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 May 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
As previously reported, on April
3, 2024, Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), consummated its initial public
offering (“IPO”) of 1,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”),
at a public offering price of $4.00 per share, generating gross proceeds to the Company of $6 million before deducting underwriting discounts
and offering expenses. The Company granted EF Hutton LLC, acting as representative of the underwriters (the “Representative”),
an option (“Over-allotment Option”), exercisable for 45 days from April 3, 2024, to purchase up to an additional 225,000
Shares (the “Over-allotment Shares”) from the Company at the public offering price less the underwriting discounts
and offering expenses to cover the over-allotment.
On May 14, 2024, the
underwriters purchased additional 23,765 Over-Allotment Shares, generating gross proceeds of $95,060.
As previously reported, pursuant
to the underwriting agreement with the Representative, the Company issued to the Representative warrants (the “Representative’s
Warrants”) to purchase up to 75,000 Class A Shares of the Company.
In connection with the partial
exercise of the Over-allotment Option, on May 14, 2024, the Company issued to the Representative additional Representative’s
Warrants to purchase 1,188 Class A Shares of the Company, a copy of which is attached as Exhibit 4.1 to this report on Form 6-K.
On May 15, 2024,
the Company issued a press release announcing the closing of the Representative’s Over-Allotment Option, a copy of which is attached
as Exhibit 99.1 to this report on Form 6-K.
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, thereunto
duly authorized.
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Zhibao Technology Inc. |
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By: |
/s/ Botao Ma |
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Name: |
Botao Ma |
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Title: |
Chief Executive Officer |
Date: May 15, 2024
EXHIBIT INDEX
Exhibit 4.1
Representative’s
Warrant
THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) EF HUTTON LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER
OF EF HUTTON LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO September 25, 2024. VOID AFTER 5:00 P.M., EASTERN TIME, March 29, 2029.
CLASS
A ORDINARY SHARES PURCHASE WARRANT
For
the Purchase of 1,188 Class A Ordinary Shares
of
Zhibao Technology Inc.
1. Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of EF Hutton LLC (“Holder”),
as registered owner of this Purchase Warrant, to Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”),
Holder is entitled, at any time or from time to time from September 25, 2024 (the “Commencement Date”), and at or
before 5:00p.m., Eastern time, March 29, 2029 (the ”Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to 1,188 Class A ordinary shares, par value $0.0001 per share (“Ordinary
Shares”) of the Company (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration
Date is not a Business Day, then this Purchase Warrant may be exercised on the next succeeding Business Day. During the period commencing
on the Commencement Date and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase
Warrant. This Purchase Warrant is initially exercisable at $4.40 per Share; provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share
and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Business Day” shall
mean a day other than a Saturday, Sunday or any other day which is a federal legal holiday in the United States or any day on which the
Federal Reserve Bank of New York is authorized or required by law or other governmental action to close, provided that the Federal Reserve
Bank of New York shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential
employee” or similar closure of physical location at the direction of any governmental authority if the bank’s electronic
funds transfer systems (including for wire transfers) are open for use by customers on such day.
2. Exercise.
2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Warrant and, unless exercised pursuant to Section 2.2 hereof, payment of the Exercise Price
for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company
or by certified check or official bank check. If this Purchase Warrant is not exercised at or before 5:00 p.m., Eastern time, on the
Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall
cease and expire.
2.2 Cashless
Exercise. If at any time after the Commencement Date there is no effective registration statement registering, or no current
prospectus available for, the issuance or resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment
of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares
equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company,
together with the exercise form attached hereto, in which event the issue to Holder, Shares in accordance with the following formula:
Where,
| X |
= |
The number of Shares to be issued to Holder; |
| Y |
= |
The number of Shares for which the Purchase Warrant is being exercised; |
| A |
= |
The fair market value of one Share; and |
| B |
= |
The Exercise Price. |
For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:
| (i) | if
the Company’s Ordinary Shares are traded on a securities exchange, the value shall
be deemed to be the closing price on such exchange on the Business Day immediately preceding
the date that the exercise form is delivered in connection with the exercise of the Purchase
Warrant; or |
| (ii) | if
the Company’s Ordinary Shares are actively traded over-the-counter, the value shall
be deemed to be the closing bid price so reported on the Business Day immediately preceding
the date that the exercise form is delivered in connection with the exercise of the Purchase
Warrant; if there is no active public market, the value shall be the fair market value thereof,
as determined in good faith by the Company’s Board of Directors. |
2.3 Legend.
Unless the securities purchased under this Purchase Warrant have been registered under the Securities Act of 1933, as amended (the “Act”)
each certificate for such securities shall bear the following legend:
“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration
under the Securities Act and applicable state law which, in the opinion of counsel to the Company, is available.”
3. Transfer.
3.1 General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not:
(a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the Effective
Date to anyone other than: (i) EF Hutton) or an underwriter or a selected dealer participating in the Offering, or (ii) a bona fide officer
or partner of Hutton or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or
(b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or
call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except
as provided for in FINRA Rule 5110(g)(2). On and after 180 days after the Effective Date, transfers to others may be made subject to
compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to
the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days after receipt of the duly completed assignment
form transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants
of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder
or such portion of such number as shall be contemplated by any such assignment.
4. Registration
Rights.
4.1 Demand
Registration.
4.1.1 Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51% of the Purchase
Warrants and/or the underlying Shares (“Majority Holders”), agrees to register, on one occasion, all or any portion of the
Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”). The Company covenants and agrees
to give written notice of its receipt of any Demand Notice by the Majority Holder(s) to all other registered Holders of Registrable Securities
within ten (10) days after the date of the receipt of any such Demand Notice. Each such Holder desiring to include in such registration
statement all or any portion of the Registrable Securities then held by such Holder shall, within five (5) calendar days after receipt
of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the
number of Registrable Securities such Holder wishes to include in such registration statement. On such occasion, the Company will file
a registration statement with the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice
and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance
with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice
if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant
to Section 4.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or
(ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered
by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration
may be made at any time during a period of five (5) years beginning on the Commencement Date.
Notwithstanding
the foregoing, if the board of directors of the Company, in its good faith judgment, determines that any registration of Registrable
Securities under this Section 4.1 should not be made or continued because it would materially interfere with any material or potentially
material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations
related thereto, or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental
to the Company or otherwise make it undesirable for the Company to complete a demand registration at that time (a “Valid Business
Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the registration statement)
relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty (60) days after
the date when the demand registration was requested and (y) in case a Registration Statement has been filed relating to a demand registration,
the Company may postpone amending or supplementing such registration statement, (in which case, if the Valid Business Reason no longer
exists or if more than one 60-day period has passed since such postponement, the Majority Holder(s) may request a new demand registration
or request the prompt amendment or supplement of such registration statement). The Company shall give written notice to all Holders of
Registrable Securities who have elected to participate in the demand registration of its determination to postpone filing, amending or
supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each
case, promptly after the occurrence thereof (which notice shall notify each Holder only of the occurrence of such an event or the fact
that it no longer exists and shall provide no additional information regarding such event to the extent such information would constitute
material nonpublic information)
4.1.2 Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1, but
the Holders shall pay any and all underwriting discounts and commissions with respect to the sale of the Registrable Securities and the
expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The
Company agrees to use its reasonable best efforts to cause the filing required herein to become effective promptly and to qualify or
register the Registrable Securities in such states as are reasonably requested by the Holder(s); provided, however, that
in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause the
Company to be obligated to register or license to do business in such state or submit to general service of process in such state. The
Company shall cause any registration statement filed pursuant to the demand right granted under Section 4.1.1 to remain effective for
a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration
statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the
Company to sell the shares covered by such registration statement, and will immediately cease to use any prospectus furnished by the
Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission. Notwithstanding
the provisions of this Section 4.1.2, the Holder shall be entitled to a demand registration under this Section 4.1.2 on only one (1)
occasion and such demand registration right shall terminate on the fifth anniversary of the effectiveness of the registration statement
in accordance with FINRA Rule 5110(g)(8)(C).
Notwithstanding
the foregoing, if the board of directors of the Company, in its good faith judgment, determines that any registration of Registrable
Securities under this Section 4.1 should not be made or continued because it would materially interfere with any material or potentially
material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations
related thereto, or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental
to the Company or otherwise make it undesirable for the Company to complete a demand registration at that time (a “Valid Business
Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the registration statement)
relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty (60) days after
the date when the demand registration was requested and (y) in case a Registration Statement has been filed relating to a demand registration,
the Company may postpone amending or supplementing such registration statement, (in which case, if the Valid Business Reason no longer
exists or if more than one 60-day period has passed since such postponement, the Majority Holder(s) may request a new demand registration
or request the prompt amendment or supplement of such registration statement). The Company shall give written notice to all Holders of
Registrable Securities who have elected to participate in the demand registration of its determination to postpone filing, amending or
supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each
case, promptly after the occurrence thereof (which notice shall notify each Holder only of the occurrence of such an event or the fact
that it no longer exists and shall provide no additional information regarding such event to the extent such information would constitute
material nonpublic information)
4.2 “Piggy-Back”
Registration.
4.2.1 Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for a
period of no more than five (5) years from the date of effectiveness of the registration statement in accordance with FINRA Rule 5110(g)(8)(D),
to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection
with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form);
provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company,
the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Ordinary Shares which may
be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation
is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such
limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall
reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities
in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the
Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of
which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with
the Registrable Securities.
4.2.2 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, but
the Holders shall pay any and all underwriting discounts and commissions in connection with the sale of the Registrable Securities and
the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.
In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not
less than twenty (20) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders
shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities
have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for
herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration
statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request
registration under this Section 4.2.2; provided, however, that such registration rights shall terminate on the fifth anniversary
of the Commencement Date.
4.3 General
Terms.
4.3.1 Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and
each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of April 1,
2024. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to
which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf
of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent
and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the Underwriters
have agreed to indemnify the Company.
4.3.2 Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their
Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.
4.3.3 Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter
of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a
report on the Company’s financial statements included in such registration statement, in each case covering substantially the same
matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to
the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder
and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the
registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times, during the normal business hours, as any such Holder
shall reasonably request.
4.3.4 Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders
whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably satisfactory
to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,
and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in
agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants
of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall
not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders, their Shares and their intended methods of distribution.
4.3.5 Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company
a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.
4.3.6 Damages.
Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the
Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity
of posting bond or other security.
5. New
Purchase Warrants to be Issued.
5.1 Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole
or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.
5.2 Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase
Warrant and of reasonably satisfactory indemnification or the posting of a bond, determined in the sole discretion of the Company, the
Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered
as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.
6. Certain
Adjustments.
6.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be
subject to adjustment from time to time as hereinafter set forth provided that the Exercise Price shall not be adjusted such that it
would result in the Ordinary Shares being issued at a price below their par value.
6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary
Shares is increased by a dividend payable in Ordinary Shares or by a split up of Ordinary Shares or other similar event, then, on the
effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Ordinary
Shares, and the Exercise Price shall be proportionately decreased.
6.1.2 Aggregation
of Shares If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary Shares
is decreased by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Ordinary Shares,
and the Exercise Price shall be proportionately increased.
6.1.3 Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 6.1.1 above, if at any time during which this Warrant
is outstanding the Company grants, issues or sells any securities of the Company which by their terms are convertible into or exercisable
for Ordinary Shares (“Ordinary Share Equivalents”) or other rights to purchase shares, warrants, securities or other
property, pro rata to all of the record holders of the Ordinary Shares and/or Class B Ordinary Shares (the “Purchase Rights”),
and not the Holder, then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which the Holder could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of
this Purchase Warrant immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the grant, issue
or sale of such Purchase Rights. The provisions of this Section 6.1.2 will not apply to any grant, issuance or sale of Ordinary
Share Equivalents or other rights to purchase shares, warrants, securities or other property of the Company which is not made pro rata
to all of the record holders of Ordinary Shares.
6.1.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares other
than a change covered by Section 6.1.1, 6.1.2 or 6.1.3 hereof or that solely affects the par value of such Ordinary Shares,
or in the case of any share reconstruction or amalgamation or merger or consolidation of the Company with or into another corporation
or other entity (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety, or in the
case any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed
pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property
and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, or in the case the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory
share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property,
or (in the case the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another person or group of persons, whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares
(not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with the
other Persons making or party to, such stock or share purchase agreement or other business combination), then the Holder of this Purchase
Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares
or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation,
or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1, 6.1.2 or 6.1.3, then such adjustment shall be made pursuant to Sections 6.1.1,
6.1.2 or 6.1.3 and this Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.
6.1.5 Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1,
and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase
Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting
a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the
computation thereof.
6.2 Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or
into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Ordinary Shares ), the corporation formed by such consolidation or share reconstruction or amalgamation
shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding
or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares and other securities and property receivable upon such consolidation or share
reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company for which such Purchase Warrant might have
been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase
Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision
of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.
6.3 Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise
of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest
whole number of Shares or other securities, properties or rights.
6.4 Notice
to Holder.
6.4.1 Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 6, the Company shall
promptly provide the Holder with a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Shares and setting forth a brief statement of the facts requiring such adjustment.
6.4.2 Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary
Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company
shall authorize the granting to all holders of the Ordinary Shares rights or warrants to subscribe for or purchase any shares of any
class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash
or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of
the Company, then, in each case, the Company shall provide the Holder with, at least 10 days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
provide such notice or any defect therein or in the provision thereof shall not affect the validity of the corporate action required
to be specified in such notice. The Holder shall remain entitled to exercise this Representative’s Warrant during the period commencing
on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Notwithstanding the foregoing, no notice need be given to the Holder if the Company makes a public announcement of the applicable event
via nationally distributed press release or via a publicly available and legally compliant filing with the U.S. Securities and Exchange
Commission.
7. Reservation
and Listing; Registration Rights
7.1 The
Company shall at all times reserve and keep available out of its authorized Ordinary Shares, solely for the purpose of issuance upon
exercise of this Representative’s Warrant, such number of Shares or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Representative’s Warrant and payment of
the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be
duly and validly issued, fully paid and non-assessable and not subject to preemptive or similar rights of any shareholder and free and
clear of all liens, taxes and charges. As long as this Representative’s Warrant shall be outstanding, the Company shall use commercially
reasonable efforts to cause all Shares issuable upon exercise of this Representative’s Warrant to be listed (subject to official
notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB or OTCQX Markets operated by OTC Markets Group,
Inc., or any similar over-the-counter market) on which the Shares issued to the public in the Offering may then be listed and/or quoted.
8. Certain
Notice Requirements.
8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in
Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days
prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled
to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the
case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders
of the Company at the same time and in the same manner that such notice is given to the shareholders.
8.2 Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all
the holders of its Ordinary Shares any additional shares of the Company or securities convertible into or exchangeable for shares of
the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its
property, assets and business shall be proposed.
8.3 Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the
event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.
8.4 Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder
of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following
address or to such other address as the Company may designate by notice to the Holders:
If
to the Holder:
EF
Hutton LLC
590 Madison Avenue, 39th Floor
New York, New York 10022
Attn: Mr. Joseph T. Rallo, Chief Executive Officer
Email:
jrallo@efhuttongroup.com
Fax
No.:
with
a copy (which shall not constitute notice) to:
Loeb
& Loeb LLP
345 Park Avenue
New York, NY 10154
Attn: Mitchell S. Nussbaum, Esq.
Email: mnussbaum@loeb.com
If
to the Company:
Zhibao
Technology Inc.
Floor
3, Building 6, Wuxing Road, Lane 727
Pudong New Area, Shanghai 201204
Attention: Botao Ma, Chief Executive Officer
Email: botao.ma@zhibao-tech.com
with
a copy (which shall not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New
York, NY 10105
Attention: Richard Anslow, Esq.
Email: ranslow@egsllp.com
9. Miscellaneous.
9.1 Amendments.
The Company and Hutton may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in
order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Hutton may
deem necessary or desirable and that the Company and Hutton deem shall not adversely affect the interest of the Holders. All other modifications
or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment
is sought.
9.2 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.
9.3 Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4 Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have
any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.
9.5 Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced
in the courts located in the City of New York, County of New York, or in the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company
may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to
it at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall
be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable
law, on behalf of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
9.6 Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be
deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of
any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in
a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any
such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.
9.7 Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the fourteenth day of
May, 2024.
| ZHIBAO TECHNOLOGY
INC. |
|
| |
|
|
| By: |
/s/
Botao Ma |
|
| Name: |
Botao Ma |
|
| Title: |
Chief Executive Officer |
|
[Form
to be used to exercise Purchase Warrant]
Date:
__________, 20___
The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ Class A ordinary shares, par value $0.0001 per share
(the “Shares”), of Zhibao Technology Inc., a Cayman Islands company (the “Company”), and hereby
makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as
to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant
representing the number of Shares for which this Purchase Warrant has not been exercised.
or
The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______
Shares, as determined in accordance with the following formula:
Where,
| X |
= |
The number of Shares to be issued to Holder; |
| Y |
= |
The number of Shares for which the Purchase Warrant is being exercised; |
| A |
= |
The fair market value of one Share which is equal to $_____; and |
| B |
= |
The Exercise Price which is equal to $______ per share |
The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.
Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.
Signature
___________________________________
Signature
Guaranteed __________________________
| INSTRUCTIONS FOR REGISTRATION OF SECURITIES |
| |
|
| Name: |
|
|
| (Print in Block Letters) |
|
| |
|
| Address: |
|
|
| |
|
|
| |
|
|
NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.
[Form
to be used to assign Purchase Warrant]
ASSIGNMENT
(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):
FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase Class A ordinary shares, par value
$0.0001 per share, of Zhibao Technology Inc., a Cayman Islands corporation (the “Company”), evidenced by the Purchase
Warrant and does hereby authorize the Company to transfer such right on the books of the Company.
Dated:
__________, 20__
Signature
_____________________________________
Signature
Guaranteed ____________________________
NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.
Exhibit 99.1
Zhibao Technology Inc. Announces Closing of
Underwriters’ Over-Allotment Option in Connection With Its Initial Public Offering
Shanghai, China, May 15, 2024 –
Zhibao Technology Inc. (Nasdaq: ZBAO) (“Zhibao” or the “Company”), a leading and high growth InsurTech
company primarily engaging in providing digital insurance brokerage services through its operating entities in China, today
announced that it issued an additional 23,765 Class A ordinary shares of the Company pursuant to the partial exercise of the
underwriter’s over-allotment option in connection with the Company’s initial public offering at $4.00 per share,
resulting in additional gross proceeds of $95,060.
Total proceeds of the Company’s initial
public offering, including the exercise of the over-allotment option, were $6,095,060, before offering expenses and underwriting discounts.
EF Hutton LLC acted as the sole book-running manager
for the offering.
A registration statement on Form F-1 (File Number: 333 -274431) relating
to the offering, as amended, was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective
by the SEC on March 29, 2024. A final prospectus related to the offering was filed on April 2, 2024, and made available on the SEC’s website
at http://www.sec.gov. The offering was made only by means of a prospectus, forming part of the effective registration statement. A copy
of the final prospectus related to the offering may be obtained from EF Hutton LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022,
Attention: Syndicate Department, or via email at syndicate@efhutton.com or telephone at (212) 404-7002. In addition, a copy of the final
prospectus relating to the offering may be obtained via the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Zhibao Technology Inc.
Zhibao Technology Inc. (“Zhibao” or
the “Company”) is a leading and high growth InsurTech company primarily engaging in providing digital insurance brokerage
services through its operating entities (“Zhibao China Group”) in China. 2B2C (“to-business-to-customer”) digital
embedded insurance is the Company’s innovative business model, which Zhibao China Group pioneered in China. Zhibao China Group launched
the first digital insurance brokerage platform in China in 2020, which is powered by their proprietary PaaS (“Platform as a Service”).
Zhibao has developed more than 40 proprietary
and innovative digital insurance solutions addressing different scenarios in a wide range of industries, including but not limited to
travel, sports, logistics, utilities, and e-commerce. Zhibao China Group acquire and analyze customer data, utilize big data and artificial
intelligence technology to continually iterate and enhance its digital insurance solutions. This iterative process, in addition to continually
improving its digital insurance solutions, will keep the Company abreast of the new trends and customer preferences in the market.
For more information, please visit the
Company’s website at www.zhibao-tech.com.
Forward-Looking Statements
Statements in this press release about future expectations, plans and
prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements”
within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “is/are likely
to,” “potential,” “predict,” “project,” “should,” “target,” “will,”
“would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required
by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions,
and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. Although the Company
believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review
at www.sec.gov.
Contact Information:
For Media and Investor Relations:
Zhibao Technology Inc.
Investor Relations Office
ir@zhibao-tech.com
Skyline Corporate Communications Group, LLC
Scott Powell, President
Avenues Tower
1177 Avenue of the Americas, 5th floor
New York, NY 10036
Office: (646) 893-5835
Email: info@skylineccg.com
3
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