Jiuzi Holdings, Inc. (JZXN) - Form 20-F Summary
Business Context and Reporting Period
Company: Jiuzi Holdings, Inc.
Filing Type: Annual Report on Form 20-F
Reporting Period: Fiscal year ended October 31, 2025
Business Overview: Jiuzi is a Cayman Islands holding company operating primarily in China through subsidiaries. Its business focuses on the renewable energy sector, specifically the sales of new energy batteries, electronic equipment, and mobile phone accessories. The company also plans to expand into the production and sales of electric two-wheelers, three-wheelers, and slow-speed cars in Southeast Asia. The company previously operated under a Variable Interest Entity (VIE) structure, which was dissolved in January 2023, converting the operating subsidiary into a wholly-owned entity.
Key Financial Metrics
| Metric | 2025 (USD) | 2024 (USD) | Change |
|---|---|---|---|
| Total Revenue | $2,882,738 | $1,400,139 | +105.9% |
| Gross Profit | $20,069 | $72,090 | -72.2% |
| Gross Margin | 0.70% | 5.15% | -4.45 pts |
| Net Loss | $(10,191,058) | $(59,132,923) | -82.8% (Improvement) |
| Cash and Cash Equivalents | $4,569,283 | $943,435 | +385.4% |
| Accumulated Deficit | $(87,984,114) | $(77,793,056) | N/A |
| Outstanding Shares | 1,255,785 | 275,285 | +356.1% |
Note: Revenue growth was driven primarily by the resale of sourced equipment and accessories, which accounted for 99.53% of total revenue in 2025. The significant reduction in net loss was largely due to a decrease in asset impairment charges and share-based compensation expenses compared to the prior year.
Material Changes vs. Prior Period
- Revenue Composition Shift: Proprietary product revenue collapsed from $771,917 in 2024 to $13,452 in 2025 following the termination of the proprietary product line in March 2025. Conversely, resale revenue surged from $628,222 to $2.87 million.
- Expense Reduction: General and administrative expenses decreased by 90% to $1.34 million, primarily due to a reduction in share-based compensation. Asset impairment and credit losses decreased by 79% to $8.69 million, as the majority of the impairment related to advances paid to suppliers was recognized in 2024.
- Liquidity Improvement: Cash balances increased significantly to $4.57 million, driven by a $5 million equity financing transaction completed in September 2025.
- Capital Structure: The company executed a 1-for-40 reverse stock split in October 2025 to regain compliance with Nasdaq listing requirements regarding minimum bid price.
Guidance, Outlook, Risks, and Contingencies
Going Concern Warning: The independent auditors have expressed substantial doubt about the company's ability to continue as a going concern. This is due to an accumulated deficit of approximately $88 million and a net loss from operations of $10.2 million for the year ended October 31, 2025. Management's ability to continue operations depends on future financing and the realization of current assets.
Legal Proceedings:
- Shareholder Derivative Action: A lawsuit filed by shareholder Shuibo Zhang in November 2025 alleges improper share dilution and breach of fiduciary duty. As of the filing date, the litigation is stayed pending the plaintiff retaining new counsel.
- SEC Investigation: The company received a formal order of investigation from the SEC in November 2025 regarding "Cross Border/China Based Issuer Matters." The company has voluntarily produced requested documents.
Regulatory and Operational Risks:
- PCAOB/HFCAA: The company faces risks related to the Holding Foreign Companies Accountable Act (HFCAA) regarding the inspection of its auditor. While the current auditor (Audit Alliance LLP) is subject to PCAOB inspections, uncertainties remain regarding future access to audit work papers in China.
- PRC Regulations: As a Cayman holding company with operations in China, the company is subject to evolving PRC regulations regarding overseas listings, cybersecurity reviews, and data privacy. Failure to comply could result in delisting or operational restrictions.
- Supplier Concentration: The top five suppliers accounted for 75.19% of cost of revenue in 2025. The company has a history of writing off advances paid to suppliers who failed to deliver goods.
Investor Verification Checklist
- Going Concern Status: Verify the company's ability to secure additional funding beyond the recent $5 million financing to cover operating losses and debt obligations.
- Legal Resolution: Monitor the status of the shareholder derivative lawsuit and the SEC investigation for potential financial penalties or governance changes.
- Revenue Quality: Assess the sustainability of the "resale" revenue model, which now dominates the business, compared to the discontinued proprietary product line.
- Supplier Risk: Review the company's controls over advances paid to suppliers to prevent future write-offs similar to the $8.7 million impairment in 2025.
- Listing Compliance: Confirm continued compliance with Nasdaq listing standards, particularly regarding minimum bid price and shareholder equity requirements.