Jiuzi Holdings Inc. reported that three related reporting persons—Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC—may each be deemed to beneficially own 1,062,503 ordinary shares, representing 4.99% of the class. The filing explains this stake reflects (i) 1,237 shares held by Intracoastal and (ii) 1,061,266 shares issuable upon exercise of a warrant that contains a blocker limiting ownership above 4.99%. The Schedule 13G cites a Securities Purchase Agreement executed on September 29, 2025 and provides an ownership snapshot as of close of business on October 3, 2025. The filing certifies the holdings were not acquired to change control and includes a joint filing agreement.
Positive
Clear disclosure of beneficial ownership totaling 1,062,503 shares each (representing 4.99%)
Blocker provision in the warrant that prevents exceeding 4.99%, supporting a passive Schedule 13G filing
Negative
None.
Insights
Stakeholders report a 4.99% beneficial position with a warrant blocker.
The Reporting Persons each report beneficial ownership of 1,062,503 shares, or 4.99% of outstanding ordinary shares, combining direct holdings and shares issuable on a warrant.
The filing discloses a blocker provision in the Intracoastal Warrant that prevents exercise to the extent it would push ownership above 4.99%, which preserves non-control status under Schedule 13G rules.
Snapshot dates cited are September 29, 2025 (SPA execution) and the close of business on October 3, 2025.
Filing is consistent with passive investor status under Rule 13d-1.
The signatories certify the securities were not acquired to influence control and filed under Schedule 13G, indicating a passive intent rather than an active 13D campaign.
The disclosure quantifies potential additional shares issuable under the Intracoastal Warrant but excludes exercisable shares due to the blocker, showing careful compliance with beneficial ownership calculations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Jiuzi Holdings Inc.
(Name of Issuer)
Ordinary shares, par value $0.00039 per share
(Title of Class of Securities)
G51400136
(CUSIP Number)
09/29/2025
(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.
G51400136
1
Names of Reporting Persons
Mitchell P. Kopin
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
1,062,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,061,266.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,062,503.00
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
SCHEDULE 13G
CUSIP No.
G51400136
1
Names of Reporting Persons
Daniel B. Asher
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
1,062,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,061,266.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,062,503.00
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
SCHEDULE 13G
CUSIP No.
G51400136
1
Names of Reporting Persons
Intracoastal Capital LLC
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
1,062,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,061,266.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,062,503.00
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)
OO
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, Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)
Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)
Title of class of securities:
Ordinary shares, par value $0.00039 per share
(e)
CUSIP No.:
G51400136
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:
(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on September 29, 2025 (the "SPA") (as disclosed in the Form 424(b)(5) prospectus filed by the Issuer with the Securities and Exchange Commission on September 30, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,220,000 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such Ordinary Shares represent beneficial ownership of approximately 9.9% of the Ordinary Shares, based on (1) 11,011,389 Ordinary Shares outstanding as of April 30, 2025, as reported by the Issuer, plus (2) 1,220,000 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes 2,440,000 Ordinary Shares issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (the "Intracoastal Warrant") because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,660,000 Ordinary Shares.
(ii) As of the close of business on October 3, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,062,503 Ordinary Shares, which consisted of (i) 1,237 Ordinary Shares held by Intracoastal and (ii) 1,061,266 Ordinary Shares issuable upon exercise of the Intracoastal Warrant, and all such Ordinary Shares represent beneficial ownership of approximately 4.99% of the Ordinary Shares, based on (1) 11,011,389 Ordinary Shares outstanding as of April 30, 2025, as reported by the Issuer, plus (2) 9,220,000 Ordinary Shares issued at the closing of the transaction contemplated by the SPA and (3) 1,061,266 Ordinary Shares issuable upon exercise of the Intracoastal Warrant. The foregoing excludes 1,378,734 Ordinary Shares issuable upon exercise of the Intracoastal Warrant because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,441,237 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:
0
(ii) Shared power to vote or to direct the vote:
1,062,503
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,061,266
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.
Intracoastal and the named individuals each report beneficial ownership of 1,062,503 ordinary shares, or 4.99% of the class.
Does the filing indicate an intent to change control of Jiuzi Holdings (JZXN)?
No. The signatories certify the securities were not acquired to change or influence control and filed under Schedule 13G.
What is the role of the Intracoastal Warrant in the ownership calculation?
The filing states 1,061,266 shares are issuable upon exercise of the Intracoastal Warrant but a blocker provision prevents exercise to the extent it would raise ownership above 4.99%.
What dates are used for the ownership snapshot?
The Schedule references the Securities Purchase Agreement executed on September 29, 2025 and gives a snapshot as of close of business on October 3, 2025.
Who signed the Schedule 13G for the reporting parties?
The filing is signed by Mitchell P. Kopin and Daniel B. Asher; Mr. Kopin signed on behalf of Intracoastal as Manager.
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