HONG
KONG, Feb. 20, 2024 /PRNewswire/
-- Infobird Co., Ltd (NASDAQ: IFBD) ("Infobird" or the
"Company"), a software-as-a-service provider of innovative
AI-powered, or artificial intelligence enabled, customer engagement
solutions, today announced that the extraordinary general meetings
of the shareholders held on February 20,
2024, at Room 706, 7/F, Low Block, Grand Millennium Plaza,
181 Queen's Road Central, Central, Hong
Kong, approved the proposed 1-for-8 share consolidation of
its ordinary shares of US$0.5 par
value each (the "Share Consolidation") as well as capital reduction
and share capital reorganization (the "Capital Reduction and
Reorganization").
Beginning with the opening of trading on February 27, 2024, 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 G47724300. 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 eight
ordinary shares of a par value of US$0.5 each (including issued and unissued
shares) will automatically be consolidated into one ordinary share
of a par value of US$4.0 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 capital reduction will become effective when the Grand Court
of the Cayman Islands grants a
court order to confirm the Capital Reduction. Immediately following
the Capital Reduction and the Reorganization, the authorized share
capital of the Company be changed from US$25,000,000,000 divided into 6,250,000,000
shares of par value of US$4.00 each
to US$50,000,000 divided into
5,000,000,000,000 ordinary shares of par value US$0.00001 each by cancelling the excess
authorized but unissued ordinary shares in the authorized share
capital. If implemented, the Capital Reduction will be effected
simultaneously for all issued shares of the Company. The Capital
Reduction will affect all of our shareholders uniformly and will
not affect any shareholder's percentage ownership interests in the
Company. After the Capital Reduction and Reorganization, our
ordinary shares will have the same voting rights and rights to
dividends and distributions and will be identical in all other
respects to our ordinary shares now authorized.
The Share Consolidation and the Capital Reduction and
Reorganization was approved by the Company's board of directors on
January 10, 2024 and its shareholders
on February 20, 2024. The Company
will file a Sixth Amended and Restated Memorandum and Articles of
Association with the Cayman Islands Registrar of Companies after
the Capital Reduction and Reorganization becomes effective.
About Infobird Co., Ltd
Infobird Co., Ltd. (Nasdaq: IFBD), is a software-as-a-service
provider of innovative AI-powered, or artificial intelligence
enabled, customer engagement solutions. For more information,
please visit http://www.infobird.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar statements.
Statements that are not historical facts, including statements
about the Company's beliefs and expectations, are forward-looking
statements. Among other things, the business outlook and quotations
from management in this press release, as well as the Company's
strategic and operational plans, contain forward-looking
statements. The Company may also make written or oral
forward-looking statements in its periodic reports to the U.S.
Securities and Exchange Commission ("SEC") on Forms 20-F and 6-K,
in its annual report to shareholders, in press releases and other
written materials and in oral statements made by its officers,
directors or employees to third parties. Forward-looking statements
involve inherent risks and uncertainties. A number of factors could
cause actual results to differ materially from those contained in
any forward-looking statement, including but not limited to the
following: the Company's goals and strategies; the Company's future
business development, financial condition and results of
operations; and the Company's expectations regarding demand for and
market acceptance of its products and services. Further information
regarding these and other risks is included in the Company's annual
report on Form 20-F and current report on Form 6-K and other
documents filed with the SEC. All information provided in this
press release is as of the date of this press release, and the
Company does not undertake any obligation to update any
forward-looking statement, except as required under applicable
laws.
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SOURCE Infobird Co., Ltd