Core Viewpoint - Jiuzi Holdings Inc. has received a deficiency letter from Nasdaq due to the late filing of its annual report for the year ended October 31, 2023, which may affect its compliance status on the exchange [1][2]. Group 1: Compliance and Regulatory Actions - The company has 60 calendar days from March 25, 2024, to submit a Compliance Plan to regain compliance with Nasdaq Listing Rules [2]. - If the Compliance Plan is accepted, Nasdaq may grant an extension until September 10, 2024, for the company to regain compliance [2]. - The deficiency letter does not have an immediate impact on the listing of the company's ordinary shares on the Nasdaq Capital Market [2]. Group 2: Company Overview - Jiuzi Holdings, Inc. is headquartered in Hangzhou, China, and was established in 2017, focusing on the sale of New Energy Vehicles (NEVs) in third and fourth-tier cities [3]. - The company operates 51 franchise stores and one company-owned store, primarily selling battery-operated electric vehicles sourced from over twenty NEV manufacturers [3].

Financial Performance - Total revenues for the six months ended April 30, 2023, were $925,759, a decrease of 77.5% compared to $4,109,736 for the same period in 2022[4]. - Gross profit for the six months ended April 30, 2023, was a loss of $10,555, compared to a gross profit of $468,427 for the same period in 2022[4]. - Net loss attributable to controlling interest for the six months ended April 30, 2023, was $6,537,968, compared to a net loss of $5,243,232 for the same period in 2022[4]. - Net income for the six months ended April 30, 2023, was $(6,548,630), compared to $(5,250,739) for the same period in 2022, indicating a decline in profitability[8]. - The company reported a significant accumulated deficit of $15,880,079 as of April 30, 2023, raising concerns about its ability to continue as a going concern[22][24]. Assets and Liabilities - Total current assets decreased to $8,721,661 as of April 30, 2023, from $12,248,396 as of October 31, 2022, representing a decline of 28.5%[2]. - Total liabilities decreased to $6,800,160 as of April 30, 2023, from $9,244,954 as of October 31, 2022, a reduction of 26.4%[2]. - Cash and cash equivalents decreased to $827,308 as of April 30, 2023, from $2,329,401 as of October 31, 2022, a decline of 64.5%[2]. - Total equity attributable to Jiuzi Holdings, Inc. decreased to $3,506,838 as of April 30, 2023, from $5,943,807 as of October 31, 2022, a decrease of 41.0%[2]. Expenses - Selling and marketing expenses decreased to $1,760 for the six months ended April 30, 2023, from $3,005 for the same period in 2022, a decrease of 41.3%[4]. - Advertising and promotional expenses for the six months ended April 30, 2023, were recorded at $79,400, a decrease of approximately 64% compared to $220,850 for the same period in 2022[42]. - The company recorded depreciation expenses of $105,392 for the six months ended April 30, 2023, compared to $42,471 for the same period in 2022, indicating an increase of approximately 148%[76]. Cash Flow - Net cash used in operating activities was $(2,677,367) for the six months ended April 30, 2023, an improvement from $(4,295,043) in the prior year[8]. - The company recorded a net cash provided by investing activities of $828,248, a turnaround from $(946,930) in the previous year[8]. - Cash, cash equivalents, and restricted cash at the end of the period totaled $870,711, down from $5,950,372 a year earlier[8]. Credit and Loans - The company reported a provision for credit loss on loans receivable of $4,186,862 for the six months ended April 30, 2023, compared to $3,846,415 for the same period in 2022[4]. - The provision for credit losses rose significantly to $11,168,049 as of April 30, 2023, compared to $7,309,516 on October 31, 2022, reflecting an increase of approximately 53%[66]. - Current loan receivables, net of allowance for credit losses, decreased to $5,101,224 as of April 30, 2023, down from $6,661,290 on October 31, 2022, representing a decline of approximately 23%[69]. Market Strategy - The company plans to establish provincial regional sales centers nationwide to expand market reach and reduce overhead costs through a centralized procurement system[23]. - Management aims to cooperate with more NEV brands and enhance service quality to attract additional franchisees[23]. - The company is focusing on expanding its market presence through new franchise agreements, as indicated by the various unearned franchise fees from multiple agents across different regions[91]. Stock and Equity - The weighted average number of ordinary shares outstanding for the six months ended April 30, 2023, was 1,905,793, compared to 1,190,380 for the same period in 2022, an increase of 60.0%[4]. - A reverse stock split at a ratio of 1-for-18 was declared effective July 10, 2023, with no effect on total stockholders' equity[22]. Related Party Transactions - The company’s total accounts receivable from related parties was $374,796 as of April 30, 2023, an increase from $354,857 as of October 31, 2022[54]. - The company has advanced amounts to related parties for business purposes, with the highest receivable being $32,215 million from Mr. Ruchun Huang as of April 30, 2023[96]. - Accounts payable to related parties' franchisees were noted, indicating ongoing financial obligations[87]. Revenue Concentration - NEVs sales accounted for $884,083, representing 95% of total revenues for the six months ended April 30, 2023, compared to $3,208,591 or 78% for the same period in 2022[120]. - Related party sales revenues were recorded at $41,802, representing 4% of total revenues for the six months ended April 30, 2023[133]. - The concentration of sales revenues from third-party customers shows significant contributions from Customer C at $270,120 and Customer D at $140,275[134].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40405 Jiuzi Holdings Inc ...