Zhibao Technology Inc. Class A Ordinary Shares

Zhibao Technology Inc. has entered into a definitive Merger and Acquisition Agreement dated September 28, 2026, to acquire 100% of the issued shares of NEXSYS TECH SDN. BHD., a newly incorporated Malaysian entity through which the InsurTech company intends to develop an AI computing infrastructure business. The total consideration consists of $1 in cash payable at closing plus up to $7.5 million in contingent earn-out consideration payable solely through the issuance of Zhibao's Class A ordinary shares, earned only if NEXSYS achieves an aggregate cumulative audited net profit target of $3.015 million over a 27-month evaluation term running from October 1, 2026, through December 31, 2028, supported by a reference revenue objective of $201 million and a reference net profit margin of 1.5%. NEXSYS's planned operations focus on high-end GPU servers, high-performance computing hardware, cluster integration and deployment, and computing power hosting and leasing for applications including large model training, AI inference, scientific computing, and 3D rendering. NEXSYS management reports cooperation arrangements relating to internet data center facilities in East Malaysia and Indonesia covering an aggregate rack power capacity of approximately 26 megawatts, and has completed know-your-customer verification in Malaysia for proposed procurement of systems incorporating top-of-the-line GPUs, with estimated delivery lead times of 4 to 8 weeks per order. The acquisition is expected to close within 30 days after signing, subject to customary closing conditions including satisfactory due diligence, clear title, and required corporate and regulatory approvals, after which Zhibao will become NEXSYS's sole shareholder and consolidate its financial results.

Zhibao Technology, a Nasdaq-listed Chinese insurance-technology company, has closed a $154.7 million private placement funded entirely in cryptocurrency. A syndicate of non-U.S. investors paid for the raise by contributing 2,380 Bitcoin directly to a company wallet, valued at a reference price of $65,000 each as of July 30. In exchange, the investors received 442 million units priced at $0.35 apiece, each pairing a Class A ordinary share with a two-year warrant, with roughly 396 million units delivered at closing and the remainder subject to shareholder approval. Director Botao Ma called the financing one of the most transformational moments in the company's decade-long history, saying it strengthens Zhibao's financial base and positions it to expand its AI-driven insurance products. The move adds Zhibao to a growing list of public companies holding Bitcoin on their balance sheets, though its all-crypto funding structure differs from the cash-raise-then-buy model used by most treasury firms.