Jiuzi Holdings (NASDAQ: JZXN) clears 1-for-100 reverse split, ups capital

Rhea-AI Filing Summary

Jiuzi Holdings, Inc. reports that shareholders approved major changes to its share structure at a 2026 extraordinary general meeting. The company’s authorized share capital will rise from US$9,750,000 (125,000,000 ordinary shares at US$0.078 par value) to US$97,500,000 (1,250,000,000 ordinary shares) through the creation of 1,125,000,000 new ordinary shares.

Shareholders also approved a 1-for-100 share consolidation, to be implemented on a date chosen by the board when the closing market price per ordinary share is below US$10.00 or as the board otherwise determines, and subject to Nasdaq approval. After the consolidation, each ordinary share will have a par value of US$7.8, with authorized share capital remaining at US$97,500,000 divided into 1,250,000,000 ordinary shares. Any fractional shares from the consolidation will be rounded up to the next whole share.

Positive

• None.

Negative

• Significant potential dilution and structural change: Authorized capital increases tenfold to US$97,500,000 (1,250,000,000 ordinary shares at US$0.078 par), alongside approval of a 1-for-100 share consolidation, materially expanding capacity for future share issuance and altering the share count structure.

Insights

Capital structure and equity markets analyst

Jiuzi shareholders approve a large capital increase and 1-for-100 reverse split, reshaping equity structure.

The meeting authorized boosting capital from US$9,750,000 to US$97,500,000, increasing possible ordinary shares to 1,250,000,000 at US$0.078 par value. This creates room for substantial future share issuance if the company chooses to use it.

Shareholders also backed a 1-for-100 consolidation triggered when the market price is below US$10.00 or when the board decides, subject to Nasdaq approval. After consolidation, shares will carry US$7.8 par value, with the same authorized capital. Fractional positions will be rounded up, slightly favoring smaller holders. Overall, the combination of much higher authorized shares and a large reverse split represents a significant change to the equity profile.

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 February 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 February 6, 2026, Jiuzi Holdings Inc. (the “Registrant” or the “Company”) held its 2026 Extraordinary General Meeting of Shareholders (the “Meeting”). At the Meeting, the shareholders voted to approve (1) the 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) the 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.

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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: February 10, 2026	Jiuzi Holdings, Inc.
	By:	/s/ Tao Li
	Name:	Tao Li
	Title:	Chief Executive Officer

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FAQ

What did Jiuzi Holdings (JZXN) shareholders approve regarding authorized share capital?

Shareholders approved increasing authorized share capital from US$9,750,000 to US$97,500,000, moving from 125,000,000 to 1,250,000,000 ordinary shares at US$0.078 par value each, by creating 1,125,000,000 additional ordinary shares.

What reverse stock split did Jiuzi Holdings (JZXN) authorize?

Jiuzi Holdings shareholders authorized a 1-for-100 share consolidation, where each 100 ordinary shares of US$0.078 par value will become 1 ordinary share of US$7.8 par value, to be implemented at the board’s discretion and subject to Nasdaq approval.

When can Jiuzi Holdings (JZXN) implement the 1-for-100 share consolidation?

The consolidation may occur on a date when the closing market price per ordinary share is below US$10.00, or on another date the board determines in its absolute discretion, in each case subject to Nasdaq’s approval of the action.

How will Jiuzi Holdings (JZXN) handle fractional shares in the consolidation?

No fractional ordinary shares will be issued. If a shareholder is entitled to a fraction after the 1-for-100 consolidation, the total number of ordinary shares received will be rounded up to the next whole share, slightly increasing that holder’s post-consolidation count.

Will Jiuzi Holdings’ (JZXN) authorized capital change after the reverse split?

After the 1-for-100 share consolidation, the authorized share capital will remain US$97,500,000, divided into 1,250,000,000 ordinary shares of US$7.8 par value each, preserving the newly approved overall capital level but with a higher par value per share.