Zhibao Technology Inc. Announces Signing of Definitive Securities Purchase Agreement for PIPE Financing Payable in Bitcoin

Rhea-AI Summary

Zhibao Technology (NASDAQ: ZBAO) signed a definitive Securities Purchase Agreement on July 31, 2026 with a group of non‑U.S. investors for a private investment in public equity (PIPE). The company will issue and sell an aggregate of 442,000,000 PIPE Units, each consisting of one Class A ordinary share and one warrant to purchase one Class A ordinary share at an exercise price of $0.35, exercisable for two years from closing.

The purchase price per PIPE Unit is $0.35, for total gross proceeds of $154,700,000, to be fully paid through the contribution of 2,380 Bitcoins, valued at $65,000 per Bitcoin with reference to July 30, 2026 market prices. Closing is expected within 12 business days, subject to customary conditions, including share conversions, regulatory and exchange approvals, Nasdaq compliance and sufficient authorized share capital. Upon closing, the Board will be set at five members; four incumbent directors and the current CEO and CFO will resign. Investors will designate four new directors and appoint a new CEO and CFO, while current Chairman and CEO Botao Ma will remain as a director. According to Zhibao, proceeds will support general expenditure, business development, R&D including AI, and its Bitcoin-focused Digital Asset Reserve strategy.

Positive

• $154.7 million gross proceeds via PIPE financing payable in Bitcoin
• Issue of 442,000,000 Class A shares plus warrants provides significant capital access
• PIPE consideration in 2,380 Bitcoins supports Digital Asset Reserve strategy
• Proceeds earmarked for business development and AI-focused R&D investments

Negative

• Planned issuance of 442,000,000 new Class A shares plus equal number of warrants
• Board reorganization includes resignation of four directors, current CEO and CFO at closing
• Closing contingent on multiple conditions, including regulatory approvals and Nasdaq compliance

News Explained

The signed agreement is not yet closed; if completed, issuing 442,000,000 new Class A shares would increase the share count and reduce existing holders’ percentage ownership, while each unit also includes a warrant to buy one additional Class A share.

Market Context

AIFU’s current peer-context move was 16.94%, while the momentum scanner recorded no peers in momentu...

Analysis

AIFU’s current peer-context move was 16.94%, while the momentum scanner recorded no peers in momentum. Against that backdrop, the Bitcoin-funded PIPE is best assessed through its closing conditions, warrant terms, governance changes, and moderate short positioning.

Key Figures

PIPE Units: 442,000,000 units Warrant Exercise Price: $0.35 per share Purchase Price per Unit: $0.35 +5 more

8 metrics

PIPE Units 442,000,000 units Definitive securities purchase agreement

Warrant Exercise Price $0.35 per share Each warrant; exercisable for two years

Purchase Price per Unit $0.35 PIPE financing

Aggregate Purchase Price $154,700,000 Fully paid through Bitcoin contribution

Bitcoin Consideration 2,380 Bitcoins Valued at $65,000 per Bitcoin

Bitcoin Valuation $65,000 per Bitcoin Determined with reference to July 30, 2026 market prices

Closing Timeline 12 business days Following execution of the agreement, subject to closing conditions

Board Size Five members Effective upon closing

Historical Context

5 past events · Latest: Jul 22 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 22	PIPE term sheet	Positive	+44.8%	Proposed Bitcoin-funded PIPE financing followed by a 44.75% 24-hour reaction.
Jul 15	Nasdaq deficiency	Negative	-11.6%	Minimum bid-price deficiency disclosure preceded an 11.57% 24-hour decline.
Jul 08	Platform cooperation	Positive	-33.0%	Embedded insurance cooperation reached nearly 20 million users before a 32.96% decline.
May 15	Board appointment	Positive	+9.3%	Independent director appointment preceded a 9.28% 24-hour increase.
Apr 07	Earnings conference call	Neutral	-2.4%	Conference-call scheduling announcement preceded a 2.43% 24-hour decline.

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

Pattern Detected

Three of five prior news events aligned with the subsequent price reaction, while two diverged.

Key Terms

pipe financing, warrant, securities purchase agreement

3 terms

pipe financing financial

"definitive Securities Purchase Agreement for PIPE Financing payable in Bitcoin"

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.

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.

securities purchase agreement regulatory

"entered into a definitive Securities Purchase Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

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

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Shanghai, China--(Newsfile Corp. - July 31, 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 definitive Securities Purchase Agreement (the "Agreement"), dated as of July 31, 2026, with a group of non-U.S. investors (the "Investors").

Key Highlights of the Transaction

• PIPE Securities Structure: Pursuant to the Agreement, the Company has agreed to issue and sell an aggregate of 442,000,000 units (each, a "PIPE Unit") to the Investors. Each PIPE Unit consists of:
  1. One class A ordinary share, par value $0.0001 per share of the Company (a "Class A Ordinary Share"); and
  2. One warrant to purchase one Class A Ordinary Share at an exercise price equal to $0.35 per share, exercisable for a period of two years from the closing date.
• Purchase Price & Bitcoin Consideration: The purchase price per PIPE Unit is $0.35 and the aggregate purchase price of $154,700,000 will be fully paid through the contribution of an aggregate of 2,380 Bitcoins, valued at a $65,000 per Bitcoin determined with reference to the prevailing market prices of Bitcoin on July 30, 2026.
• Closing Conditions: The closing of the issuance and sale of the PIPE Units is scheduled to take place within 12 business days following the execution of the Agreement, subject to customary closing conditions, including conversion of Class B Ordinary Shares into Class A Ordinary Shares, obtaining required regulatory and exchange approvals, Nasdaq compliance, and the availability of sufficient authorized share capital.
• Board & Governance Reorganization: Effective upon the closing, the size of the Company's Board of Directors will be set at five (5) members. Four incumbent directors and the current Chief Executive Officer and Chief Financial Officer will resign. The Investors will designate four (4) new director nominees, as well as the new Chief Executive Officer and Chief Financial Officer, while Mr. Botao Ma, the Company's current Chairman and Chief Executive Officer, will remain as a director on the Board of Directors.

Participating Investors

The private placement includes participating institutional and individual investors, including METAVERSE INTELLIGENCE TECH LTD, DYT INFO PTE. LTD., YY TECH INC, Kellyview Investment Limited, JOYER INVESTMENT LIMITED, Dundas Technology Limited, DADA Business Trading Co., Limited, VMADE CO., LIMITED, Easygo Business Co., Ltd, and BCI TECH PTE. LTD.

Use of Proceeds

The Company intends to use the proceeds from this transaction in multiple ways, including but not limited to: supporting general expenditure and business development, investment into research and development, including AI implementations complementary to our InsurTech business model, and furthering the Company's Digital Asset Reserve strategy focusing on using Bitcoin as a treasury asset.

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/307433

FAQ

What is the size of Zhibao Technology's (NASDAQ: ZBAO) 2026 PIPE financing payable in Bitcoin?

Zhibao Technology agreed to a PIPE financing with gross proceeds of $154.7 million. According to Zhibao, this will be paid through the contribution of 2,380 Bitcoins, valued at $65,000 per Bitcoin based on July 30, 2026 market prices.

How many shares and warrants are included in Zhibao Technology's 2026 PIPE deal (ZBAO)?

The PIPE includes 442,000,000 PIPE Units, each with one Class A ordinary share and one warrant. According to Zhibao, each warrant allows purchase of one Class A ordinary share at $0.35, exercisable for two years from the closing date.

When is the closing of Zhibao Technology's Bitcoin-funded PIPE financing (ZBAO) expected?

The closing is scheduled within 12 business days after the Agreement date of July 31, 2026. According to Zhibao, completion is subject to customary conditions, including share conversions, regulatory and exchange approvals, Nasdaq compliance and sufficient authorized share capital.

How will Zhibao Technology use the proceeds from its 2026 Bitcoin PIPE financing?

Zhibao plans to use proceeds for general expenditure, business development and research and development. According to Zhibao, this includes AI implementations supporting its InsurTech model and advancing its Digital Asset Reserve strategy that focuses on using Bitcoin as a treasury asset.

What governance changes are tied to Zhibao Technology's 2026 PIPE financing (ZBAO)?

Upon closing, the Board will be set at five members, with major leadership changes. According to Zhibao, four directors, the current CEO and CFO will resign, investors will nominate four new directors and new executives, while Chairman Botao Ma will remain as a director.

Which investors are participating in Zhibao Technology's Bitcoin PIPE financing in 2026?

The PIPE includes institutional and individual non‑U.S. investors such as METAVERSE INTELLIGENCE TECH and others. According to Zhibao, participants also include DYT INFO PTE., YY TECH, Kellyview Investment Limited, JOYER INVESTMENT LIMITED, Dundas Technology and several additional named entities.