SCHEDULE: Intracoastal Capital Discloses 4.99% Stake in Jiuzi Holdings
Beneficial Ownership Disclosure
Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, reported a 4.99% beneficial ownership stake in Jiuzi Holdings Inc. as of October 3, 2025.
Summary
- Reporting Persons (Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC) collectively hold beneficial ownership of 1,062,503 Ordinary Shares of Jiuzi Holdings Inc.
- This represents 4.99% of the outstanding Ordinary Shares.
- The ownership includes 1,237 Ordinary Shares directly held by Intracoastal and 1,061,266 Ordinary Shares issuable upon exercise of the Intracoastal Warrant.
- A blocker provision in the Intracoastal Warrant prevents the holder from exercising it to the extent that beneficial ownership would exceed 4.99% of the Ordinary Shares.
- Without this blocker, the Reporting Persons would have beneficial ownership of 2,441,237 Ordinary Shares as of October 3, 2025.
- The initial transaction on September 29, 2025, involved a Securities Purchase Agreement (SPA) where 1,220,000 Ordinary Shares may have been deemed to be beneficially owned by Intracoastal immediately following the SPA, representing approximately 9.9% beneficial ownership at that time, prior to the full impact of the warrant blocker and additional share issuances.
Sentiment
Score: 7
Explanation: The disclosure of a significant stake by an institutional investor like Intracoastal Capital LLC, even with a blocker provision, can be viewed positively as a vote of confidence. However, the dilution from new share issuances and the limited influence due to the blocker temper the overall positive sentiment.
Positives
- An institutional investor, Intracoastal Capital LLC, has taken a significant stake in Jiuzi Holdings Inc., potentially signaling confidence in the company's future.
- The investment includes a warrant, indicating a long-term interest in the company's performance.
Negatives
- The filing indicates a substantial increase in the share count, with 9,220,000 Ordinary Shares issued at the closing of the transaction contemplated by the SPA, which could lead to significant dilution for existing shareholders.
- The presence of a blocker provision limiting ownership to 4.99% suggests the investor does not intend to seek control or influence management beyond a certain threshold.
Risks
- Significant dilution of existing shareholders due to the issuance of 9,220,000 new Ordinary Shares and additional shares issuable upon warrant exercise.
- Potential for future share price volatility if the warrant is exercised and shares are sold in the market.
- The blocker provision limits the investor's ability to increase their stake beyond 4.99%, potentially capping their influence or further investment.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: Potential dilution from new share issuances and warrant exercise. The entry of a new institutional investor could provide stability or a positive signal.
Key Dates
| Date | Description |
|---|---|
| 2025-04-30 | Issuer reported 11,011,389 Ordinary Shares outstanding. |
| 2025-09-29 | Date of event requiring filing; execution of Securities Purchase Agreement (SPA) with the Issuer. |
| 2025-09-30 | Form 424(b)(5) prospectus filed by the Issuer disclosing the SPA. |
| 2025-10-03 | Close of business date for beneficial ownership calculation by Reporting Persons. |
Recommendation
holdThis Schedule 13G filing primarily discloses a significant beneficial ownership stake by Intracoastal Capital LLC. While the entry of an institutional investor can be a positive signal, the filing itself does not provide sufficient operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The presence of a blocker provision limiting ownership to 4.99% suggests a passive investment rather than an activist one. Investors should 'hold' and await further operational updates and financial results from Jiuzi Holdings Inc. to make a more informed decision, while acknowledging the potential for dilution from the capital raise.
Keywords
Jiuzi Holdings, Intracoastal Capital, Schedule 13G, Beneficial Ownership, Ordinary Shares, Warrant, SEC Filing, Investment, Shareholder, Equity Stake
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