UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 3)
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT
TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-40405
Jiuzi Holdings Inc.
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
No.168 Qianjiang Nongchang Gengwen Road, 15th
Floor
Economic and Technological Development Zone
Xiaoshan District, Hangzhou City
Zhejiang Province 310000
People’s Republic of China
+86-0571-82651956
(Address of principal executive offices)
Tao Li, Chief Executive Officer
No.168 Qianjiang Nongchang Gengwen Road, 15th Floor
Economic and Technological Development Zone
Xiaoshan District, Hangzhou City
Zhejiang Province 310000
People’s Republic of China
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b)
of the Act:
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Ordinary shares, par value $0.00195 per share | | JZXN | | Nasdaq Capital Market |
Securities registered or to be registered pursuant to Section 12(g)
of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report: 11,011,389 ordinary shares issued
and outstanding as of October 31, 2024.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒ No
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,”
“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | |
| | | | Emerging growth company ☒ | |
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | | International Financial Reporting Standards as issued | | Other ☐ |
| | | by the International Accounting Standards Board ☐ | | |
If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
☐ Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court.
☐ Yes ☐ No
EXPLANTORY NOTE
Jiuzi Holdings Inc (the “Company”) is filing this Amendment
No. 3 (“Amendment No. 3”) to the Annual Report on Form 20-F for the financial year ended October 31, 2024 (the “Original
Form 20-F”), filed with the United States Securities and Exchange Commission (the “SEC”) on March 3, 2025 (the “Original
Filing Date”), as mended on June 3, 2025, and further amended on September 3, 2025, to replace in their entirety the Exhibits
12.1, 12.2, 13.1 and 13.2, which contained inadvertent errors, with the Exhibits 12.1, 12.2, 13.1 and 13.2, respectively,
filed with this Amendment No. 3 to the Original Form 20-F.
This Amendment No. 3 is being filed solely to address the errors as
set out above. This Amendment No. 3 speaks as of the Original Filing Date, or March 3, 2025. Except as required to reflect the amendment,
this Amendment No. 3 does not amend, update or restate any of the information previously included in the Original Form 20-F, nor does
this Amendment No. 3 reflect any event that has occurred after the date of the Original Form 20-F.
Accordingly, this Amendment No. 3 should be read in conjunction with
the Original Form 20-F and the Company’s other filings with the SEC subsequent to March 3, 2025.
ITEM 19. EXHIBITS
| Exhibit No. |
|
Description |
| 12.1* |
|
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 12.2* |
|
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 13.1* |
|
CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 13.2* |
|
CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* |
|
Inline XBRL Instance Document. |
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
| JIUZI HOLDINGS INC. |
| |
|
|
|
| By: |
/s/ Huijie Gao |
|
| |
Name: |
Huijie Gao |
|
| |
Title: |
Chief Executive Officer |
|
Date: September 24, 2025
U.S. GAAP
0001816172
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2024-10-31
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