九紫新能：2025年年度报告和过渡报告

FORM20-F/A(Amendment No. 2) (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedOctober 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934 OR Commission file number:001-40405 Securities registered or to be registered pursuant to Section12(b) of the Act: 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 theannual report:11,011,389ordinary 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 Rule405 of the SecuritiesAct. ☐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 Section13 or15(d) ofthe Securities Exchange Act of1934. ☐Yes☒No Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or15(d) of the Securities Exchange Act of1934 during the preceding 12months (orfor such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405of RegulationS-T (§232.405 of this chapter) during the preceding 12months (orfor such shorter period that the registrant was required to submitsuchfiles). ☒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. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(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 internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: International Financial Reporting Standards as issuedby 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 ☐Item17☐Item18 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe 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 compensationreceived 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 (asdefined in Rule12b-2 of the Securities Exchange Actof1934). ☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections12, 13 or15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by acourt. ☐Yes☐No EXPLANTORY NOTE Jiuzi Holdings Inc (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 20-F for the financial yearended October 31, 2024 (the “Original Form 20-F”), as filed with the United States Securities and Exchange Commission (the “SEC”) on March 3,2025 (the “Original Filing Date”) which was audited by Audit Alliance LLP, to include an omitted audit report that the report of independentregistered public accounting firm, WWC, P.A CPA, who audited the consolidated statements of financial position of the Company and subsidiaries asof October 31, 2022, and the related consolidated statements of comprehensive income (loss), changes in equity and cash flows for the year endedOctober 31, 2022, and the related notes, was inadvertently omitted. This Amendment No. 1 is being filed solely to address the omission as set out above. This Amendment No. 1 speaks as of the Original Filing Da