UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER ~~PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934~~

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

Commission File Number: 001-40301

Infobird Co., Ltd

(Registrant’s Name)

Room 706, 7/F, Low Block, Grand Millennium Plaza,

181 Queen’s Road Central, Central, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Infobird,” “we,” “us” and “our” refer to Infobird Co., Ltd and its subsidiaries.

Entry into a Material Agreement

OnAs disclosed in the current report on Form 6-K filed on December 6, 2024, Infobird Co., Ltd (the “Company”) entered into an equity acquisition agreement (the “Equity Acquisition Agreement”) with One One Business Limited ~~(the “Seller”), in a single transaction, to acquire 32% of the issued and outstanding equity of Pure Tech Global Limited (“Pure Tech”) at closing (the “December Transaction”)~~. The acquisition is expected to be closed on or before January 2025 . Pure Tech indirectly wholly controls Pinmu Century (Beijing) Marketing Technology Co., Ltd, a variable interest entity, and its subsidiaries, and Zhenxi Brand Marketing Consulting (Shanghai) Centre, a variable interest entity, and its subsidiaries. The aggregate purchase price for the equity acquisition was approximately $25.7 million, inclusive of transaction costs, and will be funded using the cash on hand of $19.8 million and a senior convertible promissory note of $5.9 million.

~~Previously,~~On inDecember ~~November~~20, 2024, the ~~Company~~transaction contemplated in the Equity Acquisition Agreement closed. The Company paid $19.8 million in cash and issued a senior convertible note in the principal amount of US$5,953,095 (the “Convertible Note”). The Convertible Note includes an original issue discount of fifteen percent (15%) of the aggregate ~~equity~~principal ~~transaction~~amount. ~~Shangri-La~~After ~~Trading~~closing, ~~Limited~~the toCompany ~~acquire~~has 65become the legal and beneficial owner of 97% of the issued and outstanding equity of Pure Tech Global Limited. ~~After~~The Convertible Note bears an interest at a rate of 5% per annum. The Convertible Note will mature and be due and payable in full on the ~~closing~~date that is twenty-four (24) months following the date of the Convertible Note. At the option of the holder, ~~December~~the ~~Transaction~~Convertible Note shall be convertible into ordinary shares (“Conversion Shares”) of the Company. If the Company exercises its right to prepay the Convertible Note, the Company ~~will~~shall ~~own~~make anpayment ~~aggregate~~to the holder of 97an amount in cash equal to 115% (the “Prepayment Premium”) multiplied by the then outstanding balance of the ~~issued~~Convertible ~~and~~Note being prepaid. Subject to the approval set forth in the Convertible Note, the holder has the right to convert all or any portion of the outstanding ~~equity~~balance into the ordinary shares of ~~Pure~~the Company, ~~Tech~~and the conversion price (the “Conversion Price”) should be calculated with a discount of forty percent (40%) of the lowest closing price of the last thirty (30) trading days immediately prior to the date of the conversion notice, provided that the Conversion Price shall not be lower than US$0.4.

~~Pure~~The ~~Tech~~issuances ~~Overview~~of the Convertible Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing descriptions of the Convertible Note are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the Convertible Note, which are attached hereto as Exhibit 10.1.

~~Pure~~Financial ~~Tech~~Statements and ~~its subsidiaries are a technology company specializing in digital advertising and marketing campaign for customers~~Exhibits. ~~With digital technology, Pure Tech develops effective and efficient online marketing strategies for customers.~~

Based on the software and technology advantages built by years of research and development investments, as well as years of accumulated experience in digital marketing and intelligent customer service, Infobird vertically expands the market in the maternal and infant vertical field within the same industry, explores more customer opportunities, and enhances the company's value and competitiveness in the industry.

The foregoing description of the Equity Acquisition Agreement is qualified in its entirety by reference to the full text of the form thereof, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Safe Harbor Statement

This Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,” “are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking statements include, without limitation, the consummation of the transaction discussed hereunder, and comments by the management about the benefits of these transactions. All statements other than statements of historical fact in this Form 6-K are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

Exhibits

Exhibit No		Description
Exhibit No.		Description
10.1		~~Form~~Convertible ofPromissory ~~Equity~~Note ~~Acquisition~~dated ~~Agreement~~December 20, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INFOBIRD CO., LTD	~~INFOBIRD CO., LTD~~
Date:	December 6, 2024	By:	/s/ Yiting Song
Date: December 20, 2024	By:	/s/ Yiting Song
			Yiting Song, Chief Financial Officer
	Name:	Yiting Song
	Title:	Chief Financial Officer

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