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 001-40301
Infobird Co., Ltd
(Translation of registrant’s name into English)
Room
12A06, 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
EXPLANATORY NOTE
This report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the registrant’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and Exchange Commission on December 23, 2022 (Registration No. 333-268993), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 12, 2023, Infobird Co., Ltd issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Exhibit No. | Description |
| 99.1 | Press Release dated May 12, 2023 |
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: May 12, 2023
| INFOBIRD CO., LTD | ||
| By: | /s/ Yiting Song | |
| Name: Yiting Song | ||
| Title: Director and Chief Financial Officer | ||
EXHIBIT 99.1
Infobird Co., Ltd
Announces 1-for-5 Share Consolidation
BEIJING, May 12, 2023 /PRNewswire/ – Infobird Co., Ltd (NASDAQ: IFBD) (“Infobird” or the “Company”), a software-as-a-service provider of AI-powered customer engagement solutions in China, today announced that it plans to implement a 1-for-5 share consolidation of its ordinary shares (the “Share Consolidation”), effective on May 15, 2023.
Beginning with the opening of trading on May 15, 2023, the Company’s ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “IFBD”, but under a new CUSIP number of G47724110. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
Upon the effectiveness of the Share Consolidation, every five issued and outstanding ordinary shares of a par value of US$0.005 each will automatically be converted into one issued and outstanding ordinary share of a par value of US$0.025 each. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares.
The Share Consolidation was approved by the Company’s board of directors on April 26, 2023 and its shareholders on May 12, 2023. The Company has filed a Fourth Amended and Restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies.
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.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “plans”, “will,” “future,” “expects,” “believes,” and “intends,” or similar expressions, are intended to identify forward-looking statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events, results, conditions or performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date they are made. In evaluating such statements, investors and prospective investors should review carefully various risks and uncertainties and other matters identified in the Company’s filings with the U.S. Securities and Exchange Commission. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements. The Company 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.
SOURCE INFOBIRD