F-1: Zhibao Technology Inc. Files for Share Offering

Zhibao Technology Inc. has filed a registration statement with the SEC to offer up to 23,777,779 Class A ordinary shares.

Summary

• Zhibao Technology Inc. is an exempted company incorporated in the Cayman Islands, operating primarily in China as a digital insurance brokerage and MGU services provider.
• The company is filing a registration statement to allow for the resale of up to 23,777,779 Class A ordinary shares by 3i, LP, which are issuable upon conversion of senior secured convertible promissory notes.
• Zhibao Technology's business model focuses on a 2B2C digital embedded insurance approach, partnering with over 2,400 business channels to reach over 24 million end customers.
• The company experienced revenue growth from RMB 142.1 million in FY2023 to RMB 276.9 million in FY2025, but reported net losses in FY2023 (RMB 43.1 million) and FY2025 (RMB 62.0 million), with profitability in FY2024 (RMB 13.3 million).
• Significant risks are highlighted, including those related to operating in China, regulatory changes, data security, potential delisting from Nasdaq due to auditor inspection issues, and substantial influence from its CEO and Chairman, Mr. Botao Ma.
• The company has identified material weaknesses in internal controls over financial reporting and has substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as negative due to the company's going concern issues, material weaknesses in internal controls, and recent net losses, despite revenue growth and a promising business model.

Positives

• The company has shown significant revenue growth, increasing by 29% in FY2024 and 51% in FY2025.
• Zhibao Technology has a pioneering and market-leading 2B2C embedded insurance business model in China.
• The company has developed over 40 proprietary digital insurance solutions powered by its PaaS platform.
• It has a large and growing customer base, having secured over 24 million end customers through more than 2,400 B channels.
• The company has an experienced management team with extensive expertise in the insurance industry and digital technology.
• Zhibao Technology has a strategic plan to expand its B channels, sales force, 2C business, digital solutions, and global reach.

Negatives

• The company incurred net losses in FY2023 (RMB 43.1 million) and FY2025 (RMB 62.0 million).
• There are substantial doubts about the company's ability to continue as a going concern, with a working capital of RMB 0.4 million and accumulated deficits of RMB 193.9 million as of June 30, 2025.
• The company has identified two material weaknesses in its internal controls over financial reporting.
• The company's reliance on a few key insurance companies for a significant portion of its revenue poses a risk.
• The company is dependent on its B channels, and failure to acquire or retain them cost-effectively could adversely affect its business.
• The company faces significant risks related to operating in China, including regulatory uncertainties, political and economic policy changes, and potential government intervention.
• The company's Class A ordinary shares may be delisted from Nasdaq if it fails to meet continued listing standards, such as the minimum bid price requirement.

Risks

• Risks related to doing business in China, including potential delisting under the HFCA Act, changes in PRC government policies, uncertainties in PRC law interpretation and enforcement, and substantial PRC government influence over business activities.
• Risks related to the company's business and industry, such as dependence on key insurance companies and B channels, failure to comply with MGU service regulations, the need for continuous technology upgrades, and potential harm from internet information service regulations.
• Risks related to offering and ownership of Class A ordinary shares, including the lack of a developed trading market, potential delisting from Nasdaq, volatility of share price, dilutive impact of outstanding warrants and convertible notes, and the significant influence of the CEO and Chairman.
• The company is subject to governmental regulations and other legal obligations related to privacy, information security, and data protection, and any security breaches could harm its brand and business.
• There is substantial doubt about the company's ability to continue as a going concern.
• The company's reliance on dividends from its PRC subsidiaries for cash needs could be limited by PRC regulations.
• The company's operations are subject to risks associated with leased properties in China, including unregistered lease agreements and potential issues with lessor ownership proof.

Future Outlook

The company plans to grow by accelerating the expansion of B channels, expanding its sales force, driving additional conversions for existing end customers (2C business), upgrading and enriching its digital insurance solutions, upgrading and enhancing its PaaS platform, expanding the scale of its MGU business, supporting its services through its subsidiary reinsurance company, seeking new strategic partnerships, and expanding its business globally.

Industry Context

StockSavvy.ai notes that Zhibao Technology operates in the rapidly evolving InsurTech sector in China, focusing on a 2B2C embedded insurance model. This model leverages partnerships with businesses to embed insurance solutions into their customer journeys, a strategy gaining traction in the digital economy. The company's growth and profitability are closely tied to the adoption of digital insurance services and the regulatory environment in China.

Legal Proceedings

• Zhibao China is involved in a lawsuit against Taiping General Insurance Company Limited for breach of contract, with a judgment in favor of Zhibao China in the first instance, currently under appeal.
• Zhonglian filed a lawsuit against Hangzhou Fuxiaoyun Technology Co., Ltd. for breach of contract.
• Lianren Health filed a lawsuit against Sunshine Insurance Brokers for outstanding service fees.
• Shanghai Qibao Technology Co., Ltd. filed a lawsuit against Sunshine Insurance Brokers for service contract dispute, with a court ruling to freeze Sunshine Insurance Brokers' bank deposits.

Stakeholder Impact

• Shareholders may experience dilution due to the potential issuance of a large number of Class A ordinary shares.
• Investors may face risks associated with the company's going concern status and material weaknesses in internal controls.
• The company's reliance on its B channels could impact the services provided to end customers if these relationships are strained.
• Potential delisting from Nasdaq could limit investors' ability to trade their shares.

Next Steps

• The company plans to submit a filing to the CSRC within three business days after the effectiveness of this registration statement.
• The company will continue to expand its B channel network.
• The company intends to develop new insurance solutions and upgrade existing ones.
• The company plans to invest in R&D to upgrade and enhance its PaaS platform.
• The company aims to increase MGU partners and expand MGU online business by June 2026.
• The company plans to seek new strategic partnerships and potential M&A targets.
• The company plans to expand its business globally.

Key Dates

Recommendation

The company exhibits significant financial distress, including going concern issues and material weaknesses in internal controls, alongside substantial regulatory and operational risks associated with its China-based operations. Despite revenue growth, the persistent net losses and lack of profitability raise serious concerns about its long-term viability and the value of its shares.

Keywords

Zhibao Technology Inc., SEC Filing, Form F-1, Registration Statement, Class A Ordinary Shares, Convertible Notes, Resale Offering, 3i LP, InsurTech, Digital Insurance Brokerage, China, Cayman Islands, Nasdaq, Financial Reporting, Internal Controls, Going Concern, PRC Regulations, Data Security