Big Jiuzi (NASDAQ: JZXN) vote on 1.25B shares and 100:1 reverse split

Rhea-AI Filing Summary

Jiuzi Holdings, Inc. has called a 2026 extraordinary general meeting on February 6, 2026, for shareholders to vote on major changes to its share capital structure. Shareholders of record at the close of business on January 6, 2026 are entitled to vote.

The first resolution asks shareholders to increase authorized share capital from US$9,750,000 divided into 125,000,000 ordinary shares of par value US$0.078 each to US$97,500,000 divided into 1,250,000,000 ordinary shares of the same par value, by creating 1,125,000,000 additional ordinary shares.

The second resolution proposes, subject to Nasdaq approval and to be implemented on a date chosen by the board or when the closing market price per ordinary share is less than US$10.00, to consolidate each 100 ordinary shares of par value US$0.078 into 1 ordinary share of par value US$7.8. No fractional shares would be issued; any fractional entitlement would be rounded up to the next whole share. A third resolution would permit adjournment of the meeting if more time is needed to secure votes.

Positive

• None.

Negative

• Massive increase in authorized share capital from 125,000,000 to 1,250,000,000 ordinary shares creates substantial capacity for future equity issuance that could be significantly dilutive if used extensively.
• 100-for-1 reverse share consolidation authority, to be implemented at the board’s discretion and subject to Nasdaq approval, can impact trading dynamics and often follows or precedes challenging market conditions.

Insights

Capital structure and governance analyst

Jiuzi seeks a large increase in authorized shares plus a flexible 100:1 reverse split, creating significant potential dilution and listing-compliance tools.

Jiuzi Holdings is asking shareholders to approve a major expansion of its authorized share capital from US$9,750,000 (125,000,000 ordinary shares at US$0.078 par) to US$97,500,000 (1,250,000,000 ordinary shares at the same par), by creating 1,125,000,000 new ordinary shares. This does not itself issue shares, but it greatly increases the capacity to issue equity or equity-linked securities in the future.

The second resolution would authorize a 100-for-1 share consolidation (reverse split), to be effected on a date when the closing market price is below US$10.00 or at a time the board selects in its "absolute discretion", subject to Nasdaq approval. After the consolidation, authorized capital would remain US$97,500,000, divided into 1,250,000,000 ordinary shares of US$7.8 par value. No fractional shares would be issued; fractional entitlements would be rounded up, slightly increasing some holders’ counts.

A third resolution would allow adjournment of the meeting if there are not enough votes to approve the capital changes. Overall, these proposals materially expand the company’s flexibility to conduct future equity transactions and adjust its share price via a reverse split if needed, while the actual impact will depend on how much of the new authorization is later used and when the consolidation is implemented.

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 January 2026

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 ☐

On January 23, 2026, Jiuzi Holdings Inc. (the “Registrant” or the “Company”) announced that it will hold its 2026 Extraordinary General Meeting (the “Meeting”) on February 6, 2026. Shareholders of record who hold shares, par value $0.078 per share, of the Company at the close of business on January 6, 2026, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.

At the Meeting, the shareholders will be asked to vote on (1) a proposal that the Company’s authorized share capital be increased from US$9,750,000 divided into 125,000,000 with a par value of US$0.078, to US$97,500,000 divided into 1,250,000,000 with immediate effect by the creation of 1,125,000,000 ordinary shares with a par value of US$0.078 and (2) a proposal that (i) on a date when the closing market price per ordinary shares of par value of US$0.078 each is less than US$10.00, or on such date as the board of directors of the Company deems advisable and may determine in its absolute discretion, and subject to Nasdaq’s approval, each 100 ordinary shares of a par value of US$0.078 each be consolidated into 1 (one) ordinary share of a par value of US$7.8 each, such that following such share consolidation, the authorized share capital of the Company will be US$97,500,000 divided into 1,250,000,000 ordinary shares of a par value of US$7.8 each (the “Share Consolidation”); and (ii) no fractional ordinary shares be issued in connection with the Share Consolidation; if a shareholder is entitled to receive a fractional ordinary share upon the Share Consolidation, the total number of ordinary shares to be received by such shareholder be rounded up to the next whole ordinary share

The Notice of the Meeting is furnished herewith as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Notice of 2026 Extraordinary General Meeting of Shareholders

1

SIGNATURES

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

Date: January 23, 2026	Jiuzi Holdings Inc.
	By:	/s/ Tao Li
	Name:	Tao Li
	Title:	Chief Executive Officer

2

Exhibit 99.1

JIUZI HOLDINGS, INC.

NOTICE OF 2026 extraordinary GENERAL MEETING

To be held on February 6, 2026

Notice is hereby given that the 2026 extraordinary general meeting (the “Meeting”) of JIUZI HOLDINGS, INC. (the “Company”), a Cayman Islands exempted company with limited liability, will be held at Unit A702, Building 5, Shenzhen Software Industry Base, Haitian Road, Binhai Community, Yuehai Street, Nanshan District, Shenzhen, China, on February 6, 2026 at 10:00 A.M. Beijing local time for the purpose of shareholders considering and if thought fit passing the following resolutions:

RESOLUTION 1:

IT IS TO BE RESOLVED, as an ordinary resolution, that:

the Company’s authorised share capital be increased from US$9,750,000 divided into 125,000,000 with a par value of US$0.078, to US$97,500,000 divided into 1,250,000,000 with immediate effect by the creation of 1,125,000,000 ordinary shares with a par value of US$0.078.

RESOLUTION 2:

IT IS TO BE RESOLVED, as an ordinary resolution, that:

(i) on a date when the closing market price per ordinary shares of par value of US$0.078 each is less than US$10.00, or on such date as the board of directors of the Company deems advisable and may determine in its absolute discretion, and subject to Nasdaq’s approval, each 100 ordinary shares of a par value of US$0.078 each be consolidated into 1 (one) ordinary share of a par value of US$7.8 each, such that following such share consolidation, the authorized share capital of the Company will be US$97,500,000 divided into 1,250,000,000 ordinary shares of a par value of US$7.8 each (the “Share Consolidation”); and

(ii) no fractional ordinary shares be issued in connection with the Share Consolidation; if a shareholder is entitled to receive a fractional ordinary share upon the Share Consolidation, the total number of ordinary shares to be received by such shareholder be rounded up to the next whole ordinary share.

RESOLUTION 3:

IT IS resolved, as an ordinary resolution, that:

the Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing resolutions.

The Board of Directors has fixed the close of business on January 6, 2026 as the record date for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

A shareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. Such proxyholder need not be a member.

By Order of the Board of Directors,

Jiuzi Holdings, Inc.

/s/ Tao Li

Tao Li

Chief Executive Officer

January 23, 2025

A form of proxy has been included with this Notice.

NOTES

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN PERSON OR SEND IN A SPECIFIC PROXY.

1 A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairperson will be appointed as your proxy.

2 Any standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder attends the Meeting in person or executes a specific proxy.

3 A form of proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at Unit A702, Building 5, Shenzhen Software Industry Base, Haitian Road, Binhai Community, Yuehai Street, Nanshan District, Shenzhen, China or send copies of the foregoing by email to iris@jzxn.com, in each case marked for the attention of Jiuzi Holdings, Inc., not later than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish.

4 If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

5 A shareholder holding more than one share entitled to attend and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

6 The quorum for the Meeting is the one or more shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to all shares.

7 “Ordinary Resolution” means a resolution passed by a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.

8 “Special Resolution” means a resolution passed by a majority of at least two-thirds of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, and includes a unanimous written resolution.

9 If the proxy is returned without an indication as to how the proxy shall vote, the proxy will vote in favor of each resolution.

10 This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose.

11 Any alterations made to this form must be initialed by you.

12 Voting will be conducted on a poll.

2

Jiuzi Holdings, Inc.

(the “Company”)

Proxy Form

I/We1	________________________________________________________
of	________________________________________________________
being a shareholder/shareholder(s) of the Company and the holder/holders of
___________________________________________________(number and class of shares)
appoint as my/our proxy2
	________________________________________________________
of	________________________________________________________

at the 2026 extraordinary general meeting of the Company and at any adjournment of that meeting.

1	Full name(s) and address(es) to be inserted in block letters.
2	Insert name and address of the desired proxy in the spaces provided.

3

Please indicate with a tick mark in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion.

Resolutions:		For	Against	Abstain
1.	IT IS TO BE RESOLVED, as an ordinary resolution, that: the Company’s authorised share capital be increased from US$9,750,000 divided into 125,000,000 with a par value of US$0.078, to US$97,500,000 divided into 1,250,000,000 with immediate effect by the creation of 1,125,000,000 ordinary shares with a par value of US$0.078.	☐	☐	☐
2	IT IS TO BE RESOLVED, as an ordinary resolution, that: (i) on a date when the closing market price per ordinary shares of par value of US$0.078 each is less than US$10.00, or on such date as the board of directors of the Company deems advisable and may determine in its absolute discretion, and subject to Nasdaq’s approval, each 100 ordinary shares of a par value of US$0.078 each be consolidated into 1 (one) ordinary share of a par value of US$7.8 each, such that following such share consolidation, the authorized share capital of the Company will be US$97,500,000 divided into 1,250,000,000 ordinary shares of a par value of US$7.8 each (the “Share Consolidation”); and (ii) no fractional ordinary shares be issued in connection with the Share Consolidation; if a shareholder is entitled to receive a fractional ordinary share upon the Share Consolidation, the total number of ordinary shares to be received by such shareholder be rounded up to the next whole ordinary share.
3.	IT IS TO BE resolved, as an ordinary resolution, that: the Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing resolutions.

Dated                         2026

Executed by:

__________________________________

Signature of shareholder

Name of Authorized Officer/Attorney: ________________________³

³ To be completed if the shareholder is a corporation – please insert name of authorized officer/attorney signing on behalf of the corporate shareholder.

4

FAQ

What is Jiuzi Holdings (JZXN) asking shareholders to approve at the 2026 extraordinary general meeting?

Shareholders are being asked to approve three ordinary resolutions: a large increase in authorized share capital by creating 1,125,000,000 additional ordinary shares of par value US$0.078 each, a 100-for-1 share consolidation (reverse split) with new par value US$7.8 per share subject to Nasdaq approval, and authority to adjourn the meeting if more time is needed to secure votes for these proposals.

When is the Jiuzi Holdings (JZXN) 2026 extraordinary general meeting and who can vote?

The 2026 extraordinary general meeting is scheduled for February 6, 2026, at 10:00 A.M. Beijing local time in Shenzhen, China. Shareholders of record at the close of business on January 6, 2026 are entitled to receive notice of and vote at the meeting and any adjournments.

How much will Jiuzi Holdings (JZXN) increase its authorized share capital if Resolution 1 passes?

If Resolution 1 is approved, Jiuzi’s authorized share capital would rise from US$9,750,000 divided into 125,000,000 ordinary shares of par value US$0.078 each to US$97,500,000 divided into 1,250,000,000 ordinary shares of the same par value, achieved by creating 1,125,000,000 new ordinary shares.

What is the proposed reverse share split for Jiuzi Holdings (JZXN) under Resolution 2?

Resolution 2 proposes that, on a date when the closing market price per ordinary share of par value US$0.078 is less than US$10.00, or on such other date as the board determines in its absolute discretion and subject to Nasdaq’s approval, each 100 existing ordinary shares will be consolidated into 1 ordinary share with a new par value of US$7.8, keeping authorized capital at US$97,500,000 divided into 1,250,000,000 shares.

How will Jiuzi Holdings (JZXN) handle fractional shares in the proposed 100:1 consolidation?

The proposal states that no fractional ordinary shares will be issued in connection with the 100-for-1 share consolidation. If a shareholder is entitled to a fractional share, the total number of ordinary shares that shareholder receives will be rounded up to the next whole ordinary share.

What does the proposed adjournment resolution mean for Jiuzi Holdings (JZXN) shareholders?

Resolution 3 would allow the meeting to be adjourned to a later date or indefinitely if there are not sufficient votes to approve the capital increase or share consolidation, or otherwise in connection with these approvals. This gives the company more time to solicit additional proxies if initial support is insufficient.

Can Jiuzi Holdings (JZXN) shareholders appoint a proxy for the 2026 extraordinary general meeting?

Yes. Any shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote instead. The proxyholder does not need to be a shareholder, and a proxy form is included with the meeting notice.