On June 22, 2025 Zhibao Technology Enters $15M Equity Purchase Agreement With Hudson Global Ventures

Author: Benzinga Newsdesk | June 26, 2025 03:38pm

Entry into a Material Definitive Agreement.

 

Equity Purchase Agreement

On June 22, 2025, Zhibao Technology Inc., a Cayman Islands exempted company (the "Company"), entered into an Equity Purchase Agreement with Hudson Global Ventures, LLC, a Nevada limited liability company ("Hudson" and the agreement, the "Hudson EPA") in connection with setting up certain equity line of credit facility (the "Hudson ELOC"). Pursuant to the Hudson EPA, Hudson has agreed to purchase up to $15,000,000 (the "Aggregate Limit") of the Company's Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") over a two-year period commencing on June 22, 2025, subject to earlier terminations (the "Commitment Period"). Under the Hudson EPA, the Company may, by delivering a written notice to Hudson (each such notice, a "Put Notice") setting forth the shares (such shares, the "Put Shares", and the date on which such Put Notice is delivered, the "Put Date"), directing Hudson to purchase the Class A Ordinary Shares in an amount (i) not lower than $25,000 (calculated using the "Initial Purchase Price", which is equal to 90% of closing price of the Class A Ordinary Shares on Nasdaq on the trading day immediately preceding the respective Put Date)) and (ii) up to the lesser of (a) $2,000,000.00, or (b) 200% of the average daily trading value (calculated as the average trading volume of the Class A Ordinary Shares on Nasdaq during the three (3) trading days immediately preceding the respective Put Date multiplied by the lowest closing price of the Class A Ordinary Shares during the three (3) trading days immediately preceding the respective Put Date. Hudson is not obligated to purchase any Class A Ordinary Shares which would result in Hudson beneficially owning, directly or indirectly, at the time of the proposed issuance, more than 4.99% of the Class A Ordinary Shares issued and outstanding. Hudson will pay a purchase price per share equal to the lesser of (i) the Initial Purchase Price or (ii) the "Market Price," which is equal to 90% of the average closing price of the Class A Ordinary Shares on Nasdaq during period commencing on the Put Date and continuing through the date that is three (3) trading days immediately following the date when Hudson receives the Put Shares in its brokerage account (such date, the "Clearing Date") associated with the applicable Put Notice (the "Valuation Period").

Additionally, the Company is obligated to issue to Hudson an aggregate amount of Class A Ordinary Shares equal to (i) 140,000 Class A Ordinary Shares (the "Initial Commitment Shares"), plus (ii) any "Make-Whole Commitment Shares" (together with the Initial Commitment Shares, the "Commitment Shares") calculated by dividing 140,000 by the closing price of Class A Ordinary Shares on the date that is the earlier of (i) December 21, 2025 (being the six (6) calendar months after the date of Hudson EPA) or (ii) the first date that the initial resale registration statement registering the Initial Committee Shares, Make-Up Commitment Shares and shares underlying the Aggregate Limit (the "Resale Registration Statement") is declared effective by the SEC (the "Measurement Date"), if the closing price of Class A Ordinary Shares on the Measurement Date is less than the closing price of the Class A Ordinary Shares on the date of the Hudson EPA.

The Hudson EPA contains customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties.

 

Registration Rights Agreement

On June 22, 2025, the Company also entered into a Registration Rights Agreement with Hudson (the "Hudson RRA"). Pursuant to the Hudson RRA, the Company is required to, as soon as practicable but no later than One Hundred and Eighty (180) calendar days following June 22, 2025 (the "Filing Deadline"), file with the U.S. Securities and Exchange Commission the Resale Registration Statement registering the resale of the Class A Ordinary Shares that Hudson is entitled to receive pursuant to the Hudson EPA, including any Class A Ordinary Shares issued or issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, and to use its commercially reasonable efforts to have such registration statement declared effective within two hundred ten (210) calendar days from June 22, 2025 and as soon as practicable after the filing thereof.

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