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Zhibao Technology Inc. Announces Closing of $154.7 Million PIPE Financing

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Zhibao Technology (NASDAQ: ZBAO) has closed a previously announced private investment in public equity (PIPE), issuing an aggregate 442,000,000 PIPE Units at $0.35 per Unit for total gross proceeds of $154,700,000.

According to Zhibao, each Unit includes one Class A Ordinary Share and a two-year Warrant to purchase one Class A Ordinary Share at an exercise price of $0.35. Investors fully paid the purchase price by contributing 2,380 Bitcoins to the company’s designated wallet, based on a reference price of $65,000 per Bitcoin as of July 30, 2026. Zhibao delivered 395,678,152 Units at closing, with 46,321,848 additional Units to be issued after shareholder approval with no further consideration. The company plans to use commercially reasonable efforts to file a Form F-1 registration statement within 45 days of July 31, 2026 to cover resale of the PIPE and certain management shares.

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Positive

  • $154.7 million PIPE proceeds fully funded via 2,380 Bitcoins
  • Issuance of 442,000,000 PIPE Units strengthens capital base
  • Two-year warrants at $0.35 could provide additional capital upon exercise
  • Investors paid in Bitcoin at a reference price of $65,000 per BTC
  • Planned Form F-1 filing within 45 days may facilitate resale liquidity

Negative

  • Up to 442,000,000 new shares plus warrant shares imply substantial potential dilution
  • Remaining 46,321,848 Units depend on future shareholder approval

Market reaction after PIPE financing closing: ZBAO -5.79%

-5.79% $0.21 3.9x vol
15m delay
-5.79% Vs previous close
+5.3% Peak in 17 min
$0.21 Last Price
$0.20 $0.26 Day Range
$7.26M Market Cap
3.9x Rel. Volume

Following this news, ZBAO has declined 5.79%, reflecting a notable negative market reaction. Argus tracked a peak move of +5.3% during the session. Our momentum scanner has triggered 20 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.21. Trading volume is very high at 3.9x the average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The momentum scanner showed XHG down -7.402631640434265%, while ZBAO's pre-publication 24-hour chang...
Analysis

The momentum scanner showed XHG down -7.402631640434265%, while ZBAO's pre-publication 24-hour change was 7.76%, indicating divergence. Issuance, warrants, and shareholder approval remain key risks to monitor.

Key Figures

PIPE financing: $154.7 million PIPE units: 442,000,000 units Purchase price: $0.35 per Unit +5 more
8 metrics
PIPE financing $154.7 million Aggregate purchase price at closing
PIPE units 442,000,000 units Each unit included one Class A ordinary share and one warrant
Purchase price $0.35 per Unit PIPE financing
Units delivered 395,678,152 units Delivered at closing
Units pending delivery 46,321,848 units To be delivered following shareholder approval
Bitcoin contribution 2,380 Bitcoins Consideration contributed to the Company's designated wallet
Bitcoin reference price $65,000 per Bitcoin Reference price determined with reference to July 30, 2026 market prices
Registration filing timeframe 45 calendar days Following the July 31, 2026 effective date

Historical Context

5 past events · Latest: Aug 12 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Aug 12 AI joint venture Positive +3.3% Joint venture targeted AI-native embedded long-term insurance services
Jul 31 PIPE financing agreement Positive +16.0% Signed financing agreement involving units, warrants, and Bitcoin consideration
Jul 22 Bitcoin financing term sheet Positive +44.8% Proposed PIPE financing contemplated approximately 3,500 Bitcoin as consideration
Jul 15 Nasdaq deficiency notice Negative -11.6% Nasdaq cited noncompliance with the minimum bid price requirement
Jul 08 Embedded insurance cooperation Positive -33.0% Three-year agreement expanded embedded insurance access through a civic platform

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive announcements aligned with gains in 4 of 5 recent events, while one cooperation announcement diverged with a decline.

Key Terms

private investment in public equity, regulation s, warrant, form f-1
4 terms
private investment in public equity financial
"private investment in public equity ("PIPE") financing"
Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.
regulation s regulatory
"in reliance upon Regulation S under the Securities Act of 1933"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
warrant financial
"one Warrant to purchase one Class A Ordinary Share"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
form f-1 regulatory
"file a registration statement on Form F-1 with the U.S. Securities"
A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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KEY HIGHLIGHTS

  • $154.7 Million PIPE Financing Closed: Zhibao Technology Inc. (NASDAQ: ZBAO) ("Zhibao," "we," or the "Company") has closed its previously announced private investment in public equity ("PIPE") financing for an aggregate purchase price of $154,700,000.
  • Streamlined Unit Structure: The transaction comprises 442,000,000 PIPE Units at $0.35 per Unit (each consisting of one Class A Ordinary Share and one two-year Warrant exercisable at $0.35 per share), with 395,678,152 Units delivered at closing and the remaining 46,321,848 Units to be delivered following shareholder approval.

Shanghai, China--(Newsfile Corp. - August 17, 2026) - Zhibao Technology Inc. (NASDAQ: ZBAO) ("Zhibao," "we," or the "Company"), a leading high-growth InsurTech company and pioneer of the 2B2C digital embedded insurance model in China, today announced the successful closing of its private placement financing pursuant to the Securities Purchase Agreement dated July 31, 2026, as amended on August 17, 2026 (the "Amended Securities Purchase Agreement"), with a syndicate of non-U.S. investors (the "Investors") in reliance upon Regulation S under the Securities Act of 1933, as amended.

Pursuant to the Amended Securities Purchase Agreement, the Company has completed the PIPE financing for an aggregate of 442,000,000 PIPE Units at a purchase price of $0.35 per Unit, representing an aggregate purchase price of $154,700,000. The total purchase price has been fully satisfied and deemed paid in full at the closing through the contribution by the Investors of 2,380 Bitcoins to the Company's designated wallet account, based on a reference price of $65,000 per Bitcoin determined with reference to prevailing market prices as of July 30, 2026.

Each PIPE Unit consists of one Class A Ordinary Share, par value $0.0001 per share, and one Warrant to purchase one Class A Ordinary Share at an exercise price of $0.35 per share, exercisable for a period of two years from the closing date. At the closing, the Company delivered 395,678,152 PIPE Units, with the remaining 46,321,848 PIPE Units to be delivered following shareholder approval, with no additional consideration required from any Investor.

Management Commentary

"The successful closing of this $154.7 million investment marks one of the most transformational moments in Zhibao's 10-year history, strengthening our financial foundation and significantly accelerating our future growth potential," said Mr. Botao Ma, Director of Zhibao. "Our teams and operating entities remain passionately committed to following through on our foundational vision: providing the world's best digital insurance brokerage services to individuals and small- and medium-sized enterprises (SMEs) via our 2B2C business model and utilizing our Platform as a Service (PaaS)."

Mr. Ma continued: "I am very hopeful for the future as this investment solidifies our foundations and ensures we are even better positioned to deepen our scenario integrations, expand our AI-driven capabilities, and provide top-notch service to our existing and future clients. Our investors bring with them deep understanding and technical ability of cryptocurrency markets and Web3 infrastructure. I am confident that our combined might will unlock new and innovative synergies and scenarios that will extend our lead in the Insurtech space and unlock sustainable, long-term value for our shareholders, partners, and clients worldwide."

Registration Rights

Under the terms of the transaction agreements, the Company will use commercially reasonable efforts to file a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (SEC) within forty-five (45) calendar days following the July 31, 2026 effective date, covering the resale of the Class A Ordinary Shares, Warrant Shares, and certain management shares.

About Zhibao Technology Inc.

Zhibao Technology Inc. is a leading and high-growth InsurTech company primarily engaging in providing digital insurance brokerage services through its operating entities ("Zhibao China Group") in China. 2B2C ("to-business-to-customer") digital embedded insurance is the Company's innovative business model, which Zhibao China Group pioneered in China. Zhibao China Group launched the first digital insurance brokerage platform in China in 2020, which is powered by their proprietary PaaS ("Platform as a Service").

Zhibao has developed over 40 proprietary and innovative digital insurance solutions addressing different scenarios in a wide range of industries, including but not limited to travel, sports, logistics, utilities, and e-commerce. Zhibao acquires and analyzes customer data, utilizes big data and AI technology to continually iterate and enhance its digital insurance solutions. This iterative process, in addition to continually improving its digital insurance solutions, will keep it abreast of the new trends and customer preferences in the market. For more information, please visit: ir.zhibao-tech.com.

Forward-Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "is/are likely to," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, the receipt of shareholder approval, the satisfaction of post-closing covenants, and other factors discussed in the "Risk Factors" section of our annual reports on Form 20-F (as amended) and registration statements on Form F-1 (as amended) that have been filed or will be filed from time to time with the SEC. 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 the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statements and other filings with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov.

Investor Relations Contact

Zhibao Technology Inc.
Investor Relations
Office Email: ir@zhibao-tech.com

Skyline Corporate Communications Group, LLC
Scott Powell, President
Avenues Tower
1177 Avenue of the Americas, 5th floor
New York, NY 10036
Office: (646) 893-5835
Email: info@skylineccg.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/309888

FAQ

What is included in Zhibao Technology's $154.7 million PIPE financing (NASDAQ: ZBAO)?

Zhibao Technology completed a PIPE financing of $154.7 million, issuing 442,000,000 PIPE Units at $0.35 each. According to Zhibao, each Unit contains one Class A Ordinary Share and a two-year Warrant to buy one additional share at an exercise price of $0.35.

How many PIPE Units did Zhibao Technology (ZBAO) issue and when are they delivered?

Zhibao agreed to issue an aggregate 442,000,000 PIPE Units in this financing. According to Zhibao, 395,678,152 Units were delivered at closing, with 46,321,848 Units to be delivered after shareholder approval, without requiring any additional consideration from investors.

How was the $154.7 million PIPE financing for Zhibao Technology (ZBAO) paid and what role did Bitcoin play?

The PIPE purchase price was fully paid using 2,380 Bitcoins contributed to Zhibao’s wallet. According to Zhibao, the transaction used a reference price of $65,000 per Bitcoin, based on prevailing market prices as of July 30, 2026, to determine the aggregate dollar amount.

What are the warrant terms in Zhibao Technology's August 2026 PIPE financing (ZBAO)?

Each PIPE Unit includes a Warrant to buy one Class A Ordinary Share at $0.35 per share. According to Zhibao, the Warrants are exercisable for two years from the closing date, potentially leading to additional share issuance and cash proceeds if exercised.

When will Zhibao Technology (NASDAQ: ZBAO) register the PIPE and management shares with the SEC?

Zhibao plans to use commercially reasonable efforts to file a Form F-1 registration statement within 45 days of July 31, 2026. According to Zhibao, this filing will cover resale of the PIPE Class A shares, Warrant Shares, and certain management shares.

How might Zhibao Technology's $154.7 million PIPE financing affect existing ZBAO shareholders?

The PIPE involves issuing 442,000,000 new shares plus associated Warrant Shares, creating significant potential dilution for existing holders. According to Zhibao, 395,678,152 Units are already issued, with 46,321,848 more pending shareholder approval, which could further expand the share count.