SecProbe.io

November 27, 2018
Ban Lor
Chief Executive Officer
Powerbridge Technologies Co., Ltd.
1st Floor, Building D2, Southern Software Park
Tangjia Bay, Zhuhai, Guangdong 519080, China
Re:Powerbridge Technologies Co., Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted November 6, 2018
CIK No. 0001754323
Dear Mr. Lor:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Our Business, page 1
1.We note your response to comment 4.  We note you have disclosed the percentage of total
revenue that each source contributed for fiscal 2017 and 2016.  Please disclose
comparable information for the six months ended June 30, 2018 and 2017.

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 November 27, 2018 Page 2
 FirstName LastNameBan Lor
Powerbridge Technologies Co., Ltd.
November 27, 2018
Page 2
2.We note your response to comment 5.  Please tell us how you are defining and calculating
"historically accumulated" customers for purposes of your disclosure and revise your
disclosure as necessary to reconcile how, on the one hand, you had 692 revenue-
generating logistics customers for the fiscal year ended December 31, 2016 and 627 for
the fiscal year ended December 31, 2017, but on the other hand, you had accumulated
only 270 logistics customers as of the date of the prospectus.
3.Please revise the second to last paragraph discussing revenue generating customers to
provide comparable information for the six months ended June 30, 2018.  Please also
balance your disclosure by clarifying that a significant portion of your revenue comes
from a small number of major customers, and please describe the categories of such major
customers so that investors can appreciate the significance of the disclosed customer data.

Use of Proceeds, page 39
4.We note your response to comment 10.  Please revise the fifth paragraph to quantify the
estimated net proceeds that may be loaned or contributed to your PRC subsidiary without
additional registration or approval.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 53
5.We note your revised disclosure on page 54 in response to comment 12.  Please address
the following:

•Please revise to disclose the portion of your accounts payable balance that relates to
suppliers whose payments are due when you receive payments from your customers;
•Explain why suppliers would agree to payment terms based on when you receive
payments from your customers, considering the length of your contracts and the
complicated government approval process for payments.  Tell us your obligation to the
extent you do not receive payment from your customers.  Also, tell us whether your
obligation to pay your suppliers is dependent on the acceptance by your customer;
and
•Please clarify the disclosure that you have never entered into any long-term financing
arrangement with your suppliers.  In this regard, we note that your application
development services may extend over a period of time up to three years and a
significant portion is billed to your customers in the last phase upon completion of the
project.

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 November 27, 2018 Page 3
 FirstName LastNameBan Lor
Powerbridge Technologies Co., Ltd.
November 27, 2018
Page 3
6.We note your response to comment 13 that you do not believe an aging analysis is
necessary because the unbilled accounts receivable represent a significant portion of the
accounts receivable balance.  Provide us with and tell us how you considered disclosure of
an aging analysis of billed accounts receivable as of each balance sheet date to highlight
any trends and uncertainties with respect to liquidity.  Please include in your analysis the
amount of unbilled accounts receivable related to contracts where the customer is past due
on their billed accounts receivable.
7.In your response to comment 17, you indicate that it could take extra time for your
customers to pay off receivables balances due to the complicated government approval
process for payments.  You also note that by increasing communication with your
customer and improved collections efforts, you believe you will be able to successfully
collect the balances.  Please revise your discussion of liquidity to provide further insight
into these material trends and their impact on your accounts receivables for each period
presented.  Also, please discuss the complicated government approval process for
payments in the related risk factor at the top of page 14.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12
8.You indicate in response to comment 18 that your arrangements do not fall within the
scope of software revenue recognition guidance of ASC 985-605.  Explain the nature of
your application development services, and tell us how you considered the guidance in
ASC 985-605-15-3(e) indicating that arrangements to deliver a software system, either
alone or together with other products or services that require significant production,
modification or customization of software are within the scope of ASC 985-605.  In this
regard, we note that you are a provider of software application and technology solutions
and services that are built from your multiple proprietary technology platforms, including
the Powerbridge System Platform, from which you generate your application development
services revenue.  Clarify whether the application you deliver as part of your application
development services is a software system.
9.We note your response to comment 17.  For your customer arrangements that are billed in
phases, please disclose your typical payment terms for both amounts billed during the
contract term and amounts billed upon contract completion.  In addition, please address
the following in relation to your assessment that collectability is reasonably assured and
the fee is fixed or determinable:

•Tell us whether your right to payment is dependent on the customer acceptance
provisions;

•Tell us whether, and if so, how, the complicated government approval process is
initially considered in your negotiated payment terms;

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 November 27, 2018 Page 4
 FirstName LastNameBan Lor
Powerbridge Technologies Co., Ltd.
November 27, 2018
Page 4
•Tell us whether you have subsequently modified the negotiated payment provisions,
for example, as a result of the complicated government approval process;

•Explain how the typical payments terms result in most of your collections completed
in the second half of the year, as noted from your disclosure in the last paragraph on
page 53; and

•Tell us when the amounts included in your accounts receivable balance as of
December 31, 2017 were actually collected in relation to the negotiated payment
terms.
10.We note your revised disclosure in response to comment 16 indicating that your contracts
contain negotiated billing terms which generally include multiple payment phases
throughout the contract term and a significant portion of the contract amount usually is
billed upon the completion of the related projects.  Explain why the billing terms were
negotiated in this manner.  As part of your response, tell us whether the billing terms
indicate that the final act of completing the project is so significant in relation to the
overall transaction that the transfer of value to the customer only takes place when the
final act is completed and the completed performance model should be used to recognize
revenue.  In this regard, we note that a significant portion of the contract amount usually
does not become billable until completion and customer acceptance is generally required
upon delivery of application development services.
11.You indicate on page 55, in response to comment 12, that 59.4% of unbilled accounts
receivable were due from four major customers with contracts that were substantially or
fully completed as of December 31, 2017.  Tell us more specifically why these amounts
had not been billed as of December 31, 2017, considering that your customers generally
agreed to pay in multiple phases throughout the contract term and a significant portion of
the contract amount is billed in the last phase upon completion of the related project.
Notes to Consolidated Financial Statements
Note 3 - Accounts receivable, net, page F-21
12.We note your response to comment 19 that all of your billed and unbilled receivables are
expected to be billed and collected within one year.  We also note from your disclosure on
page 55 that your accounts receivable turnover was 329 days for the six months ended
June 30, 2018 and only 70% of your unbilled accounts receivable balance as of December
31, 2017 were collected or confirmed to be collected prior to December 31, 2018.  Tell us
how you have concluded that both your billed and unbilled receivables will be billed and
collected within one year.

 FirstName LastNameBan Lor
 Comapany NamePowerbridge Technologies Co., Ltd.
 November 27, 2018 Page 5
 FirstName LastName
Ban Lor
Powerbridge Technologies Co., Ltd.
November 27, 2018
Page 5

            You may contact Diane Fritz, Staff Accountant, at 202-551-3331 or Melissa Walsh, Staff
Accountant, at 202-551-3224 if you have questions regarding comments on the financial
statements and related matters.  Please contact Donald Field, Attorney-Advisor, at 202-551-3680
or Dietrich King, Attorney-Advisor, at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services