6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2022

Commission file number: 001-40405

JIUZI HOLDINGS INC.

(Registrant’s name)

No.168 Qianjiang Nongchang Gengwen Road, 15thFloor

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

On December 3, 2021, Jiuzi Holdings Inc. (the “Company”) and YA II PN, Ltd. (the “Investor”) entered into a Registration Rights Agreement, pursuant to which the Company agreed to register the resale of the ordinary shares issuable to the Investor under certain convertible debentures, with the U.S. Securities and Exchange Commission on a registration statement, and cause such registration statement to be declared effective by April 2, 2022, the 120^th^ calendar day following the execution of the Registration Rights Agreement (the “Effectiveness Deadline”).

On April 1, 2022, the Company and the Investor entered into an Extension Agreement, pursuant to which the parties agreed to extend the Effectiveness Deadline to June 2, 2022.

EXHIBIT INDEX

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2

Exhibit 99.2

EXTENSION AGREEMENT

This Extension Agreement, dated as of April 1, 2022 (the “Extension”), is made by and among JIUZI HOLDINGS INC., an exempted company incorporated under the laws of the Cayman Islands whose principal executive office is at No.168 Qianjiang Nongchang Gengwen Road, 15th Floor, Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province, People’s Republic of China 310000 (the “Company”), and YA II PN, LTD., an exempted company incorporated under the laws of the Cayman Islands whose registered office is at the offices of Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, George Town, Cayman Islands exempted limited partnership (the “Investor”). Capitalized terms used and not defined in this Extension have the respective meanings assigned to them in the Agreement.

WHEREAS, the parties entered into a Registration Rights Agreement, dated as of December 3, 2021 (the “Agreement”);

WHEREAS, pursuant to the Agreement, the Company filed an initial registration statement on Form F-1 on December 30, 2021, and an amendment No. 1 to such Form F-1 on February 1, 2022 (as may be further amended or any superseding registration statement thereto, the “Registration Statement”) for the resale of ordinary shares underlying the convertible debenture held by the Investor;

WHEREAS, pursuant to Section 2(e) of the Agreement, if the Registration Statement is not declared effective on or prior to the Effectiveness Deadline (as defined in the Agreement) then the Company shall be in breach of the terms and conditions of the Agreement and such Event shall be deemed an event of default under the Convertible Dentures.

WHEREAS, the Effectiveness Deadline was previously April 2, 2022, the 120th calendar day following the date of the Agreement.

WHEREAS, the Company has requested, and the Investor has agreed, on the terms and conditions set forth in this Extension, to extend the Effectiveness Deadline on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Extension have the respective meanings assigned to them in the Agreement.

2. Extension of Deadline. The parties hereby agree to extend the Effectiveness Deadline from April 2, 2022 to June 2, 2022.

3. Miscellaneous.

(a) This Extension shall inure to the benefit of and be binding upon each of the parties and each of their respective successors and assigns.

(b) This Extension may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Extension electronically shall be effective as delivery of an original executed counterpart of this Extension.

(c) This Extension constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

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IN WITNESS WHEREOF, the Parties have executed this Extension on the date first written above.