SecProbe.io

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 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
+86-0571-82651956

 January 21, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Jiuzi Holdings Inc.

 Registration Statement
on Form F-3/A

 File No. 333-292128

 Ladies and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 4:00 pm Eastern Time on Friday, January 23, 2026 or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very truly yours,

 Jiuzi Holdings Inc.

 By:
 /s/ Tao Li

 Name:
 Tao Li

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 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
+86-0571-82651956

 December 23, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Jiuzi Holdings Inc.

 File No. 333-292128

 Withdrawal of Acceleration
Request - Registration Statement on Form F-3

 Ladies and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on December 22, 2025 in which we requested the acceleration of the
effective date of the above-referenced Registration Statement as of 4:00 pm Eastern Time on Tuesday, December 23, 2025. In accordance with Rule 461 under the Securities Act of 1933, as
amended. We are no longer requesting that such Registration Statement be declared effective at such time and we
hereby formally withdraw our request for acceleration of the effective date.

 Very truly yours,

 Jiuzi Holdings Inc.

 By:
 /s/ Tao Li

 Name:
 Tao Li

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 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
+86-0571-82651956

 December 22, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Jiuzi Holdings Inc.

 Registration Statement
on Form F-3

 File No. 333-292128

 Ladies and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 4:00 pm Eastern Time on Tuesday, December 23, 2025, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very truly yours,

 Jiuzi Holdings Inc.

 By:
 /s/ Tao Li

 Name:
 Tao Li

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 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
+86-0571-82651956

 December 22, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re:
 Jiuzi Holdings Inc.

 Registration Statement
on Form F-3

 File No. 333-292128

 Ladies and Gentlemen:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 4:00 pm Eastern Time on Wednesday, December 23, 2025, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 Very truly yours,

 Jiuzi Holdings Inc.

 By:
 /s/ Tao Li

 Name:
 Tao Li

 Title:
 Chief Executive Officer

September 29, 2025
Huijie Gao
Chief Financial 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.
Form 20-F for Fiscal Year Ended October 31, 2024
File No. 001-40405
Dear Huijie Gao:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 15, 2025
Huijie Gao
Chief Financial 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.
Form 20-F for Fiscal Year Ended October 31, 2024
Amendment No. 2 to Form 20-F for Fiscal Year Ended October 31, 2024
File No. 001-40405
Dear Huijie Gao:
            We have reviewed your Amendment No. 2 to Form 20-F for Fiscal Year Ended
October 31, 2024 and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our August
25, 2025 letter.
Amendment No. 2 to Form 20-F for Fiscal Year Ended October 31, 2024
Item 19. Exhibits, page 108
1.We reviewed Amendment No. 2 to your Form 20-F for fiscal year ended October 31,
2024 filed in response to prior comment 1. Please further amend your annual report to
include updated certifications in Exhibits 12.1, 12.2, 13.1 and 13.2 that refer to the
current amendment.

September 15, 2025
Page 2
            Please contact Valeria Franks at 202-551-7705 or Suying Li at 202-551-3335 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

August 25, 2025
Huijie Gao
Chief Financial 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.
Form 20-F for Fiscal Year Ended October 31, 2024
File No. 001-40405
Dear Huijie Gao:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended October 31, 2024
Financial Statements, page F-1
1.Please amend your Form 20-F to include an audit report that covers your consolidated
financial statements for fiscal year ended October 31, 2022. Refer to Item 8.A of
Form 20-F and Rule 3-02 of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

August 25, 2025
Page 2
            Please contact Valeria Franks at 202-551-7705 or Suying Li at 202-551-3335 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Jiuzi Holdings Inc.

4F No. 1 Building, Jinsha Lake Business Center

Economic Technology District

Hangzhou, Zhejiang, 311103

People’s Republic of China

December 12, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Jiuzi Holdings Inc.

Registration Statement
on Form F-3

File No. 333-267617

Ladies and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 4:00 pm Eastern Time on Wednesday, December 14, 2022, or as soon thereafter as practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

Very truly yours,

    Jiuzi Holdings Inc.

    By:
    /s/ Shuibo Zhang

    Name:
    Shuibo Zhang

    Title:
    Chief Executive Officer

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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

November 23, 2022

Via Electronic Mail

Jennie Beysolow

Division of Corporation Finance

Office of Trade & Services

U.S. Securities Exchange Commission

    Re:
    Jiuzi Holdings, Inc. (the “Company”)

Dear Ms. Beysolow:

This letter is in response to the letter dated
November 16, 2022 from the staff (the “Staff”) of U.S. Securities Exchange Commission (“SEC”) addressed to Jiuzi
Holdings, Inc. (the “Company”, “we”, and “our”). For ease of reference, we have recited SEC’s
comments in this response and numbered them accordingly.

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.

RESPONSE: We note the
staff’s comment, and respectfully advise that we have revised the disclosure on the cover page to state that the corporate structure
risks would likely result in a material change.

 2. We note your response to comment 2 and reissue in part.
We note in the fifth 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.

RESPONSE: We note the
staff’s comment, and respectfully advise that we have revised the disclosure to clarify that any references to “we”,
“us”, “our Company,” “the Company,” or “our” are not to the VIE. We have also revised
our disclosure throughout the prospectus to remove the reference to “our 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.

RESPONSE: We note the staff’s comment,
and respectfully advise that we have revised throughout the prospectus to refrain from stating or implying that we have any control over
the VIE, and we have clarified throughout the prospectus that we are primary beneficiary of the VIE under U.S. GAAP for accounting purpose
only.

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.

RESPONSE: We note the
staff’s comment, and respectfully advise that we have revised the tables on page 5 to provide tabular form condensed consolidating
statements as referenced to above.

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.

RESPONSE: We note the
staff’s comment, and respectfully advise that we have revised to clarify that our conclusions were based on the advice of the PRC
counsel, and we have also stated the name of the PRC counsel, Capital Equity Legal Group, throughout the prospectus. We believe that we
relied on the PRC counsel’s advice in reaching the conclusions on the recent regulatory actions by the PRC government, which does
not constitute an opinion from the PRC counsel. Further, we believe that such an opinion is not required for the Form F-3 and does not
provide additional information other than what has been disclosed in the prospectus.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Jiuzi Holdings, Inc.

    /s/ Shuibo Zhang

    Name:
    Shuibo Zhang

    Title:
    Chief Executive Officer

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

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 November 16, 2022 Page 2
 FirstName LastNameShuibo Zhang
Jiuzi Holdings, Inc.
November 16, 2022
Page 2
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.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 November 16, 2022 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Trade & Services
cc:       Jason Ye, Esq.

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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

November 4, 2022

Via
Electronic Mail

Jennie
Beysolow

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities Exchange Commission

    Re:
    Jiuzi
    Holdings, Inc. (the “Company”)

Dear
Ms. Beysolow:

This
letter is in response to the letter dated October 17, 2022 from the staff (the “Staff”) of U.S. Securities Exchange Commission
(“SEC”) addressed to Jiuzi Holdings, Inc. (the “Company”, “we”, and “our”). For ease
of reference, we have recited SEC’s comments in this response and numbered them accordingly.

Registration
Statement on Form F-3

Cover
Page

 1. We
                                            note your disclosure and cross reference to “Risk Factors- Risks Related to Our Corporate
                                            Structure- If the PRC government deems that the contractual arrangements in relation to Zhejiang
                                            Jiuzi, our consolidated variable interest entity, do not comply with PRC regulatory restrictions
                                            on foreign investment in the relevant industries, or if these regulations or the interpretation
                                            of existing regulations change in the future, we could be subject to severe penalties or
                                            be forced to relinquish our interests in those operations” in your 2021 Annual Report.
                                            Please expand your disclosure acknowledging the risks related to your corporate structure
                                            to include that it would likely result in a material change in your operations and/or a material
                                            change in the value of the securities you are registering for sale, including that it could
                                            cause the value of such securities to significantly decline or become worthless. On your
                                            prospectus cover page, please also acknowledge that your VIE contracts have not been tested
                                            in a court of law, if true, and disclose whether the VIE structure is used to provide investors
                                            with exposure to foreign investment in China-based companies where Chinese law prohibits
                                            direct foreign investment in the operating companies.

RESPONSE: We respectfully advise the Staff that we have revised
to disclose on the cover page and the risk factor summary section that our corporate structure entails the risk that could result in a
material change in our operations and/or a materials change in the value of the securities we are registering for sale, including that
it could cause the value of such securities to significantly decline or become worthless. We also disclosed that our VIE contracts have
not been tested in a court of law, and the VIE structure is not used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating companies.

 2. Clearly
                                            disclose how you will refer to the holding company, subsidiaries, and VIEs when providing
                                            the disclosure throughout the document so that it is clear to investors which entity the
                                            disclosure is referencing, and which subsidiaries or entities are conducting the business
                                            operations. Refrain from using terms such as “we” or “our” when describing
                                            activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
                                            and/or the VIE conduct operations in China and Hong Kong, that the VIE is consolidated for
                                            accounting purposes but is not an entity in which you own equity, and that the holding company
                                            does not conduct operations. In this regard, we note your disclosure on the cover page that
                                            [a]ny references to “Jiuzi” are to Jiuzi Holdings Inc., the holding company and
                                            any references to “we”, “us”, “our Company,” “the
                                            Company,” or “our” are to Jiuzi Holdings Inc., its subsidiaries and the
                                            VIE; and disclosure throughout the document referring to "our VIE."

RESPONSE: We respectfully advise the Staff that we have revised
the cover page and throughout the prospectus to clearly refer to the holding company and the subsidiaries and VIE in the disclosure related
to our business operation and holding company activities. We have refrained from using terms such as

“we” or “our” when describing activities or functions of the VIE. We have also clarified that our subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes but is not an entity in which we own
equity, and that the holding company does not conduct operations.

 3. Please
                                            revise to distinguish the applicability of various regulations as they relate to your Hong
                                            Kong operations. Include risk factor disclosure explaining whether there are laws/regulations
                                            in Hong Kong that result in oversight over data security, how this oversight impacts the
                                            company’s business and the offering, and to what extent you believe that it is compliant
                                            with the regulations or policies that have been issued.

RESPONSE: We respectfully advise the Staff that we have no business
operation in Hong Kong, and therefore we are not subject to various regulations in Hong Kong, including regulations resulting in oversight
over data security, regarding our business operations. The Hong Kong entity is an intermediate holding company and has no operations of
its own.

 4. Please
                                            amend your disclosure here and in the summary risk factors and risk factors sections to state
                                            that, to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity,
                                            the funds may not be available to fund operations or for other use outside of the PRC/Hong
                                            Kong due to interventions in or the imposition of restrictions and limitations on the ability
                                            of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash.
                                            On the cover page, provide cross-references to these other discussions.

RESPONSE:
We respectfully advise the Staff that we have updated the cover page, risk factor summary and risk factor section to state that to
the extent cash or assets in the business is in mainland China or Hong Kong or an entity domiciled in mainland China or Hong Kong, and
may need to be used to fund operations outside of mainland China or Hong Kong, the funds and assets may not be available to fund operations
or for other uses outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by
the government on our, our subsidiaries’ or the VIE’ ability to transfer cash and assets.

 5. To
                                            the extent you have cash management policies that dictate how funds are transferred between
                                            you, your subsidiaries, the consolidated VIEs or investors, summarize the policies on your
                                            cover page and in the prospectus summary, and disclose the source of such policies (e.g.,
                                            whether they are contractual in nature, pursuant to regulations, etc.); alternatively, state
                                            on the cover page and in the prospectus summary that you have no such cash management, policies.
                                            that dictate how funds are transferred. Provide a cross reference on the cover page to this
                                            issue in the prospectus summary.

RESPONSE:
We respectfully advise the Staff that we have amended the cover page to state that we currently have not maintained any cash management
policies that dictate the purpose, amount and procedure of cash transfers between the Company, our subsidiaries, or our VIE.

 6. We
                                            note your disclosure about how cash is transferred through your organization. Please revise
                                            to provide cross-references to the condensed consolidating schedule and the consolidated
                                            financial statements related to this disclosure, which we seek in our comment below.

RESPONSE:
We respectfully advise the Staff that we have added a cross-reference to the condensed consolidating schedule and the consolidated
financial statements on the cover page.

    2

 7. Discuss
                                            whether there are limitations on your ability to transfer cash between you, your subsidiaries,
                                            the consolidated VIEs or investors. Provide a cross-reference to your discussion of this
                                            issue in your summary, summary risk factors, and risk factors sections, as well.

RESPONSE:
We respectfully advise the Staff that we have added disclosure regarding any limitations on our ability to transfer cash between
us, our subsidiaries, the consolidated VIE or investors, and added a cross-reference to our discussion of this issue in the prospectus
summary, summary risk factors and risk factors.

Our
Company, page 1

 8. We
                                            note disclosure on page 37 that you incorporate by reference your Annual Report on No. 2
                                            amendment to Form 20-F for the fiscal year ended October 31, 2021 which includes your Consolidated
                                            Statements of Operations Information under Item 3 Key Information Selected Financial Data
                                            on page 2. Please provide in tabular form a condensed consolidating schedule that disaggregates
                                            the operations and depicts the financial position, cash flows, and results of operations
                                            as of the same dates and for the same periods for which audited consolidated financial statements
                                            are required. The schedule should present major line items, such as revenue and cost of goods/services,
                                            and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany
                                            receivables and investment in subsidiary. The schedule should also disaggregate the parent
                                            company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary
                                            of the VIEs, and an aggregation of other entities that are consolidated. The objective of
                                            this disclosure is to allow an investor to evaluate the nature of assets held by, and the
                                            operations of, entities apart from the VIE, as well as the nature and amounts associated
                                            with intercompany transactions.

RESPONSE: We respectfully advise the Staff that we have provided
a condensed consolidating schedule in tabular form that disaggregates the operations and depicts the financial position, cash flows, and
results of operations as of the same dates and for the same periods for which audited consolidated financial statements are required on
page 5 of the prospectus.

Organizational
Structure, page 2

 9. We
                                            note your disclosure on page 2 and throughout your filing that you control and receive the
                                            economic benefits of Zhejiang Jiuzi’s business operation through a series of contractual
                                            agreements, or the VIE Agreements and that those agreements are designed to provide your
                                            WFOE with the power, rights and obligations equivalent in all material respects to those
                                            it would possess as the principal equity holder of Zhejiang Jiuzi, including absolute control
                                            rights and the rights to the assets, property and revenue of Zhejiang Jiuzi. However, neither
                                            the investors in the holding company nor the holding company itself have an equity ownership
                                            in, direct foreign investment in, or control of, through such ownership or investment, the
                                            VIE. Accordingly, please refrain from implying that the contractual agreements are equivalent
                                            to equity ownership in the business of the VIE. Any references to control or benefits that
                                            accrue to you because of the VIE should be limited to a clear description of the conditions
                                            you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure
                                            should clarify that you are the primary beneficiary of the VIE for accounting purposes. Please
                                            also disclose, if true, that the VIE agreements have not been tested in a court of law.

RESPONSE:
We respectfully advise the Staff that we have removed implications that the contractual agreements are equivalent to equity ownership
in the business of the VIE, stated that any control or benefits that accrue to us because of the VIE are limited to a clear description
of the conditions we have satisfied for consolidation of the VIE under U.S. GAAP, and clarified that we are the primary beneficiary of
the VIE for accounting purposes, and that the VIE agreements have not been tested in a court of law on the cover page and prospectus
summary section.

    3

 10. In
                                            your diagram that depicts your corporate structure, revise to use dashed lines without arrows
                                            to depict the contractual relationship with the VIEs.

RESPONSE:
We respectfully advise the Staff that we have revised the corporate chart to depict the contractual relationship with the VIE.

Recent
Regulatory Actions by the PRC Government, page 12

 11. We
                                            note that you do not appear to have relied upon an opinion of counsel with respect to your
                                            conclusions that you are not required to obtain permissions from any PRC authorities to ope

United States securities and exchange commission logo
October 17, 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.
Registration Statement on Form F-3
Filed September 26, 2022
File No. 333-267617
Dear Shuibo Zhang:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form F-3 filed September 26, 2022
Cover page
1.We note your disclosure and cross reference to “Risk Factors- Risks Related to Our
Corporate Structure- If the PRC government deems that the contractual arrangements in
relation to Zhejiang Jiuzi, our consolidated variable interest entity, do not comply with
PRC regulatory restrictions on foreign investment in the relevant industries, or if these
regulations or the interpretation of existing regulations change in the future, we could be
subject to severe penalties or be forced to relinquish our interests in those operations” in
your 2021 Annual Report. Please expand your disclosure acknowledging the risks related

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 October 17, 2022 Page 2
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
October 17, 2022
Page 2
to your corporate structure to include that it would likely result in a material change in
your operations and/or a material change in the value of the securities you are registering
for sale, including that it could cause the value of such securities to significantly decline
or become worthless. On your prospectus cover page, please also acknowledge that your
VIE contracts have not been tested in a court of law, if true, and disclose whether the VIE
structure is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies.
2.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing, and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China and Hong Kong, that the VIE is consolidated
for accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. In this regard, we note your disclosure on the cover
page that [a]ny references to “Jiuzi” are to Jiuzi Holdings Inc., the holding company and
any references to “we”, “us”, “our Company,” “the Company,” or “our” are to Jiuzi
Holdings Inc., its subsidiaries and the VIE; and disclosure throughout the document
referring to "our VIE."
3.Please revise to distinguish the applicability of various regulations as they relate to your
Hong Kong operations. Include risk factor disclosure explaining whether there are
laws/regulations in Hong Kong that result in oversight over data security, how this
oversight impacts the company’s business and the offering, and to what extent you believe
that it is compliant with the regulations or policies that have been issued.
4.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds may not be available to fund operations or for other use
outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the
PRC government to transfer cash. On the cover page, provide cross-references to these
other discussions.
5.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies on your cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred. Provide a cross
reference on the cover page to the discussion of this issue in the prospectus summary.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 October 17, 2022 Page 3
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
October 17, 2022
Page 3
6.We note your disclosure about how cash is transferred through your organization.  Please
revise to provide cross-references to the condensed consolidating schedule and the
consolidated financial statements related to this disclosure, which we seek in our comment
below.
7.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, the consolidated VIEs or investors. Provide a cross-reference to your
discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.
Our Company, page 1
8.We note disclosure on page 37 that you incorporate by reference your Annual Report on
No. 2 amendment to Form 20-F for the fiscal year ended October 31, 2021 which includes
your Consolidated Statements of Operations Information under Item 3 Key Information -
Selected Financial Data on page 2. Please provide in tabular form a condensed
consolidating schedule that disaggregates the operations and depicts the financial position,
cash flows, and results of operations as of the same dates and for the same periods for
which audited consolidated financial statements are required. The schedule should present
major line items, such as revenue and cost of goods/services, and subtotals and
disaggregated intercompany amounts, such as separate line items for intercompany
receivables and investment in subsidiary. The schedule should also disaggregate the
parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the
primary beneficiary of the VIEs, and an aggregation of other entities that are consolidated.
The objective of this disclosure is to allow an investor to evaluate the nature of assets held
by, and the operations of, entities apart from the VIE, as well as the nature and amounts
associated with intercompany transactions.
Organizational Structure, page 2
9.We note your disclosure on page 2 and throughout your filing that you control and receive
the economic benefits of Zhejiang Jiuzi’s business operation through a series of
contractual agreements, or the VIE Agreements and that those agreements are designed to
provide your WFOE with the power, rights and obligations equivalent in all material
respects to those it would possess as the principal equity holder of Zhejiang Jiuzi,
including absolute control rights and the rights to the assets, property and revenue of
Zhejiang Jiuzi. However, neither the investors in the holding company nor the holding
company itself have an equity ownership in, direct foreign investment in, or control of,
through such ownership or investment, the VIE. Accordingly, please refrain from
implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE. Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes. Please also

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 October 17, 2022 Page 4
 FirstName LastNameShuibo Zhang
Jiuzi Holdings, Inc.
October 17, 2022
Page 4
disclose, if true, that the VIE agreements have not been tested in a court of law.
10.In your diagram that depicts your corporate structure, revise to use dashed lines without
arrows to depict the contractual relationship with the VIEs.
Recent Regulatory Actions by the PRC Government, page 12
11.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you are not required to obtain permissions from any PRC
authorities to operate our business or issue our securities to foreign investors.  If true,
state as much and explain why such an opinion was not obtained.   Also, we note your
disclosure on your prospectus cover page and on page 10 that as "confirmed" by your
PRC counsel you are not subject to a cybersecurity review with the CAC pursuant to the
Cybersecurity Review Measures, however, it is not clear if this constitutes counsel's
opinion. Revise to clarify and, if it does constitute an opinion, file the opinion as an
exhibit.
Enforceability of Civil Liabilities, page 38
12.We note your indication that a majority of your directors and officers are nationals and/or
residents of countries other than the United States.  If such directors and officers are
located in the PRC or Hong Kong, state as much and identify the relevant individuals.
Legal Matters, page 39
13.Clarify whether you intend for Ortoli Rosenstadt LLP to render an opinion as to securities
other than the ordinary shares offered hereby, considering the Maples and Calder opinion
filed as exhibit 5.1 appears to be limited to Cayman Islands law, however, the securities
other than the ordinary shares offered hereby appear to be governed by New York law.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 October 17, 2022 Page 5
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
October 17, 2022
Page 5

            Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jason Ye, Esq.

CORRESP
1
filename1.htm

Jiuzi
Holdings Inc.

4F No. 1 Building, Jinsha Lake Business
Center

Economic Technology District

Hangzhou, Zhejiang, 311103

People’s Republic of China

May 13, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Jiuzi Holdings Inc.

Registration
Statement on Form F-1

File No. 333-248416

Ladies and Gentlemen:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
acceleration of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become
effective as of 4:00 pm Eastern Time on Monday, May 17, 2021, or as soon thereafter as practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the
proposed public offering of the securities specified in the Registration Statement.

Very truly yours,

    Jiuzi Holdings Inc.

    By:
    /s/ Shuibo Zhang

    Name:
    Shuibo Zhang

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

May 13, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Jiuzi Holdings Inc.

    Registration Statement on Form F-1

    File No. 333-248416

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Boustead Securities, LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:00 p.m. Eastern Standard Time on May 17, 2021 or as soon thereafter as practicable.

Pursuant to Rule 460
under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to
be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as
appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms
that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very truly yours,

    Boustead Securities, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    CEO

CORRESP
1
filename1.htm

        Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

December 10, 2020

Via Edgar

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Daniel Morris

    Re:
    Jiuzi Holdings, Inc.

    Amendment No. 3 to

    Registration Statement on Form F-1

    Filed December 3, 2020

    File No. 333-248416

Dear Mr. Morris:

This letter is in response to the letter
dated December 9, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Jiuzi Holdings, Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement
on Form F-1 (the “Amended No. 4”) is being submitted to accompany this letter.

Amended Registration Statement on
Form F-1

Exhibits

 1. Revise the opinion contained at Exhibit 5.1 to eliminate inappropriate, readily ascertainable,
and/or verifiable assumptions. In this regard, we note your statements in Section 2 that the opinion is given only as to, and based
on, circumstances and matters of fact existing and known to you and that you have assumed there are no matters contained in the
minute book or corporate records that would affect your opinion.

RESPONSE: The Company
respectfully advises the Staff that the Company’s Cayman Islands counsel has revised its opinion to reflect the Staff’s
comments by deleting the assumption referenced above “that you have assumed there are no matters contained in the minute
book or corporate records that would affect your opinion” and revising Section 1 to clarify that counsel has examined all
other documents as it has deemed necessary to render its opinion. The Company has filed the revised opinion as Exhibit 5.1 to the
Amendment No. 4.

In responding to your comments, the Company
acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope this response has addressed all of
the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Yarona L. Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal or yly@orllp.legal.

Very truly yours,

    /s/ Shuibo Zhang

    Name: Shuibo Zhang

    Title:   Chief Executive Officer

United States securities and exchange commission logo
December 9, 2020
Shuibo Zhang
Chief Executive Officer
Jiuzi Holdings, Inc.
4F No. 1 Building, Jinsha Lake Business Center
Economic Technology District
Hangzhou, Zhejiang, 311103
People’s Republic of China
Re:Jiuzi Holdings, Inc.
Amendment No. 3 to
Registration Statement on Form F-1
Filed December 3, 2020
File No. 333-248416
Dear Mr. Zhang:
            We have reviewed your 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.
Amended Registration Statement on Form F-1
Exhibits
1.Revise the opinion contained at Exhibit 5.1 to eliminate inappropriate, readily
ascertainable, and/or verifiable assumptions.  In this regard, we note your statements in
Section 2 that the opinion is given only as to, and based on, circumstances and matters of
fact existing and known to you and that you have assumed there are no matters contained
in the minute book or corporate records that would affect your opinion.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 December 9, 2020 Page 2
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
December 9, 2020
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Keira Nakada at (202) 551-3659 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Rosenstadt

CORRESP
1
filename1.htm

        Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

December 3, 2020

Via Edgar

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Daniel Morris

 Re: Jiuzi Holdings, Inc.

Amendment No. 2 to

Registration Statement on Form
F-1

Filed November 17, 2020

File No. 333-248416

Dear Mr. Morris:

This letter is in response to the letter
dated November 24, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Jiuzi Holdings, Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement
on Form F-1 (the “Amended Registration Statement No. 3”) is being submitted to accompany this letter.

Amendment No. 2 to Form F-1 Filed
November 17, 2020

Executive Compensation, page 69

 1. Please revise to provide executive compensation disclosure as of the fiscal year ended October
31, 2020.

RESPONSE: 	We have
revised the disclosure on page 69 to provide executive compensation disclosure as of the fiscal year ended October 31, 2020.

Financial Statements, page F-1

 2. Prior to effectiveness, please revise your annual and interim financial statements and disclosures
throughout the filing to discuss and give retrospective effect to the fifteen for one stock split that will occur in conjunction
with the amending and restating of your memorandum of association.

RESPONSE: We note
the Staff’s comment and we are clarifying that: on October 31, 2020, pursuant to a special resolution adopted by its shareholders
to amend and restate the memorandum and articles of associations, the Company conducted a subdivision of its par value (the “Share
Subdivision”). Immediately following the Share Subdivision, the authorized share capital of the Company was $50,000 divided
into 50,000,000 shares of a par value of $0.001 each, and the total issued and outstanding shares were 5,000,000. Subsequent to
the Share Subdivision, the Company increased its authorized share capital from 50,000,000 shares to 150,000,000 shares with a
par value of $0.001 per share, and issued a stock dividend on 2 for 1 on post-Share Subdivision basis, whereby each shareholder
holding 1 share of the 5,000,000 shares outstanding immediately preceding this stock dividend was issued an additional 2 shares;
therefore, a total of 10,000,000 shares were issued; immediately following this transaction, there were a total of 15,000,000
shares issued and outstanding.

We have revised our annual and
interim financial statements and disclosure throughout the filing to discuss and give retrospective effect to the Share Subdivision
and the stock division as disclosed above that occurred in conjunction with our amended and restated memorandum and articles of
association.

        Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

In responding to your comments, the Company
acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope this response has addressed all of the Staff’s
concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please
contact our outside securities counsel William S. Rosenstadt, Esq. or Yarona L. Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal
or yly@orllp.legal.

Very truly yours,

    /s/ Shuibo Zhang

    Name:
    Shuibo Zhang

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
November 24, 2020
Shuibo Zhang
Chief Executive Officer
Jiuzi Holdings, Inc.
4F No. 1 Building, Jinsha Lake Business Center
Economic Technology District
Hangzhou, Zhejiang, 311103
People’s Republic of China
Re:Jiuzi Holdings, Inc.
Amendment No. 2 to
Registration Statement on Form F-1
Filed November 17, 2020
File No. 333-248416
Dear Mr. 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 27, 2020 letter.
Amendment No. 2 to Form F-1 Filed November 17, 2020
Executive Compensation, page 69
1.Please revise to provide executive compensation disclosure as of the fiscal year ended
October 31, 2020.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 November 24, 2020 Page 2
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
November 24, 2020
Page 2
Financial Statements, page F-1
2.Prior to effectiveness, please revise your annual and interim financial statements and
disclosures throughout the filing to discuss and give retrospective effect to the fifteen for
one stock split that will occur in conjunction with the amending and restating of your
memorandum of association.
            You may contact Keira Nakada at (202) 551-3659 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Rosenstadt

CORRESP
1
filename1.htm

        Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

    November 17, 2020

Via Edgar

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Daniel Morris

 Re: Jiuzi Holdings, Inc.

Amendment No. 1 to

Registration Statement on Form
F-1

Filed October 13, 2020

File No. 333-248416

Dear Mr. Morris:

This letter is in response to the letter
dated October 27, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Jiuzi Holdings, Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement
on Form F-1 (the “Amended Registration Statement No. 2”) is being submitted to accompany this letter.

Amendment No. 1 to Form F-1 Filed
October 13, 2020

Establish display centers and distribution
centers, page 51

 1. We note your response to prior comment 5. Please revise your summary to disclose that you do
not have any specific or immediate plans to build distribution centers. In addition, please revise where appropriate to disclose
how you intend to use the portion of your offering proceeds that are allotted to developing distribution centers. In this regard,
please disclose the amount of proceeds that you will use for these projects and significant milestones and their related costs.
To the extent that the distribution centers are not a priority, please revise your use of proceeds accordingly.

RESPONSE: 	We have
revised the disclosure on page 3 that we do not have any specific or immediate plans to build the display centers and distribution
centers. We have also revised the disclosure on page 28 regarding our use of proceeds.

Franchise Arrangement and Business
Model, page 52

 2. We note your response to prior comment 7. In the bulleted disclosure at the bottom of page 52,
you disclose the "franchise fee" for five different periods, or phases, of a store launch. Please tell us whether the
term "franchise fee" refers to the expected operational costs associated with each period or the actual fee payable to
the franchisor during each period. If your disclosure refers to the operational costs incurred by the franchisor during each period,
please revise your disclosure for clarity. In this regard, we note that a "franchise fee" is the typically understood
to be the fee payable by the franchisee to the franchisor and should only be used in your disclosure in this manner. Additionally,
please revise your added disclosure at page 53 to disclose the terms of your cooperation or partnership agreements with preferred
lenders, if material.

RESPONSE: 	 The term “franchise
fee” refers to the actual fee payable to us, as franchisor, during the five different period, not the expected operational
costs. We have moved the disclosure to page 53 and clarify those were franchise fee payable to us.

Currently we
do not have cooperation or partnership agreements with preferred lenders.

        Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

In responding to your comments, the Company
acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope this response has addressed all
of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained
herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason” Ye, Esq. of Ortoli
Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.

Very truly yours,

    /s/ Shuibo Zhang

    Name: Shuibo Zhang

    Title:   Chief Executive Officer

United States securities and exchange commission logo
October 27, 2020
Shuibo Zhang
Chief Executive Officer
Jiuzi Holdings, Inc.
4F No. 1 Building, Jinsha Lake Business Center
Economic Technology District
Hangzhou, Zhejiang, 311103
People’s Republic of China
Re:Jiuzi Holdings, Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed October 13, 2020
File No. 333-248416
Dear Mr. 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 September 14, 2020 letter.
Amendment No. 1 to Form F-1 Filed October 13, 2020
Establish display centers and distribution centers, page 51
1.We note your response to prior comment 5. Please revise your summary to disclose that
you do not have any specific or immediate plans to build distribution centers.  In addition,
please revise where appropriate to disclose how you intend to use the portion of your
offering proceeds that are allotted to developing distribution centers. In this regard, please
disclose the amount of proceeds that you will use for these projects and significant

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 October 27, 2020 Page 2
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
October 27, 2020
Page 2
milestones and their related costs. To the extent that the distribution centers are not a
priority, please revise your use of proceeds accordingly.
Franchise Arrangement and Business Model, page 52
2.We note your response to prior comment 7.  In the bulleted disclosure at the bottom of
page 52, you disclose the "franchise fee" for five different periods, or phases, of a store
launch. Please tell us whether the term "franchise fee" refers to the expected operational
costs associated with each period or the actual fee payable to the franchisor during each
period.  If your disclosure refers to the operational costs incurred by the franchisor during
each period, please revise your disclosure for clarity.  In this regard, we note that a
"franchise fee" is the typically understood to be the fee payable by the franchisee to the
franchisor and should only be used in your disclosure in this manner. Additionally, please
revise your added disclosure at page 53 to disclose the terms of your cooperation or
partnership agreements with preferred lenders, if material.
            You may contact Keira Nakada at (202) 551-3659 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Rosenstadt

CORRESP
1
filename1.htm

    Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

October 9, 2020

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attn: Daniel Morris

    Re:
    Jiuzi Holdings, Inc.

    Registration Statement
    on Form F-1

    Filed August 26,
    2020

    CIK No. 333-248416

Dear Mr. Morris:

This letter is in response to the letter
dated September 14, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Jiuzi Holdings, Inc. (the “Company”, “we”, and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement
on Form F-1 (the “Amended Registration Statement No. 1”) is being submitted to accompany this letter.

Registration Statement on Form F-1

Our future growth is dependent on
the demand, page 9

 1. We note your response
                                         to prior comment 6 and re-issue the comment. While you have revised some bullets listed
                                         under this risk factor, certain bullets still do not appear to provide sufficient disclosure
                                         for investors to adequately understand the risks identified. In this regard, we note
                                         the first, second, third, and fifth bullets. Please discuss these risks under separate
                                         standalone headings with accompanying narrative disclosures so that investors may evaluate
                                         each risk presented.

RESPONSE: We have revised
the disclosure on page 10 to add additional risk factors for investors to evaluate each risk presented. They are under headings:

 · We may be affected by the perceptions about electric vehicle quality,
safety, design, performance, and cost, especially if adverse events or accidents occur that are linked to the quality or safety
of electric vehicles, and the speed of the vehicles and battery performance.

 · We
                                         may be affected by perceptions about vehicle safety in general, particularly safety issues
                                         that may be attributed to the use of advanced technology, including electric vehicle
                                         and regenerative braking systems, battery overheating issues, and periodic maintenance
                                         requirements.

 · We
                                         may be affected by the limited range over which electric vehicles may be driven on a
                                         single battery charge and the speed at which batteries can be recharged.

 · The
                                         electric vehicle market development relies on the electric grid capacity and reliability
                                         as the increase in electric vehicles’ electricity load may cause a gap in the area’s
                                         installed power supply capacity and transmission line capacity.

    Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

Management’s Discussion and
Analysis, page 31

 2. We note that a portion
                                         of your proceeds will be used to develop the online-offline platform. Please describe
                                         the status of the development of the platform and the significant steps, including the
                                         timing and related costs of these steps, necessary for the platform to become fully operational.
                                         To the extent that certain functionalities are already available or expected to become
                                         available sooner than others, please explain.

RESPONSE: We have not
commenced the development of the online-offline platform system. We plan to use the offering proceeds to develop such platform
within six months of the offering. By the end of 2021, it is expected that several functions of customer management, vehicle management
and distribution management will be put into use in advance to manage all our sales staff, vehicle information and sales data.
The estimated cost is about US$1,5000,000. By the end of 2022, the platform is expected to serve all the Jiuzi franchise stores
and the entire operation systems, and the estimated cost is about US$2,000,000. We have revised the disclosure on page 32 to reflect
the above.

 3. We note your indication
                                         that you have not generated any franchisee royalties. Please elaborate upon your disclosure
                                         to explain why your franchisees have yet to generate net income and the obstacles that
                                         have existed and may continue before you might be in a position to generate revenues
                                         in this manner.

RESPONSE: We have revised
the disclosure on page 35 under “Franchisees’ royalties” to explain that our franchisees have yet to generate
net income and the obstacles that have existed and may continue before we might be in a position to generate revenues in this
manner.

 4. In your discussion of
                                         Results of Operations, please disclose the number of franchisees you currently have entered
                                         into agreements with and, with a view to understanding how your revenues might fluctuate
                                         from year to year given your dependence upon franchisee initial fees, how many franchise
                                         agreements you entered into the years ended October 31, 2019 and 2018.

RESPONSE: We have revised
the disclosure on pages 35 and 37 to disclose the number of franchisees we currently have entered into agreements with and as of
the years ended October 31 2019 and 2018.

Business

Establish display centers and distribution
centers, page 50

 5. We note your response
                                         to prior comment 15. Please revise to disclose, if known, the number of vehicle distribution
                                         centers you plan to construct, the vehicle capacity for the centers, and the size of
                                         the geographic area that you expect each distribution center to serve. In addition, please
                                         discuss the anticipated cost to construct and operate each distribution center.

RESPONSE: At present,
we do not have the concrete plan to construct the vehicle display and distribution centers as our priority is to continue market
the Jiuzi brand, expand franchise stores and develop the online-offline platform. The construction of the display and distribution
centers, such as the number of vehicle distribution centers, the vehicle capacity for the centers and the size of the geographic
area, will be dependent on the number of franchise stores we have and the number of vehicles to be sold in the franchise stores.
We will provide such information and the anticipated cost to construct and operate such distribution center when we have the information
in the future filings.

Franchise Arrangement and Business
Model, page 51

 6. We note your revisions
                                         to this section, however, please provide additional disclosure about the degree to which
                                         franchisees may exercise discretion to make some business decisions within narrow (or
                                         broad) parameters established by the company’s operating procedures, marketing
                                         concepts and product pricing strategies, as you indicate elsewhere. In other words, explain
                                         to what extent you determine the marketing strategy and price of the vehicles that are
                                         sold by the franchisee and the degree to which the franchisee has discretion to deviate
                                         from these terms.

RESPONSE: We have revised
the disclosure on page 53 to provide additional disclosure to what extent we determine the marketing strategy and price of the
vehicles that are sold by the franchisee and the degree to which the franchisee has discretion to deviate from these terms.

    2

    Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

 7. We note your response
                                         to prior comment 17 and re-issue in part. Please disclose the period of time over which
                                         the franchise fee is payable and describe the performance obligations upon which payment
                                         is conditioned. In addition, please describe any agreements that require franchisees
                                         to purchase supplies or services from the company. Also, describe any arrangement to
                                         provide financing to franchisees, including the terms of your cooperation or partnership
                                         with preferred lenders, the amounts financed, and repayment periods. In this regard,
                                         we note the loan advances to your franchisees disclosed elsewhere in the prospectus.
                                         It is unclear whether these advances are a standard part of your franchise arrangements.

RESPONSE:
We have revised the disclosure on page 52 to provide the period of time over which the franchise fee is payable and describe
the performance obligations upon which payment is conditioned. Please see disclosure under “[I]t costs an aggregate of RMB
4,000,000, or approximately US$575,500, in franchise
fees, and it takes the following steps in launching a Jiuzi franchise store.”

There is no other agreement requiring franchisees to purchase supplies or services from us except
the franchise agreement.

As to our cooperation with third
party lenders, we merely make introduction and do not involve in the financing. The terms of such financing are subject to negotiation
between the lenders and franchisees. We have clarified it in the last filing that “[O]n the capital side, we introduce franchisees
to various capital platforms … The financing arrangement will be negotiated and stipulated between the borrower and the
financial service provider.”

We have also revised the disclosure
on page 53 to provide the terms of the loan advancement. The loan advancement is part of the franchise agreement provided to the
franchisees on a needed basis. We do not provide financing to franchisees other than the loan advancements.

Supply Chain, page 51

 8. We note your response
                                         to prior comment 5 and re-issue. Please revise to describe the material terms of the
                                         non-exclusive LOIs, including term and termination provisions.

RESPONSE: We have revised
the disclosure on page 53 to describe the material terms of the non-exclusive LOI, including the term and termination provisions.

Policies Relating to Incentives
for Electric Vehicle Charging Infrastructure, page 55

 9. We note your added disclosure
                                         at page 54. Please revise to clarify which legislative actions are considered to be part
                                         of “the Thirteenth Five Year Plan.” For ease of understanding, you may wish
                                         to relocate the relevant discussion under the heading “Policies Relating to Incentives
                                         for Electric Vehicle Charging Infrastructure” on page 55 where you reference the
                                         “the Thirteenth Five Year Plan.”.

RESPONSE: We would like
to clarify that the government policies from page 55 to page 57 under the heading “Government Policies Relating to New Energy
Vehicles in the PRC” were all part of the 13th Five-Year Plan. The legislative actions under sub-heading “Government
Subsidies for Purchasers of NEVs” is related to general government subsidies policies while the legislative actions under
sub-heading “Policies Relating to Incentives for Electric Vehicle Charging Infrastructure” is related to NEV
charging infrastructure. We did not relocate the added discussion on page 55-56 because we believe that such disclosure is more
appropriate under discussion for general government subsidies policies. We added an additional policies discussion under sub-heading
“Policies Relating to Incentives for Electric Vehicle Charging Infrastructure” on page 57.

Management, page 62

 10. Please file as an exhibit
                                         to the registration statement a consent by each of your directors that has been identified
                                         in the prospectus but not signed the registration statement. Refer to Rule 438.

RESPONSE: We have filed
consent letters from each of our director nominees as Exhibits 99.6, 99.7 and 99.8 to the registration statement.

Related Party Transactions, page
69

 11. We re-issue prior comment
                                         19, in part. Please revise your introductory disclosure to provide additional context
                                         for the ensuing discussion about accounts receivable and payable, and loans and advances
                                         between the company and its franchisees. In addition, describe in more detail the related
                                         party relationships identified in this section and the material terms and conditions
                                         of outstanding balances. As previously noted, your disclosure related to advanced franchise
                                         fee payments and earnest money collected does not fully describe the material terms of
                                         these arrangements.

RESPONSE:

We have revised the disclosure under
the heading “Related Party Transactions” to provided additional discussion as referenced above to cover material terms
and details to provide greater transparency to the reader.

    3

    Jiuzi Holdings, Inc.

        4F No. 1 Building

        Jinsha Lake Business Center

        Economic Technology District

        Hangzhou, Zhejiang, 311103

        People’s Republic of China

Note 9 - Related Party Transactions,
page F-18

 12. We read your response
                                         to comment 26. Please tell us why you do not consider any part of the franchise interest
                                         you receive to be a part of the initial franchise fee.

RESPONSE: We note the Staff’s
re-issued comment, and in response thereto, please be advise that we have revised the disclosure as follows:

“The franchisees are
related parties of the Company due to the nominal, symbolic equity interest ownership in the franchisees. The franchisees
were originally incorporated with the Company shown as a 51.0% owner and subsequently as a 1.25% owner. The intent of having
such ownership percentage in the franchisees was to enable the franchisees to register their respective individual busine

United States securities and exchange commission logo
September 14, 2020
Shuibo Zhang
Chief Executive Officer
Jiuzi Holdings, Inc.
4F No. 1 Building, Jinsha Lake Business Center
Economic Technology District
Hangzhou, Zhejiang, 311103
People’s Republic of China
Re:Jiuzi Holdings, Inc.
Registration Statement on Form F-1
Filed August 26, 2020
File No. 333-248416
Dear Mr. Zhang:
            We have reviewed your 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.
Registration Statement on Form F-1
Our future growth is dependent on the demand, page 9
1.We note your response to prior comment 6 and re-issue the comment. While you have
revised some bullets listed under this risk factor, certain bullets still do not appear to
provide sufficient disclosure for investors to adequately understand the risks identified.  In
this regard, we note the first, second, third, and fifth bullets.  Please discuss these risks
under separate standalone headings with accompanying narrative disclosures so that
investors may evaluate each risk presented.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 September 14, 2020 Page 2
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
September 14, 2020
Page 2
Management's Discussion and Analysis, page 31
2.We note that a portion of your proceeds will be used to develop the online-offline
platform. Please describe the status of the development of the platform and the significant
steps, including the timing and related costs of these steps, necessary for the platform to
become fully operational. To the extent that certain functionalities are already available or
expected to become available sooner than others, please explain.
3.We note your indication that you have not generated any franchisee royalties.  Please
elaborate upon your disclosure to explain why your franchisees have yet to generate net
income and the obstacles that have existed and may continue before you might be in a
position to generate revenues in this manner.
4.In your discussion of Results of Operations, please disclose the number of franchisees you
currently have entered into agreements with and, with a view to understanding how your
revenues might fluctuate from year to year given your dependence upon franchisee initial
fees, how many franchise agreements you entered into the years ended October 31, 2019
and 2018.
Business
Establish display centers and distribution centers, page 50
5.We note your response to prior comment 15.  Please revise to disclose, if known, the
number of vehicle distribution centers you plan to construct, the vehicle capacity for the
centers, and the size of the geographic area that you expect each distribution center to
serve.  In addition, please discuss the anticipated cost to construct and operate each
distribution center.
Franchise Arrangement and Business Model, page 51
6.We note your revisions to this section, however, please provide additional disclosure
about the degree to which franchisees may exercise discretion to make some business
decisions within narrow (or broad) parameters established by the company's operating
procedures, marketing concepts and product pricing strategies, as you indicate
elsewhere. In other words, explain to what extent you determine the marketing strategy
and price of the vehicles that are sold by the franchisee and the degree to which the
franchisee has discretion to deviate from these terms.
7.We note your response to prior comment 17 and re-issue in part. Please disclose the
period of time over which the franchise fee is payable and describe the performance
obligations upon which payment is conditioned.  In addition, please describe any
agreements that require franchisees to purchase supplies or services from the company.
Also, describe any arrangement to provide financing to franchisees, including the terms of
your cooperation or partnership with preferred lenders, the amounts financed, and
repayment periods.  In this regard, we note the loan advances to your franchisees

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 September 14, 2020 Page 3
 FirstName LastNameShuibo Zhang
Jiuzi Holdings, Inc.
September 14, 2020
Page 3
disclosed elsewhere in the prospectus.  It is unclear whether these advances are a standard
part of your franchise arrangements.
Supply Chain, page 51
8.We note your response to prior comment 5 and re-issue. Please revise to describe the
material terms of the non-exclusive LOIs, including term and termination provisions.
Policies Relating to Incentives for Electric Vehicle Charging Infrastructure, page 55
9.We note your added disclosure at page 54. Please revise to clarify which legislative
actions are considered to be part of "the Thirteenth Five Year Plan."  For ease of
understanding, you may wish to relocate the relevant discussion under the heading
"Policies Relating to Incentives for Electric Vehicle Charging Infrastructure" on page 55
where you reference the "the Thirteenth Five Year Plan."
Management, page 62
10.Please file as an exhibit to the registration statement a consent by each of your directors
that has been identified in the prospectus but not signed the registration statement.  Refer
to Rule 438.
Related Party Transactions, page 69
11.We re-issue prior comment 19, in part.  Please revise your introductory disclosure to
provide additional context for the ensuing discussion about accounts receivable and
payable, and loans and advances between the company and its franchisees. In addition,
describe in more detail the related party relationships identified in this section and the
material terms and conditions of outstanding balances.  As previously noted, your
disclosure related to advanced franchise fee payments and earnest money collected does
not fully describe the material terms of these arrangements.
Note 9 - Related Party Transactions, page F-18
12.We read your response to comment 26.  Please tell us why you do not consider any part of
the franchise interest you receive to be a part of the initial franchise fee.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 September 14, 2020 Page 4
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
September 14, 2020
Page 4
             You may contact Keira Nakada at (202) 551-3659 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Rosenstadt

CORRESP
1
filename1.htm

    Jiuzi Holdings, Inc.

4F No. 1 Building

Jinsha Lake Business Center

Economic Technology District

Hangzhou, Zhejiang, 311103

People’s Republic of China

August
25, 2020

Via
Edgar

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

Attn:
Daniel Morris

 Re: Jiuzi
Holdings, Inc.

Draft
Registration Statement on Form F-1

Submitted
July 8, 2020

CIK
No. 0001816172

Dear
Mr. Morris:

This
letter is in response to the letter dated August 4, 2020, from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) addressed to Jiuzi Holdings, Inc. (the “Company”, “we”, and
“our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them
accordingly. An amended Draft Registration Statement on Form F-1 (the “Amended Draft Registration Statement No. 1”)
is being submitted confidentially to accompany this letter.

Draft
Registration Statement on Form F-1

Prospectus
Summary, page 1

 1. Please
                                         revise your introductory paragraph to clarify that investors will own shares in a holding
                                         company that does not directly own all of its operations in China. Please also disclose
                                         in the summary that the shareholders of your variable interest entity may have interests
                                         that conflict with yours.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have revised page 1 in the Prospectus
Summary section to reflect the above.

 2. Several
                                         of the phrases in the prospectus have ambiguous meaning. For instance, it is unclear
                                         what it means to have good relationships with NEV manufacturers, build an online-offline
                                         operating system, and empower technological inspiration. In addition, please make sure
                                         that defined terms, such as 4S, are explained at first usage. Revise accordingly.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have revised or removed the phrases referenced-above
on page 1 and page 3 of the Prospectus Summary and where applicable throughout the prospectus.

Our
History and Corporate Structure, page 1

 3. Please
                                         clarify whether the company will be a “controlled company” under the definition
                                         of the applicable stock exchange after the offering and, if so, provide appropriate disclosure
                                         here and the risk factors. In this regard, we note your disclosure in the risk factor
                                         section on page 20 indicating that there will be a concentration of ownership post-offering.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have revised to disclose that the Company
will be a “controlled company” and the relevant risks on page 2 and page 20.

    Jiuzi Holdings, Inc.

4F No. 1 Building

Jinsha Lake Business Center

Economic Technology District

Hangzhou, Zhejiang, 311103

People’s Republic of China

Our
Competitive Advantages, page 3

 4. We
                                         note your statement that you “have stronger brand recognition and consumer acceptance.”
                                         Please revise to disclose the basis for this statement.

RESPONSE: We
note the Staff’s comment, and in response thereto, advise the Staff that we have revised the language on page 3 and
page 52 to state instead that we entered the industry at a relatively early point and have gradually developed brand
awareness through marketing and promotional events, and consumer acceptance due to our competitive pricing and large
selections of NEVs in third-fourth tier cities.

Our
business is substantially dependent on collaboration, page 8

 5. Please
                                         revise, where appropriate, to describe the material terms, including term and termination,
                                         of your cooperation agreements with auto makers, auto dealers and automotive service
                                         providers. Please file any material agreements as exhibits to the registration statement.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have revised the disclosure on page 51
to provide the description of the agreement with manufacturer. We have no written agreement with battery factories and 4S stores.
The risk factor on page 8 has been revised as well. A form of the letter of intent was filed as Exhibit 10.12.

Our
future growth is dependent, page 9

 6. We
                                         note the list of bulleted risk factors on page 9. It appears that many risks identified
                                         merit fuller discussion. In particular, please describe the risks posed to your business
                                         by availability concerns related to NEVs (including plug-in hybrid vehicles), grid capacity,
                                         public perceptions about safety, and performance limitations of electric vehicles, if
                                         material to you.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have expanded the discussion regarding
the availability concerns, grid capacity, public perceptions about safety and performance limitation of NEVs on page 9 that are
material to our business.

We
rely on contractual arrangements with our variable interest entity, page 11

 7. Revise
                                         to state whether your PRC counsel, Capital Equity Legal Group, will render an opinion
                                         as to whether your ownership structure and contractual agreements with your VIE comply
                                         with PRC law. If not, please state as much and disclose the basis for your belief that
                                         your structure complies with PRC law.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that our PRC counsel will render an opinion that the ownership
structure of the PRC entities does not violate PRC laws or regulations currently in effect, and that the contractual arrangements
are valid, binding and enforceable, and do not result in any violation of PRC laws or regulations currently in effect. However,
there are substantial uncertainties regarding the interpretation and application of current PRC Laws, and there can be no assurance
that the PRC government will ultimately take a view that is consistent with such opinion (to be included in Exhibit 99.1 of the
prospectus) stated above. We have revised the disclosure on page 12 to reflect the above.

Risks
Related to Doing Business in China, page 13

 8. Please
                                         revise to discuss the risk that it may be difficult for overseas regulators to conduct
                                         investigations or collect evidence within China, and discuss the implications of Article
                                         177 of the PRC Securities law.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have added a risk factor on page 13 to
discuss the implications of Article 177 of the PRC Securities Law. Please refer to “Risk Factors - There are significant
legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise
with respect to foreign entities.”

    1

    Jiuzi Holdings, Inc.

4F No. 1 Building

Jinsha Lake Business Center

Economic Technology District

Hangzhou, Zhejiang, 311103

People’s Republic of China

Part
of our shareholders are not in compliance with the PRC’s regulations, page 17

 9. Your
                                         heading states that some of your shareholders are not registered pursuant to Circular
                                         37. However, the ensuing narrative discussion states that all of your beneficial owners
                                         are registered. Please reconcile.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have clarified that two of our beneficial owners, who
are PRC residents, have not completed the Circular 37 Registration, on page 18 and wherever applicable in the prospectus.

Use
of Proceeds, page 27

 10. In
                                         your disclosure on page 22 under the risk factor heading “We have broad discretion
                                         in the use of net proceeds...,“you state that your management may apply proceeds
                                         to possible acquisitions. Please revise your Use of Proceeds section to provide a brief
                                         description of your acquisition plans, including the types of opportunities you intend
                                         to explore. Alternatively, clarify that management has not yet determined the types of
                                         businesses that you will target or the terms of any potential acquisitions.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have revised the disclosure on page 27
of the Use of Proceeds section to clarify that our management has not yet determined the types of businesses that we will target
or the terms of any potential acquisitions.

Business,
page 39

 11. You
                                         state that you operate and franchise in third and fourth tier cities in China. To the
                                         extent your operations are concentrated in a geographic location, please provide risk
                                         factor disclosure related to the geographic concentration or tell us why you do not believe
                                         such geographic concentrations are material to evaluating your business. To the extent
                                         that your focus on third and fourth tier cities affects consumer demand or the investment
                                         required to establish a franchise (for instance, due to regulations or real estate trends
                                         that are market specific), please explain.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have revised the disclosure on page 8 to include the risks
related to geographic concentration. In addition, we have revised page 51 to explain the reasons we focus on third- and fourth-tier
cities, including the increased consumer demand and lower initial investment cost of franchise stores.

 12. Please
                                         clarify the amount of battery-operated vehicles sold by you as compared to plug-in electric
                                         vehicles. In addition, please describe the difference between these types of vehicles
                                         and the different challenges, if any, presented in the sourcing, marketing, sale, operation,
                                         and maintenance of these vehicles.

RESPONSE: We note
the Staff’s comment, and in response thereto, advise the Staff that almost all of our NEV sales are of battery-operated
vehicles and only very few are plug-in electric vehicles and are sold on demand from the vehicle buyers. At this time, we
have not further explored the market for plug-in electric vehicles. We do not believe adding the difference between the types
of vehicles and challenges would benefit the investors for the reasons above. We have clarified the same on page 46 and
wherever applicable in this prospectus.

 13. We
                                         note your disclosure in the final paragraph on page 39 that you intend to adopt an innovative
                                         one-stop vehicle sales model for vehicle buyers to have access to more brands, better
                                         services, and more affordable pricing. It is unclear how you anticipate this future business
                                         model differs from your current model. Please explain.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have revised to explain the difference
of our current business model and future one-stop model on pages 1, 31 and 46 of the prospectus. Such response was also corresponding
to the response for ‘online-offline operating system” in comment No.2.

Prospects
for NEVs Franchising Business, page 43

 14. Refer
                                         to the second and third paragraphs on page 43. It is unclear why you believe NEV stores
                                         will flourish despite facing many of the same operational challenges (initial investment,
                                         rent, vehicle acquisition costs, etc.) and relying on similar profit centers (i.e., after-sales
                                         services). As two examples, your disclosure should more fully explain why you believe
                                         mature NEV franchises would be able to thrive in major residential neighborhoods when
                                         4S stores do not and how you are able to offer competitive pricing to your customers
                                         for those cars that you source through 4S stores, as described in the last paragraph
                                         on page 44.

RESPONSE: We note the
Staff’s comment, and in response thereto, advise the Staff that we have revised the disclosure on page 50 to differentiate
traditional 4S stores and NEV franchise stores. In addition, we have revised on page 51 to include the how we are able to offer
competitive pricing of the vehicles we source through 4S stores.

    2

    Jiuzi Holdings, Inc.

4F No. 1 Building

Jinsha Lake Business Center

Economic Technology District

Hangzhou, Zhejiang, 311103

People’s Republic of China

Establish
display centers and distribution centers, page 43

 15. Please
                                         clarify your strategy for first-second tier cities. Specifically, please explain how
                                         the distribution centers you build will take advantage of cities’ well established transportation
                                         infrastructure to improve your results of operation.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we have revised the disclosure on page 50.

Franchise
arrangement and business model, page 44

 16. In
                                         the second paragraph of this section, you state that the company requires franchisees
                                         to meet rigorous standards to facilitate consistency and quality at all Jiuzi franchise
                                         stores. Please reconcile this statement with your disclosure elsewhere in the prospectus
                                         that the franchisee maintains control over all employment-related matters, marketing
                                         and pricing decisions.

RESPONSE:
We note the Staff’s comment, and in response thereto, advise the Staff that we believe the two aspects of franchise
model do not conflict with each other. You are referring to the following disclosures “[P]rimarily a franchisor

United States securities and exchange commission logo
August 4, 2020
Shuibo Zhang
Chief Executive Officer
Jiuzi Holdings, Inc.
4F No. 1 Building, Jinsha Lake Business Center
Economic Technology District
Hangzhou, Zhejiang, 311103
People’s Republic of China
Re:Jiuzi Holdings, Inc.
Draft Registration Statement on Form F-1
Submitted July 8, 2020
CIK No. 0001816172
Dear Mr. Zhang:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise your introductory paragraph to clarify that investors will own shares in a
holding company that does not directly own all of its operations in China. Please also
disclose in the summary that the shareholders of your variable interest entity may have
interests that conflict with yours.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 August 4, 2020 Page 2
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
August 4, 2020
Page 2
2.Several of the phrases in the prospectus have ambiguous meaning.  For instance, it is
unclear what it means to have good relationships with NEV manufacturers, build an
online-offline operating system, and empower technological inspiration.  In addition,
please make sure that defined terms, such as 4S, are explained at first usage.  Revise
accordingly.
Our History and Corporate Structure, page 1
3.Please clarify whether the company will be a "controlled company" under the definition of
the applicable stock exchange after the offering and, if so, provide appropriate disclosure
here and the risk factors.  In this regard, we note your disclosure in the risk factor section
on page 20 indicating that there will be a concentration of ownership post-offering.
Our Competitive Advantages, page 3
4.We note your statement that you "have stronger brand recognition and consumer
acceptance."  Please revise to disclose the basis for this statement.
Our business is substantially dependent on collaboration, page 8
5.Please revise, where appropriate, to describe the material terms, including term and
termination, of your cooperation agreements with auto makers, auto dealers and
automotive service providers. Please file any material agreements as exhibits to the
registration statement.
Our future growth is dependent, page 9
6.We note the list of bulleted risk factors on page 9.  It appears that many risks identified
merit fuller discussion.  In particular, please describe the risks posed to your business by
availability concerns related to NEVs (including plug-in hybrid vehicles), grid capacity,
public perceptions about safety, and performance limitations of electric vehicles, if
material to you.
We rely on contractual arrangements with our variable interest entity, page 11
7.Revise to state whether your PRC counsel, Capital Equity Legal Group, will render an
opinion as to whether your ownership structure and contractual agreements with your VIE
comply with PRC law.  If not, please state as much and disclose the basis for your belief
that your structure complies with PRC law.
Risks Related to Doing Business in China, page 13
8.Please revise to discuss the risk that it may be difficult for overseas regulators to conduct
investigations or collect evidence within China, and discuss the implications of Article
177 of the PRC Securities law.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 August 4, 2020 Page 3
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
August 4, 2020
Page 3
Part of our shareholders are not in compliance with the PRC's regulations, page 17
9.Your heading states that some of your shareholders are not registered pursuant to Circular
37.  However, the ensuing narrative discussion states that all of your beneficial owners are
registered.  Please reconcile.
Use of Proceeds, page 27
10.In your disclosure on page 22 under the risk factor heading "We have broad discretion in
the use of net proceeds...,"you state that your management may apply proceeds to possible
acquisitions.  Please revise your Use of Proceeds section to provide a brief description of
your acquisition plans, including the types of opportunities you intend to explore.
Alternatively, clarify that management has not yet determined the types of businesses that
you will target or the terms of any potential acquisitions.
Business, page 39
11.You state that you operate and franchise in third and fourth tier cities in China.  To the
extent your operations are concentrated in a geographic location, please provide risk factor
disclosure related to the geographic concentration or tell us why you do not believe such
geographic concentrations are material to evaluating your business. To the extent that your
focus on third and fourth tier cities affects consumer demand or the investment required to
establish a franchise (for instance, due to regulations or real estate trends that are market
specific), please explain.
12.Please clarify the amount of battery-operated vehicles sold by you as compared to plug-in
electric vehicles. In addition, please describe the difference between these types of
vehicles and the different challenges, if any, presented in the sourcing, marketing, sale,
operation, and maintenance of these vehicles.
13.We note your disclosure in the final paragraph on page 39 that you intend to adopt an
innovative one-stop vehicle sales model for vehicle buyers to have access to more brands,
better services, and more affordable pricing.  It is unclear how you anticipate this future
business model differs from your current model.  Please explain.
Prospects for NEVs Franchising Business, page 43
14.Refer to the second and third paragraphs on page 43.  It is unclear why you believe NEV
stores will flourish despite facing many of the same operational challenges (initial
investment, rent, vehicle acquisition costs, etc.) and relying on similar profit centers (i.e.,
after-sales services).  As two examples, your disclosure should more fully explain why
you believe mature NEV franchises would be able to thrive in major residential
neighborhoods when 4S stores do not and how you are able to offer competitve pricing to
your customers for those cars that you source through 4S stores, as described in the last
paragraph on page 44.

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 August 4, 2020 Page 4
 FirstName LastNameShuibo Zhang
Jiuzi Holdings, Inc.
August 4, 2020
Page 4
Establish display centers and distribution centers, page 43
15.Please clarify your strategy for first-second tier cities. Specifically, please explain how the
distribution centers you build will take advantage of cities' well established transportation
infrastructure to improve your results of operation.
Franchise arrangement and business model, page 44
16.In the second paragraph of this section, you state that the company requires franchisees to
meet rigorous standards to facilitate consistency and quality at all Jiuzi franchise stores.
Please reconcile this statement with your disclosure elsewhere in the prospectus that the
franchisee maintains control over all employment-related matters, marketing and pricing
decisions.
17.Refer to the third paragraph of this section.  Please disclose the franchise fees, ongoing
royalty percentages and commissions payable by your franchisees, and any mandatory
requirements contracts with your franchisees.  In addition, please provide a detailed
discussion of your arrangements to provide financing to franchisees including, but not
limited to, the following:

•your cooperation with various capital platforms, as described on page 39;
•the typical amount financed;
•whether the financing agreements are mandatory; and
• the typical repayment timeframe for these loans and the incidence of default.

Please also make corresponding revisions to your summary disclosure.
Government Policies Relating to New Energy Vehicles in the PRC, page 46
18.Revise to provide an expanded discussion here to quantify the amount of the fiscal
subsidies available under "the Thirteenth Five-year Plan" and to provide greater detail
about how the proposed policies of the central finance department will promote the
growth of your industry.  In addition, since many of the incentive you describe in this
section relate to local subsidies, please address the regulatory landscape of third and
fourth-tier cities specifically.
Related Party Transactions, page 58
19.We note your disclosure in the first paragraph of this section that the company owns 51%
of the franchisees' equity interest without having actual control over the franchisees.
Please revise here and in the business section to clarify this ownership structure, including
when the company takes its ownership stake and what you are entitled to as a result of
your ownership.  This disclosure should provide context for the ensuing discussion about
accounts receivable and payable, and loans and advances between the company and its
franchisees.  In this regard, please also describe in more detail the related party
relationships identified in this section and the material terms and conditions of outstanding

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 August 4, 2020 Page 5
 FirstName LastNameShuibo Zhang
Jiuzi Holdings, Inc.
August 4, 2020
Page 5
balances.  For example, your disclosure related to advanced franchise fee payments and
earnest money collected does not fully describe the material terms of these arrangements.
Taxation, page 74
20.Please tell us whether you intend to file opinions regarding Cayman Islands and United
States federal tax matters.  Revise this section and your exhibit index accordingly.
Financial Statements
Note 1 - Organization and Basis of Presentation, page F-7
21.Please disclose quantitative information for the VIE including revenue; net income;
operating, investing, and financing cash flows; and the carrying amount and classification
of the VIE’s assets and liabilities, including intercompany payables to the WFOE.
Material related party transactions of the VIE should be presented separately.  Refer to
paragraphs 5A.d., 2AA.d., and 3.bb of ASC 810-10-50.
22.Please disclose who owns the remaining 41% equity interest in Shangli Jiuzi.  If they are a
related party, please also disclose how they are related.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-9
23.The third paragraph of your revenue recognition policy appears more in line with ASC
605, rather than ASC 606.  In this regard, tell us how you consider the control of the
goods and services in determining the timing of the revenue recognition and when you
determine the transaction price.
24.You disclose that you recognize franchisee service revenues over a point in time.  Please
clarify the following as they relate to this statement:

•Whether the policy relates to the initial franchise fee;
•Whether the fees are recognized “over time” or “at a point in time”;
•How the timing of recognition relates to the duration of the franchising agreement;
•General duration of the franchise agreements; and
•How you measure revenues.
25.Please revise your description of the royalty revenue recognition policy to clarify when
you have the present right to payment, including how the timing relates to the occurrence
of the underlying sales, and how the revenues are measured.
Note 8 - Related Party Transactions, page F-15
26.You receive a 1.25% interest in your franchisees as part of the franchising agreement.
Please tell us why you do not appear to consider these interests as part of the initial
franchise fee.
27.You state on page F-17 that advances to franchisees are due within 180 days.  However,

 FirstName LastNameShuibo Zhang
 Comapany NameJiuzi Holdings, Inc.
 August 4, 2020 Page 6
 FirstName LastName
Shuibo Zhang
Jiuzi Holdings, Inc.
August 4, 2020
Page 6
you classify a part of these advances within non-current assets on the balance sheet.
Furthermore, you state on page F-12 that loans receivables, which include amounts due
from related franchisees, are due 18 months upon drawing.  Please resolve these
discrepancies.
            You may contact Keira Nakada at (202) 551-3659 or Rufus Decker at (202) 551-3769 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Rosenstadt