the U.S. Securities and Exchange Commission (the “SEC”), and was declared effective by the SEC on March 31, 2021. The offering of the ordinary shares is being made only by means of a prospectus. Copies of the final prospectus relating to the offering, when available, may be obtained on the SEC’s website at www.sec.gov and may also be obtained from WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 300, Los Angeles, CA, 90067, or by email at jstern@wpcapital.com.
Before you invest, you should read the prospectus and other documents Infobird has filed or will file with the SEC for more complete information about Infobird and the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Infobird Co., Ltd
Infobird, headquartered in Beijing, China, is a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions in China. For more information, visit Infobird’s website at www.Infobird.com.
About WestPark Capital, Inc.
WestPark Capital is a full-service investment bank focused on emerging growth sectors such as healthcare, software, technology, biotechnology, financial services, manufacturing, consumer products, media and telecom industries, among other categories. WestPark Capital provides a comprehensive range of corporate finance services, including initial public offerings, follow-on offerings, ATMs, Registered Direct Offerings (RD), CMPOs. private placements, SIPOs and corporate finance advisory services. Additional information about WestPark Capital is available at www.wpcapital.com or by email at info@wpcapital.com.
Forward-Looking Statements
This press release contains certain forward-looking statements, including statements with regard to Infobird’s proposed initial public offering. Words such as “will,” future,” “expects,” “believes,” and “intends,” or similar expressions, are intended to identify forward-looking statements. Forward-looking statements are subject to inherent uncertainties in predicting future results and conditions and no assurance can be given that the proposed initial public offering discussed above will be completed on the terms described. Completion of the proposed initial public offering and the terms thereof are subject to numerous factors, many of which are beyond the control of Infobird, including, without limitation, the failure of customary closing conditions and the risk factors and other matters set forth in the prospectus included in the registration statement in the form last filed with the SEC. Infobird undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Contacts
Infobird Contact
Infobird Co., Ltd
Yimin Wu, Chief Executive Officer and Chairman of the Board of Directors
wuym@infobird.com
86-010-52411819
Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com
Exhibit 99.2
Infobird Co., Ltd
Announces Closing of Initial Public Offering
BEIJING, CHINA, April 22, 2021 – via InvestorWire – Infobird Co., Ltd (“Infobird”), a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions in China, announces the closing of its underwritten initial public offering of 6,250,000 ordinary shares at a public offering price of $4.00 per share, before underwriting discounts and commissions, resulting in gross proceeds of $25,000,000, before underwriting discounts and commissions and offering expenses. The offering was conducted on a firm commitment basis. All of the ordinary shares were offered by Infobird.
The ordinary shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “IFBD” on April 20, 2021.
WestPark Capital, Inc. (“WestPark Capital”) acted as the book-running manager for the offering. Infobird has granted the underwriters a 45-day option to purchase up to an additional 937,500 ordinary shares at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
A registration statement on Form F-1 (File No. 333-251234), as amended, including a prospectus relating to the offering, was filed with the U.S. Securities and Exchange Commission (the “SEC”), and was declared effective by the SEC on March 31, 2021. The offering of the ordinary shares was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained on the SEC’s website at www.sec.gov and may also be obtained from WestPark Capital, Inc., 1900 Avenue of the Stars, Suite 300, Los Angeles, CA, 90067, or by email at jstern@wpcapital.com.
Before you invest, you should read the prospectus and other documents Infobird has filed or will file with the SEC for more complete information about Infobird and the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Infobird Co., Ltd
Infobird, headquartered in Beijing, China, is a software-as-a-service provider of innovative AI-powered, or artificial intelligence enabled, customer engagement solutions in China. For more information, visit Infobird’s website at www.Infobird.com.
About WestPark Capital, Inc.
WestPark Capital is a full-service investment bank focused on emerging growth sectors such as healthcare, software, technology, biotechnology, financial services, manufacturing, consumer products, media and telecom industries, among other categories. WestPark Capital provides a comprehensive range of corporate finance services, including initial public offerings, follow-on offerings, ATMs, Registered Direct Offerings (RD), CMPOs, private placements, SIPOs and corporate finance advisory services. Additional information about WestPark Capital is available at www.wpcapital.com or by email at info@wpcapital.com.
Contacts
Infobird Contact
Infobird Co., Ltd
Yimin Wu, Chief Executive Officer and Chairman of the Board of Directors
wuym@infobird.com
86-010-52411819
Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com