Jiuzi Holdings Inc SEC Filings

Jiuzi Holdings Inc. is offering 137,000 ordinary shares and 1,463,000 pre-funded warrants, together with 1,463,000 ordinary shares issuable upon warrant exercise, in a primary Nasdaq offering. The securities are priced at $2.50 per share and $2.422 per pre-funded warrant, for gross proceeds of $3,885,886 and expected net proceeds of about $3.5 million after fees and expenses.

Jiuzi plans to use approximately 70% of the net proceeds to purchase crypto assets and the remaining 30% for working capital and general corporate purposes, deepening its recent expansion into crypto asset management. The pre-funded warrants are immediately exercisable at $0.078 per share and do not expire, allowing the investor to increase its stake over time.

If all pre-funded warrants are exercised, ordinary shares outstanding will rise from 1,255,834 immediately before the deal to 2,855,834, meaning meaningful dilution for existing shareholders. The company highlights substantial risks from operating through subsidiaries in China, potential U.S. trading prohibitions under the HFCA Act framework, high volatility in its share price, and the lack of FDIC or SIPC protection for its planned cryptocurrency holdings.

Jiuzi Holdings Inc. has filed a shelf registration on Form F-3 to offer and sell, from time to time, up to $500,000,000 of ordinary shares, share purchase contracts and units, warrants, debt and convertible debt securities, rights and units. The specific securities, prices and terms will be set in future prospectus supplements. Its ordinary shares trade on the Nasdaq Capital Market under the symbol JZXN and have undergone several reverse stock splits, most recently a 1‑for‑40 split effective December 10, 2025, alongside significant share price volatility.

Jiuzi is a Cayman Islands holding company whose operations are conducted through subsidiaries in China, mainly in new energy battery sales and electric two- and three-wheeler vehicles. It reported revenue of $1.4 million for the year ended October 31, 2024 and $0.98 million for the six months ended April 30, 2025, highlighting an early-stage scale relative to the size of the shelf.

The filing emphasizes substantial legal and operational risks tied to doing business in the PRC, including potential PRC intervention in cash transfers, evolving cybersecurity and overseas listing rules, and possible impacts from the Holding Foreign Companies Accountable Act if the PCAOB is ever unable to fully inspect the company’s auditor. The company has not paid dividends and currently intends to retain earnings to fund operations.

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.