As filed with the Securities and Exchange Commission
on December 23, 2025
Registration No. 333-268993
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective Amendment No. 1 to
to
FORM
F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Infobird
Co., Ltd
(Exact name of Registrant as Specified in its Charter)
| Cayman Islands |
|
Not applicable |
(State or other jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
Room 706, 7/F, Low Block, Grand Millennium
Plaza,
181 Queen’s Road Central,
Central, Hong Kong
+852 36909227
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lawrence S.
Venick, Esq.
Loeb & Loeb LLP
2206-19 Jardine House
1 Connaught Place, Central
Hong Kong SAR
Telephone: +852-3923-1111
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following
box. ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No.
1 (“Post-Effective Amendment”) is filed by Infobird Co., Ltd (the “Company”), and amends the registration statement
initially filed on Form F-3 (File No. 333-268993) with the Securities and Exchange Commission (the “Commission”) on December
23, 2022 (the “Registration Statement”), registering securities of the Company to be sold using the “shelf registration”
process under Rule 415 of the Securities Act of 1933, as amended.
The offering of securities pursuant
to the Registration Statement has been abandoned and approximately $25,697,405 of securities were sold under the Registration
Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a
post-effective amendment any of the securities that were registered (including Ordinary Shares, debt securities, warrants and Units to
purchase such Ordinary Shares, warrants and/or debt securities) that remain unsold, the Company hereby amends the Registration Statement
to remove from registration all of the securities covered by the Registration Statement which remain unsold.
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this amendment no. 1 to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hong Kong, on December 23, 2025.
| |
INFOBIRD CO., LTD |
| |
|
|
| |
By: |
/s/ Xiangyang Wen |
| |
Name: |
Xiangyang Wen |
| |
Title: |
Chief Executive Officer
(Principal Executive Officer) |
Pursuant to the requirements of
the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-3 has been signed by the
following persons in the capacities and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Xiangyang Wen |
|
Chief Executive Officer,
Chairman of Board of Directors and Director |
|
December 23, 2025 |
| Xiangyang Wen |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Yiting Song |
|
Chief Financial Officer
and Director |
|
December 23, 2025 |
| Yiting Song |
|
(Principal Accounting and
Financial Officer) |
|
|
| |
|
|
|
|
| * |
|
Independent Director |
|
December 23, 2025 |
| Qian Qu |
|
|
|
|
| |
|
|
|
|
| * |
|
Independent Director |
|
December 23, 2025 |
| Cheuk Yee Li |
|
|
|
|
| |
|
|
|
|
| * |
|
Independent Director |
|
December 23, 2025 |
| Zhihua Chen |
|
|
|
|
| *By: |
/s/ Xiangyang Wen |
|
| |
Attorney-in-fact |
|
| |
Xiangyang Wen |
|
