Zhibao Technology Inc. (NASDAQ: ZBAO) signed a non-binding term sheet on July 22, 2026, to receive roughly 3,500 Bitcoin instead of cash as PIPE financing consideration. The buyer would also gain majority control of Zhibao’s board if the deal closes.
Key Takeaways
- Zhibao Technology signed a non-binding term sheet for a PIPE financing proposed to be paid in roughly 3,500 Bitcoin instead of cash.
- The buyer, Joyertech and Information OPC, would be expected to designate a majority of Zhibao’s board once the financing closes, per Newsfile Corp’s press release.
- The proposed Bitcoin consideration carries an estimated value of about $220 million, though the figure depends on final valuation at closing.
- Zhibao shares swung from about $0.15 to nearly $0.40 before settling near $0.24, still roughly 60% above the pre-announcement level.
- The announcement came a week after Zhibao disclosed a Nasdaq deficiency notice for trading below the $1 minimum bid requirement, per Nasdaq’s own listing standards.
What Happened?
Zhibao entered a non-binding term sheet with Joyertech and Information OPC, described in the filing as “the Buyer”, according to Zhibao’s press release distributed via Newsfile Corp. Zhibao is a Shanghai-based InsurTech company and pioneer of the 2B2C digital embedded insurance model in China.
The Buyer, or a designated entity, would subscribe for newly issued Zhibao securities under a proposed private investment in public equity (PIPE) financing, with the Bitcoin allocation standing in for a cash check. The proposal lands amid a broader wave of public companies experimenting with Bitcoin-funded treasuries.
The term sheet is non-binding, and the company says no assurance can be given that definitive agreements will be executed or that the transaction will close on the terms described, or at all. Closing still requires due diligence, definitive agreements, corporate and regulatory approvals, and continued compliance with Nasdaq listing rules.
THE BLOCK: Nasdaq-listed insurtech firm Zhibao signs non-binding term sheet for a PIPE financing that’s expected to include roughly 3,500 BTC ($230M) in consideration.
— The Block (@TheBlockCo) July 23, 2026
The proposed deal remains subject to due diligence and regulatory review. pic.twitter.com/oaYys0tfeI
A Bitcoin-for-Equity Structure, Not a Cash Raise
Most treasury companies raise cash, then buy Bitcoin on the open market afterward. Zhibao’s proposed structure instead transfers Bitcoin directly to the company as payment for newly issued shares, establishing the treasury as part of the financing itself. That mechanism is also why control is on the table: current management is expected to keep overseeing the legacy insurance business until a separation, disposition, or restructuring, even after the Buyer takes majority board seats.
Paying with an asset rather than cash lets a thinly traded issuer skip a step most PIPE deals require, lining up buyers with dollars, while still handing over governance control before a single share of legacy insurance revenue changes hands.
Nasdaq Deficiency Notice Sets the Backdrop
Only a week before the term sheet, Zhibao disclosed it had received a Nasdaq deficiency notice after its shares traded below the exchange’s minimum bid requirement, the same threshold noted above. The company now has until Jan. 6, 2027, to regain compliance with Nasdaq’s listing standards.
That deadline did not disappear once the Bitcoin headline hit. It moved the stock instead, with the same four-hour swing described above giving way to a steadier price by the end of the session. Traders reacted to the announcement itself, not to any confirmation that the deal will close.
No Single Bitcoin Treasury Playbook
More than 150 publicly traded companies now hold Bitcoin on their balance sheets, and Zhibao’s proposal lands inside a market where treasury strategies increasingly depend on each company’s own financing needs rather than a single shared playbook. Not every company is stacking more BTC: Empery sold 1,400 Bitcoin for about $87.1 million since May to repay debt, fund acquisitions, cover legal costs, and strengthen liquidity while keeping a smaller reserve.
Zhibao’s version sits closer to Empery’s than to a conviction buyer’s. It is not a company deploying spare cash flow into Bitcoin, and it is a distressed, sub-$1 Nasdaq listing offering up its own boardroom for a Bitcoin balance sheet instead, a materially different risk profile than either the accumulators or the sellers in this same cohort.
CoinLaw’s Takeaway
This reads less like a Bitcoin treasury announcement than a recapitalization settled in Bitcoin. The mechanism could give Zhibao a headline crypto balance sheet built from a nine-figure Bitcoin allocation, while handing board control to an outside buyer, and neither outcome is guaranteed yet. Both still depend on the same non-binding term sheet clearing due diligence, definitive agreements, and Nasdaq’s own listing review.
The more useful lens is the Nasdaq deficiency notice sitting one week upstream of this announcement. A sub-dollar stock facing a compliance deadline has an obvious incentive to attract any capital, in any form, that keeps the listing alive. Whether that capital happens to be Bitcoin instead of dollars says more about what kind of investor was willing to write the check than about Zhibao’s conviction in the asset itself.
