Jiuzi Holdings Inc SEC Filings

Jiuzi Holdings Inc. filed a Form F-3 to register the resale of up to 18,440,000 ordinary shares issuable upon exercise of certain warrants held by selling securityholders. The company will not receive proceeds from any resale; it would receive cash only if holders exercise the warrants for cash. The warrants are exercisable at $0.3799 per share, subject to adjustment. On October 31, 2025, the ordinary share closing price was $0.3221 on Nasdaq under the symbol JZXN.

According to the filing, 70% of any net cash proceeds from warrant exercises would be used for the purchase of crypto assets and 30% for working capital and general corporate purposes. A 4.99% beneficial ownership cap limits exercises by any holder at a given time. Shares outstanding were 50,231,389 as of October 27, 2025; this is a baseline figure, not the amount being registered.

These shares may be sold by the selling securityholders from time to time using methods described under Plan of Distribution. The company will bear registration expenses; selling holders bear their selling costs.

Jiuzi Holdings (JZXN) reported that shareholders approved two phased share consolidations and a new charter at Extraordinary General Meetings on October 24, 2025.

In Phase I, every five issued and unissued ordinary shares of par value $0.00039 were consolidated into one share of par value $0.00195. After Phase I, the authorized share capital remains $9,750,000, divided into 5,000,000,000 shares at $0.00195 par value.

In Phase II, every forty issued and unissued ordinary shares of par value $0.00195 were consolidated into one share of par value $0.078. After Phase II, the authorized share capital remains $9,750,000, divided into 125,000,000 shares at $0.078 par value. Shareholders also approved the Sixth Amended and Restated Memorandum and Articles of Association, which fully replaces the prior charter.

Jiuzi Holdings Inc. (JZXN) announced board changes. Effective October 16, 2025, Shu Liu resigned as a director, chair of the Audit Committee, and member of the Compensation and Nominating Committees. The company stated his resignation was not due to any disagreement regarding operations, policies, or practices.

On the same date, Pengyuan Li was elected by the remaining directors to fill the vacancy. He will serve as a director, chair the Audit Committee, and join the Compensation and Nomination Committees. Mr. Li holds a bachelor’s degree in economics and finance from Sanya University.

Jiuzi Holdings, Inc. received a Schedule 13G from L1 Capital Global Opportunities Master Fund, Ltd. reporting beneficial ownership of 2,023,000 ordinary shares, equal to 9.99% of the class based on 20,231,389 shares outstanding after the offering. The reported amount comprises 2,000,000 ordinary shares and 23,000 warrants; an additional 3,977,000 warrants are excluded from the reported total because they are subject to a 9.99% beneficial ownership limitation. The filing states the position was not acquired to influence control and lists directors David Feldman and Joel Arber as potentially deemed beneficial owners, though they disclaim ownership except for pecuniary interest. The reporting person is organized in the Cayman Islands and signed the statement on 10/07/2025.

Jiuzi Holdings, Inc. received a Schedule 13G filing reporting that S.H.N. Financial Investments Ltd. beneficially owns 2,023,000 ordinary shares (including 2,000,000 shares and 23,000 warrants), representing 9.99% of the outstanding class based on 20,231,389 shares after the offering. The filing states an ownership limitation that excludes 3,977,000 warrants from the reported total because they are subject to a 9.99% beneficial ownership cap. The reporter is organized in Israel and signed by Nir Shamir as CEO on 10/07/2025. The filing certifies the securities were not acquired to change or influence control of the issuer.

Jiuzi Holdings Inc. reported that three related reporting persons—Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC—may each be deemed to beneficially own 1,062,503 ordinary shares, representing 4.99% of the class. The filing explains this stake reflects (i) 1,237 shares held by Intracoastal and (ii) 1,061,266 shares issuable upon exercise of a warrant that contains a blocker limiting ownership above 4.99%. The Schedule 13G cites a Securities Purchase Agreement executed on September 29, 2025 and provides an ownership snapshot as of close of business on October 3, 2025. The filing certifies the holdings were not acquired to change control and includes a joint filing agreement.