JZXN · Jiuzi Holdings, Inc.

Summary

Jiuzi Holdings, Inc. entered into a Securities Purchase Agreement dated [ ], 2026 with certain Purchasers to sell up to 40,000,000 Ordinary Shares at USD 1.50 per share, payable in cash or cryptos, under Section 4(a)(2) and Regulation S exemptions. The agreement includes delivery of Shares and Warrants with 0% warrant coverage at closing.

Key takeaways

• Agreement dated [ ], 2026 between Jiuzi Holdings Inc. and Purchasers listed in Exhibit B
• Sale of up to 40,000,000 Ordinary Shares (par value $0.078) at USD 1.50 per share
• Payment in USD cash or cryptos
• Warrants to purchase 0% of Shares issued
• Reliance on Section 4(a)(2) of Securities Act and Regulation S
• Closing via electronic transfer upon conditions met