UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
JIUZI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F
☐
Changes in Company’s Certifying Accountant.
Previous independent registered public accounting
firm
On February 7, 2024, the audit committee (the
“Audit Committee”) of the board of directors (“Board”) of Jiuzi Holdings Inc. (the “Company”)
approved the dismissal of WWC, P.C. (“WWC”) as the Company’s independent registered public accounting firm, effective
immediately. The auditor’s report of WWC on the Company’s consolidated financial statements as of and for either of the past
two fiscal years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit
scope or accounting principles, except that the audit report contained an uncertainty about the Company’s ability to continue as
a going concern.
During the two most recent fiscal years and through
the subsequent interim period preceding WWC’s resignation, there were no “disagreements” (as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K) between the Company and WWC on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of WWC would have caused WWC to
make reference to the subject matter thereof in its reports for such fiscal years and interim period.
During the two most recent fiscal years and through
the subsequent interim period preceding the dismissal of WWC, there were no “reportable events” within the meaning of Item
16F(a)(1)(v) of Form 20-F.
We furnished a copy of this disclosure to WWC
and have requested that WWC furnish us with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”)
stating whether such firm agrees with the above statements or, if not, stating the respects in which it does not agree. We have received
the requested letter from WWC, and a copy of the letter is filed with this report on Form 6-K as Exhibit 99.1.
New independent registered public accounting
firm
On February 7, 2024, the Audit Committee approved
the engagement of Audit Alliance LLP (“AA”) as the Company’s independent registered public accounting firm to
audit the Company’s consolidated financial statements as of and for the fiscal year ended October 31, 2023.
During the two most recent fiscal years and through
the subsequent interim period preceding AA’s engagement, the Company has not consulted with AA regarding (i) the application of
accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on
the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that AA
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Jiuzi Holdings, Inc. |
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| Date: February 12, 2024 |
By: |
/s/ Tao Li |
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Tao Li
Chief Executive Officer |
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