SCHEDULE: S.H.N. Financial Investments Discloses 9.99% Stake in Jiuzi Holdings

S.H.N. Financial Investments Ltd. has reported a 9.99% beneficial ownership stake in Jiuzi Holdings, Inc., comprising 2,023,000 ordinary shares and warrants.

Summary

• S.H.N. Financial Investments Ltd. reported beneficial ownership of 2,023,000 Ordinary Shares of Jiuzi Holdings, Inc.
• This represents 9.99% of the class of Ordinary Shares outstanding.
• The ownership includes 2,000,000 Ordinary Shares and 23,000 Warrants to purchase Ordinary Shares.
• An additional 3,977,000 Warrants are not included due to a 9.99% beneficial ownership limitation.
• The percentage is based on 20,231,389 Ordinary Shares outstanding after an offering, as per the Issuer's Prospectus Supplement filed on September 30, 2025.
• S.H.N. Financial Investments Ltd. is an Israeli financial institution.
• Nir Shamir, CEO of S.H.N. Financial Investments Ltd., is deemed to beneficially own these securities but disclaims beneficial ownership for all other purposes.
• The securities were not acquired for the purpose of changing or influencing control of Jiuzi Holdings, Inc.

Sentiment

Score: 7

Explanation: The disclosure of a significant 9.99% stake by a financial institution is generally a positive signal, indicating confidence. The explicit statement against seeking control also reduces potential investor anxiety. The limitation on warrant exercise is a minor negative.

Positives

• A significant institutional investor, S.H.N. Financial Investments Ltd., has taken a substantial 9.99% stake in Jiuzi Holdings, Inc., potentially signaling confidence in the company.
• The reporting person explicitly states that the securities were not acquired for the purpose of changing or influencing control, which may reduce concerns about activist investor actions.

Negatives

• The beneficial ownership limitation on 3,977,000 warrants suggests that the investor is intentionally staying below a certain threshold, which could be a strategic decision to avoid additional regulatory scrutiny or to limit their exposure.

Risks

• The beneficial ownership limitation on 3,977,000 warrants means that S.H.N. Financial Investments Ltd. cannot exercise these warrants if it would push their beneficial ownership above 9.99%, potentially limiting their upside participation if the stock performs well.

Future Outlook

NA

Management Comments

• 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.
• 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.

Industry Context

This filing indicates a significant institutional investment in Jiuzi Holdings, Inc., a company operating in the electric vehicle (EV) dealership sector in China. Such an investment could be viewed positively, suggesting external validation of the company's business model or future prospects within the rapidly evolving EV market. However, without further context on S.H.N. Financial Investments Ltd.'s typical investment strategy or other holdings, it is difficult to draw broader industry conclusions.

Stakeholder Impact

• Shareholders: The entry of a significant institutional investor could be perceived positively, potentially boosting investor confidence and liquidity.
• Management: The explicit statement that the investment is not for control purposes may reassure management regarding their autonomy.

Key Dates

Recommendation

The disclosure of a new 9.99% beneficial owner, S.H.N. Financial Investments Ltd., is generally a positive development, indicating institutional interest and potential validation of Jiuzi Holdings, Inc.'s prospects. However, a Schedule 13G filing primarily reports a factual ownership stake and does not provide new operational or financial performance data for the issuer. While the absence of an intent to influence control is reassuring, the filing itself does not offer sufficient new information to warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and await further operational updates or financial results from Jiuzi Holdings, Inc. to make a more informed decision, while acknowledging the positive signal of this new significant shareholder.

Keywords

Jiuzi Holdings, S.H.N. Financial Investments, beneficial ownership, Schedule 13G, ordinary shares, warrants, institutional investment, equity stake, G51400136