Zhibao Technology (NASDAQ: ZBAO), a China-based insurance technology company listed on Nasdaq, signed a private investment in public equity agreement on July 31 to bring in $154.7 million in Bitcoin funding. The deal calls for 10 investors to contribute 2,380 BTC. If the transaction closes, those investors would gain effective control of the company and hold a majority of board seats.
Deal structure centers on 2,380 BTC and 442 million units
According to the reported agreement, the investors will buy 442 million units at $0.35 per share. The total consideration is $154.7 million, to be paid in Bitcoin.
Each unit includes Class A ordinary shares and a two-year warrant. The warrant gives investors the right to purchase additional Class A ordinary shares at $0.35 per share. The issuance totals 884 million shares, and another 442 million shares could be issued if the warrants are exercised.
Board and management changes are written into the agreement
The filing outlines a broad governance overhaul if the process is completed. The investor group plans to designate four of the company’s five directors and appoint a new chief executive officer and a new chief financial officer. Four current directors, along with the current CEO and CFO, would step down.
The agreement says the payment of 2,380 BTC is based on Bitcoin’s price on July 30. Each of the 10 investors would receive 44.2 million units, with a value of about $15.47 million per investor.
Closing target is 12 business days, but conditions remain outstanding
The PIPE transaction would significantly dilute the pre-deal shareholding structure. The agreement sets a target closing date within 12 business days after July 31, or on another date agreed to in writing by the parties.
That timeline is subject to several requirements. These include sufficient authorized capital, conversion of Class B shares, necessary shareholder approvals, approvals from regulators or exchanges, no objection from the exchange, and compliance with Nasdaq requirements. The filed documents do not disclose a timetable for shareholder voting, capital increase approval, or Nasdaq approval, and those unresolved items could push the closing beyond the 12-business-day target.
Nasdaq compliance issue and Bitcoin verification are still unresolved
Zhibao is also dealing with Nasdaq’s minimum bid price requirement. From May 27 to July 9, the company’s share price remained below $1. Its current closing price is listed at $0.2, well under Nasdaq’s $1 threshold.
The source of funds is another condition that has not yet been fully verified. The investors state that they legally own the Bitcoin and hold the ultimate beneficial interest in it, and they must transfer the assets to a custody wallet designated by the company before closing. Public filings available so far do not identify the natural-person controllers behind the investing entities, the custodian, or the specific wallet addresses. They also do not include independent proof that the assets are available.
Until final documents are released showing regulatory approval and completion of the asset transfer, the Bitcoin contribution, the share issuance, and the change in operating control all remain pending.