Zhibao Technology, a Shanghai-based insurer trading on Nasdaq stocks under ticker ZBAO, signed a non-binding agreement for a roughly $220 million PIPE deal paid in approximately 3,500 Bitcoin rather than cash. The proposed transaction would transfer Bitcoin directly to Zhibao's balance sheet and grant investor Joyertech majority control of the company's board upon closing. The deal structure bypasses the cash-first route most public companies follow when building Bitcoin treasuries. Zhibao received a Nasdaq deficiency notice on July 15 after its share price fell below the exchange's $1 minimum bid requirement, with a compliance deadline of Jan. 6, 2027 — a condition that also applies to the proposed PIPE transaction. The announcement reflects a broader trend of publicly traded companies adopting varied mechanisms to establish Bitcoin reserves, though Zhibao's approach of accepting cryptocurrency as direct payment for equity represents a more aggressive variation.
Zhibao Proposes Bitcoin-Paid PIPE Deal for Board Control Shift
Under the non-binding term sheet signed with Joyertech and Information OPC, Zhibao would issue new shares in exchange for approximately 3,500 Bitcoin valued at roughly $220 million, with the cryptocurrency transferred directly to the company upon closing. The Bitcoin amount remains subject to final valuation, custodial arrangements, audit verification and regulatory review. The financing structure eliminates the need for Zhibao to convert fiat currency into cryptocurrency on the open market.
Joyertech is expected to nominate a majority of Zhibao's board members once the deal closes, giving the investor effective governance control. The existing management team is expected to continue overseeing day-to-day operations during an interim period, pending a future separation, disposal or restructuring of the legacy insurance business. Zhibao launched what it describes as China's first digital insurance brokerage platform in 2020, built on its own cloud-based platform-as-a-service infrastructure.
Nasdaq Deficiency Notice Sets Jan. 6, 2027 Compliance Deadline
Zhibao shares climbed from around $0.15 to nearly $0.40 within four hours of the PIPE announcement, before pulling back and stabilizing near $0.24 — roughly 60% above pre-announcement levels. The stock movement reflects market interest in the Bitcoin treasury angle but also highlights a regulatory challenge that adds uncertainty to the transaction.
Zhibao disclosed on July 15 that it had received a Nasdaq deficiency notice after its share price fell below the exchange's minimum $1 bid requirement. At the time, the stock was trading around $0.22. The company has until Jan. 6, 2027, to regain compliance with Nasdaq's listing standards. The proposed PIPE deal explicitly depends on continued Nasdaq compliance as one of its closing conditions, meaning the deficiency notice represents a live variable that could determine whether the transaction reaches completion.
Bitcoin Treasury Strategies Vary Across Public Companies
Zhibao's proposed structure sits at one end of the spectrum of methods public companies use to build Bitcoin reserves. The proposed financing would transfer Bitcoin directly as deal consideration, eliminating market execution risk and timing uncertainty but introducing complexity around valuation, custody and counterparty arrangements.
ORANGE JUICE raised $40 million to acquire profitable American businesses, with surplus operational cash expected to fund future Bitcoin purchases. Bitcoin Japan secured plans to raise approximately 9.66 billion yen, allocating about 662 million yen toward its first Bitcoin treasury purchase after a previous fundraising effort fell short. France's Capital B shareholders approved a framework authorizing up to €5 billion in capital increases and €100 billion in credit instruments to support long-term Bitcoin accumulation. Empery moved in the opposite direction, selling 1,400 Bitcoin for about $87.1 million since May to repay debt and strengthen liquidity while maintaining a smaller reserve. More than 150 publicly traded companies now hold Bitcoin on their balance sheets.
Non-Binding Agreement Depends on Regulatory Approvals and Nasdaq Compliance
The agreement remains non-binding. Company filings state the transaction depends on satisfactory legal, financial and operational due diligence, execution of definitive agreements, corporate and regulatory approvals, continued Nasdaq compliance and other customary closing conditions. The Nasdaq compliance requirement carries particular weight given the existing deficiency notice and the Jan. 6, 2027 deadline.
FAQ
What is the nature of Zhibao's proposed PIPE transaction?
Zhibao signed a non-binding agreement for a $220 million PIPE stock sale in which the investor would pay approximately 3,500 Bitcoin as consideration for newly issued shares, rather than cash.
How does the proposed deal affect Zhibao's corporate control?
Under the term sheet, Joyertech would gain the right to nominate a majority of Zhibao's board members upon closing, giving the investor effective control of the company.
What regulatory challenges is Zhibao currently facing?
Zhibao received a Nasdaq deficiency notice on July 15 after its share price fell below the exchange's $1 minimum bid requirement. The company has until Jan. 6, 2027, to regain compliance — a condition that also applies to the proposed PIPE transaction itself.
