United States securities and exchange commission logo
November 16, 2022
Shuibo Zhang
Chief Executive Officer
Jiuzi Holdings, Inc.
No.168 Qianjiang Nongchang Gengwen Road, 15th Floor
Economic and Technological Development Zone
Xiaoshan District, Hangzhou City
Zhejiang Province 310000
People s Republic of China
Re: Jiuzi Holdings,
Inc.
Amendment No. 1 to
Registration Statement on Form F-3
Filed November 4,
2022
File No. 333-267617
Dear Shuibo Zhang:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 17, 2022 letter.
Amendment No. 1 to Form F-3 filed November 4, 2022
Cover page
1. We note your response
to comment 1 that your corporate structure entails risks that could
result in a material
change in your operations and/or the value of the securities. Please
revise to disclose that
such risk would likely result in a material change or tell us why you
believe it is not
appropriate to do so.
2. We note your response
to comment 2 and reissue in part. We note in the fifth
Shuibo Zhang
FirstName LastNameShuibo Zhang
Jiuzi Holdings, Inc.
Comapany 16,
November NameJiuzi
2022 Holdings, Inc.
November
Page 2 16, 2022 Page 2
FirstName LastName
paragraph that you continue to disclose that any references to we
, us , our Company,
the Company, or our are to Jiuzi Holdings Inc., its
subsidiaries and the VIE and VIE s
subsidiaries; and make references throughout the document to "our
VIE." Please revise to
refrain from using terms such as we or our when describing
activities or functions of a
VIE.
Organizational Structure, page 2
3. We note your response to comment 9. We also note that your disclosure
on page
4 under Share Pledge Agreement continues to make references to control
or benefits
because of the VIE without also qualifying such statements with
disclosure of the
conditions you have satisfied for consolidation of the VIE under U.S.
GAAP and the fact
that you are the primary beneficiary of the VIE for accounting
purposes. As examples
only, we note the following disclosures:
The purposes of the Share Pledge Agreement are to provide Jiuzi
WFOE control
over Zhejiang Jiuzi. (second paragraph on page 4);
However, under the current contractual arrangements, we rely on
the performance by
our VIE and its shareholders of their obligations under the
contracts to exercise
control over our VIE. (fifth paragraph on page 4); and
In the event we are unable to enforce these contractual
arrangements, we may not be
able to exert effective control over our operating entities and
we may be precluded
from operating our business, which would have a material adverse
effect on our
financial condition and results of operations. (sixth paragraph
on page 4).
Please revise here and throughout the document.
Condensed Consolidating Schedule and Consolidated Financial Statements, page 5
4. We note your response to comment 8 and the tabular form condensed
consolidating
statements that disaggregates the operations and depicts the financial
position, including
revenue as of October 31, 2021 and 2020; and for the six months ended
April 30,
2022. Please revise to present major line items for intercompany
receivables and amounts
associated with intercompany transactions, as applicable. Any
intercompany amounts
should be presented on a gross basis and when necessary, additional
disclosure about such
amounts should be included in order to make the information presented
not misleading.
Recent Regulatory Actions by the PRC Government, page 13
5. We note your response to comment 11 and reissue. Please revise to
clarify that your
conclusions were based upon the advice of the PRC counsel as it does
not appear that you
provided the information indicated in your response. As a related
matter, state the name of
the PRC counsel whose advice was provided and explain why an opinion
was not
obtained.
Shuibo Zhang
Jiuzi Holdings, Inc.
November 16, 2022
Page 3
Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at
202-551-3264 with
any questions.
Sincerely,
FirstName LastNameShuibo Zhang
Division of Corporation
Finance
Comapany NameJiuzi Holdings, Inc.
Office of Trade &
Services
November 16, 2022 Page 3
cc: Jason Ye, Esq.
FirstName LastName