Shanghai-based Nasdaq-listed insurance technology company Zhibao Technology Inc. (NASDAQ: ZBAO) has closed its previously announced private investment in public equity (PIPE) financing, taking in 2,380 Bitcoin as full payment for the deal.
The company disclosed the closing in a Form 6-K report filed with the U.S. Securities and Exchange Commission (SEC) on August 17, 2026.
The filing, signed by Chief Executive Officer Jinmei Guo Hellstroem, confirms that a group of non-U.S. investors delivered the 2,380 BTC directly to Zhibao’s designated wallet address in satisfaction of an aggregate purchase price of $154.7 million. The Bitcoin was valued at a reference price of $65,000 per coin, tied to prevailing market prices as of July 30, 2026, when the definitive Securities Purchase Agreement was executed.
How the PIPE is Structured
Under the amended agreement, Zhibao has agreed to issue a total of 442,000,000 PIPE Units at a per-unit price of $0.35. Each unit consists of one Class A ordinary share (par value $0.0001) and one warrant to purchase an additional Class A ordinary share at an exercise price of $0.35, exercisable over a two-year window.
Delivery of the units has been split into two tranches. At the August 17 closing, the company delivered 395,678,152 PIPE Units to investors as part of the “First Release.” The remaining 46,321,848 PIPE Units, described as the “Second Release,” are expected to be delivered within 30 days of closing, subject to shareholder approval for an increase in the company’s authorized share capital. No additional consideration will be required from investors for the second tranche.
If all warrants are eventually exercised, the transaction could add up to 884 million new Class A shares to the count, a figure that dwarfs Zhibao’s pre-deal outstanding share count of roughly 32.2 million Class A shares and 16.8 million Class B shares.
A Scaled-Down Version of the Original $220M Plan
The closed transaction is a materially trimmed version of Zhibao’s original ambition. A non-binding term sheet dated July 22, 2026, had initially envisioned a PIPE involving approximately 3,500 BTC valued at around $220 million. The final, executed agreement pared that down by roughly 1,120 BTC and about $65 million.
The revision looks less about strategic pullback and more about the softer bitcoin price environment heading into August. BTC is currently changing hands near the $64,000 mark, sitting slightly below the $65,000 reference price baked into the deal. On paper, that puts Zhibao’s freshly acquired treasury on a small unrealized loss of roughly $2.4 million against its entry basis, though the number is largely a rounding error against the deal’s broader strategic weight.
A Board Overhaul is Coming With the Bitcoin
The filing does more than add BTC to Zhibao’s balance sheet. It also sets the stage for a full change of control. Earlier disclosures around the PIPE indicated that the investor consortium, previously identified in press coverage as being led by entities including Joyertech and Information OPC, is expected to designate four of the company’s five board directors upon closing and to name a new CEO and CFO.
Four incumbent directors and the current CEO and CFO are set to resign, with director Botao Ma remaining on the board to provide continuity.
In practice, the PIPE functions as both a treasury build and a de facto acquisition of corporate control, with the buyers paying for the shell of a Nasdaq-listed operating company using bitcoin rather than cash.
Stock Price and Nasdaq Compliance Context
ZBAO shares have been under sustained pressure through 2026. The stock has been trading in the $1.03 to $1.14 range in recent sessions, with a 50-day range of roughly $0.93 to $1.36 and a punishing 52-week range spanning $0.85 to $5.70. The company’s market capitalization as of publication sits at just about $35 million, which means the $154.7 million bitcoin-denominated financing is worth several times Zhibao’s own equity value.
Market reaction to the bitcoin pivot has been sharply positive on a percentage basis. ZBAO surged around 24% when the non-binding term sheet was first disclosed in July, and rallied roughly 79% after the definitive Securities Purchase Agreement was announced, though the stock has since given back a portion of those gains.
The Bitcoin move also lands against the backdrop of a live Nasdaq compliance problem. On July 10, 2026, Zhibao received a written deficiency notice from Nasdaq after its stock closed below the $1.00 minimum bid requirement from May 27 through July 9. The company has until January 6, 2027, to regain compliance by trading at or above $1.00 for at least 10 consecutive business days.
Use of Proceeds and the Digital Asset Reserve Strategy
Zhibao has stated that the proceeds, which are now effectively the 2,380 BTC sitting in its designated wallet, will be deployed across three broad buckets: supporting general corporate expenditure and business development, funding research and development including AI implementations complementary to its InsurTech business model, and, most significantly for the crypto narrative, “furthering the Company’s Digital Asset Reserve strategy focusing on using Bitcoin as a treasury asset.”
The company has also committed to using commercially reasonable efforts to file a Form F-1 registration statement within 45 days of July 31, 2026, covering the resale of the PIPE securities and certain management shares.
The Crypto Times’ Analyst Take
From a market-structure perspective, the Zhibao transaction fits into a broader and increasingly crowded playbook of small and mid-cap Nasdaq-listed issuers repurposing themselves into corporate Bitcoin treasury vehicles. What sets this particular deal apart is that the coins are not being acquired through open-market purchases or debt-funded buys in the mold of larger treasury adopters. Instead, BTC is being used as the settlement currency of the equity issuance itself, effectively importing a treasury onto the balance sheet on day one.
Two structural features warrant close attention. First, the sheer share issuance of 442 million units at closing, with up to another 442 million potentially issued via warrant exercise, implies significant dilution against a thin public float. That could weigh on price action once resale registrations become effective and the post-announcement euphoria wears off.
Second, the bundled change-of-control provision effectively turns ZBAO into a treasury shell run by new principals, which means the equity story going forward will likely trade far more on BTC price sensitivity and NAV-per-share math than on the underlying insurance brokerage economics.
For Zhibao’s Nasdaq compliance situation, the deal creates a paradox. The bitcoin-linked repricing could plausibly lift the stock back above the $1.00 threshold, but the dilution overhang from the second tranche and warrant exercises pulls in the opposite direction. The window to January 6, 2027, is now the defining stretch for the newly reconstituted company.
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