{"url_path":"/sec/ifbd/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1815566/0001731122-26-000847-index.html","accession_number":"0001731122-26-000847","cik":"0001815566","ticker":"IFBD","issuer_name":"Infobird Co., Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1815566/0001731122-26-000847-index.html","primary_entity_key":"0001815566","primary_entity_name":"Infobird Co., Ltd"},"word_count":8796,"has_tables":true,"body_markdown":"**ITEM 10. ADDITIONAL INFORMATION**\n\n \n\n**A. Share Capital**\n\n \n\nNot applicable.\n\n \n\n**B. Memorandum and Articles of Association**\n\n \n\nWe are an exempted company incorporated\nwith limited liability under the laws of the Cayman Islands and our affairs are governed by:\n\n \n\n \n●\nMemorandum and Articles of Association as amended from time to time ;\n\n \n \n \n\n \n●\nThe Companies Act (as amended) of the Caymans Islands, which is referred to as the Companies Act below; and\n\n \n \n \n\n \n●\nCommon law of the Cayman Islands.\n\n \n\nOur authorized share capital\nis US$50,000,000 divided into 5,000,000,000,000 ordinary shares of US$0.00001 par value each.\n\n \n\nWe have included summaries of\nmaterial provisions of our sixth amended and restated memorandum and articles of association Adopted by a Special Resolution passed on\n20 February 2024 with effect from 2 May 2024 insofar as they relate to the material terms of our share capital. The summaries do not purport\nto be complete and are qualified in their entirety by reference to our amended and restated memorandum and articles of association, which\nis filed as Exhibit 1.1 to this annual report.\n\n \n\n**Ordinary Shares**\n\n \n\nAll of our outstanding ordinary\nshares are fully paid and non-assessable.\n\n \n\n**Issuance of Shares and Changes to Capital**\n\n \n\nOur board of directors has general\nand unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in our capital\nwithout the approval of our shareholders (whether forming part of the original or any increased share capital), either at a premium or\nat par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of\ncapital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no\nshare shall be issued at a discount, except in accordance with the provisions of the Companies Act. We will not issue bearer shares.\n\n \n\nWe may, subject to the provisions\nof the Companies Act, our sixth amended and restated memorandum and articles of association, the SEC and Nasdaq, from time to time by\nshareholders resolution passed by a simple majority of the voting rights entitled to vote at a general meeting: increase our capital by\nsuch sum, to be divided into shares of such amounts, as the relevant resolution shall prescribe; consolidate and divide all or any of\nour share capital into shares of larger amount than our existing shares; convert all or any of our paid up shares into stock and reconvert\nthat stock into paid up shares of any denomination; sub-divide our existing shares, or any of them, into shares of smaller amounts than\nis fixed pursuant to our amended and restated memorandum and articles of association; and cancel any shares which at the date of the passing\nof the resolution have not been taken or agreed to be taken by any person, and diminish the amount of our share capital by the amount\nof the shares so cancelled.\n\n \n\n101\n\n \n\n \n\nWe may also, subject to the provisions\nof the Companies Act, our amended and restated memorandum and articles of association, the SEC and Nasdaq: issue shares on terms that\nthey are to be redeemed or are liable to be redeemed; purchase our own shares (including any redeemable shares); and make a payment in\nrespect of the redemption or purchase of our own shares in any manner authorized by the Companies Act, including out of our capital.\n\n \n\n**Dividends**\n\n \n\nSubject to the Companies Act,\nour shareholders may, by resolution passed by a simple majority of the voting rights entitled to vote at the general meeting, declare\ndividends (including interim dividends) to be paid to our shareholders but no dividend shall be declared in excess of the amount recommended\nby our board of directors. Dividends may be declared and paid out of funds lawfully available to us. Except as otherwise provided by the\nrights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend\nis paid. All dividends shall be paid in proportion to the number of ordinary shares a shareholder holds during any portion or portions\nof the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividend\nas from a particular date, that share shall rank for dividend accordingly. Our board of directors may also declare and pay dividends out\nof the share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act.\n\n \n\nIn addition, our board of directors\nmay resolve to capitalize any undivided profits not required for paying any preferential dividend (whether or not they are available for\ndistribution) or any sum standing to the credit of our share premium account or capital redemption reserve; appropriate the sum resolved\nto be capitalized to the shareholders who would have been entitled to it if it were distributed by way of dividend and in the same proportions\nand apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by\nthem respectively, or in paying up in full unissued shares or debentures of a nominal amount equal to such sum, and allot the shares or\ndebentures credited as fully paid to those shareholders, or as they may direct, in those proportions, or partly in one way and partly\nin the other; resolve that any shares so allotted to any shareholder in respect of a holding by him/her of any partly-paid shares rank\nfor dividend, so long as such shares remain partly paid, only to the extent that such partly paid shares rank for dividend; make such\nprovision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures\nbecoming distributable in fractions; and authorize any person to enter on behalf of all our shareholders concerned in an agreement with\nus providing for the allotment of them respectively, credited as fully paid, of any shares or debentures to which they may be entitled\nupon such capitalization, any agreement made under such authority being binding on all such shareholders.\n\n \n\n**Voting and Meetings**\n\n \n\nAs a condition of admission to\na shareholders’ meeting, a shareholder must be duly registered as our shareholder at the applicable record date for that meeting\nand all calls or installments then payable by such shareholder to us in respect of our ordinary shares must have been paid. Subject to\nany special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present in\nperson or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself\na shareholder entitled to vote) shall have one vote per share.\n\n  \n\nAs a Cayman Islands exempted\ncompany, we are not obliged by the Companies Act to call annual general meetings; however, our amended and restated memorandum and articles\nof association provide that in each year, other than the year in which our amended and restated memorandum and articles of association\nwas adopted, we will hold an annual general meeting of shareholders at a time determined by our board of directors, provided that if we\nare not required to hold an annual general meeting by Cayman Islands law or Nasdaq rules, we may choose not to do so. Also, we may, but\nare not required to (unless required by Cayman Islands law), in each year hold any other extraordinary general meeting.\n\n \n\n102\n\n \n\n \n\nThe Companies Act provides shareholders\nwith only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before\na general meeting. However, these rights may be provided in a company’s articles of association. Our amended and restated memorandum\nand articles of association provide that upon the requisition of shareholders representing not less than two-thirds of the voting rights\nentitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned\nto a vote at such meeting. However, shareholders may propose only ordinary resolutions to be put to a vote at such meeting and shall have\nno right to propose resolutions with respect to the election, appointment or removal of directors or with respect to the size of the board.\nOur amended and restated memorandum and articles of association provide no other right to put any proposals before annual general meetings\nor extraordinary general meetings. Subject to regulatory requirements, our annual general meeting and any extraordinary general meetings\nmust be called by not less than ten (10) clear days’ notice prior to the relevant shareholders meeting and convened by a notice\ndiscussed below. Alternatively, upon the prior consent of all holders entitled to attend and vote (with regards to an annual general meeting),\nand the holders of 95% in par value of the shares entitled to attend and vote (with regard to an extraordinary general meeting), that\nmeeting may be convened by a shorter notice and in a manner deemed appropriate by those holders.\n\n \n\nWe will give notice of each general\nmeeting of shareholders by publication on our website and in any other manner that we may be required to follow in order to comply with\nCayman Islands law, Nasdaq and SEC requirements. The holders of registered shares may be convened for a shareholders’ meeting by\nmeans of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain\nstatutory requirements, by electronic means. We will observe the statutory minimum convening notice period for a general meeting of shareholders.\n\n \n\nA quorum for a general meeting\nconsists of any one or more persons holding or representing by proxy not less than one-third of our total issued voting shares entitled\nto vote upon the business to be transacted.\n\n \n\nA resolution put to the vote\nof the meeting shall be decided on a poll. An ordinary resolution to be passed by the shareholders requires the affirmative vote of a\nsimple majority of the votes cast by, or on behalf of, the shareholders entitled to vote present in person or by proxy and voting at the\nmeeting. A special resolution requires the affirmative vote of no less than two-thirds of the votes cast by the shareholders entitled\nto vote who are present in person or by proxy at a general meeting (except for certain matters described below which require an affirmative\nvote of two-thirds). Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by\nall the shareholders of our company, as permitted by the Companies Act and our amended and restated memorandum and articles of association.\n\n \n\nOur amended and restated memorandum\nand articles of association provide that the affirmative vote of no less than two-thirds of votes cast by the shareholders entitled to\nvote who are present in person or by proxy at a general meeting shall be required to approve any amendments to any provisions of our amended\nand restated memorandum and articles of association that relate to or have an impact upon the procedures regarding the election, appointment,\nor removal of directors and the size of the board.\n\n  \n\n**Transfers of Shares**\n\n \n\nSubject to any applicable restrictions\nset forth in our amended and restated memorandum and articles of association, any of our shareholders may transfer all or a portion of\ntheir ordinary shares by an instrument of transfer in the usual or common form or in the form prescribed by Nasdaq or in any other form\nwhich our board of directors may approve. Our board of directors may, in its absolute discretion, refuse to register a transfer of any\nshare that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme\nfor employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing\ngenerality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully\npaid up share on which we have a lien. Our board of directors may also decline to register any transfer of any registered share unless:\na fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as the board of directors may from time to time require\nis paid to us in respect thereof; the instrument of transfer is in respect of only one class of shares; the ordinary shares transferred\nare fully paid and free of any lien; the instrument of transfer is lodged at the registered office or such other place (i.e., our transfer\nagent) at which the register of shareholders is kept, accompanied by any relevant share certificate(s) and/or such other evidence as the\nboard of directors may reasonably require to show the right of the transferor to make the transfer; and if applicable, the instrument\nof transfer is duly and properly stamped.\n\n \n\n103\n\n \n\n \n\nIf our board of directors refuse\nto register a transfer, they are required, within one month after the date on which the instrument of transfer was lodged, to send to\neach of the transferor and the transferee notice of such refusal.\n\n \n\n**Liquidation**\n\n \n\nSubject to any special rights,\nprivileges or restrictions as to the distribution of available surplus assets on liquidation applicable to any class or classes of shares\n(1) if we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay the whole of\nthe capital paid up at the commencement of the winding up, the excess shall be distributed pari passu among our shareholders in proportion\nto the amount paid up at the commencement of the winding up on the shares held by them, respectively, and (2) if we are wound up and the\nassets available for distribution among our shareholders as such are insufficient to repay the whole of the paid-up capital, those assets\nshall be distributed so that, as nearly as may be, the losses shall be borne by our shareholders in proportion to the capital paid up,\nor which ought to have been paid up, at the commencement of the winding up on the shares held by them, respectively.\n\n \n\nIf we are wound up, the liquidator\nmay with the sanction of a special resolution and any other sanction required by the Companies Act, divide among our shareholders in\nspecie the whole or any part of our assets and may, for such purpose, value any assets and determine how such division shall be carried\nout as between the shareholders or different classes of shareholders. The liquidator may also, with the sanction of a special resolution,\nvest any part of these assets in trustees upon such trusts for the benefit of our shareholders as the liquidator shall think fit, but\nso that no shareholder will be compelled to accept any assets, shares or other securities upon which there is a liability.\n\n \n\n**Anti-Takeover Provisions**\n\n \n\nSome provisions of our amended\nand restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management\nthat shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one\nor more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further\nvote or action by our shareholders.\n\n \n\n**Inspection of Books and Records**\n\n \n\nHolders of ordinary shares have\nno general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (other than\nthe memorandum and articles of association). Our directors have discretion under our amended and restated memorandum and articles of association\nto determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged\nto make them available to our shareholders unless required by the Companies Act or other applicable law or authorized by the directors\nor by ordinary resolution.\n\n \n\n**Register of Shareholders**\n\n \n\nUnder Cayman Islands law, we\nmust keep a register of shareholders that includes: the names and addresses of the shareholders, a statement of the shares held by each\nmember, and of the amount paid or agreed to be considered as paid, on the shares of each member; the date on which the name of any person\nwas entered on the register as a member; and the date on which any person ceased to be a member.\n\n \n\n**Exempted Company**\n\n \n\nWe are an exempted company with\nlimited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies.\nAny company that is incorporated in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered\nas an exempted company. An exempted company:\n\n \n\n104\n\n \n\n \n\n \n●\ndoes not have to file an annual return of its shareholders with the Registrar of Companies;\n\n \n \n \n\n \n●\nis not required to open its register of members for inspection;\n\n \n \n \n\n \n●\ndoes not have to hold an annual general meeting;\n\n \n \n \n\n \n●\nmay issue shares with no par value;\n\n \n \n \n\n \n●\nmay obtain an undertaking against the imposition of any future taxation;\n\n \n \n \n\n \n●\nmay register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n \n \n\n \n●\nmay register as a limited duration company; and\n\n \n \n \n\n \n●\nmay register as a segregated portfolio company.\n\n  \n\n“Limited liability”\nmeans that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in\nexceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other\ncircumstances in which a court may be prepared to pierce or lift the corporate veil).\n\n \n\n**Preferred Shares**\n\n \n\nOur board of directors is empowered\nto designate and issue from time to time one or more classes or series of preferred shares and to fix and determine the relative rights,\npreferences, designations, qualifications, privileges, options, conversion rights, limitations and other special or relative rights of\neach such class or series so authorized. Such action could adversely affect the voting power and other rights of the holders of our ordinary\nshares or could have the effect of discouraging any attempt by a person or group to obtain control of us.\n\n \n\n**C. Material Contracts**\n\n \n\nWe have not entered into any\nmaterial contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company”\nor elsewhere in this annual report on Form 20-F.\n\n \n\n**D. Exchange Controls**\n\n \n\nSee “Item 4. Information\non the Company—B. Business Overview—Regulations—Regulations on Foreign Exchange-Foreign Currency Exchange” and\n“Dividend Distribution.”\n\n \n\n**E. Taxation**\n\n \n\nThe following summary of the\nmaterial Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ordinary shares is based upon laws and relevant\ninterpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summary does not\ndeal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under U.S. state\nand local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the People’s Republic of China and the\nUnited States.\n\n \n\n105\n\n \n\n \n\n**Material U.S. Federal Income Tax Considerations\nfor U.S. Holders**\n\n \n\nThe following discussion describes\nthe material U.S. federal income tax consequences relating to the ownership and disposition of our ordinary shares by U.S. Holders (as\ndefined below). This discussion applies to U.S. Holders that purchase our ordinary shares and hold such ordinary shares as capital assets.\nThis discussion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated thereunder and\nadministrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly\nwith retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific\nU.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax\nlaw (such as certain financial institutions, insurance companies, dealers or traders in securities or other persons that generally mark\ntheir securities to market for U.S. federal income tax purposes, tax-exempt entities or governmental organizations, retirement plans,\nregulated investment companies, real estate investment trusts, grantor trusts, brokers, dealers or traders in securities, commodities,\ncurrencies or notional principal contracts, certain former citizens or long-term residents of the United States, persons who hold our\nordinary shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security”\nor integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly,\nindirectly or through attribution 10% or more of the voting power of our ordinary shares, corporations that accumulate earnings to avoid\nU.S. federal income tax, partnerships and other pass-through entities, and investors in such pass-through entities). This discussion\ndoes not address the Medicare tax on net investment income, U.S. state or local or non-U.S. tax consequences or any U.S. federal estate,\ngift or alternative minimum tax consequences.\n\n \n\nAs used in this discussion, the\nterm “U.S. Holder” means a beneficial owner of our ordinary shares who is, for U.S. federal income tax purposes, (i) an individual\nwho is a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax\npurposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate\nthe income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within\nthe United States is able to exercise primary supervision over its administration and one or more United States persons have the authority\nto control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a domestic\ntrust for U.S. federal income tax purposes.\n\n \n\nIf an entity treated as a partnership\nfor U.S. federal income tax purposes holds our ordinary shares, the U.S. federal income tax consequences relating to an investment in\nsuch ordinary shares will depend in part upon the status and activities of such entity and the particular partner. Any such entity should\nconsult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership\nand disposition of our ordinary shares.\n\n \n\nPersons considering an investment\nin our ordinary shares should consult their own tax advisors as to the particular tax consequences applicable to them relating to the\npurchase, ownership and disposition of our ordinary shares including the applicability of U.S. federal, state and local tax laws and non-U.S.\ntax laws.\n\n \n\n**Passive Foreign Investment Company Consequences**\n\n \n\nIn general, a corporation organized\noutside the United States will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either\n(i) at least 75% of its gross income is “passive income” or (ii) on average at least 50% of its assets, determined on a quarterly\nbasis, are assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally\nincludes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to\npassive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital\nor raised in a public offering, marketable securities, and other assets that may produce passive income. Goodwill is treated as an active\nasset under the PFIC rules to the extent attributable to activities that produce active income. Generally, in determining whether a non-U.S.\ncorporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at\nleast a 25% interest (by value) is taken into account. Although the law in this regard is not entirely clear, we treat our consolidated\nvariable interest entity as being owned by us for U.S. federal income tax purposes because we control their management decisions and are\nentitled to substantially all of the economic benefits associated with that entity.\n\n \n\n106\n\n \n\n \n\nThe determination\nof whether we are a PFIC is made annually after the close of each taxable year. This determination is based on the facts and circumstances\nat that time, some of which may be beyond our control, such as the amount and composition of our income and the valuation and composition\nof our assets, including goodwill and other intangible assets, as implied by the market price of our ordinary shares. In particular, because\nthe value of our assets for purposes of the asset test may be determined by reference to the market price of our ordinary shares, the\nrecent decline in the market price of our ordinary shares has resulted in a significant risk that we were a PFIC for our prior taxable\nyear (or, alternatively, that we may become a PFIC for the current or subsequent taxable years). The market price of our ordinary shares\nmay continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for any taxable year. In addition, the\ncomposition of our income and assets will also be affected by how, and how quickly, we use our liquid assets. If we determine not to deploy\nsignificant amounts of cash for active purposes, or if it were determined that we do not own the stock of the consolidated variable interest\nentity for U.S. federal income tax purposes, our risk of being a PFIC may substantially increase.\n\n \n\nIf we are a PFIC in any taxable\nyear during which a U.S. Holder owns our ordinary shares, and such U.S. Holder does not make a mark-to-market election as described below,\nsuch U.S. Holder will be subject to a special tax at ordinary income tax rates on “excess distributions” (generally, (i) any\ndistribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable\nyears, or, if shorter, the U.S. Holder’s\nholding period for our ordinary shares, and (ii) any gain recognized on a sale, exchange or other disposition, including a pledge,\nof our ordinary shares, whether or not we continue to be a PFIC). Under the PFIC excess distribution regime, the tax on such distribution\nor gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s\nholding period for our ordinary shares. The amount allocated to the current taxable year (i.e., the year in which the distribution\noccurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income\nearned in the current taxable year. The amount allocated to other taxable years will be taxed\nat the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year,\nand an interest charge, generally applicable to underpayments of tax, will be added to the tax. Additionally, if we are a PFIC in any\ntaxable year during which a U.S. Holder owns our ordinary shares, dividends paid by us will not be eligible for the special reduced rate\nof taxes described below under “—Distributions.” Classification as a PFIC may also have other adverse tax consequences,\nincluding, in the case of individuals, the denial of a step-up in the basis of his or her ordinary shares at death.\n\n \n\nIf we are a PFIC for any year\nduring which a U.S. Holder holds our ordinary shares, we must generally continue to be treated as a PFIC by that holder for all succeeding\nyears during which the U.S. Holder holds such ordinary shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder\nmakes a “deemed sale” election with respect to our ordinary shares. If the election is made, the U.S. Holder will be deemed\nto sell our ordinary shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC,\nand any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election,\nthe U.S. Holder’s ordinary shares would not be treated as shares of a PFIC unless we subsequently become a PFIC.\n\n \n\nIf we are a PFIC for any taxable\nyear during which a U.S. Holder holds our ordinary shares and one of our subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S.\nHolder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be taxed under the\nPFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC\neven though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Any of our subsidiaries that have\nelected to be disregarded as entities separate from us or as partnerships for U.S. federal income tax purposes would not be corporations\nunder U.S. federal income tax law and accordingly, cannot be classified as lower-tier PFICs. However, subsidiaries that have not made\nthe election may be classified as a lower-tier PFIC if we are a PFIC during a U.S. Holder’s holding period and the subsidiary meets\nthe income test or asset test described above. Each U.S. Holder is advised to consult its tax advisors regarding the application of the\nPFIC rules to any of our subsidiaries.\n\n \n\n107\n\n \n\n \n\nIf we are a PFIC, a U.S. Holder\nwill not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our ordinary shares if a valid\n“mark-to-market” election is made by the U.S. Holder for our ordinary shares. An electing U.S. Holder generally would take\ninto account as ordinary income each year, the excess of the fair market value of our ordinary shares held at the end of such taxable\nyear over the adjusted tax basis of such ordinary shares. The U.S. Holder would also take into account, as an ordinary loss each year,\nthe excess of the adjusted tax basis of such ordinary shares over their fair market value at the end of the taxable year, but only to\nthe extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election.\nThe U.S. Holder’s tax basis in our ordinary shares would be adjusted to reflect any income or loss recognized as a result of the\nmark-to-market election. Any gain from a sale, exchange or other disposition of our ordinary shares in any taxable year in which we are\na PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary\nloss to the extent of any net mark-to-market gains previously included in income and thereafter as capital loss. If, after having been\na PFIC for a taxable year, we cease to be classified as a PFIC, the U.S. Holder would not be required to take into account any latent\ngain or loss in the manner described above and any gain or loss recognized on the sale or exchange of the ordinary shares would be classified\nas a capital gain or loss.\n\n \n\nA mark-to-market election is\navailable to a U.S. Holder only for “marketable stock.” Generally, stock will be considered marketable stock if it is “regularly\ntraded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations. A class of stock is regularly\ntraded during any calendar year during which such class of stock is traded, other than in de minimis quantities, on at least fifteen (15)\ndays during each calendar quarter.\n\n \n\nOur ordinary shares will be marketable\nstock as long as they remain listed on the Nasdaq Capital Market and are regularly traded. If the ordinary shares are delisted from the\nNasdaq Capital Market, our ordinary shares will only be treated as “marketable stock” for purposes of the mark-to-market election\ninsofar as they are traded on certain other U.S. stock exchanges or on a non-U.S. stock exchange so long as (i) the non-U.S. stock exchange\nis regulated or supervised by a governmental authority in the country in which the exchange is located; (ii) the non-U.S. stock exchange\nhas trading volume, listing, financial disclosure, surveillance and other requirements designed to prevent fraudulent and manipulative\nacts and practices, remove impediments to, and perfect the mechanism of, a free and open, fair and orderly, market and to protect investors;\n(iii) the laws of the country in which the non-U.S. stock exchange is located and the rules of the exchange ensure that these requirements\nare actually enforced; and (iv) the rules of the exchange ensure active trading during any calendar year during which they are traded,\nother than in de minimis quantities, on at least 15 days during each calendar quarter. A mark-to-market election will not apply to the\nordinary shares for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable\nyear in which we become a PFIC.\n\n \n\nSuch mark-to-market election\nwill not apply to any of our subsidiaries. Therefore, a U.S. Holder would continue to be subject to the excess distribution rules with\nrespect to any of our subsidiaries that are PFICs, any distributions received by us from a subsidiary that is a PFIC and any gain recognized\nby us upon a sale of equity interests in a subsidiary that is a PFIC, even if the U.S. Holder has made a mark-to-market election with\nrespect to our ordinary shares. Accordingly, a U.S. Holder may not be able to mitigate the adverse tax consequences attributable to any\nlower-tier PFICs notwithstanding the U.S. Holder’s mark-to-market election for the ordinary shares. The interaction of the mark-to-market\nrules and the rules governing lower-tier PFICs is complex and uncertain. U.S. Holders should consult their tax advisors regarding the\nmark-to-market election rules.\n\n  \n\nThe tax consequences that would\napply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing\nfund, or QEF, election. As we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEF election,\nU.S. Holders should assume that a QEF election will not be available.\n\n \n\nU.S. Holders that own equity\ninterests in a PFIC generally must annually file IRS Form 8621, and may be required to file other IRS forms. A failure to file one or\nmore of these forms as required may toll the running of the statute of limitations in respect of each of a U.S. Holder’s taxable\nyears for which such form is required to be filed. As a result, the taxable years with respect to which a U.S. Holder fails to file the\nform may remain open to assessment by the IRS indefinitely, until the form is filed.\n\n \n\n108\n\n \n\n \n\n**The U.S. federal income tax\nrules relating to PFICs are very complex. U.S. Holders and prospective U.S. investors are strongly urged to consult their own tax advisors\nwith respect to the impact of PFIC status on the purchase, ownership and disposition of our ordinary shares, the consequences to them\nof an investment in a PFIC, any elections available with respect to the ordinary shares and the IRS information reporting obligations\nwith respect to the purchase, ownership and disposition of ordinary shares of a PFIC.**\n\n \n\n**Distributions**\n\n \n\nSubject to the discussion above\nunder “— Passive Foreign Investment Company Consequences,” a U.S. Holder that receives a distribution with respect to\nour ordinary shares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually\nor constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits\n(as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because\nit exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free\nreturn of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s ordinary shares. To the extent the\ndistribution exceeds the adjusted tax basis of the U.S. Holder’s ordinary shares, the remainder will be taxed as capital gain. Because\nwe may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all\ndistributions to be reported to them as dividends.\n\n \n\nDistributions on our ordinary\nshares that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes\nand generally will constitute passive category income. Such dividends will not be eligible for the “dividends received’’\ndeduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations. Dividends received by\nan individual with respect to the ordinary shares will be subject to taxation at a preferential rate if the dividends are “qualified\ndividends.” Subject to certain exceptions for short-term positions, dividends paid on the ordinary shares will be treated as qualified\ndividends if: (i) the ordinary shares are readily tradable on an established securities market in the United States or we are eligible\nfor the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of\nthis provision and that includes an exchange of information program; and (ii) we were not, in the year prior to the year in which the\ndividend was paid, and are not, in the year in which the dividend is paid, a PFIC (see discussion above under “— Passive Foreign\nInvestment Company Consequences’’).\n\n  \n\nDividends will be included in\na U.S. Holder’s income on the date of the depositary’s receipt of the dividend. The amount of any dividend income paid in\nnon-U.S. currency will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt, regardless\nof whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt,\na U.S. Holder should not be required to recognize foreign currency gain or loss in respect to the dividend income. A U.S. Holder may have\nforeign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.\n\n \n\nIn the event that we are deemed\nto be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “Item 10. Additional Information—E. Taxation—\nPeople’s Republic of China Taxation”), a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ordinary\nshares. In that case, we may, however, be eligible for the benefits of the Agreement Between the Government of the United States of America\nand the Government of the People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Tax Evasion with\nRespect to Taxes on Income (the “Treaty”). If we are eligible for such benefits, dividends we pay on our ordinary shares would\nbe eligible for the reduced rates of taxation described above. Subject to generally applicable limitations and conditions, PRC dividend\nwithholding tax paid at the appropriate rate applicable to the U.S. Holder may be eligible for a credit against such U.S. Holder’s\nU.S. federal income tax liability. These generally applicable limitations and conditions include new requirements recently adopted by\nthe U.S. Internal Revenue Service (“IRS”), and any PRC tax will need to satisfy these requirements in order to be eligible\nto be a creditable tax for a U.S. Holder. In the case of a U.S. Holder that is eligible for, and properly elects, the benefits of the\nTreaty, the PRC tax on dividends will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all\nother U.S. Holders, the application of these requirements to the PRC tax on dividends is uncertain, and we have not determined whether\nthese requirements have been met. If the PRC dividend tax is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect\nto claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, the U.S. Holder may be able to deduct\nthe PRC tax in computing such U.S. Holder’s taxable income for U.S. federal income tax purposes. Dividend distributions will constitute\nincome from sources without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will constitute\n“passive category income” for foreign tax credit purposes.\n\n \n\n109\n\n \n\n \n\nThe availability and calculation\nof foreign tax credits and deductions for foreign taxes depend on a U.S. Holder’s particular circumstances and involve the application\nof complex rules to those circumstances. U.S. Holders should consult their own tax advisors regarding the application of these rules to\ntheir particular circumstances.\n\n \n\n**Sale, Exchange or Other Disposition of Our Ordinary\nShares**\n\n \n\nSubject to the discussion above\nunder “— Passive Foreign Investment Company Consequences,’’ a U.S. Holder generally will recognize capital gain\nor loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our ordinary shares in an amount equal to\nthe difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on\nthe sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the ordinary shares. Such capital gain or loss\ngenerally will be long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on the\ndate of sale, exchange or other disposition, the ordinary shares were held by the U.S. Holder for more than one year. Any capital gain\nof a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses\nis subject to limitations.\n\n \n\nCapital gain or loss realized\nby a U.S. Holder on the sale or other disposition of the ordinary shares generally will be U.S. source gain or loss for U.S. foreign tax\ncredit purposes. However, in the event that gain from the disposition of the ordinary shares is subject to tax in the PRC, such gain may\nbe treated as PRC source gain under the Treaty. Under the new foreign tax credit requirements recently adopted by the IRS, any PRC tax\nimposed on the sale or other disposition of the ordinary shares generally will not be treated as a creditable tax for U.S. foreign tax\ncredit purposes except in the case of a U.S. Holder that is eligible for, and properly elects to claim, the benefits of the Treaty. If\nthe PRC tax is not a creditable tax or claimed as a credit by the U.S. Holder pursuant to the Treaty, the tax would reduce the amount\nrealized on the sale or other disposition of the shares even if the U.S. Holder has elected to claim a foreign tax credit for other taxes\nin the same year. U.S. Holders should consult their own tax advisors regarding the application of the foreign tax credit rules to a sale\nor other disposition of the ordinary shares and any PRC tax imposed on such sale or disposition.\n\n \n\n**Foreign Financial Asset Reporting.**\n\n \n\nIndividual U.S. Holders that\nown “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year,\nor $75,000 at any time during the taxable year, are generally required to file an information statement along with their tax returns,\ncurrently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held\nat a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial\ninstitutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend\nthis reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in “specified\nforeign financial assets” based on objective criteria. U.S. Holders who fail to report the required information could be subject\nto substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective\ninvestors are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application\nof the rules to their particular circumstances.\n\n \n\n**Information Reporting and Backup Withholding**\n\n \n\nDividends on and proceeds from\nthe sale or other disposition of our ordinary shares may be reported to the IRS unless the U.S. Holder establishes a basis for exemption.\nBackup withholding may apply to amounts subject to reporting if the holder (i) fails to provide an accurate U.S. taxpayer identification\nnumber or otherwise establish a basis for exemption, or (ii) is described in certain other categories of persons. However, U.S. Holders\nthat are corporations generally are excluded from these information reporting and backup withholding tax rules.\n\n \n\nBackup withholding is not an\nadditional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S.\nHolder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the\nIRS.\n\n \n\nU.S. Holders should consult their\nown tax advisors regarding the backup withholding tax and information reporting rules.\n\n \n\n110\n\n \n\n \n\n**EACH PROSPECTIVE INVESTOR\nIS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR ORDINARY SHARES IN LIGHT OF THE INVESTOR’S\nOWN CIRCUMSTANCES.**\n\n \n\nProspective investors should\nconsult their professional advisers on the possible tax consequences of buying, holding or selling any ordinary shares under the laws\nof their country of citizenship, residence or domicile.\n\n \n\nThe following is a discussion\non certain Cayman Islands income tax consequences of an investment in the ordinary shares. The discussion is a general summary of present\nlaw, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s\nparticular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.\n\n \n\n**Cayman Islands Taxation**\n\n \n\nThe Cayman Islands currently\nlevies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature\nof inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands\nexcept for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands.\nThe Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no\nexchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\n**PRC Taxation**\n\n \n\nUnder the PRC Enterprise Income\nTax Law and its implementation rules, an enterprise established outside China with “de facto management body” within China\nis considered a resident enterprise. The implementation rules define the term “de facto management body” as the body that\nexercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an\nenterprise. In April 2009, the State Administration of Taxation issued the Circular on Issues Concerning the Identification of Chinese-Controlled\nOverseas Registered Enterprises as Resident Enterprises in Accordance With the Actual Standards of Organizational Management, known as\nCircular 82, which has been revised by the Decision of the State Administration of Taxation on Issuing the Lists of Invalid and Abolished\nTax Departmental Rules and Taxation Normative Documents on December 29, 2017 and by the Decision of the State Council on Cancellation\nand Delegation of a Batch of Administrative Examination and Approval Items on November 8, 2013. Circular 82 has provided certain specific\ncriteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore\nis located in China. The STA issued Chinese-Controlled Offshore Incorporated Resident Enterprises Income Tax Regulation, or the Bulletin\n45, which took effect on September 1, 2011 and was most recently amended on June 15, 2018, to provide more guidance on the implementation\nof Circular 82 and to clarify the reporting and filing obligations of Chinese-controlled offshore incorporated resident enterprises. Bulletin\n45 also provides procedures and administrative details for the determination of resident status and administration of post-determination\nmatters. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled\nby PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general\nposition on how the “de facto management body” text should be applied in determining the tax resident status of all offshore\nenterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will\nbe regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following\nconditions are met: (i) the places where the senior management and senior management departments responsible for the daily production,\noperation and management of the enterprise perform their duties are mainly located within the territory of the PRC ; (ii) decisions\nrelating to the enterprise’s financial matters (such as money borrowing, lending, financing and financial risk management) and human\nresource matters (such as appointment, dismissal and salary and wages) are made or are subject to approval by organizations or personnel\nin China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions,\nare located or maintained in China; and (iv) at least 50% of voting board members or senior executives habitually reside in China.\n\n \n\n111\n\n \n\n \n\nAccording to the Enterprise Income\nTax Law and the Announcement on Issues concerning the Implementation of the Preferential Income Tax Policies regarding High-Tech Enterprises\npromulgated by the SAT on June 19, 2017, enterprises qualified as “high-tech enterprises” are entitled to a 15% enterprise\nincome tax rate rather than the 25% uniform statutory tax rate. The preferential tax treatment continues as long as an enterprise can\nretain its “high-tech enterprise” status. Under the Implementation Rules, a “de facto management body” is defined\nas a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources,\nfinances and properties of an enterprise. The Administrative Measures for the Recognition of High-tech Enterprises were revised in 2025\nto further standardize the recognition process.\n\n \n\nSee\nnote 13 of the notes to the consolidated financial statements included elsewhere in this annual report for a discussion of taxation.\n\n \n\n**F. Dividends and Paying Agents**\n\n \n\nNot applicable.\n\n \n\n**G. Statement by Experts**\n\n \n\nNot applicable.\n\n \n\n**H. Documents on Display**\n\n \n\nWe previously filed with the\nSEC our registration statement on Form F-1 (Registration No. 333-251234), as amended, including the prospectus contained therein, to register\nour ordinary shares in relation to our initial public offering. We are subject to certain of the informational filing requirements of\nthe Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange\nAct prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from\nthe reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their\npurchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently\nor as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC\nan Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website\nat http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.\n\n \n\nWe maintain a website at http://www.infobird.com.\nInformation contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into,\nthis annual report.\n\n \n\n**I. Subsidiary Information**\n\n \n\nFor information on our subsidiaries,\nsee “Item 4. Information on the Company—A. History and Development of the Company and C. Organizational Structure”,\nnote 1 to our consolidated financial statements included in “Item 18. Financial Statements” and Exhibit 8.1 to this annual\nreport."}