九紫新能美股招股说明书(2025-09-30版)

PROSPECTUS SUPPLEMENT(To Prospectus dated December 14, 2022) Jiuzi Holdings Inc. 9,220,000 Ordinary Shares Jiuzi Holdings Inc., a Cayman Islands exempted company with limited liability (the “Company,” “Jiuzi Holdings”, “Jiuzi”, “we,”“us,” and “our”) is offering up to 9,220,000 of our ordinary shares, par value US$ 0.00039 per share (referred to hereinafter as the“Ordinary Shares”) at a price of $0.60 per share directly to certain institutional investors pursuant to this prospectus supplement andthe accompanying base prospectus. Concurrently with this offering, we are also issuing to purchasers of the Ordinary Shares, in aprivate placement under Rule 506 of Regulation D, ordinary shares purchase warrants (the “Warrants”) excisable for an aggregate of18,440,000 shares, exercisable immediately for five and a half years with an exercise price of $0.6 per Ordinary Share. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “JZXN.” The last reported sale price of our OrdinaryShares on the Nasdaq Capital Market on September 26, 2025 was $1.07. The aggregate market value of our Ordinary Shares held bynon-affiliates, or our public float, was approximately $17,755,891.74 based on a total number of 11,011,389 Ordinary Sharesoutstanding, of which 50,962 Ordinary Shares were held by affiliates, and a price of $1.62 per share, which was the closing price ofour Ordinary Shares on September 23, 2025. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securitiescovered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value worldwide ofour Ordinary Shares held by non-affiliates of our company in any 12-month period so long as the aggregate market value of ouroutstanding Ordinary Shares held by non-affiliates remains below $75 million. We have not sold any securities pursuant to GeneralInstruction I.B.5. of Form F-3 during the 12-month calendar period that ends on and includes the date hereof. We have retained Maxim Group LLC (the “Placement Agent” or “Maxim”) as our Placement Agent to use its “reasonable best efforts”to solicit offers to purchase our Ordinary Shares 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 have agreed to pay thePlacement Agent the fees set forth in the table below. We are a Cayman Islands holding company conducting our operations through our subsidiaries in China and U.S. Our Ordinary Sharesare Ordinary Shares of Jiuzi, the offshore holding company in the Cayman Islands, instead of shares of our subsidiaries. Investors maynever directly hold equity interests in our subsidiaries. As we conduct part of our operations through our subsidiaries in China, we face various legal and operational risks and uncertaintiesrelated to doing business in China that could result in a material change in our operations and/or the value of our securities. We aresubject to complex and evolving PRC laws and regulations. The PRC government has recently issued statements and conductedregulatory actions relating to areas such as approvals, filings or other administrative requirements on offshore offerings, anti-monopolyregulatory actions, and oversight on cybersecurity and data privacy. The PRC government’s significant authority in regulating ouroperations in China and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuerscould significantly limit our and our PRC subsidiaries’ ability to conduct business and/or significantly limit or completely hinder ourability to offer or continue to offer securities to investors, accept foreign investments or list on a United States or other foreignexchange, or cause the value of our securities to significantly decline or be worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China in our 2024 Annual Report on Form 20-F, as amended (the “2024Annual Report”). For example, the recently promulgated Data Security Law and the Personal Information Protection Law in 2021 posed additionalchallenges to our cybersecurity and data privacy compliance. The new Cybersecurity Review Measures issued by the CyberspaceAdministration of China, or the CAC and several other PRC governmental authorities in December 2021, as well as the Regulationson the Network Data Security (Draft for Comments), or the Draft Regulations, published by the CAC for public comments inNovember 2021, imposed potential additional restrictions on China-based overseas-listed companies like us. If future implementingrules of the new Cybersecurity Review Measures and the enacted version of the Draft Regulations mandate clearance of cybersecurityreview and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can