Ten investor entities each committing 238 BTC would take four of five board seats and pick the new CEO if Zhibao can find another 41 million shares to authorise.
Zhibao Technology signed a $154.7 million private-investment-in-public-equity agreement on 31 July that will be paid entirely in 2,380 bitcoin and hand control of the Nasdaq-listed Chinese insurtech's board to ten investor entities. If the deal closes, four of the five directors, plus the CEO and CFO, will be picked by the new investors.
The mechanics are unusual on both sides. The investors are contributing bitcoin rather than cash, priced at a fixed $65,000 per coin against the 30 July spot rate. Each of the ten entities takes 44.2 million units at $0.35 apiece, contributing 238 BTC in exchange for shares plus warrants. No two entities appear to be publicly linked, and the filings do not identify the natural-person controllers behind any of them.
Every unit contains one Class A ordinary share and a two-year warrant to buy another Class A share at $0.35. Full issuance and exercise would produce 884 million new Class A shares, a scale problem Zhibao's charter cannot presently accommodate. The company has 450 million Class A shares authorised. Converting the existing Class B block one-for-one into Class A and stacking the PIPE issuance on top would produce 491 million shares, at least 41 million above the current cap.
The governance shift is the point of the deal. Four incumbent directors would resign at closing, along with the CEO and CFO. Botao Ma stays as a director. The ten investors would designate four board seats and choose the new C-suite. Existing shareholders' 49 million pre-PIPE shares would fall to about 9.98 per cent of the post-closing base, and to 5.25 per cent if the warrants are fully exercised. Class B holders would also lose the 20-to-one voting advantage that made the founder-affiliated block dominant.
This is a takeover paid for in bitcoin, structured as a friendly capital raise. The formal descriptor is a PIPE. The functional descriptor is a control transfer. And the collateral for that transfer is a treasury asset the acquiring investors already hold, which they can move to the company's designated custody wallet without touching a bank.
That structure sidesteps the fiat rails a deal this size would ordinarily have to clear, but it does not sidestep the disclosure obligations that come with control transfers of a Nasdaq-listed foreign private issuer. The 12-business-day closing target from 31 July is aggressive. Sufficient authorised capital, shareholder approval for the Class B conversion, Nasdaq clearance, and Chinese and US regulatory approvals are all conditions precedent, and none has a public timetable.
Zhibao is also operating under a separate Nasdaq listing deficiency. The exchange notified the company on 10 July that its stock had closed below $1 from 27 May through 9 July. The initial cure deadline is 6 January 2027 and requires ten consecutive business days at or above $1. The PIPE documents do not address how the deficiency interacts with closing. A large issuance of new shares at $0.35 would not obviously help the bid recover to $1.
The 2,380 BTC contribution itself is unverified. Each investor represents in the agreement that it legally and beneficially owns its allocated bitcoin and will send it to a company-designated custodian wallet on or before closing. The filings do not identify the custodian, the wallet, or the source of the coins. Until a closing disclosure shows the transfers completed and the approvals granted, this is a signed agreement, not a completed deal.
Bitcoin-funded corporate deals have a fresh graveyard in 2026. Tether's three-way bitcoin merger with Strike and Twenty One Capital died last month, taking an 18 per cent haircut on XXI shares with it. Zhibao's transaction is smaller, more unusual, and vastly more anonymous. It is also the first PIPE this year to fund an outright change of management with digital assets contributed by unnamed principals. Ten allocations of 238 BTC each is not a distribution pattern. It is a syndication.
