ZBAO 6-K
Zhibao Technology Inc. (ZBAO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-42000
Zhibao Technology Inc.
(Translation of registrant’s name intoEnglish)
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 ☐
EXPLANATORY NOTE
This Report on Form 6-K is hereby incorporated by reference into the registration statements on Form S-8 (Registration No. 333-293537) and on Form F-1 (Registration No. 333-295272), as amended, to the extent not superseded by documents or reports subsequently filed or furnished by Zhibao Technology Inc. (the “Company”) under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Amendment to Senior Secured Convertible Promissory Notes
On August 5, 2026, the Company and 3i, LP (“3i”) entered into an Amendment to the Senior Secured Convertible Notes (the “Amendment”), pursuant to which the definition of “Floor Price” in the senior secured convertible notes dated as of April 10, 2026 and June 5, 2026 issued by the Company to 3i (collectively, the “Notes”) was amended from $0.30 to $0.22. Except for this change, the remaining terms of the Notes remain in full force and effect.
Forward-Looking Statements
This Form 6-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies, the Company’s business development, financial condition and results of operations, change in valuation, changes in the Company’s expenditures, general economic and business conditions globally, and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with the SEC. Forward-looking statements speak only as of the date of this Form 6-K. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Amendment to the Senior Secured Convertible Notes |
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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.
| Zhibao Technology Inc. | |
|---|---|
| By: | /s/ Botao Ma |
| Name: | Botao Ma |
| Title: | Chief Executive Officer |
Date: August 6, 2026
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Exhibit 10.1
AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTES
This Amendment (this “Amendment”), dated as of August 5, 2026 (the “Effective Date”), to (a) that certain Senior Secured Convertible Note issued to the holder set forth on the signature page hereto (the “Holder”) on April 10, 2026 in the original principal amount of $3,333,333 (the “April Note”), and (b) that certain Senior Secured Convertible Note issued to the Holder on June 5, 2026 in the original principal amount of $555,556 (the “June Note” and, together with the April Note, the “Notes”), is entered into by and between Zhibao Technology Inc., a Cayman Islands exempted company (the “Company”), and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the April Note.
WHEREAS, any provision of each of the Notes may be amended by a written instrument executed by the Company and the Holder, which amendment shall be binding on all successors and assigns.
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:
- Amendmentsto the Notes. Section 31(t) of each of the Notes shall be deleted in its entirety and replaced with:
“(t) “Floor Price” means $0.22, subject to adjustment for reverse and forward share splits, recapitalizations and similar transactions.”
Effect. Upon the Effective Date, each reference in each of the Notes to “this Note”, “hereunder”, “hereof” or words of like import referring to such agreement, and each reference in the other Transaction Documents to “the Note”, “thereof” or words of like import referring to such agreement, shall mean and be a reference to the Notes as modified and amended by this Amendment. Except as expressly modified or waived herein, the terms of each of the Notes shall remain in full force and effect and are hereby in all respects ratified and confirmed by the Company
GoverningLaw. The provisions of Section 27 of each of the Notes are incorporated herein by reference mutatis mutandis.
Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.
[Remainder of page intentionallyblank; signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date set forth above.
| COMPANY: | |
|---|---|
| ZHIBAO TECHNOLOGY INC. | |
| **** | |
| By: | /s/ Botao Ma |
| Name: | Botao Ma |
| Title: | Chief Executive Officer |
| HOLDER: | |
| 3i, LP | |
| **** | |
| By: 3i Management LLC, its General Partner | |
| **** | |
| By: | /s/ Maier J. Tarlow |
| Name: | Maier J. Tarlow |
| Title: | Manager |
Signature Page to
Amendment to Senior SecuredConvertible Notes