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.
 Ban Lor
FirstName LastNameBan Lor Ltd.
Powerbridge Technologies Co.,
Comapany 27, 2018
November NamePowerbridge Technologies Co., Ltd.
November 27, 2018 Page 2
Page 2
FirstName LastName
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.
 Ban Lor
FirstName LastNameBan Lor Ltd.
Powerbridge Technologies Co.,
Comapany 27, 2018
November NamePowerbridge Technologies Co., Ltd.
November 27, 2018 Page 3
Page 3
FirstName LastName
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;
 Ban Lor
FirstName LastNameBan Lor Ltd.
Powerbridge Technologies Co.,
Comapany 27, 2018
November NamePowerbridge Technologies Co., Ltd.
November 27, 2018 Page 4
Page 4
FirstName LastName
             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.
 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,
FirstName LastNameBan Lor
                                                          Division of
Corporation Finance
Comapany NamePowerbridge Technologies Co., Ltd.
                                                          Office of Information
Technologies
November 27, 2018 Page 5                                  and Services
FirstName LastName