L1 Capital cuts Jiuzi Holdings (JZXN) beneficial stake to 1.9% of shares

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd. filed Amendment No. 2 to report its current beneficial ownership of Jiuzi Holdings, Inc. ordinary shares. The fund reports beneficial ownership of 988,305 securities (including 988,305 warrants to purchase ordinary shares), representing 1.9% of Jiuzi’s ordinary shares. The percentage is calculated based on 51,512,759 ordinary shares outstanding as of July 27, 2026, according to correspondence from Jiuzi Holdings. L1 Capital has sole voting and dispositive power over all 988,305 securities and no shared power. The filing confirms that L1 Capital now holds 5 percent or less of this class of securities, and its directors, David Feldman and Joel Arber, may be deemed to share beneficial ownership subject to customary disclaimers of pecuniary interest.

Key Figures

Beneficially owned securities: 988,305 Ownership percentage: 1.9% Shares outstanding: 51,512,759 +2 more

5 metrics

Beneficially owned securities 988,305 Amount beneficially owned by L1 Capital Global Opportunities Master Fund, Ltd.

Ownership percentage 1.9% Percent of Jiuzi Holdings ordinary shares class beneficially owned

Shares outstanding 51,512,759 Ordinary shares outstanding as of July 27, 2026, per issuer correspondence

Warrants included 988,305 Warrants to purchase ordinary shares included in beneficial ownership

Prior warrant coverage 4,000,000 Warrants to purchase ordinary shares covered in referenced prior filing

Key Terms

beneficially own, Rule 13d-3, Warrants, Sole Voting Power, +2 more

6 terms

beneficially own financial

"may be deemed to beneficially own (as that term is defined in Rule 13d-3)"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Rule 13d-3 regulatory

"beneficially own (as that term is defined in Rule 13d-3 ) the issuer's securities"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Warrants financial

"covering 4,000,000 Warrants to purchase Ordinary Shares purchased on September 30, 2025"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Sole Voting Power financial

"Sole Voting Power 988,305.00 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"Sole Dispositive Power 988,305.00 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Ownership of 5 Percent or Less of a Class regulatory

"Item 5. | Ownership of 5 Percent or Less of a Class."

FAQ

What percentage of Jiuzi Holdings (JZXN) does L1 Capital currently report owning?

L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 1.9% of Jiuzi Holdings’ ordinary shares. This is based on 51,512,759 ordinary shares outstanding as of July 27, 2026, as referenced in issuer correspondence.

How many Jiuzi Holdings (JZXN) securities does L1 Capital beneficially own?

L1 Capital reports beneficial ownership of 988,305 Jiuzi Holdings securities. This amount includes 988,305 warrants to purchase ordinary shares, over which L1 Capital has sole voting and sole dispositive power and no shared power.

Does L1 Capital still hold more than 5% of Jiuzi Holdings (JZXN)?

No. The filing states L1 Capital’s beneficial ownership is 5 percent or less of Jiuzi’s ordinary shares. Its reported holdings of 988,305 securities represent 1.9% of the class, using 51,512,759 shares outstanding as the reference.

What type of Jiuzi Holdings (JZXN) securities are included in L1 Capital’s 13G/A filing?

The reported position consists of ordinary shares of Jiuzi Holdings, including 988,305 warrants to purchase ordinary shares. These warrants are counted toward L1 Capital’s beneficial ownership under Rule 13d-3 when calculating its 1.9% interest.

Who controls voting and disposition of L1 Capital’s Jiuzi Holdings (JZXN) position?

L1 Capital has sole power to vote and dispose of 988,305 Jiuzi Holdings securities and no shared power. Directors David Feldman and Joel Arber may be deemed beneficial owners but disclaim ownership beyond their pecuniary interests.

What prior transaction does this Jiuzi Holdings (JZXN) Amendment No. 2 reference?

Amendment No. 2 refers to a prior amended filing covering 4,000,000 warrants to purchase Jiuzi ordinary shares that were purchased on September 30, 2025. The current filing clarifies that 988,305 warrants are now included in the reported beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Jiuzi Holdings, Inc.

(Name of Issuer)

Ordinary Shares, par value $0.078 per share

(Title of Class of Securities)

G51400151

(CUSIP Number)

08/14/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G51400151

1

Names of Reporting Persons

L1 Capital Global Opportunities Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 988,305.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 988,305.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

988,305.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.9 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Jiuzi Holdings, Inc.
(b)	Address of issuer's principal executive offices: No.168 Qianjiang Nongchang Gengwen Rd, 15th Floor, Xiaoshan Dist., Hangzhou City, Zhejiang Province 310000 People's Republic of China
Item 2.
(a)	Name of person filing: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 3rd Floor, Citrus Grove Building, 106 Goring Ave. George Town PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(d)	Title of class of securities: Ordinary Shares, par value $0.078 per share
(e)	CUSIP No.: G51400151
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 988,305 This Amendment No. 2 refers to a Schedule 13G/A filed with the Securities and Exchange Commission on November 14, 2025, covering 4,000,000 Warrants to purchase Ordinary Shares purchased on September 30, 2025. The amounts in Row (5), (7) and (9) include 988,305 Warrants to purchase Ordinary Shares. The percentage set forth on Row (11) of the cover page for the reporting person is based on 51,512,759 Ordinary Shares outstanding as of July 27, 2026, based on correspondence from the Issuer. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 13 and the rules thereunder.
(b)	Percent of class: 1.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 988,305
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 988,305
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	08/14/2026