UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-42000
Zhibao Technology Inc.
(Translation of registrant’s name into
English)
Floor 3, Building 6, Wuxing Road, Lane 727
Pudong New Area, Shanghai, China, 201204
(Address of principal executive offices)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
EXPLANATORY NOTE
This Report on Form 6-K is hereby incorporated
by reference into the registration statement on Form S-8 (Registration No. 333-293537), to the extent not superseded by documents
or reports subsequently filed or furnished by Zhibao Technology Inc. (the “Company”) under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Amendment to the Securities Purchase Agreement and Closing of PIPE
Financing
On August 17, 2026, Zhibao Technology, Inc. (the
“Company”) entered into an amendment to the Securities Purchase Agreement by and among the Company and certain non-U.S. investors
named therein (the “Investors”) previously announced, pursuant to which (i) the delivery of the PIPE units, each consisting
of one Class A ordinary share, par value US$0.0001 per share, of the Company (each, a “PIPE Class A Ordinary Share”) and one
warrant to purchase one Class A ordinary share of the Company (each, a “Warrant”), shall be effected through two releases
with the first release, involving the delivery of 395,678,152 PIPE units, to occur at the closing (the “First Release”), and
the second release, involving the delivery of the remaining 46,321,848 PIPE units, to occur within 30 days after the closing or such later
date and subject to receipt of Shareholder Approval for the effectiveness of an increase in the Company’s authorized share capital, and
(ii) the Investors shall deliver an aggregate of 2,380 Bitcoins at closing in full satisfaction of the aggregate purchase price of US$154,700,000,
based on a reference price of US$65,000 per Bitcoin. A copy of the Amendment is attached hereto as Exhibit 99.1 to this Report on Form
6-K.
On August 17, 2026, the Company closed the previously
announced PIPE financing. At closing, the Investors delivered an aggregate of 2,380 Bitcoins to the Company’s designated wallet
account in full satisfaction of the aggregate purchase price of US$154,700,000. In connection with the First Release, the Company delivered
395,678,152 PIPE Units to the Investors. The remaining 46,321,848 PIPE Units are expected to be delivered to the relevant Investors following
receipt of shareholder approval and the effectiveness of an increase in the Company’s authorized share capital, with no additional
consideration required from any Investor.
On August 17, 2026, Zhibao Technology Inc. has
issued a press release titled “Zhibao Technology Inc. Announces Closing of $154.7 Million PIPE Financing,” a copy of which
is attached hereto as Exhibit 99.2 to this Report on Form 6-K.
Forward-Looking Statements
This Form 6-K includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,”
“plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,”
“goal,” “project,” and other words of similar meaning. A number of factors could cause actual results to differ
materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s ability
to obtain shareholder approval and complete the Second Release, the Company’s ability to comply with applicable Nasdaq rules, market
volatility of Bitcoin and other digital assets, custody and operational risks related to digital assets, the Company’s goals and
strategies, business development, financial condition and results of operations, general economic and business conditions globally, and
assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s
annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. Forward-looking statements speak only
as of the date of this Form 6-K. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events, or otherwise.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Amendment to the Securities Purchase Agreement dated August 17, 2026 |
| 99.2 |
|
Press Release |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Zhibao Technology Inc. |
| |
|
| |
By: |
/s/ Jinmei Guo Hellstroem |
| |
Name: |
Jinmei Guo Hellstroem |
| |
Title: |
Chief Executive Officer |
Date: August 17, 2026
Exhibit
99.1
EXECUTION
VERSION
AMENDMENT TO THE
SECURITIES PURCHASE AGREEMENT
This
Amendment to the Securities Purchase Agreement, dated as of August 17, 2026 (this “Amendment”), is entered into by
and among Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), and the Investors. Capitalized
terms not otherwise defined in this Amendment shall have the meaning given to them in the Securities Purchase Agreement (as defined below).
W I T N E S S E T H:
WHEREAS,
the Company and the Investors have entered into a securities purchase agreement dated July 31, 2026 (the “Securities Purchase
Agreement”);
WHEREAS,
in accordance with the terms of Section 13.5 of the Securities Purchase Agreement, the Company and the Investors desire to enter into
this Amendment (together with the Securities Purchase Agreement, the “Amended Securities Purchase Agreement”) to amend
the Securities Purchase Agreement further as set forth herein to modify certain terms and conditions of the Securities Purchase Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION
1. AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
| 1.1. | Section 2.22 of the Securities Purchase Agreement |
“2.22 “PIPE
Unit” or “PIPE Units” means the units of the Company’s securities to be issued and sold to the Investors
pursuant to this Agreement in the amounts set forth in Schedule I-A and Schedule I-B or any applicable supplemental
closing schedule, with each Unit consisting of (i) one PIPE Class A Ordinary Share and (ii) one Warrant to purchase one Class A
Ordinary Share.
For the avoidance of doubt, each PIPE
Class A Ordinary Share and Warrant will be issued separately but must be purchased together as a unit. The PIPE Units are being used solely
as a convenient description of the bundle of securities purchased by the Investors. No separate security designated as a PIPE Unit shall
be issued.”
| 1.2. | Sections 4.1 to 4.6 of the Securities Purchase Agreement shall be deleted in its entirety and replaced
as follows: |
“4.1.Sale
and Issuance of PIPE Units.
| (a) | Subject to the terms and conditions of this Agreement, each Investor agrees to purchase, and the Company
agrees to issue and sell to such Investor, the respective number of PIPE Units (the “Respective Number of PIPE Units”)
set forth opposite such Investor’s name on Schedule I-A and Schedule I-B hereto. Each PIPE Unit shall consist of (i) one PIPE Class A
Ordinary Share and (ii) one Warrant to purchase one Class A Ordinary Share (each, a “Warrant Share,” and collectively,
the “Warrant Shares”). At the Closing, the Company shall issue and deliver to each Investor the PIPE Units set forth
opposite such Investor’s name on Schedule I-A (the “First Release”). The Company shall issue and deliver to each Investor
the PIPE Units set forth opposite such Investor’s name on Schedule I-B upon satisfaction of the conditions set forth in Section 4.3(b)
(the “Second Release”). |
| (b) | The Second Release shall not be issued unless and until the conditions set forth in Section 4.3(b) have
been satisfied; provided that no additional consideration shall be required from any Investor in connection with the issuance of the Second
Release. |
| 4.2 | Closing. The closing of the transactions contemplated
hereby (the “Closing”) shall take place remotely via exchange of documents on August 17, 2026, or such other date as the
Parties may mutually agree in writing (the “Closing Date”), subject to satisfaction or waiver of the conditions set forth
herein. At the Closing, (i) the Investors shall make the Bitcoin contribution contemplated by Sections 4.4 and 4.5, and (ii) the Company
shall issue and deliver the PIPE Units as set forth in Schedule I-A comprising the First Release to the applicable Investors, subject
to the Company having sufficient authorized but unissued Class A Ordinary Shares available to issue all PIPE Class A Ordinary Shares
comprising the First Release and compliance with applicable Nasdaq rules. |
| 4.3 | Issuance of PIPE Class A Ordinary Shares and Warrants. |
| (a) | At the Closing, the Company shall issue and deliver to each Investor the PIPE Units set forth opposite
such Investor’s name on Schedule I-A. |
| (b) | Subject to receipt of Shareholder Approval for effectiveness
of an increase in the Company’s authorized share capital sufficient to permit the issuance of the PIPE Class A Ordinary Shares set forth
on Schedule I-B, the Company shall issue and deliver to each applicable Investor the PIPE Units set forth opposite such Investor’s name
on Schedule I-B within thirty (30) days following the Closing, or such later date as may be mutually agreed in writing by the Company
and the applicable investors. |
| (c) | The issuance of the Second Release shall not require the
execution of any additional purchase agreement, the satisfaction of any conditions other than those expressly set forth in Section 4.3(b),
or the delivery or bring-down of any representation or warranty, and shall be effected automatically pursuant to this Amendment upon
satisfaction of the conditions set forth in Section 4.3(b). The obligations of the Company and the Investors with respect to the Second
Release shall survive the Closing and shall not be affected by Article X. For the avoidance of doubt, the Second Release shall not constitute
a separate PIPE transaction, separate closing or separate payment tranche, but shall constitute a deferred issuance obligation of the
Company with respect to PIPE Units for which the Aggregate Purchase Price has been fully paid at the Closing. |
| (a) | The purchase price per PIPE Unit shall be $0.35. The aggregate purchase price payable by the Investors
for the PIPE Units to be purchased pursuant to this Agreement shall be $154,700,000 (the “Aggregate Purchase Price”). |
| (b) | The Aggregate Purchase Price shall be fully satisfied at the Closing by the contribution by the Investors
of an aggregate of 2,380 Bitcoin to the wallet account designated by the Company. For purposes of determining the number of Bitcoin to
be contributed, Bitcoin is valued at US$65,000 per Bitcoin (the “Bitcoin Reference Price”), which price was determined by
the parties with reference to the prevailing market prices for Bitcoin as of July 30, 2026. For the avoidance of doubt, upon receipt by
the Company of the aggregate Bitcoin contribution of 2,380 Bitcoin at the Closing, the Aggregate Purchase Price shall be deemed fully
paid and satisfied in respect of all PIPE Units contemplated by this Agreement, including both the First Release and the Second Release. |
| (c) | The Respective Number of PIPE Units, aggregate purchase price, Bitcoin contribution and number of PIPE
Class A Ordinary Shares attributable to each Investor in respect of the First Release and the Second Release are set forth opposite such
Investor’s name on Schedule I-A and Schedule I-B, respectively. |
| 4.5 | Form of Payment; Delivery. On or prior to the Closing Date, each Investor shall transfer to the
wallet account designated by the Company such Investor’s full Bitcoin contribution in respect of all PIPE Units subscribed for by
such Investor, as set forth on Schedule I-A and Schedule I-B. |
| (a) | On or prior to the Closing Date, subject to the conditions precedent in Article VIII, the Company shall
deliver or cause to be delivered to each Investor the following: |
| (i) | this Agreement duly executed by the Company; |
| (ii) | a copy of the irrevocable instructions to the Transfer Agent, upon the Closing and receipt by the Company
of the aggregate Bitcoin contribution of 2,380 Bitcoin in full satisfaction of the Aggregate Purchase Price, instructing the Transfer
Agent to deliver evidence of the issuance of such Investor’s PIPE Units comprising the First Release hereunder as held in DRS book-entry
form by the Transfer Agent and registered in the name of such Investor and bearing such legends and restrictions as are required under
applicable securities laws and this Agreement, which evidence shall be reasonably satisfactory to such Investor; |
| (iii) | the Company’s board of directors’ approval of entering into this Agreement and consummating
the transactions contemplated herein. |
| (b) | Promptly following satisfaction of the conditions set forth in Section 4.3(b), the Company shall deliver
or cause to be delivered to each Investor evidence of the issuance of such Investor’s PIPE Units comprising the Second Release as
held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor and bearing such legends and restrictions
as are required under applicable securities laws and this Agreement. |
| (c) | On or prior to the Closing Date, subject to the conditions precedent in Article IX, each Investor shall
deliver or cause to be delivered to the Company the following: |
| (i) | this Agreement duly executed by such Investor; and |
| (ii) | the aggregate Bitcoin contribution attributable to such Investor’s First Release and Second Release,
as set forth on Schedule I-A and Schedule I-B.” |
| 1.3. | Section 7.6 of the Securities Purchase Agreement shall be deleted in its entirety and replaced as follows: |
“7.6 Shareholder Approval.
If any shareholder approval is required under applicable law (including the Companies Act (Revised) of the Cayman Islands), the Company’s
Amended and Restated Memorandum and Articles of Association or the rules of the Principal Trading Market in connection with the transactions
contemplated hereby, including the reservation and issuance of the PIPE Class A Ordinary Shares, the reservation and issuance of the Warrant
Shares, any increase to the Company’s authorized share capital to allow the issuance of any PIPE Class A Ordinary Shares and/or Warrant
Shares, and any amendment to the Company’s Amended and Restated Memorandum and Articles of Association, and the appointment, election,
removal or replacement of directors contemplated by this Agreement, the Company shall use commercially reasonable efforts to obtain such
Shareholder Approval as promptly as practicable and the Investors have agreed to vote in favor of the Shareholder Approval.”
| 1.4. | Schedule I to the Securities Purchase Agreement shall be deleted in its entirety and replaced by the Schedule
I-A and Schedule I-B hereto. |
SECTION 2. GENERAL
PROVISION
2.1.
Miscellaneous. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of
which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of
the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment
may be executed and delivered by facsimile or PDF transmission. The terms, agreements and provisions of Article XIII of the Securities
Purchase Agreement shall apply to this Amendment, as applicable.
2.2
Securities Purchase Agreement in Effect. Except as specifically and explicitly provided for in this Amendment, the Securities Purchase
Agreement shall remain unmodified and in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties have caused this Amendment to be executed as of the date first above written.
|
COMPANY:
ZHIBAO TECHNOLOGY INC. |
|
| |
|
|
| By: |
|
|
| Name: |
Botao Ma |
|
| Title: |
Chief Executive Officer |
|
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed as of the day and year set forth above.
| |
Investor: |
| |
|
| |
Name of Investor |
| |
|
| |
Signature of Investor or Authorized Signatory |
| |
|
| |
Name and Title of Authorized Signatory |
| |
|
| |
Address for notices |
| |
|
Schedule I-A
First Release Investors
Schedule I-B
Second Release Investors
Exhibit 99.2
Zhibao Technology Inc. Announces Closing of $154.7 Million PIPE
Financing
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 — 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
