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 October 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
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Amendment
to Charter
As
previously announced, on September 29, 2026, the Company held its extraordinary general meeting of shareholders (the “EGM”),
at which the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Memorandum and Articles
of Association (as amended, the “Charter”) to effect a reverse share split of its issued and outstanding Class
A ordinary shares, par value $0.0001 per share, at a ratio at one-for-fifty (the “Reverse Share Split”), subject to
certain conditions including the closing bid price on any trading day of the Company’s Class A ordinary shares listed on Nasdaq Capital
Market being below US$0.12 per share.
On
September 29, 2026, the closing bid price of the Class A ordinary shares was $0.0805. Accordingly, the conditions for effecting the
Reverse Share Split have been met. On October 9, 2026, the Company expects to file with the Company Registrar of the Cayman Islands
a Charter to effect the Reverse Share Split. The Reverse Share Split will become effective on October 9, 2026, and the
Company’s Class A ordinary shares will begin trading on a split-adjusted basis when the market opens on October 12,
2026.
When
the Reverse Share Split becomes effective, every fifty (50) issued and outstanding Class A ordinary shares of the Company will automatically
be converted into one Class A ordinary share, without any change in the par value per share. In addition, (i) a proportionate adjustment
will be made to the per share exercise price and the number of Class A ordinary shares issuable upon the exercise of all outstanding
convertible notes, stock options and warrants, to purchase or exercise for Class A ordinary shares, to the extent that the exercise price
of such warrants is not based solely on the market price of the Class A ordinary shares at the time of exercise, (ii) a proportionate
adjustment will be made to any fixed conversion prices for other convertible securities of the Company, including any conversion floor
prices and (iii) the number of shares reserved for issuance pursuant to the Company’s incentive equity plan, as amended, will also
be reduced proportionately. Any fraction of a Class A ordinary share that would be created as a result of the Reverse Share Split will
be rounded up to the nearest whole share. In addition, the par value of the Class A ordinary share will increase from $0.0001 per share
to $0.005 per share.
The
Company’s Class A ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol “ZBAO.” The
new CUSIP number for Class A ordinary shares following the Reverse Share Split will be G989MC114.
For
more information about the Reverse Share Split, see the Company’s Notice and Proxy Statement on Report on Form 6-K, which
was filed and accepted by the Securities and Exchange Commission (the “SEC”) on September 9, 2026, with a filing date
of September 10, 2026, and mailed to the Company’s shareholders on or about September 14, 2026, the relevant portions of which
are incorporated herein by reference. A copy of the form of the Charter is attached as Exhibit 3.1 hereto and incorporated herein by
reference.
Press
Release
On
October 8, 2026, the Company issued a press release announcing the Reverse Share Split. The press release is furnished as Exhibit 99.1
and incorporated by reference herein.
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Form of Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release dated October 8, 2026 |
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 hereunto duly authorized.
| |
Zhibao Technology
Inc. |
| |
|
|
| Date: October 8, 2026 |
By: |
/s/
Jinmei Guo Hellstrom |
| |
Name: |
Jinmei
Guo Hellstrom |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Zhibao
Technology Inc. announces reverse share split
Shanghai,
China, October 8, 2026 (GLOBE NEWSWIRE) – Zhibao Technology Inc. (Nasdaq: “ZBAO”, “Zhibao” or the “Company”),
today announced that it will proceed with a 1-for-50 reverse stock split (“Reverse Share Split”) of its Class A ordinary
shares following approval by shareholders at an extraordinary general meeting of shareholders held on September 29, 2026.
The
Reverse Share Split is expected to become effective on October 12, 2026 and the Company’s Class A ordinary shares are expected
to begin trading on a post-split basis at the market open on October 12, 2026 under the same symbol “ZBAO” with the new CUSIP
number G989MC114.
When
the Reverse Share Split is effective, every 50 Class A ordinary shares will be combined automatically into one Class A ordinary
share. As a result of the Reverse Share Split, the par value of the Class A ordinary shares increased from $0.0001 per share to
$0.005 per share. The Reverse Share Split will apply equally to all Class A ordinary shares, and each shareholder will hold the same
percentage of Class A ordinary shares outstanding immediately following the Reverse Share Split, except for adjustments that may
result from the treatment of fractional shares. Fractional shares will be rounded up to the next whole share, and proportionate
adjustments will be made to equity plans. Additionally, all equity awards outstanding immediately prior to the Reverse Share Split
will be proportionately adjusted. Outstanding warrants and other convertible securities will be adjusted in accordance with the
terms and conditions of such documents.
Continental
Stock Transfer & Trust Co. is acting as the transfer agent for the Reverse Share Split. Shareholders holding their shares electronically
in book-entry form are not required to take any action to receive post-split shares. Shareholders owning shares through a bank, broker
or other nominee will have their positions adjusted to reflect the Reverse Share Split.
Additional
information about the Reverse Share Split can be found in the Company’s Notice and Proxy Statement on Report on Form 6-K, which
was filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2026, with a filing date of September 10,
2026.
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. 2B2C (“to-business-to-customer”) digital embedded insurance is the Company’s innovative business model,
which Zhibao pioneered in China. Zhibao launched the first digital insurance brokerage platform in China in 2020, powered by its proprietary
PaaS (“Platform as a Service”). Zhibao has developed over 40 proprietary digital insurance solutions addressing different scenarios
in a wide range of industries, including travel, sports, logistics, utilities, and e-commerce. 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
