Ten investors pledge 2,380 BTC in $154.7M bid for Zhibao

Ten investor entities signed a securities purchase agreement dated July 31 to fund a $154.7 million private investment in public equity (PIPE) for Nasdaq-listed Zhibao Technology by providing 2,380 BTC, with the Bitcoin price fixed at $65,000 per coin.

Under the agreement the investors would buy 442 million units at $0.35 each. Each unit includes one Class A ordinary share and a two-year warrant to buy a second Class A share at $0.35. If all warrants are exercised, the deal could produce up to 884 million new Class A shares: 442 million at closing and up to 442 million from warrant exercises.

The investors would allocate 44.2 million units to each of the ten entities, a package valued at $15.47 million and payable with 238 BTC per entity. The July 31 agreement contemplates closing within 12 business days, subject to additional approvals and conditions in the documents.

Governance changes are planned to start at closing. The agreement would give the investors the right to designate four of five board directors and to select a new CEO and CFO. Four incumbent directors and the current CEO and CFO are slated to resign, while director Botao Ma would remain on the board.

The company’s current capital structure prevents immediate issuance of the closing shares without further authorization. Filings show 32,184,970 Class A shares and 16,816,692 Class B shares outstanding, and 450 million Class A shares authorized. Class B shares convert one-for-one into Class A shares and carry 20 votes before conversion.

Converting Class B shares and issuing the closing shares would produce roughly 491,001,662 Class A shares, about 41,001,662 more than the current authorization. The company therefore needs a capital increase or other shareholder authorization before the transaction can close.

The filings set out potential dilution effects. A pre-PIPE holding of 49,001,662 shares would equal about 9.98% of the stated post-closing base. If every new warrant were exercised the stated share base would rise to about 933,001,662 shares and that same pre-PIPE block would represent roughly 5.25%. The pro forma figures exclude earlier warrants, convertible notes, awards and other adjustments identified in the filings.

The agreement lists closing conditions that could delay completion: sufficient authorized shares, conversion of Class B shares, required shareholder and regulatory approvals, absence of an exchange objection and compliance with Nasdaq rules. The filings do not include a timetable for a shareholder vote, the capital increase or Nasdaq clearance.

Funding is also conditional. Each investor must represent legal and beneficial ownership of its allotted Bitcoin and transfer it to a company-designated custodian wallet on or before closing unless the parties agree otherwise. The filings do not identify the investors’ natural-person controllers, the custodian or the wallet, and they do not independently verify that the Bitcoins are available.

Zhibao is subject to a separate Nasdaq minimum bid-price deficiency. Nasdaq notified the company on July 10 after the stock closed below $1 from May 27 through July 9. Zhibao’s initial deadline to regain compliance is Jan. 6, 2027, which requires at least 10 consecutive business days with the share price at or above $1. The PIPE documents do not clarify how that deficiency would affect closing.

The filings show no closing disclosure as of Aug. 1. Until the required shareholder and regulatory approvals are obtained, the authorized-share count is increased and the Bitcoin transfer is completed, the proposed 2,380 BTC funding, the share issuances and the planned management changes cannot be completed.