Can Zhibao’s $220M Bitcoin PIPE deal close with Nasdaq warning looming?

A small Nasdaq-listed insurer from Shanghai is attempting something unusual even by the standards of the current Bitcoin treasury wave: raising roughly $220 million worth of Bitcoin not by selling shares for cash, but by accepting Bitcoin itself as the payment. Zhibao Technology’s proposed PIPE deal — still non-binding and laden with conditions — would bring approximately 3,500 Bitcoin directly onto its balance sheet if it closes, bypassing the cash-first route that most public companies have followed.

Key takeaways

• Zhibao Technology signed a non-binding agreement to receive about 3,500 Bitcoin, valued at roughly $220 million, through a proposed PIPE stock sale paid in BTC rather than cash.
• Investor Joyertech would gain majority control of Zhibao’s board upon closing, representing a significant ownership shift.
• The deal would immediately establish a Bitcoin treasury on Zhibao’s balance sheet, without a separate cash-raising step.
• Zhibao already holds a Nasdaq deficiency notice for trading below the $1 minimum bid requirement and has until Jan. 6, 2027, to regain compliance.
• The proposed transaction remains contingent on legal, financial, regulatory approvals and continued Nasdaq compliance.

Zhibao’s Bitcoin-funded PIPE deal, explained

A PIPE — private investment in public equity — normally works like this: a private investor wires cash to a public company in exchange for newly issued shares. Zhibao’s proposed version flips the payment mechanism entirely. Under the non-binding term sheet signed with Joyertech and Information OPC, the consideration would be Bitcoin rather than dollars, with the cryptocurrency transferred directly to the company upon closing. The result, if every condition is met, would be an immediate Bitcoin treasury sitting on the balance sheet of a company that, until recently, traded as a niche digital insurance platform under the ticker ZBAO.

The Bitcoin amount remains subject to final valuation, custodial arrangements, audit verification and regulatory review — standard protections for a transaction of this complexity. But the structural logic is clear: Zhibao would issue new shares, receive Bitcoin in return, and emerge as a Bitcoin-holding public company without ever needing to convert fiat into crypto on the open market.

What changes hands beyond the Bitcoin

The financing carries a control dimension that matters as much as the treasury outcome. Under the term sheet, 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 only during an interim period, pending a future separation, disposal or restructuring of the legacy insurance business.

That detail signals something important: this is not simply a treasury diversification move. It is a proposed transformation of the company’s ownership, direction and purpose, with the insurance business potentially becoming a transitional asset rather than the core identity.

Market reaction and the Nasdaq compliance shadow

Investor reaction to the announcement was swift. Zhibao shares climbed from around $0.15 to nearly $0.40 within four hours of the news breaking, before pulling back and stabilizing near $0.24 — still roughly 60% above pre-announcement levels. The move reflects genuine market interest in the Bitcoin treasury angle, but it also highlights a regulatory complication that adds real uncertainty to the story.

Nasdaq deficiency notice and the Jan. 6, 2027, deadline

Just one week before the PIPE announcement, on July 15, Zhibao disclosed 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 now has until Jan. 6, 2027, to regain compliance with Nasdaq’s listing standards.

That deadline creates a meaningful tension. The proposed PIPE deal explicitly depends on continued Nasdaq compliance as one of its closing conditions, meaning the deficiency notice isn’t just a regulatory footnote — it is a live variable that could determine whether the transaction ever reaches the finish line. The post-announcement stock surge helped, but sustained compliance requires the price to hold above $1, a threshold the company has so far failed to meet.

Where Zhibao’s approach fits in the broader Bitcoin treasury playbook

Public companies are building Bitcoin reserves through increasingly varied mechanisms, and Zhibao’s proposed structure sits at one end of the spectrum. Rather than raising cash first and purchasing Bitcoin on the open market — the most common route — the proposed financing would transfer Bitcoin directly as deal consideration. That eliminates market execution risk and timing uncertainty, but introduces its own complexity around valuation, custody and counterparty arrangements.

Other companies have taken entirely different paths. According to the source reporting, 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 went broader, with shareholders approving a framework authorizing up to €5 billion in capital increases and €100 billion in credit instruments to support long-term Bitcoin accumulation. And Empery moved in the opposite direction entirely, selling 1,400 Bitcoin for about $87.1 million since May to repay debt and strengthen liquidity while maintaining a smaller reserve.

With more than 150 publicly traded companies now holding Bitcoin on their balance sheets, the convergence of treasury strategy with corporate restructuring — as Zhibao’s deal suggests — represents a newer and more aggressive variation. It raises a question the market has not fully answered: when Bitcoin becomes the currency of a control transaction rather than simply an asset allocation, how does that reshape the risk profile for public shareholders?

What still stands between Zhibao and its Bitcoin treasury

The agreement is non-binding. Company filings state it 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. None of those hurdles are trivial, particularly the Nasdaq compliance requirement given the existing deficiency notice.

Zhibao trades on Nasdaq as a digital insurance technology provider focused on China’s embedded insurance market. It 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. If the PIPE deal closes, that origin story becomes the company’s past rather than its future — a transition that depends entirely on whether the conditions stacked between announcement and closing can each be resolved in sequence.

FAQ

What is the nature of Zhibao’s proposed PIPE transaction?

Zhibao has 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 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.

How does Zhibao’s proposed Bitcoin treasury differ from other public companies’ methods?

Unlike companies that raise cash and then purchase Bitcoin on the open market, Zhibao’s proposed financing would receive Bitcoin directly as payment for newly issued shares, establishing a Bitcoin treasury as part of the transaction itself rather than as a separate subsequent step.

Article produced with the assistance of artificial intelligence and reviewed by the editorial team.