L1 Capital reports 2.02M Jiuzi shares, near-10% stake (JZXN)

Rhea-AI Filing Summary

Jiuzi Holdings, Inc. received a Schedule 13G from L1 Capital Global Opportunities Master Fund, Ltd. reporting beneficial ownership of 2,023,000 ordinary shares, equal to 9.99% of the class based on 20,231,389 shares outstanding after the offering. The reported amount comprises 2,000,000 ordinary shares and 23,000 warrants; an additional 3,977,000 warrants are excluded from the reported total because they are subject to a 9.99% beneficial ownership limitation. The filing states the position was not acquired to influence control and lists directors David Feldman and Joel Arber as potentially deemed beneficial owners, though they disclaim ownership except for pecuniary interest. The reporting person is organized in the Cayman Islands and signed the statement on 10/07/2025.

Positive

• Clear disclosure of beneficial ownership: 2,023,000 shares (including 23,000 warrants) reported
• Position below 10% threshold at 9.99%, indicating no immediate control intent per the filing

Negative

• Warrants excluded: 3,977,000 warrants excluded due to a 9.99% beneficial ownership limitation, which may constrain future ownership growth
• Potential deemed ownership by fund directors is disclosed, introducing governance clarity but also a factor to monitor

Insights

Equity Ownership Analyst

L1 Capital reports a near-10% passive stake in Jiuzi Holdings.

The filing shows 2,023,000 ordinary shares (including 23,000 warrants) representing 9.99% of the outstanding class, measured against 20,231,389 shares after the offering. This level is commonly the threshold where disclosure obligations increase but still signals a non-controlling, sizable stake.

Key dependencies include the 9.99% ownership cap on additional warrants and the declarative certification that the position is not held to change control. Monitor warrant conversion mechanics and any future amendments within the near term (Q4 2025 timeframe) for changes to voting or economic exposure.

Corporate Governance Specialist

Disclosure frames the holding as passive and disclaims control intent.

The form contains a specific certification that the securities were not acquired to influence control and identifies two directors of the reporting fund as potentially deemed owners while they disclaim beneficial ownership beyond pecuniary interest. That language reduces immediate governance-change signals but does not preclude future engagement.

Investors should watch for any Schedule 13D amendments or related-party statements that would indicate active engagement or changes to the 9.99% limitation, especially within the next several weeks following the offering.

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

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 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: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 161A Shedden Road, 1 Artillery Court, PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(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. 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: 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.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	10/07/2025

FAQ

What stake did L1 Capital report in Jiuzi Holdings (JZXN)?

L1 Capital reported beneficial ownership of 2,023,000 ordinary shares, equal to 9.99% of the class based on 20,231,389 shares outstanding after the offering.

Does the 13G filing indicate L1 Capital seeks control of Jiuzi (JZXN)?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control.

How is the 2,023,000 total composed in the JZXN filing?

The total includes 2,000,000 ordinary shares plus 23,000 warrants to purchase ordinary shares.

Are there other warrants related to this position in Jiuzi (JZXN)?

Yes. The filing notes 3,977,000 additional warrants are excluded from the reported total because they are subject to a 9.99% beneficial ownership limitation.

Who signed the Schedule 13G for L1 Capital in the Jiuzi filing?

The filing was signed by David Feldman, Director, on 10/07/2025.