Jiuzi Holdings Amends 20-F for Certification Errors

TL;DR

**JZXN's 20-F/A is a minor technical fix for SOX certifications, not a financial bombshell; move along.**

AI Summary

Jiuzi Holdings, Inc. (JZXN) filed an Amendment No. 3 to its Annual Report on Form 20-F for the fiscal year ended October 31, 2024, on September 24, 2025. This amendment was solely to correct inadvertent errors in Exhibits 12.1, 12.2, 13.1, and 13.2, which pertain to CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The original Form 20-F was filed on March 3, 2025, and subsequently amended on June 3, 2025, and September 3, 2025. The filing explicitly states that no other information in the original Form 20-F has been amended, updated, or restated, and it does not reflect any events occurring after the March 3, 2025, original filing date. As of October 31, 2024, Jiuzi Holdings had 11,011,389 ordinary shares issued and outstanding. The company operates from Hangzhou City, Zhejiang Province, People's Republic of China, and its shares are traded on the Nasdaq Capital Market.

Why It Matters

This amendment from Jiuzi Holdings, Inc. (JZXN) is a technical correction, primarily addressing Sarbanes-Oxley certifications, which is crucial for regulatory compliance and investor confidence. While not impacting financial results directly, accurate certifications ensure executive accountability and proper governance, which are foundational for market trust. For investors, it signals the company's diligence in meeting SEC requirements, even if the underlying financial performance remains unchanged from the March 3, 2025, filing. In a competitive market, consistent regulatory adherence helps maintain a company's standing and avoids potential delisting risks or penalties.

Risk Assessment

Risk Level: low — The risk level is low because this Form 20-F/A is explicitly an amendment to correct 'inadvertent errors' in specific exhibits (12.1, 12.2, 13.1, 13.2) related to CEO and CFO certifications. The filing states it 'does not amend, update or restate any of the information previously included in the Original Form 20-F,' indicating no change to financial or operational data.

Analyst Insight

Investors should view this filing as a routine compliance update rather than a material event impacting Jiuzi Holdings' (JZXN) fundamentals. No immediate action is required based on this amendment alone, but investors should ensure they have reviewed the original Form 20-F from March 3, 2025, for the substantive financial and operational details.

Key Numbers

• 11,011,389 — Ordinary shares outstanding (As of October 31, 2024, indicating the company's share count.)
• $0.00195 — Par value per share (The nominal value of each ordinary share of JZXN.)
• March 3, 2025 — Original Filing Date (The date of the initial Form 20-F, to which this amendment refers.)
• October 31, 2024 — Fiscal year ended (The period covered by the Annual Report on Form 20-F.)
• September 24, 2025 — Amendment Filing Date (The date this Amendment No. 3 was filed.)

Key Players & Entities

• Jiuzi Holdings Inc. (company) — Registrant filing the 20-F/A
• SEC (regulator) — United States Securities and Exchange Commission
• Tao Li (person) — Chief Executive Officer of Jiuzi Holdings Inc.
• Huijie Gao (person) — Chief Executive Officer signing the amendment
• Nasdaq Capital Market (company) — Exchange where JZXN ordinary shares are registered
• Sarbanes-Oxley Act of 2002 (regulator) — Legislation requiring certifications
• Cayman Islands (regulator) — Jurisdiction of incorporation for Jiuzi Holdings Inc.
• Hangzhou City (company) — Location of principal executive offices
• Zhejiang Province (company) — Location of principal executive offices
• People's Republic of China (company) — Country of principal executive offices

FAQ

Industry Context

Jiuzi Holdings, Inc. operates within the Chinese market, likely in a sector related to its operational base in Hangzhou, Zhejiang Province. The company is listed on the Nasdaq Capital Market, indicating it aims for international investor visibility. Specific industry trends and competitive landscape details are not provided in this amendment.

Regulatory Implications

The filing highlights the company's adherence to U.S. securities regulations, particularly the Sarbanes-Oxley Act, through its CEO and CFO certifications. The need for multiple amendments to correct these certifications suggests potential internal control or procedural issues that investors should monitor.

What Investors Should Do

1. Review prior 20-F filings for substantive financial and operational details.
2. Monitor future filings for any substantive updates or restatements.
3. Note the limited scope of this amendment.

Key Dates

• 2024-10-31: Fiscal year ended — Marks the end of the reporting period for the original Form 20-F.
• 2025-03-03: Original Form 20-F Filing Date — The initial filing date of the annual report, to which this amendment refers.
• 2025-06-03: First Amendment to Form 20-F filed — Indicates prior amendments were made to the original filing.
• 2025-09-03: Second Amendment to Form 20-F filed — Indicates further amendments were made to the original filing prior to this one.
• 2025-09-24: Amendment No. 3 to Form 20-F filed — This filing is solely to correct inadvertent errors in Sarbanes-Oxley certifications (Exhibits 12.1, 12.2, 13.1, 13.2).

Glossary

Form 20-F

An annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers with securities traded on U.S. stock exchanges. (This is the primary filing type for Jiuzi Holdings, Inc. to report its annual financial performance and business operations.)

Sarbanes-Oxley Act of 2002 (SOX)

A federal law that mandates certain practices in financial record keeping and reporting for public companies. (The amendment specifically addresses certifications required under Sections 302 and 906 of SOX, related to the accuracy of financial statements and internal controls.)

Ordinary shares

The most common type of stock a company can issue, representing ownership and typically carrying voting rights. (This is the class of stock Jiuzi Holdings, Inc. has issued and is traded on the Nasdaq Capital Market. The number of outstanding shares is a key metric.)

Par value

A nominal value assigned to a share of stock by the company's charter, often a very small amount. (Indicates the minimum legal capital per share, with $0.00195 being the par value for JZXN's ordinary shares.)

Amendment No. 3

A filing made to correct or supplement a previously filed document, in this case, the Form 20-F. (This specific amendment is limited to correcting errors in SOX certifications and does not update other financial or operational information.)

Year-Over-Year Comparison

This Amendment No. 3 does not provide any comparative financial data or operational updates from the previous fiscal year. It is a technical filing solely to correct inadvertent errors in Sarbanes-Oxley Act certifications (Exhibits 12.1, 12.2, 13.1, and 13.2) within the Form 20-F for the year ended October 31, 2024. Therefore, no comparison of revenue, margins, or other key metrics to prior periods can be made based on this specific filing.

Key Financial Figures

• $0.00195 — registered Ordinary shares, par value $0.00195 per share JZXN Nasdaq Capital Market

Filing Documents

• ea0258353-20fa3_jiuzihold.htm (20-F/A) — 42KB
• ea025835301ex12-1_jiuzihold.htm (EX-12.1) — 8KB
• ea025835301ex12-2_jiuzihold.htm (EX-12.2) — 8KB
• ea025835301ex13-1_jiuzihold.htm (EX-13.1) — 4KB
• ea025835301ex13-2_jiuzihold.htm (EX-13.2) — 4KB
• 0001213900-25-091176.txt ( ) — 288KB
• jzxn-20241031.xsd (EX-101.SCH) — 3KB
• jzxn-20241031_def.xml (EX-101.DEF) — 17KB
• jzxn-20241031_lab.xml (EX-101.LAB) — 36KB
• jzxn-20241031_pre.xml (EX-101.PRE) — 19KB
• ea0258353-20fa3_jiuzihold_htm.xml (XML) — 7KB

Item 18

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 2

EXHIBITS

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) * Filed herewith. 1

SIGNATURES

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 2

View Full Filing

View this 20-F/A filing on SEC EDGAR