Business Context and Reporting Period
This Form 6-K filing by Zhibao Technology Inc. covers the month of September 2026. The report details a private placement transaction involving the issuance of senior secured convertible notes to a third-party investor (identified in exhibits as 3i, LP) and amendments to the underlying Securities Purchase Agreement (SPA).
Key Financial Metrics and Transaction Details
- Third Note Issuance: On September 17, 2026, the Company issued a senior secured convertible note with an original principal amount of $1,000,000.
- Proceeds: The Third Note was purchased for $900,000, reflecting a 10% original issue discount.
- Cumulative Note Issuance:
- First Note (April 10, 2026): $3,333,333 principal ($3,000,000 proceeds).
- Second Note (June 4, 2026): $555,556 principal ($500,000 proceeds).
- Third Note (September 17, 2026): $1,000,000 principal ($900,000 proceeds).
- Total Principal Issued to Date: $4,888,889.
- Total Proceeds Received to Date: $4,400,000.
- Repayment Terms: The Third Note requires 12 equal monthly installment payments.
- Share Cap: Conversion of the Third Note is capped at 35,941,170 Class A ordinary shares. If this cap is reached, the Company must pay 125% of the outstanding principal, interest, Made-Whole Amount, and late charges.
Material Changes and Amendments
On September 17, 2026, the Company and the Note Holder executed an Amendment to the SPA and Notes, alongside a Waiver Agreement. Key changes include:
- Removal of Floor Price: The floor price and associated cash true-up payments were removed from the First Note, Second Note, and any future notes under the SPA. (Previously, the floor price was amended from $0.30 to $0.22 in August 2026).
- Closing Structure: The Amendment allows for multiple closings regarding the remaining availability under the SPA.
- Waivers: The Note Holder waived certain terms and conditions specifically for the Third Closing.
Outlook, Risks, and Management Commentary
The filing does not provide general business outlook, revenue guidance, or management commentary on operational performance. The primary focus is on the financing structure and debt obligations.
Risks and Contingencies:
- Liquidity Obligation: The Company faces a significant cash outflow risk if the share cap on the Third Note is triggered, requiring a payout of 125% of the debt value.
- Debt Service: The Third Note introduces immediate monthly installment payment obligations.
- Dilution: Conversion of the notes could result in significant dilution to existing shareholders, subject to the share cap.
Investor Verification Checklist
- Verify the Company's current cash position to ensure it can meet the 12 monthly installment payments on the Third Note.
- Assess the risk of the "Share Cap" being reached, which would trigger a mandatory 125% cash payout.
- Review the total outstanding principal ($4,888,889) against the Company's total liquidity and available credit facilities.
- Confirm the identity and terms of the "Note Holder" (3i, LP) and any potential conflicts of interest.
- Examine the full text of Exhibits 10.1, 10.2, and 4.1 for specific definitions of "Made-Whole Amount" and late charges.