ZBAO Zhibao Technology Inc.

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Executive Summary

The SEC declared effective the F-1 registration statement (File No. 333-295272) for Zhibao Technology Inc. on June 4, 2026, covering the resale of up to 23,777,779 Class A ordinary shares by selling shareholder 3i, LP, issuable upon conversion of senior secured convertible promissory notes. While the company receives no proceeds from this resale shelf, the effectiveness removes the final regulatory barrier for 3i to convert and sell shares into the market, creating a massive potential dilution overhang of ~23.8M shares against a $23M market cap, representing a substantial portion of total shares outstanding at current prices.

Actionable Insight

Key Facts

• Effectiveness date: June 4, 2026 for Registration Statement No. 333-295272.
• Covers resale of up to 23,777,779 Class A ordinary shares by selling shareholder 3i, LP.
• Shares are issuable upon conversion of senior secured convertible promissory notes from an April 8, 2026 securities purchase agreement.
• Company receives no proceeds from this offering.
• Current market cap is ~$23M; last reported price was $0.84/share (as of April 20, 2026 per the F-1/A).
• This is a continuous resale shelf (Rule 415), allowing 3i to sell at any time in the open market.
• Historical T+20 performance on ZBAO filing reports has been poor (avg -4.26%), but this is a materially new event.

Financial Impact

Potential overhang of up to 23.8M shares, likely representing a very large portion of current float. Based on last price of $0.84/share, the nominal sale value could reach ~$20M, nearly the entire market cap.

Risk Factors

• Massive share overhang relative to market cap — 3i can sell up to ~23.8M shares into a thin float.
• Continuous resale shelf creates indefinite dilution risk with no financing benefit to the company.
• PRC holding company structure and regulatory risks add to downside uncertainty.

Market Snapshot

Documents Analyzed

This report is based on 3 SEC documents filed with EDGAR.

US Market Status