424B5 1 ea182029-424b5_jiuzihold.htm PROSPECTUS SUPPLEMENT Explanatory Note: 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 in the Plan of Distribution section of the Original Prospectus Supplement and (ii) supplementing the disclosures in the Prospectus Supplement Summary section of the Original Prospectus Supplement. Other than the foregoing changes, this prospectus supplement contains no changes to our Original Prospectus Supplement. Filed pursuant to Rule 424(b)(5)Registration No. 333-267617 PROSPECTUS SUPPLEMENT (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 to hereinafter as the “Ordinary Shares” unless otherwise specified) directly to certain institution investors pursuant to this prospectus supplement, the accompanying prospectus, and that certain Securities Purchase Agreement, dated July 17, 2023, by and among the Company and the institutional investor signatories thereto. 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 reported sale price of our Ordinary Shares on the Nasdaq Capital Market on July 17, 2023 was $1.51. As of the date of 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, of which 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 Ordinary Shares ended on July 17, 2023. During the 12 calendar months prior to and including the date of this prospectus supplement, we have not sold any Ordinary Shares pursuant to General Instruction I.B.5 of Form F-3 and accordingly we may sell up to approximately $2.6 million of our Ordinary Shares hereunder.. We have retained Spartan Capital Securities LLC (the “Placement Agent” or “Spartan”) as our Placement Agent to use its “reasonable best efforts” to solicit offers to purchase our shares of Ordinary Shares and/or Pre-funded Warrants in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We will pay the Placement Agent a fee equal to the sum of 7% of the aggregate purchase price paid by investors placed by the Placement Agent. Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page S-13 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Ordinary Share Total Public offering price $1.65 $2,301,999 Placement agent’s fees $0.1155 $161,140 Proceeds, before expenses, to us(1) $1.5345 $2,140,859 Note: (1)The table above does not reflect the reimbursement of the Placement Agent’s out-of-pocket accountable expense. The total estimated expenses related to this offering are set forth in the section titled “Expenses.” In addition to the placement agent fee of 7% of the aggregate purchase price, we have agreed to reimburse Spartan for all of Spartan’s reasonable expenses, including, without limitation, fees and disbursements of Spartan’s counsel and all travel and other out-of-pocket, expenses, incurred by Spartan in connection with the placement up to $55,000. We expect that the delivery of the Ordinary Shares being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or before July 19, 2023. You should carefully read this prospectus supplement and the accompanying prospectus (including all of the information incorporated by reference therein) before you invest. Investing in our securities involves a high degree of risk, including that the trading price of shares has been subject to volatility and investors in this offering may not be able to sell their shares above the actual offering price or at all. See “Risk Factors” beginning on page S-13 of this prospectus supplement and on page 18 of the acco