Zhibao Technology Inc. SEC Filings

Zhibao Technology Inc. files a post-effective amendment to register the resale of up to 8,865,249 Class A ordinary shares issuable from a senior secured convertible note, 840,727 shares issuable from warrants, and 984,769 shares issuable from a pre-funded warrant held by L1 Capital Global Opportunities Master Fund.

The company is not selling shares itself and will receive no proceeds from these resales, though cash exercises of the L1 warrants at $1.18172 per share could raise about $993,504. Zhibao’s Class A ordinary shares trade on Nasdaq under “ZBAO,” with a last reported price of $0.93 per share.

Zhibao is a Cayman Islands holding company whose operations run through PRC subsidiaries that provide digital embedded insurance brokerage and MGU services in China. The prospectus highlights extensive regulatory and political risks tied to operating in mainland China and Hong Kong, CSRC overseas listing rules, CAC cybersecurity oversight, and potential HFCA Act-related delisting risk. It also notes that Chairman and CEO Botao Ma controls about 51.5% of the ordinary shares and approximately 94.0% of voting power through Class B shares, making Zhibao a controlled company, though it does not plan to use Nasdaq’s governance exemptions.

Zhibao Technology Inc. is registering up to 14,985,883 Class A ordinary shares for resale by Hudson Global Ventures, LLC under an equity line arrangement. The company is not selling shares in this prospectus and will not receive proceeds from Hudson’s resales, though it may receive up to $15.0 million in gross proceeds from share sales to Hudson under the Hudson equity purchase agreement, which could be dilutive and affect the share price.

Zhibao is a Cayman Islands holding company whose operations are conducted by PRC subsidiaries providing 2B2C digital embedded insurance brokerage and MGU services in China. Revenue grew from RMB 142.1 million in fiscal 2023 to RMB 276.9 million in 2025, with a return to net loss of RMB 62.0 million in 2025 after a 2024 profit. The structure exposes investors to significant PRC legal, regulatory, data security and capital-control risks, potential impacts from new CSRC overseas listing rules, and possible U.S. trading restrictions or delisting under the HFCA Act. Zhibao has dual‑class shares, and CEO Botao Ma controls about 51.5% of ordinary shares and approximately 94.0% of voting power.

Zhibao Technology Inc. filed an amended Form 20-F for the fiscal year ended June 30, 2025, mainly to add and update exhibits to its previously filed annual report. The amendment includes various corporate, financing, employment and cooperation agreements, along with audit consents, internal policies, and required CEO and CFO certifications under the Exchange Act and Sarbanes-Oxley Act. The company reports that 16,105,132 Class A ordinary shares and 16,816,692 Class B ordinary shares were issued and outstanding as of June 30, 2025. The filing confirms the company’s Class A ordinary shares trade on the Nasdaq Capital Market under the symbol ZBAO and includes XBRL-related exhibit files.

Zhibao Technology Inc. files its annual report on Form 20-F, explaining its Cayman holding-company structure over PRC subsidiaries that provide digital insurance brokerage, managing general underwriter (MGU) and health services in China and new entities in Malaysia and additional PRC regions. The report notes Zhibao’s April 2024 Nasdaq IPO of Class A ordinary shares, raising gross proceeds of $6,000,000 plus $95,060 from a partial over-allotment. Management discloses substantial doubt about the company’s ability to continue as a going concern and two material weaknesses in internal control over financial reporting. It highlights extensive legal and regulatory risks tied to operating in China, including cybersecurity and data rules, foreign exchange controls, PRC approval and filing regimes for overseas listings, and potential trading prohibitions or delisting under the HFCA Act and Nasdaq rules. The report also notes that the CEO controls nearly all voting power through Class B shares, concentrating decision-making authority.

Zhibao Technology Inc. announced several executive leadership changes. Xiao Luo resigned as Chief Operating Officer effective November 30, 2025 and became Chief Marketing Officer effective December 1, 2025. He continues under an existing employment agreement with a subsidiary, earning a fixed base salary of RMB 45,000 (about $6,300) per month plus bonus and benefits, with non-compete, non-solicitation and confidentiality covenants.

The company appointed Xiaowei Le as Chief Operating Officer effective December 1, 2025. He is paid under a three-year employment agreement with a subsidiary, with a fixed base salary of RMB 50,000 (about $7,000) per month plus bonus and similar restrictive covenants. Zhibao also named Guangtong Ren as Chief Actuary effective December 1, 2025, under a three-year agreement providing a fixed base salary of RMB 50,000 (about $7,000) per month plus bonus. The company states there are no family relationships or related party transactions requiring disclosure for these executives.

Zhibao Technology Inc. (ZBAO) has changed its independent auditor. The audit committee approved the dismissal of Marcum Asia CPAs LLP as the company’s independent registered public accounting firm, effective November 24, 2025, and appointed HYYH CPA. LLC to serve in that role from the same date.

Marcum Asia’s reports on Zhibao’s consolidated financial statements for the years ended June 30, 2024 and 2023 contained no adverse or disclaimed opinions and were not qualified or modified for uncertainty, scope, or accounting principles. The company reports no disagreements with Marcum Asia on accounting, disclosure, or audit procedures, and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting related to U.S. GAAP expertise and IT logical access security.

HYYH has previously been engaged to audit the financial statements of Zhonglian Jinan Insurance Brokers Co., Ltd., in which Zhibao agreed to acquire a 51% equity interest. Zhibao states it did not otherwise consult HYYH on accounting or auditing matters during its two most recent fiscal years.

Zhibao Technology Inc. (ZBAO) reported that Nasdaq has notified the company it is no longer in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its annual report on Form 20-F for the fiscal year ended June 30, 2025. The company has 60 calendar days from November 19, 2025 to submit a plan to regain compliance. If Nasdaq accepts this plan, Zhibao could receive up to 180 calendar days from the Form 20-F due date, or until May 13, 2026, to file the report and any subsequent required filings.

The notice does not immediately affect the listing of Zhibao’s Class A ordinary shares, which continue to trade on Nasdaq under the symbol “ZBAO”. However, if the company does not regain compliance with the reporting rule within the allowed period, its Class A ordinary shares may be subject to delisting from Nasdaq. Zhibao states that it is working diligently on the Form 20-F and intends to file it within the specified timeframe.

Zhibao Technology Inc. Schedule 13G shows that Beijing 1898 Youchuang Investment Center (Limited Partnership) and director Hong Li report beneficial ownership of 1,109,430 Class A ordinary shares, representing 6.8% of the issued and outstanding Class A shares. The filing states the figure is based on 16,298,174 Class A shares outstanding and excludes 16,816,692 Class B shares as of October 9, 2025. The reporting partnership is the record holder; Ms. Li is identified as its director and disclaims beneficial ownership beyond any pecuniary interest. Voting and dispositive power for these shares are reported as sole, with no shared power.