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Zhibao Technology Inc. Announces Signing a Non-Binding Term Sheet for Approximately 3,500 Bitcoins as Consideration for PIPE Financing

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Zhibao Technology (NASDAQ: ZBAO) signed a non-binding term sheet with JOYERTECH AND INFORMATION OPC for a proposed PIPE financing in which the buyer, or its designee, intends to subscribe for Zhibao securities using consideration expected to include approximately 3,500 Bitcoin (BTC), subject to final valuation and multiple reviews.

The Transaction is contingent on due diligence, definitive agreements, corporate and regulatory approvals, and Nasdaq listing compliance, with no assurance of completion. The buyer is expected to designate a majority of Zhibao’s board at closing, while the current management team is expected to continue operating the legacy business until any restructuring.

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Positive

  • Non-binding PIPE term sheet with consideration expected to include ~3,500 BTC
  • Buyer expected to designate majority of board at PIPE closing
  • Current management team expected to continue overseeing legacy operations during any transition

Negative

  • Term sheet is non-binding with no assurance the Transaction will close
  • Closing subject to extensive due diligence, approvals, and Nasdaq compliance
  • Bitcoin consideration subject to valuation, custody, audit, and regulatory review
  • Proposed control transition gives Buyer board majority, creating governance uncertainty for existing shareholders

Market reaction after PIPE financing term sheet: ZBAO +44.75% in the Jul 22 session

+44.75% 23.5x vol
210 alerts
+44.75% Session close to close
+138.4% Peak Tracked
-20.6% Trough Tracked
$8.92M Market Cap
23.5x Rel. Volume

In the Jul 22 session, ZBAO gained 44.75%, reflecting a significant positive market reaction. Argus tracked a peak move of +138.4% during that session. Argus tracked a trough of -20.6% from its starting point during tracking. Our momentum scanner triggered 210 alerts that day, indicating exceptionally high trading interest and price volatility. Trading volume was exceptionally heavy at 23.5x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +44.8% in the session following this news. ZBAO’s prior cooperation announcement wa...
Analysis

The stock surged +44.8% in the session following this news. ZBAO’s prior cooperation announcement was followed by a -32.96% 24-hour move. The proposed PIPE remained non-binding, with control transition and closing conditions unresolved; definitive agreements, approvals, and Nasdaq compliance were stated risks.

Key Figures

Bitcoin consideration: approximately 3,500 BTC Announcement date: July 22, 2026
2 metrics
Bitcoin consideration approximately 3,500 BTC proposed PIPE financing; subject to final valuation and closing conditions
Announcement date July 22, 2026 date stated in the announcement

Historical Context

5 past events · Latest: Jul 15 (Negative)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jul 15 Nasdaq deficiency Negative -11.6% Deficiency letter cited minimum bid below $1.00 from May 27 through July 9
Jul 08 Insurance cooperation Positive -33.0% Three-year embedded insurance agreement expanded potential access to nearly 20 million registered users
May 15 Director appointment Positive +9.3% Subsidiary appointed Jun Xu as independent director following reinsurance rating disclosures
Apr 07 Investor events Neutral -2.4% Company announced earnings call and investor webinar participation scheduled for April 17
Mar 31 Earnings results Positive -0.8% Six-month results showed revenue growth, gross profit, and a net income turnaround

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

Pattern Detected

Responses were mixed: two positive announcements were followed by declines, while one positive announcement was followed by a gain.

Key Terms

non-binding term sheet, private investment in public equity, pipe financing
3 terms
non-binding term sheet financial
"has entered into a non-binding term sheet with JOYERTECH AND INFORMATION OPC"
A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.
private investment in public equity financial
"proposed 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.
pipe financing financial
"securities in a proposed PIPE financing of the Company"
Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

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

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Shanghai, China--(Newsfile Corp. - July 22, 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 that it has entered into a non-binding term sheet (the "Term Sheet") with JOYERTECH AND INFORMATION OPC (the "Buyer") outlining the principal terms of a proposed private investment in public equity ("PIPE") financing (the "Transaction").

The signed term sheet is non-binding and the proposed Transaction remains subject to, among other things, the completion of satisfactory legal, financial, and operational due diligence, the negotiation and execution of definitive agreements, applicable corporate and regulatory approvals, compliance with Nasdaq listing requirements, and the satisfaction of other customary closing conditions. No assurance can be given that definitive agreements will be executed or that the proposed Transaction will be consummated on the terms described herein, or at all.

Key Transaction Structure & Strategic Highlights

  • PIPE Issuance & Bitcoin Consideration: The Buyer (or its designated entity) intends to subscribe for securities in a proposed PIPE financing of the Company, with consideration expected to include approximately 3,500 Bitcoin ("BTC"), subject to final valuation, custodial arrangements, audit verification, regulatory review, Nasdaq compliance, and the execution of definitive agreements.
  • Proposed Control Transition: Subject to the terms and conditions of definitive agreements, the Company intends to maintain its existing operations while the Buyer is expected to designate a majority of the members of the board of directors at the closing of the PIPE financing.
  • Management of existing business: Until the separation, disposition, or other restructuring of the Company's existing business, the current management team is expected to continue overseeing the day-to-day operations of the legacy business.

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, 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/306083

FAQ

What did Zhibao Technology (NASDAQ: ZBAO) announce on July 22, 2026 about PIPE financing?

Zhibao Technology announced a non-binding term sheet for a proposed PIPE financing with JOYERTECH AND INFORMATION OPC. According to Zhibao, the buyer intends to subscribe for company securities, with consideration expected to include approximately 3,500 Bitcoin, subject to detailed conditions and approvals.

How many Bitcoins are involved in Zhibao Technology’s proposed PIPE deal (ZBAO)?

The proposed PIPE financing consideration is expected to include approximately 3,500 Bitcoin. According to Zhibao, this BTC-based consideration remains subject to final valuation, custodial arrangements, audit verification, regulatory review, Nasdaq compliance, and execution of definitive agreements before any transaction could be completed.

Is Zhibao Technology’s PIPE term sheet with JOYERTECH binding for ZBAO shareholders?

No, the term sheet is explicitly non-binding and does not guarantee a closing. According to Zhibao, completion of the proposed Transaction depends on due diligence, negotiation and signing of definitive agreements, corporate and regulatory approvals, and satisfaction of customary closing conditions.

How will the proposed PIPE financing affect board control at Zhibao Technology (ZBAO)?

If the PIPE closes under definitive agreements, the buyer is expected to designate a majority of board members. According to Zhibao, the company intends to maintain existing operations while this proposed control transition occurs at the closing of the PIPE financing.

Will Zhibao Technology’s current management remain after the proposed PIPE transaction (ZBAO)?

Zhibao expects its current management team to continue overseeing day-to-day operations of the legacy business. According to Zhibao, this is anticipated to last until any separation, disposition, or other restructuring of the company’s existing business is implemented following the proposed Transaction.

What conditions must be satisfied before Zhibao Technology’s Bitcoin-based PIPE financing can close?

The proposed PIPE requires satisfactory legal, financial, and operational due diligence and definitive agreements. According to Zhibao, it also depends on corporate and regulatory approvals, compliance with Nasdaq listing requirements, and conditions linked to Bitcoin valuation, custody, audit, and regulatory review.