Jiuzi Holdings, Inc 6-K/A, filed Jul 24, 2026
Jiuzi Holdings, Inc. (JZXN)
About this 6-K/A
Jiuzi Holdings, Inc filed this 6-K/A on July 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July
Commission File Number:
(Exact name of registrant as specified in its charter)
No. 4433 Dongbin Road,
Liwan Community, Nanshan Subdistrict, 21st Floor
Tower A, Zhaobangji Technology Center
Nanshan District, Shenzhen City
Guangdong Province 518000
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 ☐
EXPLANATORY NOTE
1
Interim Financial Statements
Attached hereto as Exhibits 99.1 and 99.2, respectively, are the Condensed Interim Unaudited Consolidated Financial Statements as of April 30, 2026 and for the Six Months ended April 30, 2026 and 2025 of Jiuzi Holdings Inc. (the “Registrant”), and the Registrant’s Management’s Discussion and Analysis with respect to the six months ended April 30, 2026 and 2025.
Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of April 30, 2026 and for the Six Months Ended April 30, 2026 and 2025 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended April 30, 2026 and 2025 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
| Jiuzi Holdings Inc. | ||
| Date: July 24, 2026 | By: | /s/ Hongye Zhang |
| Hongye Zhang | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
Jiuzi Holdings, Inc.
Consolidated Balance Sheets
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Advances to suppliers | ||||||||
| Other receivables and other current assets | ||||||||
| Digital assets consideration receivable | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Loan receivable | ||||||||
| Prepayment for property and equipment | ||||||||
| Intangible assets - crypto assets | ||||||||
| Property, plant and equipment | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Total Non-Current Assets | ||||||||
| Total Assets | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accruals and other payables | ||||||||
| Accounts payable | ||||||||
| Due to related parties | ||||||||
| Taxes payable | ||||||||
| Operating lease liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
See accompanying notes to financial statements.
1
Jiuzi Holdings, Inc.
Consolidated Statements of Loss and Comprehensive Loss
| Six Months | Six Months | |||||||
| Ended | Ended | |||||||
| April 30, | April 30, | |||||||
| 2026 | 2025 | |||||||
| Revenues, net | $ | $ | ||||||
| Total Revenues | ||||||||
| Cost of revenues | ||||||||
| Total cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and marketing expense | ||||||||
| General and administrative expenses | ||||||||
| Asset impairment and credit losses | ||||||||
| Stock based compensation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income, net | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on remeasurement of digital asset | ( | ) | ||||||
| Loss on remeasurement of contract asset for digital currency receipt | ( | ) | ||||||
| Total other loss, net | ( | ) | ( | ) | ||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributable to controlling interest | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Loss per share | ||||||||
| Basic | ( | ) | ( | ) | ||||
| Diluted | ( | ) | ( | ) | ||||
| Other comprehensive loss: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation (loss) gain | ( | ) | ||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
See accompanying notes to financial statements.
2
Jiuzi Holdings, Inc.
Consolidated Statements of Changes in Shareholders’ Equity
| Ordinary Shares | Additional | Accumulated other |
Equity attributable |
Non | ||||||||||||||||||||||||||||||||
| Number of | Paid-in | Statutory | Accumulated | Comprehensive | to Jiuzi | Controlling | ||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Deficit | Loss | Holdings, Inc. | Interest | Total | ||||||||||||||||||||||||||||
| Balance at October 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Disposition of discontinued operation | - | ( | ) | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at April 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at October 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Shares issued for services/compensation/expenses | ||||||||||||||||||||||||||||||||||||
| Shares issued for cash or subscription receivables | ||||||||||||||||||||||||||||||||||||
| Shares issued for digital assets | ||||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||
| Disposition of discontinued operation | - | ( | ) | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance at April 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
All period results have been adjusted for the reverse stock split effective October 24, 2025 and February 6, 2026.
3
Jiuzi Holdings, Inc.
Consolidated Statements of Cash flow
| Six Months | Six Months | |||||||
| Ended | Ended | |||||||
| April 30, | April 30, | |||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments for: | ||||||||
| Impairment and expected credit loss | ||||||||
| Depreciation & amortization | ||||||||
| Loss on settlement of digital assets consideration receivable | ||||||||
| Unrealized loss on digital assets | ||||||||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable-trade | ( | ) | ( | ) | ||||
| (Increase)/decrease in other receivable | ( | ) | ||||||
| Increase in advances to suppliers | ( | ) | ( | ) | ||||
| Decrease in prepaid expenses | ||||||||
| Increase in notes receivables-customers sales | ( | ) | ||||||
| Increase in due from related parties | ( | ) | ||||||
| Decrease in accrued and other liabilities | ( | ) | ( | ) | ||||
| Increase in account payable | ||||||||
| Decrease in contract liability | ( | ) | ||||||
| Increase in taxes payable | ||||||||
| Decrease in operating lease liabilities | ( | ) | ||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of fixed assets | ( | ) | ( | ) | ||||
| Acquisition of intangible assets | ( | ) | ||||||
| Increase in loans receivable | ( | ) | ||||||
| Cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from share issuance, net of issuance costs | ||||||||
| (Repayment to) proceeds from related party payable | ( | ) | ||||||
| Proceeds from borrowings | ||||||||
| Cash sourced in financing activities | ||||||||
| Net increase/(decrease) in cash, cash equivalents, restricted cash | ( | ) | ( | ) | ||||
| Effect of exchange rates on cash | ||||||||
| Cash, cash equivalents at beginning of the year | ||||||||
| Cash and cash equivalent at end of the year | $ | $ | ||||||
| Reconciliation of cash, cash equivalents & restricted cash to statements of cash flows | ||||||||
| Cash & cash equivalents | ||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||
See accompanying notes to financial statements.
4
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Jiuzi Holdings, Inc. (“Company” or “Jiuzi Holdings”) was incorporated in the Cayman Islands on October 10, 2019. It is a holding company with no operations. The Group sells proprietary brand batteries, electronic power equipment, mobile phones and accessories through its wholly owned subsidiaries located in People’s Republic of China (“PRC” or “China”).
| Entity Name | Registered Location | Percentage of ownership | Date of incorporation | Principal activities | ||||||
| Jiuzi Holdings, Inc.(“Jiuzi Holdings”) | Parent | |||||||||
| Jiuzi New York Inc. (“Jiuzi New York”) | ||||||||||
| Jiuzi International (HK) Limited (“Jiuzi HK”) | ||||||||||
| Shenzhen Jiuzi New Energy Holding Group Co., Ltd. (“Shenzhen Jiuzi”) | ||||||||||
| Shenzhen Shatou Trading Co.,Ltd.(“Shenzhen Shatou”) | ||||||||||
| Hainan Jiuzi Xinneng Holding Group Co., Ltd (“Hainan Jiuzi”) |
Jiuzi Holdings was incorporated in the Cayman Islands on October 10, 2019. It is a holding company with no operations.
Jiuzi New York Inc. (“Jiuzi New York”), a New York corporation established on April 3, 2023. It was a wholly owned subsidiary of Jiuzi Holdings. It was mainly involved in corporate investment consulting.
5
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Jiuzi International (HK) Limited (“Jiuzi HK”) was incorporated on May 23, 2023. It was a wholly owned subsidiary of Jiuzi New York and a company organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. It was mainly involved in corporate investment consulting.
Shenzhen Jiuzi New Energy Holding Group Co., Ltd. (“Shenzhen Jiuzi”) was incorporated on August 1, 2023 under the laws of the People’s Republic of China. It was a wholly owned subsidiary of Jiuzi HK and mainly involved in sales of proprietary brand batteries, electronic power equipment, mobile phones and accessories.
Shenzhen Shatou Trading Co., Ltd. (“Shenzhen Shatou”) was incorporated on October 21, 2024 under the laws of the People’s Republic of China. It is a wholly owned subsidiary of Shenzhen Jiuzi New Energy Holding Group Co., Ltd. (“Shenzhen Jiuzi”) and mainly involved in trading brokerage, domestic trade agency.
Hainan Jiuzi Xinneng Holding Group Co., Ltd (“Hainan Jiuzi”) was incorporated on April 20, 2026 under the laws of the People’s Republic of China. It was wholly owned subsidiary of Jiuzi HK and mainly involved in scientific research and technical services.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Significant inter-company transactions have been eliminated in consolidation.
Going Concern and Management’s Plan
The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As of April 30, 2026, the Group had an accumulated deficit of $
These conditions raise substantial doubt about the Group’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. The Group commits its core competencies in the renewable energy sector with driving innovation. The Group enters into trade business with a focus on sales of new energy batteries, sales of electrical equipment, mobile phone accessories and other products. In future, the Group will focus on sales and production of electric two wheelers, three wheelers and slow-speeding cars in Southeast Asia. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Group to continue as a going concern.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Functional and presentation currency
The functional currency of the Group is the currency of the primary economic environment in which the Group operates which is Chinese Yuan (“RMB”).
Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period.
6
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Segment reporting
An operating segment is defined as a component of the Group (a public entity) that meets all of the following characteristics: (a) engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses from transactions with other components of the same entity); (b) has operating results regularly reviewed by the Group’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and (c) has discrete financial information available.
Operating segments are aggregated into reportable segments if they exhibit similar economic characteristics and meet the aggregation criteria under ASC 280, including similarities in the nature of products and services, production processes, type or class of customer, distribution methods, and regulatory environment. A segment is considered reportable if it meets any of the following quantitative thresholds: (i) its reported revenue (including external sales and intersegment sales/transfers) is 10% or more of the combined revenue of all operating segments; (ii) the absolute amount of its reported profit or loss is 10% or more of the greater (in absolute amount) of the combined profit of all profitable operating segments or the combined loss of all loss-making operating segments; (iii) its assets are 10% or more of the combined assets of all operating segments. Additionally, the total external revenue of all reportable segments must be at least
Impairment of long-lived assets
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with FASB ASC 360.
In evaluating long-lived assets for recoverability, the Group uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell.
For the purpose of presenting these financial statements, the Group’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholders’ equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ equity section of the balance sheets.
Exchange rate used for the translation as follows:
US$ to RMB
| Period End | Average | |||||||
| April 30, 2026 | ||||||||
| October 31, 2025 | ||||||||
| April 30, 2025 | ||||||||
Fair Values of Financial Instruments
The Group adopted ASC 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
7
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
| ● | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. |
As of the balance sheet date, the estimated fair values of the financial instruments approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Group evaluates the hierarchy disclosures each year.
Related parties
The Group adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Cash and Cash Equivalents
The Group considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivable
Accounts receivable are recorded at the net value less estimates for expected credit losses. Management regularly reviews outstanding accounts and provides an allowance for doubtful accounts. When collection of the original invoice amounts is no longer probable, the Group will either partially or fully write-off the balance against the allowance for credit loss.
Loan Receivable
Loans receivable are reported at amortized cost, net of allowances for credit losses, unearned income, unamortized premiums or discounts, and deferred fees and costs.
Interest income is recognized using the contractual interest rate stipulated in the loan agreement, which the Company has determined to be the effective interest rate for purposes of ASC 310. Interest is calculated on the principal balance outstanding from time to time.
The allowance for credit losses is maintained at a level sufficient to cover the current expected credit losses over the contractual life of the loans. The measurement of expected credit losses is based on management’s best estimate using all available information, including the borrower’s financial condition, and other qualitative factors. The final allowance reflects management’s best estimate of credit losses as of each reporting date.
Property, Plant, and Equipment
Property, plant, and equipment (“PP&E”) are stated at historical cost in accordance with ASC 360-10 “Property, Plant, and Equipment” of the FASB Accounting Standards Codification (“US GAAP”). Historical cost includes the purchase price, freight and handling costs, installation and testing fees, legal and title fees, and other directly attributable costs incurred to acquire and prepare the assets for their intended use. For qualifying assets constructed or developed by the Group, historical cost also includes capitalized interest costs incurred during the construction period, which are capitalized as part of the asset’s carrying amount until the asset is substantially ready for its intended use.
8
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Depreciation of PP&E is computed using the straight-line method over the estimated useful lives of the assets, which reflects the pattern in which the asset’s economic benefits are consumed. The estimated useful lives, residual values (generally set at
| Category | Estimated useful lives | |
| Furniture & Fixtures | ||
| Vehicles | ||
| Office equipment and computers |
Expenditures for maintenance and repairs that do not extend the useful life, improve the asset’s functionality, or increase its expected future economic benefits are expensed as incurred. Significant improvements, replacements, and upgrades that meet the capitalization criteria are capitalized to the PP&E carrying amount and depreciated over the remaining useful life of the modified asset (or the asset’s new useful life if the improvement extends the original useful life).
PP&E is reviewed for impairment whenever events or changes in circumstances (such as a significant decline in asset utilization, market value, or operating performance) indicate that the carrying amount of an asset group may not be recoverable. The recoverability test is performed by comparing the asset group’s undiscounted future cash flows to its carrying amount. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recognized for the excess of the carrying amount over the asset group’s fair value. Fair value is determined based on market prices, third-party valuations, or discounted cash flow analyses, as appropriate.
Upon disposal, retirement, or abandonment of PP&E, the carrying amount of the asset (net of accumulated depreciation and any impairment losses) is derecognized, and any resulting gain or loss (calculated as the difference between the disposal proceeds and the net carrying amount) is recognized in “Other income (expense), net” in the consolidated statements of comprehensive income.
Intangible asset
Intangible assets consist of purchased software acquired from third parties for the Group’s internal use, primarily cloud storage software and an office automation (OA) system. The software is acquired in a ready-to-use state, and the Group does not incur any research or development costs in connection with it. Purchased software is recorded at cost and amortized on a straight-line basis over its estimated useful life of two years, commencing when the software is available for its intended use. Amortization expense is recognized in the consolidated statements of operations. The Group reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and recognizes an impairment loss to the extent the carrying amount exceeds the asset’s fair value.
Lease
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The lease term begins on the date that the Group takes possession under the lease, including the pre-opening period during construction (“Rent Holiday”). Since our leases do not provide an implicit rate, our operating lease liabilities are calculated using our estimated incremental borrowing rate based on the information available at commencement date. We elected the short-term lease recognition exemption for leases with a term of 12 months or less at inception. These leases are not recorded on our consolidated balance sheet and are expensed on a straight-line basis over the lease term. When determining the lease term, we include renewal or termination options that we are reasonably certain to exercise.
9
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Digital Assets
The Group accounts for Digital assets in accordance with ASC 350-60, Intangibles—Goodwill and Other—Digital Assets. Digital assets meeting all scope criteria of ASC 350-60-15-1 are measured at fair value on the acquisition date (contract inception date) in accordance with ASC 606-10-32-21, which requires measuring the estimated fair value of non-cash consideration when the criteria in ASC 606-10-25-1 are met.
Subsequent to initial recognition, Digital assets are measured at fair value at each reporting period, with changes in fair value recognized in net income in accordance with ASC 350-60-35-1. Such fair value changes are presented separately from amortization or impairment of other intangible assets in the income statement.
The fair value of Digital assets is determined using quoted market prices from active exchanges. Transaction costs directly attributable to the acquisition of Digital assets are capitalized to the carrying amount of the Digital assets in accordance with ASC 350-30-30-1.
Revenue Recognition
The Group adopted ASC Topic 606 using the modified retrospective adoption method. Based on the requirements of ASC Topic 606, revenue is recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration the Group expects to be entitled to receive in exchange for those goods or services. Revenue is recognized when the following 5-step revenue recognition criteria are met:
| 1) | Identify the contract with a customer |
| 2) | Identify the performance obligations in the contract |
| 3) | Determine the transaction price |
| 4) | Allocate the transaction price |
| 5) | Recognize revenue when or as the entity satisfies a performance obligation |
Revenue from product sales is recognized at the point in time control of the products is transferred, generally upon customer receipt based upon the contract terms. Shipping and handling activities are considered to be fulfillment activities rather than promised services and are not, therefore, considered to be separate performance obligations. The Group’s sales terms provide no right of return outside of a standard quality policy and has not experienced any sales returns. Payment terms for product sales are generally set at
Cost of revenue
Costs of revenues primarily consist of the purchase costs of electronic power equipment, mobile phones and accessories and other direct costs.
We offer a warranty ranging from
Estimate Expected Credit Losses
The Group employs a dual assessment framework to comprehensively evaluate the credit risk of all receivables, ensuring alignment with the core principle of “expected credit losses” under CECL.
10
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Method One: Aging Portfolio Assessment
For a large volume of trade accounts receivable with similar credit risk characteristics, we primarily use the aging analysis method as a practical expedient for estimating expected credit losses. This method involves grouping receivables by days past due (age) and applying different loss rates to each age bracket.
Method Two: Individual Assessment (Applicable to Specific, Material Receivables)
For receivables that are unique in nature, material in amount, or possess credit risk characteristics significantly different from the regular trade receivables portfolio (e.g., deposits,receivables from specific customers in financial distress), we perform individual specific assessments. These assessments are based on the recyclability of the specific amount, the debtor’s specific credit condition, collateral value, etc.
Following the process above, the loss rate matrix approved by management for the six months end April 30, 2026 assessment is as follows:
| Aging Bucket | Final Applicable Loss Rate (Lifetime) | |||
| 0-90 Days | % | |||
| 90-180 Days | % | |||
| 180-360 Days | % | |||
| 360-540 Days | % | |||
| 540-720 Days | % | |||
| Over 720 Days | % | |||
Stock-Based Compensation
The Company measures the cost of services received in exchange for all equity awards granted, based on the fair market value of the award as of the grant date. The Company did not capitalize any stock-based compensation costs as part of an asset. For the six months end April 30, 2026 and 2025, the Company recorded non-cash stock-based compensation cost in the amount of $
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the years of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although the Group believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals.
11
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Earnings (loss) per share
Basic income (loss) per share is computed by dividing net income (loss) attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year. Diluted income (loss) per share is calculated by dividing net income (loss) attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision useful financial analyses. Topic 280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively.
In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, and should be applied prospectively.
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures”which primarily requires disaggregated disclosure of certain expense categories in the notes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the Group is currently assessing the impact of adoption.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (“Topic 326”). This ASU provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses. For public business entities, ASU 2025-05 will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The guidance will be applied on a prospective basis. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (“Topic 270”). This ASU provides narrow-scope improvements to the interim reporting guidance, including a comprehensive list of interim disclosure requirements, a new disclosure principle requiring entities to disclose material events occurring after the most recent annual reporting period, and clarified guidance on the form and content of condensed interim financial statements. For public business entities, ASU 2025-11 will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For entities other than public business entities, it will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. The guidance may be applied either prospectively or retrospectively. Early adoption is permitted for all entities.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
12
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 3 – ACCOUNTS RECEIVABLES
Accounts receivables, net is comprised of the following:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts receivables | $ | $ | ||||||
| Allowance for credit losses | $ | ( | ) | $ | ( | ) | ||
| Total, net | $ | $ | ||||||
The following is a summary of the activity in the allowance for credit losses:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Balance at beginning of period | $ | $ | ||||||
| Allowance | ||||||||
| Effect of translation adjustment | ||||||||
| Balance at end | $ | $ | ||||||
Credit losses was for the six months ended April 30, 2026 and 2025.
NOTE 4 – OTHER RECEIVABLES AND OTHER CURRENT ASSETS
Other receivables and other current assets comprised of the following:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Other receivables | $ | $ | ||||||
| Prepaid expense | ||||||||
| Prepaid taxes | ||||||||
| Less allowance for impairment of prepaid expense | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
On December 16, 2023, Shenzhen Jiuzi entered into an agreement with a third party, Beijing YanErYouXin Technology Co., Ltd.(“YanErYouXin”). Shenzhen Jiuzi provided a prepayment in full to YanErYouXin in the amount of RMB
The Group evaluates the recoverability of prepaid expenses and recognizes impairment losses when it becomes probable that the supplier will not perform and the prepayment will not be recoverable.
As of April 30, 2026, the net carrying amount of the prepaid expense was .
13
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 5 – RELATED PARTY BALANCES
As of April 30, 2026 and October 31, 2025, the amount due to the related parties was $
| Related Party Name | April 30, | October 31, 2025 | Relationship | Note | ||||||||
| Tao Li | $ | $ | ||||||||||
| Huijie Gao | ||||||||||||
On April 27, 2026, Tao Li resigned as a director and the chairman of the board, chief executive officer of Jiuzi Holdings Inc.
NOTE 6 – PREPAYMENT FOR PROPERTY AND EQUIPMENT
Prepayment for property and equipment comprised of the following:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Prepayment for AI equipment | $ | $ | ||||||
| Less allowance for impairment | ||||||||
| Total | $ | $ | ||||||
As of April 30, 2026, the Company had prepaid approximately $
The equipment will support the Group’s planned AI-related business expansion. Blue Cedarwood Ltd. was selected for its overseas sourcing and logistics capabilities. Delivery is expected within approximately one year from the date of the supplemental agreement.
impairment loss was recognized on the prepayment for AI equipment as of April 30, 2026, as management believes the prepayment is fully recoverable based on the supplier’s performance to date and the terms of the procurement agreement.
14
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 7 - LOAN RECEIVABLE
The loan receivable consisted of the following as of April 30, 2026 and October 31, 2025:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Principal advanced | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ||||||
| Loan receivable, net | $ | $ | ||||||
During March and April 2026, the Company extended
The Group measured expected credit losses for the loan under ASC 326 and recognized an allowance for credit losses of $
There is no ongoing business relationship between the Group and the borrower. Loan proceeds are used for the borrower’s general working capital and ordinary operating purposes. Management considers the loan commercially reasonable: the temporary deployment of surplus cash does not disrupt normal working capital and operations, and the
NOTE 8 - PROPERTY, PLANT AND EQUIPMENT
The following table summarizes property, plant and equipment:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Vehicles | ||||||||
| Office equipment and computers | ||||||||
| Property, plant and equipment-cost | ||||||||
| Less: Accumulated depreciation | ||||||||
| Property, plant and equipment-net | $ | $ | ||||||
Depreciation expenses was $
NOTE 9 - INTANGIBLE ASSET
The following table summarizes intangible assets:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Finite life: | ||||||||
| Cloud storage software, gross | ||||||||
| Office automation system, gross | ||||||||
| Less: Accumulated amortization | ||||||||
| Ending balance | ||||||||
Amortization expenses was $
15
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 10 – LEASE
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate which is implicit in the lease. The Group determines the incremental borrowing rate for each lease based primarily on its lease term in PRC, which is approximately
The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of
During the reporting period, the Group’s short-term leases primarily consisted of office premises and vehicles used for business expansion. The expense related to short-term leases amounted to RMB
The following table presents balances reported in the consolidated balance sheets related to the Group’s leases:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Operating lease liabilities | $ | $ | ||||||
Weighted-average remaining term and discount rate related to leases were as follows:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Weighted-average remaining term | ||||||||
| Operating lease | ||||||||
| Weighted-average discount rate | ||||||||
| Operating lease | % | % | ||||||
NOTE 11 – DIGITAL ASSETS CONSIDERATION RECEIVABLE
The Group agreed to issue
On February 12, 2026, the Group entered into a securities purchase agreement to issue
16
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
The digital assets consideration receivable was subject to fair value remeasurement at the end of each reporting period, with changes in fair value recognized in the consolidated statements of operations. During the six months ended April 30, 2026, the Group received the
| April 30, 2026 | October 31, 2025 | |||||||||||||||
| Units | Fair value (US$) | Units | Fair value (US$) | |||||||||||||
| Digital assets-AWA tokens to be received | -variable number | |||||||||||||||
| Digital assets-bitcoin to be received | ||||||||||||||||
| Total | ||||||||||||||||
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Opening balance/fair value | $ | $ | ||||||
| Additions - Bitcoin receivable | ||||||||
| Additions - AWA receivable | ||||||||
| Change in fair value of Bitcoin receivable | ( | ) | ( | ) | ||||
| Reduction – derecognition on receipt of Bitcoins | ( | ) | ||||||
Ending Balance | $ | $ | ||||||
NOTE 12 - INTANGIBLE ASSETS - CRYPTO ASSETS
The Group accounts for its Bitcoin holdings as intangible assets in accordance with ASC 350-60, Intangibles—Goodwill and Other—Digital Assets. During the six months ended April 30, 2026, the Group received 100 Bitcoins in satisfaction of the Bitcoin consideration receivable described in Note 11. Upon receipt on January 12, 2026, the Bitcoins were initially recognized as intangible assets at their fair value on the receipt date of $
Subsequent to initial recognition, the crypto assets are measured at fair value at each reporting date, determined using quoted market prices from active exchanges, with changes in fair value recognized in net income in accordance with ASC 350-60. Such fair value changes are presented separately from the remeasurement of the Bitcoin consideration receivable described in Note 11. Transaction costs directly attributable to the acquisition of crypto assets, if any, are capitalized to the carrying amount of the crypto assets.
17
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
The following table summarizes the Group’s crypto assets holdings:
April 30, 2026 | October 31, 2025 | |||||||||||||||
| Units | Fair value (US$) | Units | Fair value (US$) | |||||||||||||
| Bitcoins | ||||||||||||||||
| Total | ||||||||||||||||
The changes in the carrying amount of crypto assets were as follows:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Opening balance/fair value | $ | $ | ||||||
| Additions – Bitcoins received, at receipt-date fair value | ||||||||
| Change in fair value, net | ( | ) | ||||||
| Closing balance/fair value | $ | $ | ||||||
NOTE 13–ACCOUNTS PAYABLE
Accounts payable comprised of the following:
April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Inventory purchase | $ | $ | ||||||
| Total | $ | $ | ||||||
NOTE 14–ACCRUALS AND OTHER PAYABLES
Accruals and other payables comprised of the following:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Borrowings from non-related parties | $ | $ | ||||||
| Employee benefits and salaries | ||||||||
| Total | $ | $ | ||||||
18
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
The following table summarizes the Group’s principal borrowings from non-related parties as of April 30, 2026 and October 31, 2025:
| Lender | Nature | Interest Rate | Maturity Date | Secured/ Unsecured | April 30, 2026 | October 31, 2025 | ||||||||||
| Xu Hongzhao. | ||||||||||||||||
| Ouyi Health Management Co., Ltd. | ||||||||||||||||
| CAPITAL VISTA LTD | ||||||||||||||||
| WSTOCK LIMITED | ||||||||||||||||
| Wu Xianhu | - | |||||||||||||||
| Wang Qiming | - | |||||||||||||||
| Total Borrowings | ||||||||||||||||
NOTE 15 – TAXES PAYABLE
Taxes payable comprised of the following:
| April 30, | October 31, | |||||||
| 2026 | 2025 | |||||||
| Value-added tax, net | ||||||||
| Other taxes | ||||||||
| Total | ||||||||
19
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 16 – SHAREHOLDERS’ EQUITY
As of April 30, 2026 and October 31, 2025, the Group had
On October 31, 2020, pursuant to a special resolution adopted by its shareholders to amend and restate the memorandum and articles of associations, the Group conducted a subdivision of its par value with each share of a par value of $
Subsequent to the Share Subdivision, the Group increased its authorized share capital from
On May 20, 2021, we issued
On October 28, 2022, the Group issued
For the year ended October 31, 2022, the Group also issued
For the years ended October 31, 2023, the Group issued
On September 29, 2025, the Group entered into a share purchase agreement with certain investors, pursuant to which the Group agreed to sell and issue a total of
Reverse Stock Split
On February 15, 2024, the Group’s shareholders approved by ordinary resolution a share consolidation or reverse stock split of the Group’s ordinary shares at a ratio of one-for-thirteen, such that each thirteen ordinary shares of the Group shall be combined into one ordinary share of the Group (the “Share Consolidation”). This consolidation was subsequently effected, resulting in the combination of every thirteen ordinary shares into one.
On October 24, 2025, the Group’s shareholders approved by ordinary resolution a share consolidation or reverse stock split of the Group’s ordinary shares at a ratio of one-for-forty, such that each forty ordinary shares of the Group (with a par value of $
On February 6, 2026, the Group held its 2026 Extraordinary General Meeting of Shareholders. Shareholders approved: I. An increase in authorized share capital from US$
20
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Private Placement
On April 28, 2023, the Group entered into a Subscription Agreement with selected accredited investors (collectively, the “Investors”). Pursuant to the Subscription Agreement, the Group has agreed to issue and sell to the Investors an aggregate of
Each unit is comprised of
The closing occurred on May 5, 2023, and the Group received proceeds of $
On September 12, 2023, the Group entered into a securities purchase agreement with certain non-affiliated accredited institutional investors pursuant to which the Group agreed to sell an aggregate of
On October 20, 2023, the Group entered into certain securities purchase agreement with certain “non-U.S. Persons”, pursuant to which the Group agreed to sell an aggregate of
On October 17, 2024, the Group entered into a securities purchase agreement with certain investors (the “Purchasers”) pursuant to which the Group agreed to sell an aggregate of
On October 7, 2025, the Group entered into a securities purchase agreement (the “Purchase Agreement”) with certain Non U.S. investors (collectively, the “Purchasers”) pursuant to which the Group agreed to sell to the Purchasers an aggregate of
On December 12, 2025, the Group entered into a securities purchase agreement with an institutional accredited investor pursuant to which the Group agreed to sell an aggregate of
On February 12, 2026, the Group entered into a securities purchase agreement with certain investors to sell an aggregate of
On March 17, 2026, the Group filed a registration statement on Form S-8 with the U.S. Securities and Exchange Commission to register
21
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 17 – INCOME TAX
The Group is subject to profits tax rate at
The net taxable losses before income taxes and its provision for income taxes comprised of the following:
| For six months ended | ||||||||
| April 30 | April 30 | |||||||
| 2026 | 2025 | |||||||
| Loss attributed to China | ( | ) | ( | ) | ||||
| PRC statutory tax rate | % | % | ||||||
| Income tax expense at statutory rate | ( | ) | ( | ) | ||||
| Deferred tax assets not recognized | ||||||||
| Income tax expense | ||||||||
NOTE 18 – COMMITMENTS AND CONTINGENCIES
(a) Capital commitment
As of April 30, 2026, there are unpaid operating lease commitments that are short-term lease commitments, nor leases that have not yet commenced but that created significant rights and obligations for the Group, which are not included in right-of-use assets and lease liabilities.
(b) Legal proceedings
From time to time, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of these unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Group’s financial position, results of operations or cash flows. The Group has not recorded any material liabilities in this regard as of April 30, 2026.
NOTE 19 – CONCENTRATIONS, RISKS AND UNCERTAINTIES
Credit risk
Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured. Accordingly, the Group has a concentration of credit risk related to the uninsured part of bank deposits.
In addition, the Group’s credit risk also relates to accounts receivable and other receivables. The Group has made prudent impairment provisions for other accounts receivable, which is a proactive and prudent accounting treatment rather than an indication of significant credit risk. The Group has not experienced any losses in such accounts and believes it is not exposed to significant credit risk.
Liquidity risk
The Group faces potential liquidity risk factors including continuous negative operating cash flow, and uncertain financing capacity, which may affect its ability to meet short-term obligations. To mitigate these, the Group has optimized working capital management, and expanded financing channels effectively.
22
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
Concentration
The Group has a concentration risk related to suppliers and customers. Failure to maintain existing relationships with the suppliers or customers to establish new relationships in the future could negatively affect the Group’s ability to obtain goods sold to customers in a price advantage and timely manner. If the Group is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Group may be unable to satisfy the orders from its customers, which could materially and adversely affect revenues.
For the six months ended April 30, 2026 and 2025, revenue derived from the Group’s top five customers accounted for
Disclosure of details regarding the Group’s top five customers in respect of the concentration of sales revenues generated from third-party customers:
| Six Months Ended | ||||||||||||||||
| April 30, 2026 | April 30, 2025 | |||||||||||||||
| Customer A | % | % | ||||||||||||||
| Customer B | % | % | ||||||||||||||
| Customer C | % | % | ||||||||||||||
| Customer D | % | % | ||||||||||||||
| Customer E | % | % | ||||||||||||||
| Customer F | % | % | ||||||||||||||
| Total | % | % | ||||||||||||||
For the six months ended April 30, 2026 and 2025, cost of revenue derived from the Group’s top five suppliers accounted for
Disclosure of details regarding the Group’s top five suppliers in respect of the concentration of sales costs generated from third-party suppliers:
| Six Months Ended | ||||||||||||||||
| April 30, 2026 | April 30, 2025 | |||||||||||||||
| Supplier A | % | % | ||||||||||||||
| Supplier B | % | % | ||||||||||||||
| Supplier C | % | % | ||||||||||||||
| Supplier D | % | % | ||||||||||||||
| Supplier E | % | % | ||||||||||||||
| Supplier F | % | % | ||||||||||||||
| Supplier G | % | % | ||||||||||||||
| Total | % | % | ||||||||||||||
23
Jiuzi Holdings, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
NOTE 20 – SEGMENT REPORTING
In accordance with Accounting Standards Codification (ASC) Topic 280 Segment Reporting and Accounting Standards Update (ASU) 2023-07 Segment Reporting (Topic 280): Improvements to
The Group’s CODM is the , who reviews the Group’s consolidated financial results on an aggregate basis to make operating decisions, allocate resources, and evaluate financial performance.
The Group conducts its sole principal business - the resale of electronic power equipment, mobile phones and accessories - in Shenzhen and Beijing, the People’s Republic of China. The Group’s core operating entity is “Shenzhen Jiuzi”. The Group also has an entity in Hong Kong, “Jiuzi HK”, which incurs some listing-related expenses. All operations are managed on an integrated basis, and the CODM does not assess performance at the legal entity level. Accordingly, the Group operates as a single reportable segment.
As a result, the Group has only
NOTE 21 – SUBSEQUENT EVENTS
On April 27, 2026, prior to the balance sheet date, Mr. Tao Li resigned as a director, chairman of the board, and Chief Executive Officer. The resignation was not the result of any disagreement with the Group. On May 4, 2026, the remaining members of the Board of Directors elected Mr. Hongye Zhang as a director, chairman of the Board, and Chief Executive Officer to fill the vacancy resulting from Mr. Li’s resignation, effective immediately. Mr. Zhang most recently served as Operations Director at Beijing NEV Intelligent Cockpit Integration Project since January 2019 and has a background in automotive electronic control and technical supervision.
These events occurred after the reporting period and do not affect the financial statements as of April 30, 2026.
24
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following description of our results of operations and financial condition in conjunction with the consolidated unaudited financial statements for the six months ended April 30, 2026 and 2025. This discussion contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “will,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements contained herein. Readers are encouraged to read the risk factors identified in the section entitled “Item 3.D. — Risk Factors” of our annual report on Form 20-F for the fiscal year ended October 31, 2025, as filed with the SEC on February 24, 2026.
Business Overview
Our sole principal business is the resale of electronic power equipment, mobile phones and accessories, primarily in Shenzhen and Beijing, the People’s Republic of China. We enter into trade business with a focus on sales of core electronic components, communication signal modules, and high-performance computing infrastructure, etc., serving diverse industrial and commercial clients. In future, we intend to focus on sales and production of electric two wheelers, three wheelers and slow-speeding cars in Southeast Asia.
Key Factors that Affect Operating Results
Our results of operations are affected principally by the volume and mix of products sold through our resale business, our ability to source products from third-party suppliers on commercially acceptable terms, and the extent to which revenue growth produces sustainable gross profit. For the six months ended April 30, 2026, net revenue increased to $7.1 million from $1.0 million for the six months ended April 30, 2025, primarily as a result of increased sales volume of new energy batteries and electrical equipment. Cost of revenue increased to $7.1 million from $1.0 million over the same period, which was generally in line with the increase in product sales and resulted in gross profit of $41,025 for the six months ended April 30, 2026.
Our operating results for the six months ended April 30, 2026 were materially affected by non-cash expenses and fair-value changes that may not recur at the same level in future periods but may continue to create volatility in reported results. We recorded stock-based compensation expense of $7.7 million for the six months ended April 30, 2026, compared with nil for the six months ended April 30, 2025. We also recorded a loss on remeasurement of digital assets of $1.4 million and a loss on remeasurement of a contract asset for digital currency receipt of $1.8 million for the six months ended April 30, 2026, with no comparable losses in the prior-year period. As a result of these and other factors, we recorded a net loss of $13.2 million for the six months ended April 30, 2026, compared with a net loss of $0.7 million for the six months ended April 30, 2025.
Our results are also affected by customer and supplier concentration. For the six months ended April 30, 2026, revenue from our top five customers accounted for 45.7% of total revenue, compared with 99.0% of total revenue for the six months ended April 30, 2025. For the six months ended April 30, 2026, cost of revenue attributable to our top five suppliers accounted for 48.7% of total cost of revenue, compared with 93.7% for the six months ended April 30, 2025. Although customer and supplier concentration decreased compared with the prior-year period, the loss of any significant customer or supplier, a change in purchasing patterns, delayed collections, or a disruption in supply could materially affect revenue, gross margin, working capital, and cash flows.
Known Trends and Uncertainties
We are subject to continuing liquidity constraints and going-concern uncertainty. As of April 30, 2026, we had cash and cash equivalents of $271,072, and we used $3.7 million of cash in operating activities during the six months ended April 30, 2026. Our financial statements state that our accumulated deficit and net loss raise substantial doubt about our ability to continue as a going concern, and our liquidity plan depends on obtaining additional funding, implementing our strategic plan, collecting current assets, managing working capital, and maintaining access to financing. If cash generated from operations, collections of accounts receivable, digital-asset monetization, or financing activities are not sufficient, we may need to reduce or delay expansion plans, sell assets, incur additional debt, issue additional equity securities, or refinance existing obligations.
Our business is subject to broader macroeconomic, regulatory, and geopolitical conditions that may affect demand, supply, pricing, financing, and strategic execution. Our operating subsidiaries are located in the PRC, our functional currency is the Renminbi, our revenue is generated from product resale activities in China, and our cash deposits are held with financial institutions in China and are not federally insured. Changes in PRC macroeconomic conditions, technology regulation, fintech or digital-asset regulation, supplier availability, customer spending, currency exchange rates, or U.S.-China trade and tariff policies could affect our revenue, cost of revenue, supply chain, financing alternatives, and investor perception. We are also subject to digital-asset market volatility and uncertainty regarding the monetization of digital assets received or receivable in connection with securities issuances. We also experienced a leadership transition when Mr. Tao Li resigned as director, chairman of the board and Chief Executive Officer on April 27, 2026, and Mr. Hongye Zhang was elected as director, chairman of the Board and Chief Executive Officer on May 4, 2026.
Recent Developments
On April 27, 2026, prior to the balance sheet date, Mr. Tao Li resigned as a director, chairman of the board, and Chief Executive Officer. On May 4, 2026, the remaining members of our Board of Directors elected Mr. Hongye Zhang as a director, chairman of the Board, and Chief Executive Officer to fill the vacancy resulting from Mr. Li’s resignation, effective immediately.
Results of Operations
For the six months ended April 30, 2026 and 2025
The following table sets forth a summary of the Company’s consolidated results of operations for the six months ended April 30, 2026 and 2025. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.
For six months ended April 30, | Change | |||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||
| Net revenue | $ | 7,147,697 | $ | 978,564 | $ | 6,169,133 | 630 | % | ||||||||
| Cost of revenue | 7,106,672 | 964,440 | 6,142,232 | 637 | % | |||||||||||
| Gross profit | 41,025 | 14,124 | 26,901 | 190 | % | |||||||||||
| Selling, general and administrative expenses and stock-based compensation | 9,909,788 | 639,085 | 9,270,703 | 1,451 | % | |||||||||||
| Asset impairment and credit losses | 131,389 | - | 131,389 | - | ||||||||||||
| Loss from operations | (10,000,152 | ) | (624,961 | ) | (9,375,191 | ) | 1,500 | % | ||||||||
| Interest income (expense), net | 1,431 | (50,804 | ) | 52,235 | -103 | % | ||||||||||
| Other income, net | 538 | 23 | 515 | 2,239 | % | |||||||||||
| (Loss) on remeasurement of digital asset | (1,422,490 | ) | - | (1,422,490 | ) | - | ||||||||||
| (Loss) on remeasurement of contract asset for digital currency receipt | (1,827,750 | ) | - | (1,827,750 | ) | - | ||||||||||
| Loss before income tax provision | (13,248,423 | ) | (675,742 | ) | (12,572,681 | ) | 1,861 | % | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Gain/(loss) from discontinued operations | - | - | - | - | ||||||||||||
| Net loss | (13,248,423 | ) | (675,742 | ) | (12,572,681 | ) | 1,861 | % | ||||||||
2
Net Revenue
Our revenues increased by 630% from $978,564 for the six months ended April 30, 2025 to $7,147,697 for the six months ended April 30, 2026. The increase was mainly due to an increase in sales volume of new energy batteries and electrical equipment.
Cost of revenues
Our cost of revenues increased by 637% from $964,440 for the six months ended April 30, 2025 to $7,106,672 for the six months ended April 30, 2026. The increase was primarily in line with the increase in sales products.
Selling, General and Administrative Expenses and Stock-Based Compensation
Selling, general and administrative expenses increased by 1,451%, or $9,270,703, from $639,085 for the six months ended April 30, 2025 to $9,909,788 for the six months ended April 30, 2026. The increase was mainly due to $7.7 million stock-based compensation expenses.
Loss on remeasurement of digital assets
We recorded a loss on remeasurement of digital assets of $1,422,490 and a loss on remeasurement of the contract asset for digital currency receipt of $1,827,750 for the six months ended April 30, 2026, reflecting fair value changes in our Bitcoin holdings and digital assets consideration receivable, respectively. No comparable losses were recorded for the six months ended April 30, 2025.
Net Loss
As a result of the foregoing, we recorded a net loss of $13,248,423 for the six months ended April 30, 2026, increase of $12,572,681 or 1,861%, from the net loss of $675,742 in the same period last year.
Liquidity and Capital Resources
For the six months ended April 30, 2026 and 2025
As of April 30, 2026, we had cash and cash equivalents of $271,072 and used $3,671,556 of cash in operating activities during the six months then ended. These conditions, together with our accumulated deficit and net loss, raise substantial doubt about our ability to continue as a going concern. Management’s liquidity plan depends on the collection or monetization of current assets, including digital assets, continued access to financing, and working-capital management, and there can be no assurance that these plans will be successful. The Company’s working capital and other capital requirements have been primarily funded by the sale of equity and from operating cash flow.
Although the Company’s management believes that cash generated from operations will be sufficient to meet the Company’s normal working capital requirements, its ability to service its current debt will depend on its future realization of its current assets during the next 12 months. Management took into account historical experience, the economy, the collectability of accounts receivable as of April 30, 2026, and the realization of inventory. Based on these considerations, the Company’s management believes that the Company has sufficient funds to meet its working capital requirements and debt obligations, as they will come due for the next 12 months from the date of this report. However, there is no guarantee that management’s plan will succeed. There are a number of factors that can arise and cause the Company’s plans to fall short, such as economic conditions, competitive pricing in the industry, and the continued support of banks and suppliers. If future cash flow from operations and other capital resources are insufficient to meet its liquidity needs, the Company may be forced to reduce or delay its anticipated expansion plans, sell assets, acquire additional debt or equity capital, or refinance all or part of its debt.
3
The following table summarizes the Company’s cash flow for the six months ended April 30, 2026 and 2025:
| For the six months ended April 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (3,671,556 | ) | $ | (791,220 | ) | ||
| Net cash used in investing activities | (4,380,815 | ) | (23,765 | ) | ||||
| Net cash provided by financing activities | 3,699,267 | 8,945 | ||||||
| Effect of exchange rate on cash | 54,893 | 206,840 | ||||||
| Net decrease in cash, cash equivalents and restricted cash | (4,298,211 | ) | (599,200 | ) | ||||
| Cash and cash equivalents, and restricted cash at beginning of the period | 4,569,283 | 943,435 | ||||||
| Cash, cash equivalents, and restricted cash – end of period | $ | 271,072 | $ | 344,235 | ||||
Operating Activities
Net cash used in operations for the six months ended April 30, 2026 was $3,671,556, representing an increase of $2,880,336, compared to net cash used in operating activities of $791,220 for the six months ended April 30, 2025. The difference between net loss and net cash used in operating activities was primarily due to non-cash stock-based compensation of $7.7 million and non-cash digital-asset related losses totaling approximately $3.3 million, consisting of $1.8 million related to settlement of digital-assets consideration receivable and $1.4 million related to unrealized losses on digital assets
Investing Activities
Net cash used in investing activities was approximately $4,380,815 for the six months ended April 30, 2026, an increase of $4,357,050, as compared to $23,765 net cash used in investing activities for the six months ended April 30, 2025. The increase was primarily due to a prepayment of $4.2 million for the purchase of AI equipment during the period.
Financing Activities
Net cash provided by financing activities was approximately $3,699,267 for the six months ended April 30, 2026, an increase of $3,690,322, as compared to net cash of $8,945 provided in the six months ended April 30, 2025. During the six months ended April 30, 2026, we entered into a securities purchase agreement with certain investors, pursuant to which we raised aggregate gross proceeds of approximately $4.0 million and $3.5 million of net cash proceeds after placement agent fees and other offering expenses.
Digital Assets
As of April 30, 2026, our current assets included a $60.0 million digital-assets consideration receivable. On July 7, 2026, we received 642,580 AWA tokens in settlement of that receivable. Our ability to use those tokens for liquidity purposes depends on market liquidity, price volatility, custody arrangements, transferability, and our ability to convert or otherwise monetize the tokens on acceptable terms.
4