九紫新能美股招股说明书(2023-07-19版)

This prospectus supplement amends and restates our prospectus supplement dated July 17, 2023 (the“Original Prospectus Supplement”) for purposes of (i) correcting certain inadvertent clerical error inthe Plan of Distribution section of the Original Prospectus Supplement and (ii) supplementing thedisclosures in the Prospectus Supplement Summary section of the Original Prospectus Supplement.Other than the foregoing changes, this prospectus supplement contains no changes to our OriginalProspectus Supplement. Filed pursuant to Rule 424(b)(5)Registration No. 333-267617 (To Prospectus dated November 23, 2022) Jiuzi Holdings Inc. 1,395,151 Ordinary Shares Jiuzi Holdings Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,”“us,” and “our”) is offering 1,395,151 of our ordinary shares, par value US$0.018 per share (referred tohereinafter as the “Ordinary Shares” unless otherwise specified) directly to certain institution investorspursuant to this prospectus supplement, the accompanying prospectus, and that certain Securities PurchaseAgreement, dated July 17, 2023, by and among the Company and the institutional investor signatoriesthereto. We are offering the ordinary shares in this offering at a price per share of $1.65. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “JZXN.” The last reportedsale price of our Ordinary Shares on the Nasdaq Capital Market on July 17, 2023 was $1.51. As of the dateof this prospectus supplement, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates is approximately $7.8 million, based on 2,584,794 Ordinary Shares issued and outstanding, ofwhich approximately 1,922,294 Ordinary Shares are held by non-affiliates, and a per share price of $4.06,which was the highest closing price over the last sixty days on the Nasdaq Capital Market of our OrdinaryShares ended on July 17, 2023. During the 12 calendar months prior to and including the date of this prospectus supplement, we have notsold any Ordinary Shares pursuant to General Instruction I.B.5 of Form F-3 and accordingly we may sell upto approximately $2.6 million of our Ordinary Shares hereunder.. We have retained Spartan Capital Securities LLC (the “Placement Agent” or “Spartan”) as our PlacementAgent to use its “reasonable best efforts” to solicit offers to purchase our shares of Ordinary Shares and/orPre-funded Warrants in this offering. The Placement Agent has no obligation to buy any of the securitiesfrom us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We willpay the Placement Agent a fee equal to the sum of 7% of the aggregate purchase price paid by investorsplaced by the Placement Agent. Investing in our securities involves a high degree of risk. You should purchase our securities only ifyou can afford a complete loss of your investment. See “Risk Factors” beginning on page S-13of thisprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. PerOrdinaryShareTotalPublic offering price$1.65$2,301,999 Note: (1)The table above does not reflect the reimbursement of the Placement Agent’s out-of-pocketaccountable expense. The total estimated expenses related to this offering are set forth in the sectiontitled “Expenses.” In addition to the placement agent fee of 7% of the aggregate purchase price, we have agreed to reimburseSpartan for all of Spartan’s reasonable expenses, including, without limitation, fees and disbursements ofSpartan’s counsel and all travel and other out-of-pocket, expenses, incurred by Spartan in connection withthe placement up to $55,000. We expect that the delivery of the Ordinary Shares being offered pursuant to this prospectus supplementand the accompanying prospectus will be made on or before July 19, 2023. You should carefully read this prospectus supplement and the accompanying prospectus (includingall of the information incorporated by reference therein) before you invest. Investing in our securitiesinvolves a high degree of risk, including that the trading price of shares has been subject to volatilityand investors in this offering may not be able to sell their shares above the actual offering price or atall. See “Risk Factors” beginning on page S-13 of this prospectus supplement and on page 18 of theaccompanying prospectus for a discussion of certain factors you should consider before investing inour securities. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus if truthful or complete. Anyrepresentation to the contrary is a criminal offense. Spartan Capital Securities LLC The date of this prospectus supplement is July 17, 2023 TABLE O