As filed with the Securities and Exchange Commission
on January 20, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Jiuzi Holdings Inc.
(Exact Name of Registrant as Specified
in its Charter)
| Cayman Islands |
|
N/A |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
| No.168 Qianjiang Nongchang Gengwen Road, 15th Floor |
|
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| Economic and Technological Development Zone |
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| Xiaoshan District, Hangzhou City |
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| Zhejiang Province 310000 |
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310000 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Jiuzi Holdings Inc. 2023 Equity Incentive Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and Address of Agent for Service)
+1 (800) 221-0102
(Telephone Number, Including Area Code, of Agent
for Service)
Copy To:
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022
Fax: +1-212-826-9307
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☒ |
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Emerging growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE 10(A)
PROSPECTUS
The documents containing the
information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information”
of Part I of Form S-8 will be sent or given to the participants in the 2023 Equity Incentive Plan as specified by Rule 428(b)(1) of the
Securities Act. Such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
| Item 1. |
Plan Information. |
Not required to be filed with
this Registration Statement.
| Item 2. |
Registrant Information and Employee Plan Annual Information. |
Not required to be filed with
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference. |
The following documents, and
all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:
| |
(1) |
our Current Reports on Form 6-K, filed with the Commission on January 20, 2023; and |
| (2) | The
description of our ordinary shares incorporated by reference in our annual report on Form 20-F, as amended, filed with the Commission
on March 8, 2022, including any amendment and report subsequently filed for the purpose of updating that description. |
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated
by reference herein modifies or supersedes such statement.
| Item 4. |
Description of Securities. |
Not applicable.
| Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. |
Indemnification of Directors and Officers. |
The only statute, charter
provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Company is insured or
indemnified in any manner against any liability which he or she may incur in his or her capacity as such, is as follows:
The Cayman Islands law does
not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. Our amended and restated articles of association provide to the extent
permitted by law, we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages
or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default
or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in
the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing,
any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil
proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is
generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we intend to
enter into indemnification agreements with our directors and executive officers that will provide such persons with additional indemnification
beyond that provided in our articles.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
| Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Reference is hereby made to
the Exhibit Index, which is incorporated herein by reference.
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A. |
The undersigned Registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(a) To include
any prospectus required by Section 10(a)(3) of the Securities Act;
(b) To reflect
in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement; and
(c) To include
any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
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provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. |
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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B. |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Hangzhou, Zhejiang Province, People’s Republic of China on this 20th day of January, 2023.
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Jiuzi Holdings Inc. |
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By: |
/s/ Shuibo Zhang |
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Name: |
Shuibo Zhang |
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Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
the undersigned hereby constitute and appoint Shuibo Zhang and Francis Zhang or either of them, his true and lawful attorney-in-facts
and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration
statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents,
or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Shuibo Zhang |
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Chairman of the Board of Directors and |
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January 20, 2023 |
| Shuibo Zhang |
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Chief Executive Officer (Principal Executive Officer) |
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| /s/ Francis Zhang |
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Chief Financial Officer and Director |
|
January 20, 2023 |
| Francis Zhang |
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(Principal Financial and Accounting Officer) |
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| /s/ Richard Chen |
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Director |
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January 20, 2023 |
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Richard Chen
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| /s/ Junjun Ge |
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Director |
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January 20, 2023 |
| Junjun Ge |
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| /s/ Jehn Ming Lim |
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Director |
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January 20, 2023 |
| Jehn Ming Lim |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933 as amended,
the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in
New York, NY on January 20, 2023.
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Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President |
EXHIBIT INDEX
II-5
Exhibit 5.1
Our ref
ELR/776654-000001/25712926v1
Jiuzi Holdings Inc.
4F No. 1 Building, Jinsha Lake Business Center
Economic Technology District
Hangzhou, Zhejiang, 311103
People’s Republic of China
20 January 2023
Dear Sirs
Jiuzi Holdings Inc. (the “Company”)
We have acted as Cayman Islands legal counsel
to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”)
on 20 January 2023 (the “Registration Statement”) relating to the registration under the United States Securities Act
of 1933, as amended, (the “Securities Act”) of 1,200,000 ordinary shares, par value US$0.001 per share (the “Shares”),
issuable under our Equity Incentive Plan, dated as of 17 January 2023 (the “Plan”).
For the purposes of giving this opinion, we have
examined copies of the Registration Statement and the Plans. We have also reviewed copies of the amended and restated memorandum and articles
of association of the Company adopted by a special resolution passed on 31 October 2020 (the “Memorandum and Articles”)
and the written resolutions of the board of directors of the Company dated 17 January 2023 (together, the “Resolutions”).
Based upon, and subject to, the assumptions and
qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under the Registration Statement have been duly
and validly authorized. |
| 2. | When issued and paid for in accordance with the terms of the Plans and in accordance with the Resolutions,
and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid
and non-assessable. |
In this opinion letter, the phrase “non-assessable”
means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to
make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of
an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the
corporate veil).
These opinions are subject to the qualification
that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded
as prima facie evidence of any matters which the Companies Act (As Revised) directs or authorises to be inserted therein. A third
party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification
(for example, in the event of fraud or manifest error).
These opinions are given only as to, and based
on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws
of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect
of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which
we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies
or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) there is nothing contained
in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out
above, and (d) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as an exhibit
to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In
giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act,
or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this
opinion as an exhibit or otherwise.
Yours faithfully
| /s/ Maples and Calder (Hong Kong) LLP |
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| Maples and Calder (Hong Kong) LLP |
|
