Key Takeaways:
- Zhibao Technology signed a non-binding term sheet for a $4B Bitcoin PIPE financing
- The deal includes approximately 3,500 BTC as consideration from Joyer Tech
- The announcement came days after Zhibao received a Nasdaq deficiency notice
Geri
Zhibao Technology proposes $4B Bitcoin PIPE deal after Nasdaq warning
Zhibao Technology Inc. signed a non-binding term sheet for a $4 billion PIPE financing with consideration expected to include approximately 3,500 Bitcoin, the company said Wednesday.
The transaction remains subject to due diligence, definitive agreements, regulatory approvals and Nasdaq listing compliance, with no assurance of completion, the Shanghai-based insurtech company said in a statement. Joyer Tech, a Philippine-registered entity, is expected to designate a majority of Zhibao's board at closing, while current management will continue operating the legacy business until any restructuring, according to the term sheet.
Zhibao reported revenue of RMB 206 million, or about $29.5 million, for the first half of fiscal 2026, a 41% increase year-over-year. The company received a Nasdaq deficiency notice on July 15 after its stock traded below the $1.00 minimum bid price for 30 consecutive trading days.
The $4 billion deal size is roughly 135 times Zhibao's most recent half-year revenue, raising questions about valuation and execution risk. The company has 180 days from July 15 to regain compliance with Nasdaq's $1.00 minimum bid requirement.
Joyer Tech, formally listed as Joyer Tech And Information OPC under Philippine SEC registration No. OPC20200000223, has appeared in Schedule 13D and 13G filings as a shareholder in other companies but has no publicly documented relationship with Zhibao or prior Bitcoin financing activity, according to regulatory filings. The Bitcoin consideration remains subject to final valuation, custodial arrangements, audit verification and regulatory review.
The proposed control transition would give Joyer Tech a majority of board seats at closing, creating governance uncertainty for existing shareholders. Investors will watch whether the term sheet graduates into a binding agreement with SEC disclosure, which would trigger material event reporting requirements for a deal of this size involving a Nasdaq-listed company.
This article is for informational purposes only and does not constitute investment advice.
[1] Zhibao Technology enters non-binding term sheet with Joyer Tech for $4B Bitcoin PIPE financing[2] A proposed ~3,500-Bitcoin deal could give Zhibao’s buyer board majority - Stock Titan[3] Zhibao Technology Inc. Announces Signing a Non-Binding Term Sheet for Approximately 3,500 Bitcoins as Consideration for PIPE Financing - TMX Newsfile
