[SCHEDULE 13G] Jiuzi Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Jiuzi Holdings, Inc. received a Schedule 13G filing reporting that S.H.N. Financial Investments Ltd. beneficially owns 2,023,000 ordinary shares (including 2,000,000 shares and 23,000 warrants), representing 9.99% of the outstanding class based on 20,231,389 shares after the offering. The filing states an ownership limitation that excludes 3,977,000 warrants from the reported total because they are subject to a 9.99% beneficial ownership cap. The reporter is organized in Israel and signed by Nir Shamir as CEO on 10/07/2025. The filing certifies the securities were not acquired to change or influence control of the issuer.

Positive

• Clear passive classification—the filer certified the securities were not acquired to change control
• Full disclosure of stake size including shares and included warrants: 2,023,000

Negative

• Near-limit exposure—position is at the 9.99% beneficial ownership cap, limiting further accumulation
• Potential dilution complexity—3,977,000 additional warrants exist but are excluded under the cap, which could affect future ownership math

Insights

Equity Ownership Analyst

Large passive stake near the 9.99% ownership limit; structure includes capped warrants.

The reporting entity holds 2,023,000 shares, equal to 9.99% of the class using the issuer's post-offering share count of 20,231,389. The position combines direct shares and 23,000 exercisable warrants while an additional 3,977,000 warrants exist but are excluded due to a contractual 9.99% cap on beneficial ownership.

The stake is presented under a passive filing classification, indicating no intent to influence control. Investors should note the distinction between exercisable warrants included and capped warrants excluded when assessing potential future dilution and voting power over the next 12 months.

Corporate Governance Specialist

Filing signals passive investor status but identifies CEO linkage to the reporting entity.

The filing discloses that Nir Shamir is CEO of the reporting entity and may be deemed to beneficially own the securities; he disclaims ownership for other purposes. The document includes the required certification that the position was not acquired to change control.

This formality matters for governance transparency: monitor any future amendment filings or schedule changes that would alter the passive classification or disclose coordinated actor groups within a 6-12 month window.

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)

09/30/2025

(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

S.H.N. Financial Investments 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

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,023,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,023,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,023,000.00

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)

9.99 %

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: S.H.N. Financial Investments Ltd.
(b)	Address or principal business office or, if none, residence: Herzliya Hills Arik Einstein 3, Israel, 4610301
(c)	Citizenship: Israel
(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: 2,023,000 The amounts in Row (5), (7) and (9) include 2,000,000 Ordinary Shares and 23,000 Warrants to purchase Ordinary Shares. The amounts do not include 3,977,000 Warrants to purchase Ordinary Shares, which are subject to a 9.99% beneficial ownership limitation The percentage set forth on Row (11) of the cover page for the reporting person is based on 20,231,389 Ordinary Shares outstanding after the offering, based on the Issuer's Prospectus Supplement filed under Rule 424(b)(5) with the Securities and Exchange Commission on September 30, 2025. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,023,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,023,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Nir Shamir
Name/Title:	Nir Shamir, Chief Executive Officer
Date:	10/07/2025

FAQ

What stake does S.H.N. Financial Investments Ltd. report in JZXN?

The filer reports beneficial ownership of 2,023,000 ordinary shares (including 2,000,000 shares and 23,000 warrants), equal to 9.99% of the class.

How was the 9.99% percentage calculated?

The percentage is based on a post-offering share count of 20,231,389 ordinary shares disclosed in the issuer's prospectus supplement.

Why are 3,977,000 warrants excluded from the reported amount?

Those warrants are subject to a contractual 9.99% beneficial ownership limitation and therefore are not included in the reported beneficial ownership total.

Does the filing indicate an intent to influence company control?

No; the filer certified the securities were not acquired and are not held to change or influence control of the issuer.

Who signed the Schedule 13G for S.H.N. Financial Investments Ltd.?

The filing is signed by Nir Shamir, Chief Executive Officer, on 10/07/2025.