Zhibao Technology, a Shanghai-based insurance technology firm listed on Nasdaq, has agreed to sell 442 million units to ten non-U.S. entities for $154.7 million, payable entirely in 2,380 bitcoin. The July 31 securities purchase agreement would also give those investors four of five board seats and the right to name a new chief executive and chief financial officer. A PIPE, or private investment in public equity, is a deal in which a listed company sells new shares directly to selected investors instead of running a public offering. Zhibao carried a market value in the single-digit millions before the announcement, which makes the incoming consideration worth many times the company receiving it.
Key takeaways
- Ten non-U.S. entities would contribute 2,380 bitcoin, valued at a fixed $65,000 per coin, for 442 million units priced at $0.35 each.
- Four incumbent directors plus the CEO and CFO resign at closing. Investors designate four of five directors and both replacement executives.
- Zhibao has 450 million authorized Class A shares and would need at least 491 million to close, a shortfall of about 41 million shares.
- Bitcoin traded near $62,500 on Aug. 3, roughly 4% below the fixed price, trimming about $6 million from the real value of the consideration.
Published: Aug. 3, 2026, 09:00 UTC
What the investors are buying
The consideration is worth many times the company issuing the shares. Zhibao’s stock traded in the mid-twenty-cent range before the announcement, and StockTitan’s momentum tracker recorded the shares up 85.5% at $0.32 during the July 31 session, with an intraday peak move of 139.4% and volume at 2.3 times average. Crypto Briefing put the day’s gain at more than 79%.
The ten purchasers named in the announcement are METAVERSE INTELLIGENCE TECH LTD, DYT INFO PTE. LTD., YY TECH INC, Kellyview Investment Limited, JOYER INVESTMENT LIMITED, Dundas Technology Limited, DADA Business Trading Co., Limited, VMADE CO., LIMITED, Easygo Business Co., Ltd and BCI TECH PTE. LTD. Each takes 44.2 million units for $15.47 million, payable with 238 bitcoin. The filings do not identify the individuals controlling those entities, name the custodian wallet that would receive the coins, or independently establish that the bitcoin exists.
Zhibao says the proceeds will fund operations, business development, AI research for its insurance platform and a bitcoin reserve held as a treasury asset. The company launched a digital insurance brokerage platform in China in 2020 and sells more than 40 embedded insurance products through partner businesses in travel, sports, logistics and e-commerce.
The bitcoin price was fixed before it fell
The contract locks each coin at $65,000, referencing market prices on July 30. Bitcoin traded near $62,483 on Aug. 3, about 4% below that mark. At spot, the 2,380 coins are worth roughly $148.7 million rather than the stated $154.7 million, a gap of close to $6 million with no adjustment mechanism disclosed in the agreement.
That drift matters because bitcoin has been weak through late July. Spot bitcoin ETFs shed $225 million in a single session as Treasury yields spiked, and the July options expiry left large upside bets worthless. A financing denominated in a falling asset transfers that price risk onto the issuer between signing and settlement.
Zhibao does not yet have the shares to close
The company cannot issue the closing block under its current charter. Zhibao reported 32,184,970 Class A ordinary shares and 16,816,692 Class B shares outstanding against 450 million authorized Class A shares. The Class B stock converts one for one into Class A and carries 20 votes per share until it does. Converting that stock and issuing the 442 million PIPE shares would produce 491,001,662 Class A shares, at least 41 million more than the charter allows.
The dilution is heavy. The existing 49,001,662-share block would fall to about 9.98% of the post-closing base. If every warrant is exercised at $0.35 within its two-year window, the count rises to roughly 933 million shares and the pre-PIPE block drops to about 5.25%. Class B holders also give up their 20-to-one voting advantage in the conversion. That pro forma excludes older warrants, convertible notes and equity awards.
What still has to happen before closing
Closing is scheduled within 12 business days of July 31, which points to mid-August. The conditions include a capital increase, the Class B conversion, shareholder and regulatory approvals, no exchange objection and Nasdaq compliance. None of those had been publicly cleared as of Aug. 1, and the filings set no timetable for a shareholder vote.
Nasdaq compliance is a separate problem. The exchange sent Zhibao a minimum bid price deficiency notice in July after the stock closed below $1 from May 27 through July 9. The company has until Jan. 6, 2027 to record ten consecutive business days at or above $1. The PIPE documents do not explain how that deficiency interacts with the closing conditions.
The deal has already shrunk once. A non-binding term sheet dated July 22 contemplated roughly 3,500 bitcoin for about $220 million. The signed version cut around 1,120 coins and $65 million from that target. Until a closing disclosure shows the approvals granted and the coins transferred, the bitcoin contribution, the share issuance and the management overhaul all remain conditional. Listed companies with crypto exposure have had a rough quarter on both sides of the trade, with Coinbase falling 12% on a $359 million second-quarter loss.
Frequently asked questions
What is a PIPE financing?
A PIPE, or private investment in public equity, lets a listed company sell newly issued shares directly to a selected group of investors rather than running a registered public offering. It is faster and cheaper than a public raise, and it usually prices at a discount, which dilutes existing shareholders.
Is Zhibao’s bitcoin deal completed?
No. Zhibao signed a definitive securities purchase agreement on July 31, 2026, but closing depends on a charter amendment, a Class B share conversion, shareholder and regulatory approvals and Nasdaq clearance. No closing had been disclosed as of Aug. 1, and the filings give no date for a shareholder vote.
Why does the fixed bitcoin price matter?
The agreement values each coin at $65,000 using July 30 prices. Bitcoin traded near $62,483 on Aug. 3, so the 2,380 coins are worth about $148.7 million at spot instead of the headline $154.7 million. Zhibao absorbs that difference unless the parties renegotiate.
