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CORRESP
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Powerbridge Technologies Co., Ltd.

August 29, 2023

VIA EDGAR

Mr. Ryan Rohn

Mr. Stephen Krikorian

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

 Re: Powerbridge Technologies Co., Ltd.

    Form 20-F for the Fiscal Year ended December 31, 2022

    Filed April 28, 2023

    File No. 001-38851

Dear Mr. Rohn and Mr. Krikorian:

Powerbridge Technologies Co., Ltd. (the “Company”,
“we”, “us” or “our”) hereby transmits its response to the letter received from
the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated August 23, 2023 regarding its annual
report on Form F-20 (the “Form 20-F”) filed on April 28, 2023. For ease of reference, we have repeated the Staff’s
comments in bold in this response letter.

Form 20-F for the Fiscal Year ended December 31, 2022

Item 15. Controls and Procedures

(b) Management’s Annual Report on Internal Control over Financial
Reporting Attestation Report of the Registered Public Accounting Firm, page 118

 1. We note that you do not include a report of management’s
                                            annual report on internal control over financial reporting. Please amend your filing to include
                                            management’s assessment of internal control. Refer to Item 308(a) of Regulation S-K.
                                            Further clarify your statement that, “Neither we nor our independent registered public
                                            accounting firm undertook a comprehensive assessment of [y]our internal control under the
                                            Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in [y]our internal
                                            control over financial reporting.” In this regard, we note the requirement to include
                                            Management’s annual report on internal control over financial reporting.

Response: The Company plans to file an amendment
to its Form 20-F for fiscal year 2022 in response to the Staff’s comment, a copy of which is attached herein as Exhibit A. The
Company will file the attached 20-F/A once the Staff confirms there is no additional comment.

*    *     *

The Company acknowledges that the Company and
its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the Staff.

We thank the Staff for its review of the foregoing.
If you have any questions, please do not hesitate to contact Kelvin Chan at (+86) 132-2977-6627, or our U.S. legal counsel, Yu Wang at
(+852) 3443-1150. If you have any further comments, we would appreciate it if you would forward them by electronic mail to us at kelvinchan@powerbridge.com
and our legal counsel at yu.wang@hk.kwm.com or by phone.

    Very truly yours,

    /s/ Stewart
    Lor

    Stewart Lor

    Chief Executive Officer

    cc:
    Yu Wang, Esq.

    King & Wood Mallesons

Exhibit A

Form 20-F/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

☐ REGISTRATION STATEMENT PURSUANT
TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report
for the transition period from ____________to ____________

Commission file number: 001-38851

POWERBRIDGE TECHNOLOGIES CO., LTD.

(Exact Name of Registrant as Specified in its
Charter)

N/A

(Translation of Registrant’s Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

Advanced Business Park, 9th Fl, Bldg C2,

29 Lanwan Lane, Hightech District,

Zhuhai, Guangdong 519080, China

(Address of principal executive offices)

Stewart Lor, Chief Executive Officer

Advanced Business Park, 9th Fl, Bldg C2,

29 Lanwan Lane, Hightech District,

Zhuhai, Guangdong 519080, China

Tel: +86-756-339-5666

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)

Securities registered or to be registered pursuant
to Section 12(b) of the Act:

    Title
    of Each Class

    Trading Symbol

    Name
    of Each Exchange on Which Registered

    Ordinary shares, par value $0.00166667

    PBTS

    NASDAQ Capital Market

Securities registered or to be registered pursuant
to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2022, the issuer had 285,005,647 shares
outstanding.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No ☒

Note – Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.

Indicate by check mark whether the registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

    Large accelerated filer
    ☐
    Accelerated filer
    ☐

    Non-accelerated filer
    ☒
    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 13(a) of the Exchange Act. ☐

† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.

Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. Yes ☐ No ☒

If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:

    U.S. GAAP ☒
    International Financial Reporting
    Standards as issued

    by the International Accounting Standards Board ☐
    Other ☐

If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

    Auditor Name:

    Auditor Location:

    Auditor Firm ID:

    OneStop Assurance PAC

    Singapore

    6732

EXPLANATORY NOTE

This Amendment No.2 on Form 20-F (“Form 20-F/A”)
is being filed to amend the annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Securities
and Exchange Commission (the “SEC”) on April 28, 2023 (the “Original Form 20-F”) of Powerbridge Technologies
Co., Ltd. (the “Company”). This Form 20-F/A is being filed to amend certain disclosure under Item 15. Controls and Procedures
about management’s annual report on internal control over financial reporting, in response to SEC comments.

The first paragraph of “Item 15. CONTROLS
AND PROCEDURES - (b) Management’s Annual Report on Internal Control over Financial Reporting Attestation Report of the Registered
Public Accounting Firm” of the Original Form 20-F on page 118 is replaced in its entirety with the following:

“Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements
in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our
management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition,
use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of our internal
control over financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Rule 13a-15(c) of the Exchange Act,
our management conducted an evaluation of our company’s internal control over financial reporting as of December 31, 2022 based
on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as
of December 31, 2022. The material weaknesses identified by us and our independent registered public accounting firm related to (i) a
lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; (ii) a
lack of sufficient documented financial closing policies and procedures, specifically those related to period-end expenses cut-off and
accruals; (iii) inadequate controls with respect to the maintenance of sufficient documentation for, and the evaluation of the accounting
implications of, significant and non-routine payment transactions; and (iv) a lack of sufficient documented financial closing policies
and procedures, specifically those related to period-end expenses cut-off and accruals.”

In addition, as required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive
officer and principal financial officer are filed herewith as exhibits to this Form 20-F/A pursuant to Rule 13a-14(a) of the Exchange
Act.

Item 19. EXHIBITS

EXHIBIT INDEX

    Exhibit

    Exhibit
    title

    12.1

    Certification by the Chief
    Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    12.2

    Certification by the Chief
    Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    13.1

    Certification by the Chief
    Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    13.2

    Certification by the Chief
    Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

The registrant hereby certifies that it meets all
of the requirements for filing on this Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report
on its behalf.

    Powerbridge Technologies Co., Ltd.

    By:
    /s/ Stewart Lor

    Name:
    Stewart Lor

    Title:
    Chief Executive Officer

    Dated:
                      , 2023

Exhibit 12.1

Certification by the Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

I, Stewart Lor, certify that:

 1. I
                                            have reviewed this annual report on Form 20-F/A of Powerbridge Technologies Co., Ltd.;

 2. Based
                                            on my knowledge, this report does not contain any untrue statement of a material fact or
                                            omit to state a material fact necessary to make the statements made, in light of the circumstances
                                            under which such statements were made, not misleading with respect to the period covered
                                            by this report;

 3. Based
                                            on my knowledge, the financial statements, and other financial information included in this
                                            report, fairly present in all material respects the financial condition, results of operations
                                            and cash flows of the company as of, and for, the periods presented in this report;

 4. The
                                            company’s other certifying officer(s) and I are responsible for establishing and maintaining
                                            disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
                                            and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
                                            and 15d-15(f)) for the company and have:

 (a) Designed
                                            such disclosure controls and procedures, or caused such disclosure controls and procedures