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Zhibao Technology signs PIPE to pay for $154.7M in equity using BTC

The PIPE would transfer board control at closing, with investors designating four of five directors and naming a new CEO and CFO.

Reported · Written up by our desk · Market Structure

Zhibao Technology, a Nasdaq-listed Chinese insurtech company, has signed a $154.7 million private investment in public equity agreement, with the purchase payable in 2,380 BTC, according to CryptoSlate. The deal targets closing within 12 business days of July 31, though CryptoSlate reported that no closing had been disclosed as of Aug. 1, and some items needed for closing were still unresolved.

Under the July 31 securities purchase agreement, investors would buy 442 million units at $0.35 each. Each unit includes one Class A ordinary share plus a two-year warrant to buy another Class A share at $0.35, which would bring the potential issuance to 884 million new shares, with 442 million at closing and up to 442 million later via warrant exercise.

CryptoSlate said governance changes would begin at closing, with investors designating four of five directors and selecting the new CEO and CFO. Four incumbent directors and the current CEO and CFO would resign, while Botao Ma would remain a director.

The BTC payment is tied to a fixed $65,000 BTC price based on July 30 prices, producing the 2,380-BTC payment, CryptoSlate reported. The company’s existing authorized share structure cannot accommodate the first issuance without a change, creating the potential for sharp dilution of the pre-PIPE share block, with pro forma calculations showing the pre-PIPE stake shrinking further if later warrants are exercised.

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