Jiuzi Holdings (JZXN) plans $12M private placement with 90M warrants

Rhea-AI Filing Summary

Jiuzi Holdings Inc. entered into a private placement with certain non-U.S. investors to raise $12,000,000. The investors agreed to buy an aggregate of 30,000,000 ordinary shares at $0.4 per share and receive warrants to purchase 90,000,000 additional ordinary shares.

The transaction, governed by a securities purchase agreement containing customary representations, warranties, and covenants, is expected to close in the fourth quarter of 2025. A form of the purchase agreement is included as an exhibit to the report.

Insights

Capital markets analyst

Jiuzi plans a $12M private placement with large warrant coverage.

Jiuzi Holdings Inc. has agreed to a private placement with non-U.S. investors for aggregate proceeds of $12,000,000. The deal combines 30,000,000 new ordinary shares at $0.4 per share with warrants to purchase 90,000,000 additional shares, indicating three warrants per share issued.

This structure brings in cash to the company upon closing, while the attached warrants create potential future share issuance if exercised. The agreement includes customary representations, warranties, and covenants, and the transaction is expected to close in the fourth quarter of 2025, subject to the conditions set out in the purchase agreement.

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FAQ

What capital is Jiuzi Holdings Inc. (JZXN) raising in this private placement?

Jiuzi Holdings plans to raise $12,000,000 through a private placement. Investors will buy 30,000,000 ordinary shares at $0.4 per share and receive warrants for 90,000,000 additional shares, providing immediate funding and potential future capital if warrants are exercised.

How many new Jiuzi Holdings (JZXN) shares are being issued in the deal?

The company agreed to issue 30,000,000 ordinary shares in the private placement. These shares are sold at $0.4 per share to certain non-U.S. investors, alongside warrants that may lead to additional share issuance if exercised later.

What warrant coverage is included in Jiuzi Holdings (JZXN) private placement?

Investors receive warrants to purchase an aggregate of 90,000,000 ordinary shares. These warrants are issued together with 30,000,000 shares, implying three warrants per share, and may bring in additional funds if investors choose to exercise them in the future.

Who are the investors in the Jiuzi Holdings Inc. (JZXN) private placement?

The private placement is with certain non-U.S. investors referred to as the Purchasers. The company and these investors entered a securities purchase agreement that includes customary representations, warranties, and covenants governing the share and warrant issuance.

When is the Jiuzi Holdings (JZXN) private placement expected to close?

The transaction under the securities purchase agreement is expected to close in the fourth quarter of 2025. Completion will occur once the agreement’s customary closing conditions are satisfied, as described in the form of purchase agreement attached as an exhibit.

What agreement governs the Jiuzi Holdings (JZXN) private placement terms?

The transaction is governed by a securities purchase agreement between Jiuzi Holdings and the non-U.S. investors. This agreement contains customary representations, warranties, and covenants, and a form of it is attached as Exhibit 99.1 and incorporated by reference.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-40405

JIUZI HOLDINGS, INC.

(Exact name of registrant as specified in its charter) 

No.168 Qianjiang Nongchang Gengwen Road, 15^th Floor

Economic and Technological Development Zone

Xiaoshan District, Hangzhou City

Zhejiang Province 310000

People’s Republic of China
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Private Placement

On October 7, 2025, Jiuzi Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain Non-U.S. investors (collectively, the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers an aggregate of 30,000,000 ordinary shares, par value $0.00195 per share (the “Ordinary Shares”), of the Company at a price of $0.4 per share and warrants to purchase an aggregate of 90,000,000 Ordinary Shares, for the aggregate purchase price of $12,000,000.

The Company and the Purchasers each made customary representations, warranties, and covenants in the Purchase Agreement. The transaction contemplated in the Purchase Agreement is expected to close in the fourth quarter of 2025.

A copy of the Form of the Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, such document.

Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement

1

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Jiuzi Holdings Inc.
Date: October 7, 2025	By:	/s/ Tao Li
		Tao Li
		Chief Executive Officer

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