SEC Comment Letter 0000000000-25-010441 to Zhibao Technology Inc. (ZBAO)
Zhibao Technology Inc.
Date: Sept. 24, 2025 · CIK: 0001966750 · Accession: 0000000000-25-010441
AI Filing Summary & Sentiment
File numbers found in text: 333-290132
Letter
September 24, 2025 Botao Ma Chief Executive Officer Zhibao Technology Inc. Floor 3, Building 6, Wuxing Road, Lane 727 Pudong New Area, Shanghai 201204 Re:Zhibao Technology Inc. Registration Statement on Form F-1 Filed September 9, 2025 File No. 333-290132 Dear Botao Ma: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Form F-1 filed September 9, 2025 General 1.We note your disclosure on the cover page and elsewhere that, as advised by your PRC legal counsel, you are required to submit a filing to the CSRC within three business days after the closing of this offering, and that you plan to do so. We also note your disclosure at page 16 under "Hudson Equity Purchase Agreement" that Hudson has agreed to purchase shares over a two-year period, and the company may deliver "Put Notices" to Hudson, directing Hudson to purchase shares. Please clarify the timing of when you need to submit a filing to the CSRC (i.e., within three business days of what action related to the filing and offering), and what constitutes "the closing" for this offering, as it appears the purchases may be taking place via puts over a two-year period.
September 24, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Susan Block at 202-551-3210 or Christian Windsor at 202-551-3419 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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September 24, 2025
Botao Ma
Chief Executive Officer
Zhibao Technology Inc.
Floor 3, Building 6, Wuxing Road, Lane 727
Pudong New Area, Shanghai 201204
Re:Zhibao Technology Inc.
Registration Statement on Form F-1
Filed September 9, 2025
File No. 333-290132
Dear Botao Ma:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-1 filed September 9, 2025
General
1.We note your disclosure on the cover page and elsewhere that, as advised by your
PRC legal counsel, you are required to submit a filing to the CSRC within three
business days after the closing of this offering, and that you plan to do so. We also
note your disclosure at page 16 under "Hudson Equity Purchase Agreement" that
Hudson has agreed to purchase shares over a two-year period, and the company may
deliver "Put Notices" to Hudson, directing Hudson to purchase shares. Please clarify
the timing of when you need to submit a filing to the CSRC (i.e., within three business
days of what action related to the filing and offering), and what constitutes "the
closing" for this offering, as it appears the purchases may be taking place via puts
over a two-year period.
September 24, 2025
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Susan Block at 202-551-3210 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance