Jiuzi Holdings, Inc. received an updated ownership report showing that Empery Asset Management, LP and Ryan M. Lane collectively report beneficial ownership of 73,152 Ordinary Shares, all issuable upon exercise of warrants. This position represents 4.99% of the Ordinary Shares, based on 1,392,834 Ordinary Shares outstanding as of December 15, 2025.
The warrants include a 4.99% beneficial ownership limitation, so the holders cannot exercise them if doing so would push their stake above that level. The reporting parties state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Jiuzi Holdings.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Jiuzi Holdings, Inc.
(Name of Issuer)
Ordinary Shares, $0.00039 par value per share
(Title of Class of Securities)
G51400151
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
G51400151
1
Names of Reporting Persons
Empery Asset Management, LP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
73,152.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
73,152.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
73,152.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Includes 73,152 Ordinary Shares issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
CUSIP No.
G51400151
1
Names of Reporting Persons
Ryan M. Lane
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
73,152.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
73,152.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
73,152.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes 73,152 Ordinary Shares issuable upon exercise of the Warrants (as defined in Item 2(a)).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Jiuzi Holdings, Inc.
(b)
Address of issuer's principal executive offices:
No. 168 Qianjiang Nongchang Gengwen Road, 15th Floor, Xiaoshan Dist., Hangzhou City, China 310000
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to Ordinary Shares, $0.00039 par value per share (the "Ordinary Shares") and the Ordinary Shares issuable upon exercise of warrants (the "Warrants") of Jiuzi Holdings, Inc., a Cayman corporation (the "Company"):
(i) Empery Asset Management, LP (the "Investment Manager"), with respect to the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants held by, funds to which the Investment Manager serves as investment manager (the "Empery Funds"); and
(ii) Mr. Ryan M. Lane ("Mr. Lane"), with respect to the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants held by, the Empery Funds.
The Investment Manager serves as the investment manager to each of the Empery Funds. Mr. Lane (the "Reporting Individual") is the managing member of a limited liability company that is the managing member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is:
1 Rockefeller Plaza, Suite 1205
New York, New York 10020
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Ordinary Shares, $0.00039 par value 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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 1,392,834 Ordinary Shares outstanding as of December 15, 2025, as reported in the Company's Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on December 15, 2025, and assumes exercise of the Warrants (subject to the Blocker (as defined below)).
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding Ordinary Shares (the "Blocker"), and the Ordinary Shares listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blocker.
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all of the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The Reporting Individual, as the managing member of a limited liability company that is the managing member of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all of the Ordinary Shares held by, and the Ordinary Shares issuable upon exercise of the Warrants (subject to the Blocker) held by, the Empery Funds. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Ordinary Shares owned by another Reporting Person. Each of the Empery Funds and the Reporting Individual hereby disclaims any beneficial ownership of any such Ordinary Shares.
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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 acquired and are held in the ordinary course of business and 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.
What stake in Jiuzi Holdings (JZXN) does Empery Asset Management report?
Empery Asset Management, LP and Ryan M. Lane report beneficial ownership of 4.99% of Jiuzi Holdings' Ordinary Shares, through warrants for 73,152 shares.
How many Jiuzi Holdings shares are covered by the Empery Schedule 13G/A?
The filing reports 73,152 Ordinary Shares of Jiuzi Holdings, all issuable upon exercise of warrants held for funds managed by Empery.
What is the ownership cap or blocker mentioned in the JZXN filing?
The warrants include a 4.99% beneficial ownership limitation, preventing the reporting persons from exercising warrants if it would raise their stake above 4.99%.
What share count did Empery use to calculate its 4.99% ownership of Jiuzi Holdings?
The 4.99% figure is based on 1,392,834 Ordinary Shares outstanding as of December 15, 2025, as disclosed in a company prospectus supplement.
Are Empery and Ryan M. Lane seeking control of Jiuzi Holdings (JZXN)?
No. They certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Jiuzi Holdings.
Who ultimately manages the Jiuzi Holdings position for the Empery funds?
Empery Asset Management, LP is the investment manager to the funds holding the warrants, and Ryan M. Lane is the managing member of the entity that controls the general partner of the Investment Manager.
