UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No.1)
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT
TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from
to
Commission File Number: 001-42000
ZHIBAO TECHNOLOGY INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Floor 3, Building 6, Wuxing Road, Lane
727
Pudong New Area, Shanghai, China, 201204
+86 (21) -5089-6502
(Address of principal executive offices)
Botao Ma
Chief Executive Officer
Floor 3, Building 6, Wuxing Road, Lane
727
Pudong New Area, Shanghai, China, 201204
Phone: +86 (21) -5089-6502
Email: ir@zhibao-tech.com
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class A ordinary shares, of par value US$0.0001 per share | | ZBAO | | Nasdaq Capital Market |
Securities registered or to be registered pursuant
to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
16,105,132 Class A ordinary shares and 16,816,692 Class
B ordinary shares were issued and outstanding as of June 30, 2025.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
☐ Yes ☒ No
Note - Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | Accelerated file | | Non-accelerated filer | | Emerging growth company |
| ☐ | | ☐ | | ☒ | | ☒ |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
| |
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | | Other ☐ |
If “Other” has been checked in response
to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
Explanatory Note
Zhibao Technology Inc. (the “Company”)
is filing this Amendment No. 1 to the Company’s Annual Report on Form 20-F (the “Amendment”) for the fiscal year ended
June 30, 2025, as filed with the United States Securities and Exchange Commission (“Commission”) on January
9, 2026, solely to file certain exhibits thereto.
As required by Rule 12b-15 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), the certifications required by Rule 13a-14(a) under the Exchange
Act are also being filed as exhibits to this Amendment.
Table of Contents
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Page |
| PART II |
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| ITEM 19. |
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EXHIBITS |
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1 |
ITEM 19. EXHIBITS
Exhibit
Number |
|
Description of Document |
| 1.1 |
|
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.4 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 2.1 |
|
Company’s Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.1 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 2.2*** |
|
Description of Securities |
| 2.3 |
|
Form of Representative’s Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K, filed with the Commission on April 4, 2024) |
| 2.4 |
|
Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K, filed with the Commission on September 23, 2024) |
| 2.5 |
|
Form of Class A Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 6-K, filed with the Commission on September 23, 2024) |
| 2.6 |
|
Form of Pre-funded Class A Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Form 6-K, filed with the Commission on September 23, 2024) |
| 2.7 |
|
Form of Class A Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K, filed with the Commission on October 2, 2024) |
| 2.8 |
|
Form of Class A Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K, filed with the Commission on December 11, 2024) |
| 2.9 |
|
Form of Class A Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 6-K, filed with the Commission on December 20, 2024) |
| 2.10 |
|
Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K, filed with the Commission on February 14, 2025) |
| 2.11 |
|
Form of Class A Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Form 6-K, filed with the Commission on February 14, 2025) |
| 2.12 |
|
Amendment to the Convertible Promissory Note, dated February 14, 2025, dated May 7, 2025, by and between the Company and L1 Capital Global Opportunities Master Fund on May 7, 2025 (incorporated by reference to Exhibit 4.11 of the Company’s Form F-1/A1 (file No. 333-286140), filed with the Commission on May 9, 2025) |
| 2.13 |
|
Form of Class A Ordinary Shares Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 6-K, filed with the Commission on July 22, 2025) |
| 4.1 |
|
English Translation of Employment Agreement, dated April 1, 2018, by and between Zhibao Technology Co., Ltd. and Botao Ma (incorporated by reference to Exhibit 10.1 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.2 |
|
English Translation of Form of Labor Contract between Sunshine Insurance Brokers (Shanghai) Co., Ltd. and certain executive officers of the Registrant (incorporated by reference to Exhibit 10.2 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.3 |
|
English Translation of the Office Lease and Supplemental Agreement, dated June 6, 2019 and July 1, 2022, respectively, by and between Jishu Enterprise Marketing and Strategy Limited (Shanghai) and Zhibao Technology Co., Ltd. (incorporated by reference to Exhibit 10.3 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.4 |
|
English Translation of the Office Lease, dated July 1, 2022, by and between Shanghai Lingang Fengxian Enterprise Services Limited and Sunshine Insurance Brokers (Shanghai) Co., Ltd (incorporated by reference to Exhibit 10.4 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.5 |
|
English Translation of the Office Lease, dated August 16, 2022, by and between Jishu Enterprise Marketing and Strategy Limited (Shanghai) and Shanghai Anyi Network Technology Co., Ltd. (incorporated by reference to Exhibit 10.5 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.6 |
|
English Translation of Cooperation Agreement, dated February 10, 2023, by and between Zhibao Technology Co., Ltd. and Key Insurer A (incorporated by reference to Exhibit 10.6 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.7 |
|
English Translation of Form of Shareholder Agreement, by and between Zhibao Technology Co., Ltd. and certain investors (incorporated by reference to Exhibit 10.7 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.8 |
|
English Translation of Form of Share Surrender Agreement, by and between Zhibao Technology Co., Ltd. and its shareholders, and Declaration by Zhibao Technology Limited dated September 8, 2023 (incorporated by reference to Exhibit 10.8 of the Company’s Form F-1/A3 (file No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.9 |
|
English
Translation of Share Subscription Agreement, dated April 10, 2023, by and between the Registrant and certain purchasers, and Form
of Application for Shares by certain purchasers (incorporated by reference to Exhibit 10.9 of the Company’s Form F-1/A3 (file
No. 333-274431), filed with the Commission on March 22, 2024) |
| 4.10 |
|
Form
of Director Offer Letter (incorporated by reference to Exhibit 10.10 of the Company’s Form F-1/A3 (file No. 333-274431), filed
with the Commission on March 22, 2024) |
| 4.11 |
|
Form
of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 6-K, filed with the
Commission on September 23, 2024) |
| 4.12 |
|
Form
of Security Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 6-K, filed with the Commission on September
23, 2024) |
| 4.13 |
|
Form
of Guarantee Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 6-K, filed with the Commission on September
23, 2024) |
| 4.14 |
|
Form
of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 6-K, filed with the
Commission on September 23, 2024) |
| 4.15 |
|
English
Translation of Cooperation Agreement, dated December 2023, by and between Sunshine Insurance Brokers (Shanghai) Co., Ltd. and Key
Insurer B (incorporated by reference to Exhibit 10.15 of the Company’s Form F-1, filed with the Commission on September 30,
2024) |
| 4.16 |
|
English
Translation of Insurance Comprehensive Brand Service Procurement Agreement, dated January 1, 2024, by and between Sunshine Insurance
Brokers (Shanghai) Co., Ltd. and Key Insurer C (incorporated by reference to Exhibit 4.16 of the Company’s Form 20-F, filed
with the Commission on October 31, 2024) |
| 4.17 |
|
Letter
Agreement, dated December 11, 2024, by and between the Company and L1 Capital Global Opportunities Master Fund (incorporated by reference
to Exhibit 10.1 of the Company’s Form 6-K, filed with the Commission on December 11, 2024) |
| 4.18 |
|
Waiver
Agreement, dated December 16, 2024, by and between the Company and L1 Capital Global Opportunities Master Fund (incorporated by reference
to Exhibit 10.3 of the Company’s Form 6-K, filed with the Commission on December 20, 2024) |
| 4.19 |
|
Letter
Agreement, dated February 14, 2025, by and between the Company and L1 Capital Global Opportunities Master Fund (incorporated by reference
to Exhibit 10.1 of the Company’s Form 6-K, filed with the Commission on February 14, 2025) |
| 4.20 |
|
Equity
Purchase Agreement, dated as of June 22, 2025, by and between the Company and Hudson Global Ventures, LLC. (incorporated by reference
to Exhibit 10.1 of the Company’s Form 6-K, filed with the Commission on June 26, 2025) |
| 4.21 |
|
Registration
Rights Agreement, dated as of June 22, 2025, by and between the Company and Hudson Global Ventures, LLC. (incorporated by reference
to Exhibit 10.2 of the Company’s Form 6-K, filed with the Commission on June 26, 2025) |
| 4.22 |
|
Share
Purchase Agreement, dated as of July 2, 2025, by and among Zhibao Technology Co., Ltd. and Sellers (incorporated by reference to
Exhibit 10.1 of the Company’s Form 6-K, filed with the Commission on July 3, 2025) |
| 4.23 |
|
Form
of Guarantee Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 6-K, filed with the Commission on July
22, 2025) |
| 4.24 |
|
English
Translation of Employment Agreement, dated April 1, 2022, by and between Sunshine Insurance Broker (Shanghai) Co., Ltd. and Xiao
Luo (incorporated by reference to Exhibit 10.1 of the Company’s Form 6-K, filed with the Commission on December 4, 2025) |
| 4.25 |
|
English
Translation of Employment Agreement, dated October 11, 2023, by and between Sunshine Insurance Broker (Shanghai) Co., Ltd. and Xiaowei
Le (incorporated by reference to Exhibit 10.2 of the Company’s Form 6-K, filed with the Commission on December 4, 2025) |
| 4.26 |
|
English
Translation of Employment Agreement, dated November 27, 2023, by and between Zhibao Technology Co., Ltd. and Guangtong Ren (incorporated
by reference to Exhibit 10.3 of the Company’s Form 6-K, filed with the Commission on December 4, 2025) |
| 4.27*+^ |
|
English Translation of Cooperation Agreement, dated November 25, 2024, by and between Sunshine Insurance Broker (Shanghai) Co., Ltd. and Key Insurer B |
| 8.1*** |
|
List of Subsidiaries |
| 11.1 |
|
Insider
Trading Policy (incorporated by reference to Exhibit 11.1 of the Company’s Form 20-F, filed with the Commission on October
31, 2024) |
| 11.2 |
|
Code
of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of the Company’s Form F-1/A3 (file No. 333-274431),
filed with the Commission on March 22, 2024) |
| 12.1* |
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act |
| 12.2* |
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act |
| 13.1** |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 13.2** |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 15.1*** |
|
Consent of HYYH CPA. LLC |
| 15.2*** |
|
Consent of Jinghe Law Firm |
| 16.1 |
|
Letter
from Marcum Asia CPAs LLP to Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 of the Company’s
Form 6-K, filed with the Commission on November 26, 2025) |
| 97.1 |
|
Executive
Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Form 20-F, filed with the Commission
on October 31, 2024) |
| 101. INS* |
|
Inline XBRL Instance Document. |
| 101. SCH* |
|
Inline XBRL Taxonomy Extension Schema Document. |
| 101. CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document. |
| 101. DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document. |
| 101. LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101. PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document. |
| 104* |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
| + | Certain
portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulations S-K because they are not material and are the type
that the registrant treats as private or confidential. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC
upon request. |
| ^ | Certain
portions of this exhibit have been omitted pursuant to Item 601(a)(6) of Regulations S-K. The Company hereby agrees to furnish a copy
of any omitted portion to the SEC upon request. |
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
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Zhibao Technology Inc. |
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By: |
/s/ Botao Ma |
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Name: |
Botao Ma |
| |
Title: |
Chief Executive Officer |
Date: January 12, 2026
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