UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
Commission File Number: 001-42000
Zhibao Technology Inc.
(Translation of registrant’s name into English)
Floor 3, Building 6, Wuxing Road, Lane 727
Pudong New Area, Shanghai, China, 201204
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Financing
As previously disclosed on a Form 6-K on September 23, 2024, Zhibao Technology Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”), which provides for loans in an aggregate principal amount of up to $8.0 million under three tranches (the “Financing”). D. Boral Capital LLC (formerly known as EF Hutton LLC) acted as the sole placement agent in the Financing.
On September 23, 2024, the Company consummated the first closing of the first tranche (the “First Closing of First Tranche”) by issuing and selling to the Investor, in a private placement, (A) a convertible promissory note in the aggregate principal amount of up to $2,500,000 (the “Note”), (B) a warrant to purchase up to 74,451 Class A ordinary shares (“Ordinary Share”) at an initial exercise price of $4.71 per Ordinary Share, subject to certain adjustments, and (C) a pre-funded warrant to purchase up to 191,522 Ordinary Shares at a nominal exercise price of $0.0001 per Ordinary Share, subject to certain adjustments (the “Pre-Funded Warrant”). Pre-Funded Warrants may only be exercised upon occurrence of an Event of Default (as defined in the Note). In return, the Company received $675,000 (net of original issue discount of 10%) in the First Closing of First Tranche, excluding expenses and commissions.
As previously disclosed on a Form 6-K on October 2, 2024, on September 30, 2024, the Company filed a Registration Statement on Form F-1 (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to the terms of the Securities Purchase Agreement. Accordingly, on October 1, 2024, the Company and the Investor consummated the second closing of the first tranche (the “Second Closing of the First Tranche”). The Company received additional $675,000 (net of original issue discount of 10%) in the Second Closing of the First Tranche, excluding expenses and commissions , and issued to the Investor a warrant to purchase up to 79,599 Ordinary Shares at an initial exercise price of $4.47 per Ordinary Share, subject to certain adjustments.
On December 11, 2024, the Company and the Investor entered into a letter agreement (the “Letter Agreement”) and mutually agreed to waive the requirement under the Securities Purchase Agreement that the DACA and DACA Account have been executed and established, respectively, before closing of the remaining portion of the first tranche in the amount of $900,000 as provided under Section 2.1(a)(iii) of the Securities Purchase Agreement.
Accordingly, on December 11, 2024, pursuant to the terms of the Securities Purchase Agreement and the Letter Agreement, the Company and the Investor consummated the third closing of the first tranche (the “Third Closing of the First Tranche”), the Company received additional $900,000 (net of original issue discount of 10%) in the Third Closing of the First Tranche, excluding expenses and commissions, and issued to the Investor a warrant to purchase up to 160,020 Ordinary Shares at an initial exercise price of $3.25 per Ordinary Share, subject to certain adjustments.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1, respectively, to this Current Report on Form 6-K and are incorporated herein by reference.
Based in part upon the representations of the Investor in the Securities Purchase Agreement, the placement and sale of the Warrants was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws.
None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form 6-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.
This Form 6-K is hereby incorporated by reference into the registration statement of the Company on Form F-1 (Registration No. 333-282423), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
Exhibits.
| * | Filed herewith. |
| + | Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Zhibao Technology Inc. |
| | | |
| Date: December 11, 2024 | By: | /s/ Botao Ma |
| | | Name: | Botao Ma |
| | | Title: | Chief Executive Officer |
