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, Shandong, China
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 20, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 | NAMES OF REPORTING PERSONS
QIUXIA ZHANG | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☒ (b) ☐ |
3 | SEC USE ONLY
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
| ☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
P. R. of China | |
| 7 | SOLE VOTING POWER
7,138,305 | |
NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER
0 |
OWNED BY EACH REPORTING | 9 | SOLE DISPOSITIVE POWER
7,138,305 |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,138,305 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| ☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%(1) | |
14 | TYPE OF REPORTING PERSON
IN |
| (1) | The percentage is calculated based on the total number of 78,967,677 Ordinary Shares issued and outstanding as of April 20, 2022 as informed by the Issuer. |
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1 | NAMES OF REPORTING PERSONS
ARGO ADVISORY LIMITED | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
3 | SEC USE ONLY
| |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
| ☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |
| 7 | SOLE VOTING POWER
7,138,305 | |
NUMBER OF SHARES BENEFICIALLY | 8 | SHARED VOTING POWER
0 |
OWNED BY EACH REPORTING | 9 | SOLE DISPOSITIVE POWER
7,138,305 |
| PERSON WITH | 10 | SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,138,305 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| ☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.04%(1) | |
14 | TYPE OF REPORTING PERSON
CO |
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Explanatory Note
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed by Qiuxia Zhang on March 18, 2022 (the “Initial Statements”). Defined terms have the meaning ascribed to them in the Initial Statements unless otherwise defined in this Amendment No. 1. Other than as amended by this Amendment, the disclosures in the Initial Statements are unchanged.
Item 2. Identity and Background
This Statement is being filed by the following persons (each a "Reporting Person", and collectively referred to as the "Reporting Persons"):
| ● | Qiuxia Zhang (“Mr. Zhang”); and |
| ● | Argo Advisory Limited (“Argo Advisory”). |
Mr. Zhang established Argo Advisory Limited, a company incorporated under the Laws of the British Virgin Islands, with the sole purpose to hold the 7,138,305 Ordinary Shares being reported herein. The registered address of Argo Advisory is Asia Leading Chambers, P.O. Box 986, Road Town, Tortola, British Virgin Islands.
In such capacities, the Reporting Persons may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of the Shares reported herein.
During the last five years, the Reporting Persons had not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Zhang entered into an equity transfer agreement with the Issuer pursuant to which the Issuer agreed to purchase 19.99% equity of SmartConn Co., Limited (“SmartConn”) at 90% of the appraisal price (the “Acquisition”). Mr. Zhang was the sole shareholder of SmartConn prior to the Acquisition. The consideration of the Acquisition is paid in the form of newly issued Ordinary Shares of the Issuer. An aggregate of 17,138,305 Ordinary Shares was issued to Mr. Zhang on February 22, 2022 upon the closing of the Acquisition. Reference is made to the Issuer’s report on Form 6-K filed with the Securities and Exchange Commission on January 28, 2022 for more details on the Acquisition.
Mr. Zhang incorporated Argo Advisory as its sole owner in April 2022 and transferred the 17,138,305 Ordinary Shares to Argo Advisory. Argo Advisory entered into a share purchase agreement dated April 14, 2022 with Hogstream International Ltd. (“Hogstream”) pursuant to which Argo Advisory agreed to transfer 10,000,000 Ordinary Shares of the Issuer to Hogstream at a unit price of USD$0.25 per share (calculated pursuant to the previous day’s closing price per share after a discount of 20%), for a total consideration of USD$2,536,000. The transaction was closed and Argo Advisory transferred the above-mentioned 10,000,000 Ordinary Shares to Hogstream on April 20, 2022.
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Item 4. Purpose of Transaction
The Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, potential changes to the business of the Issuer, management, board composition, investor communications, operations, capital allocation, dividend policy, financial condition, mergers and acquisitions strategy, overall business strategy, executive compensation, corporate governance related to the Issuer's business and stakeholders. The Reporting Persons may also have similar conversations with other stockholders or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements (which may contain customary standstill provisions). The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing.
The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of the actions referenced above, actions taken by the Issuer's board of directors, price levels of the Shares, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional Shares or other instruments that are based upon or relate to the value of the Shares or the Issuer in the open market or otherwise, selling some or all of the securities reported herein, and/or engaging in hedging or similar transactions with respect to the Shares.
Item 5. Interest in Securities of the Issuer
| (a) | and (b) The responses of the Reporting Persons to rows (7) and (13) of the cover pages to this Amendment of Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by the Reporting Persons are incorporated herein by reference. |
| (c) | Other than the transaction described herein there has been no other transactions concerning the Ordinary Shares of the Issuer effected during the past sixty (60) days. |
| (d) | No other person is known by any Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information disclosed under Items 3, 4, and 5 is incorporated by reference into this Item 6.
Except as described above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Issuer including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.
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Item 7. Materials to be Filed as Exhibits
| Exhibit 99.1 | Joint Filing Agreement (filed herewith) |
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 29, 2022
| Argo Advisory Limited | ||
| By: | /s/ Qiuxia Zhang | |
| Name: | Qiuxia Zhang | |
| Title: | Director | |
| Qiuxia Zhang | ||
| By: | /s/ Qiuxia Zhang | |
| Name: | Qiuxia Zhang | |
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