Correspondence 0001731122-23-000119 from Infobird Co., Ltd (IFBD)
Infobird Co., Ltd
Date: Feb. 1, 2023 · CIK: 0001815566 · Accession: 0001731122-23-000119
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268993
Referenced dates: January 6, 2023
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology Attention: Alexandra Barone and Joshua Shainess Re: Infobird Co., Ltd Registration Statement on Form F-3 Filed December 23, 2022 File No. 333-268993
Dear Ms. Barone and Mr. Shainess:
On behalf of Infobird Co., Ltd (the “Company”), set forth below are our responses to the comments provided by the Staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) in a letter dated January 6, 2023. For your convenience, we have set forth each of the Staff’s comments in bold, italic typeface followed by our responses. References to “we,” “us,” “our” and “Registrant” refer to the Company. All responses are those of the Trust and the Company only.
Registration Statement on Form F-3 filed December 23, 2022
Cover Page
1. Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements.
RESPONSE: The Company has revised the disclosure on the cover page of the prospectus to include summary disclosure regarding the cash transfers within the Company’s organization as well as to quantify the such transfers during the fiscal year ended December 31, 2022. The Company has also revised the disclosure to include (a) a cross reference directing investors to the section titled “Cash Transfers Within Our Organization” for further information, and (b) a cross reference to the principles of consolidation set forth in the notes to the Company’s Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019 located in Amendment 1 to the Company’s Annual Report on Form 20-F filed with the SEC on October 21, 2022. Similar disclosure was also added to the section entitled “Cash and Asset Flows Through Our Organization.”
United States Securities and Exchange Commission
Attention: Alexandra Barone and Joshua Shainess
February 1, 2023
Page 2
Summary, page 1
2. We note the diagram of the company’s corporate structure on page 36; however, please provide early in the summary a diagram of the company’s corporate structure, identifying the person or entity that owns the equity in each depicted entity. Additionally, revise to ensure the diagram is fully legible.
RESPONSE: The Company has updated disclosure in the prospectus summary and has revised the diagram of the Company’s corporate structure to ensure that it is fully legible.
3. We note your discussion of how cash is transferred through your organization on page 82. In your prospectus summary, please provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE have made to the holding company and which entity made such transfer, and their tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
RESPONSE: The Company has revised the prospectus summary to include a discussion of how cash is transferred through our organization and the potential limitations and restrictions on the Company’s ability to transfer cash across borders. The company has also quantified the amounts transferred in the last year: (a) between Infobird Cayman (the public parent) and its subsidiary, Infobird HK; (b) between Infobird HK and its subsidiary, Infobird WFOE; (c) from Inborid WFOE to the consolidated VIE; and (d) from the consolidated VIE to Infobird WFOE. In addition, the
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filename1.htm
Infobird
Co., Ltd
Room 12A06, Block A, Boya International Center
Building 2, No. 1 Courtyard, Lize Zhongyi Road
Chaoyang District, Beijing, China 100102
February 1, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, DC 20549
Attention: Alexandra Barone and Joshua Shainess
Re: Infobird Co., Ltd
Registration Statement on Form F-3
Filed December 23, 2022
File No. 333-268993
Dear Ms. Barone and Mr. Shainess:
On behalf of Infobird Co.,
Ltd (the “Company”), set forth below are our responses to the comments provided by the Staff of the Division of Corporate
Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”)
in a letter dated January 6, 2023. For your convenience, we have set forth each of the Staff’s comments in bold, italic typeface
followed by our responses. References to “we,” “us,” “our” and “Registrant” refer
to the Company. All responses are those of the Trust and the Company only.
Registration Statement on Form F-3
filed December 23, 2022
Cover Page
1. Provide a description of how cash
is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements. State whether any transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries,
and consolidated VIEs, or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
RESPONSE: The Company has revised the disclosure on the cover page of the prospectus to include summary disclosure
regarding the cash transfers within the Company’s organization as well as to quantify the such transfers during the fiscal
year ended December 31, 2022. The Company has also revised the disclosure to include (a) a cross reference directing investors
to the section titled “Cash Transfers Within Our Organization” for further information, and (b) a cross reference to
the principles of consolidation set forth in the notes to the Company’s Consolidated Financial Statements for the years ended
December 31, 2021, 2020 and 2019 located in Amendment 1 to the Company’s Annual Report on Form 20-F filed with the SEC on
October 21, 2022. Similar disclosure was also added to the section entitled “Cash and Asset Flows Through Our Organization.”
United
States Securities and Exchange Commission
Attention:
Alexandra Barone and Joshua Shainess
February 1, 2023
Page 2
Summary, page 1
2. We note the diagram of the company’s
corporate structure on page 36; however, please provide early in the summary a diagram of the company’s corporate structure,
identifying the person or entity that owns the equity in each depicted entity. Additionally, revise to ensure the diagram is fully
legible.
RESPONSE: The Company has updated disclosure in the prospectus summary and has revised the diagram of the
Company’s corporate structure to ensure that it is fully legible.
3. We note your discussion
of how cash is transferred through your organization on page 82. In your prospectus summary, please provide a clear description
of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle amounts owed under
the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between the holding company,
its subsidiaries, and the consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary
or consolidated VIE have made to the holding company and which entity made such transfer, and their tax consequences. Similarly
quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make
clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your
ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on
your ability to distribute earnings from the company, including your subsidiaries and/or the consolidated VIEs, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
RESPONSE: The
Company
has
revised
the
prospectus
summary
to
include
a
discussion
of
how
cash
is
transferred
through
our
organization
and
the
potential
limitations
and
restrictions
on
the
Company’s
ability
to
transfer
cash
across
borders.
The
company
has
also
quantified
the
amounts
transferred
in
the
last
year:
(a) between
Infobird
Cayman
(the
public
parent)
and
its
subsidiary,
Infobird
HK;
(b)
between
Infobird
HK
and
its
subsidiary,
Infobird
WFOE;
(c) from
Inborid
WFOE
to
the
consolidated
VIE;
and
(d) from
the
consolidated
VIE
to
Infobird
WFOE.
In
addition,
the