Chinese AI developer Z.AI plans to raise about $5 billion through a Hong Kong share placement and a separate convertible-bond issue, according to a September 13 stock-exchange filing. The two transactions have not yet closed. If completed at the stated terms, they would provide capital for new AI models, computing infrastructure and business expansion.
The company, listed in Hong Kong as Z.AI Co., Ltd. under stock code 2513, agreed on September 12 to place up to 21.965 million new H shares at HK$714 each. It also agreed to issue zero-coupon convertible bonds with a principal amount of RMB20.14 billion, settled in US dollars. Reuters reported the combined financing at approximately $5 billion.
Two transactions with separate closing conditions
The share placement would raise approximately HK$15.68 billion before commissions and expenses if all shares are sold. Its HK$714 price is about 9.96 percent below the September 11 closing price of HK$793, the filing said. The new shares would represent about 4.5 percent of the expanded share capital if the placement is completed in full and the share count does not otherwise change. Z.AI expects the placement to close on September 16, subject to conditions that include approval for the new shares to be listed and traded.
The proposed bonds would bring in approximately $3.016 billion in gross proceeds at the stated issue terms. They bear no coupon and mature in 2027. Their initial conversion price is HK$892.50 per share, subject to adjustment under the bond terms. Z.AI said it would seek listings for the bonds and any shares issued upon conversion.
The placement and bond issue are independent; completion of one is not a condition for the other. Z.AI warned that the placement may not proceed if its conditions are not met or the placement agents exercise termination rights. The bond issue is also conditional and may not be completed. Its projected proceeds should therefore not be treated as cash already received.
Model development takes the largest share
Z.AI proposes to allocate about 60 percent of the combined net proceeds to research and development of its next-generation GLM foundation models, large-scale training, production inference and related computing infrastructure. The company describes this as planned spending, not as evidence that the new model capabilities have been delivered.
Another 15 percent would support business expansion, strategic investments and potential acquisitions. The filing identifies possible targets and activities across AI models, computing, platforms, agents and related applications, but does not announce a specific acquisition. The remaining 25 percent is earmarked for capital structure, working capital and other general corporate purposes. Z.AI expects to use the proceeds by June 30, 2028, if the transactions close.
The filing also places the proposal alongside earlier financing. Z.AI said its July share placement raised about HK$31.37 billion in net proceeds, of which about HK$10.95 billion had been used by August 31. Its January Hong Kong public offering and the exercise of an over-allotment option generated about HK$4.90 billion in net proceeds, which the company said had been fully used by August 31.
The latest plans would add both new equity and debt that can convert into equity. The eventual amount raised, timetable and number of shares issued through conversion depend on completion and the bond terms. The Hong Kong filing describes expected proceeds and intended uses; it does not confirm that either new transaction has settled.
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