The registration is now effective, so 3i can begin converting notes and selling shares into the market at any time. Expect persistent downward pressure on ZBAO as 3i unwinds its position. Watch for a Form 424B4 or 424B5 prospectus supplement announcing the start of sales. Avoid going long until the overhang is substantially reduced or absorbed.
Price Chart
Executive Summary
The SEC declared effective the F-1 registration statement (File No. 333-295272) for Zhibao Technology Inc. on June 4, 2026, covering the resale of up to 23,777,779 Class A ordinary shares by selling shareholder 3i, LP, issuable upon conversion of senior secured convertible promissory notes. While the company receives no proceeds from this resale shelf, the effectiveness removes the final regulatory barrier for 3i to convert and sell shares into the market, creating a massive potential dilution overhang of ~23.8M shares against a $23M market cap, representing a substantial portion of total shares outstanding at current prices.
Key Facts
- Effectiveness date: June 4, 2026 for Registration Statement No. 333-295272.
- Covers resale of up to 23,777,779 Class A ordinary shares by selling shareholder 3i, LP.
- Shares are issuable upon conversion of senior secured convertible promissory notes from an April 8, 2026 securities purchase agreement.
- Company receives no proceeds from this offering.
- Current market cap is ~$23M; last reported price was $0.84/share (as of April 20, 2026 per the F-1/A).
- This is a continuous resale shelf (Rule 415), allowing 3i to sell at any time in the open market.
Financial Impact
Potential overhang of up to 23.8M shares, likely representing a very large portion of current float. Based on last price of $0.84/share, the nominal sale value could reach ~$20M, nearly the entire market cap.
Risk Factors
- Massive share overhang relative to market cap — 3i can sell up to ~23.8M shares into a thin float.
- Continuous resale shelf creates indefinite dilution risk with no financing benefit to the company.
- PRC holding company structure and regulatory risks add to downside uncertainty.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| EFFECT Filing (Primary) | 9999999995-26-001880 |
| Document: 9999999995-26-001880-index.html | 9999999995-26-001880 |
| Document: 9999999995-26-001880.txt | 9999999995-26-001880 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 8, 2026 19d ago | 6-K | $0.0586 $0.0190 | ▲ +67.50% | ▲ +67.22% | $0.3340 (−469.97%) |
Sep 28, 2026 29d ago | 6-K | $4.35 $4.45 | ▲ +2.30% | ▲ +1.09% | $0.3340 (−92.32%) |
Sep 17, 2026 5w ago | 6-K | $0.1160 $0.0934 | ▲ +19.48% | ▲ +20.08% | $0.3340 (−187.93%) |
Sep 11, 2026 6w ago | EFFECT | $0.1490 $0.1144 | ▲ +23.22% | ▲ +23.00% | $0.3340 (−124.16%) |
Aug 31, 2026 8w ago | F-1 | $0.1697 $0.1557 | ▲ +8.25% | ▲ +8.11% | $0.3340 (−96.82%) |
Jul 31, 2026 12w ago | 6-K | $0.2001 $0.1881 | ▲ +6.00% | ▲ +9.51% | $0.3340 (−66.92%) |
Jul 22, 2026 13w ago | 6-K | $0.2620 $0.1590 | ▼ −39.31% | ▼ −36.91% | $0.3340 (+27.48%) |
Jul 15, 2026 14w ago | 6-K | $0.2538 $0.2522 | ▲ +0.63% | ▼ −1.04% | $0.3340 (−31.60%) |
Jul 6, 2026 16w ago | 6-K | $0.4210 $0.2895 | ▼ −31.24% | ▼ −30.95% | $0.3340 (−20.67%) |
Jun 5, 2026 20w ago | EFFECT | $0.6668 $0.6260 | ▲ +6.12% | ▲ +6.69% | $0.3340 (+49.91%) |
US Market Status
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