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                              October 17, 2022

       Shuibo Zhang
       Chief Executive Officer
       Jiuzi Holdings, Inc.
       No.168 Qianjiang Nongchang Gengwen Road, 15th Floor
       Economic and Technological Development Zone
       Xiaoshan District, Hangzhou City
       Zhejiang Province 310000
       People   s Republic of China

                                                        Re: Jiuzi Holdings,
Inc.
                                                            Registration
Statement on Form F-3
                                                            Filed September 26,
2022
                                                            File No. 333-267617

       Dear Shuibo Zhang:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form F-3 filed September 26, 2022

       Cover page

   1.                                                   We note your disclosure
and cross reference to    Risk Factors- Risks Related to Our
                                                        Corporate Structure- If
the PRC government deems that the contractual arrangements in
                                                        relation to Zhejiang
Jiuzi, our consolidated variable interest entity, do not comply with
                                                        PRC regulatory
restrictions on foreign investment in the relevant industries, or if these
                                                        regulations or the
interpretation of existing regulations change in the future, we could be
                                                        subject to severe
penalties or be forced to relinquish our interests in those operations    in
                                                        your 2021 Annual
Report. Please expand your disclosure acknowledging the risks related
 Shuibo Zhang
Jiuzi Holdings, Inc.
October 17, 2022
Page 2
         to your corporate structure to include that it would likely result in
a material change in
         your operations and/or a material change in the value of the
securities you are registering
         for sale, including that it could cause the value of such securities
to significantly decline
         or become worthless. On your prospectus cover page, please also
acknowledge that your
         VIE contracts have not been tested in a court of law, if true, and
disclose whether the VIE
         structure is used to provide investors with exposure to foreign
investment in China-based
         companies where Chinese law prohibits direct foreign investment in the
operating
         companies.
2.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing, and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries
         and/or the VIE conduct operations in China and Hong Kong, that the VIE
is consolidated
         for accounting purposes but is not an entity in which you own equity,
and that the holding
         company does not conduct operations. In this regard, we note your
disclosure on the cover
         page that [a]ny references to    Jiuzi    are to Jiuzi Holdings Inc.,
the holding company and
         any references to    we   ,    us   ,    our Company,       the
Company,    or    our    are to Jiuzi
         Holdings Inc., its subsidiaries and the VIE; and disclosure throughout
the document
         referring to "our VIE."
3.       Please revise to distinguish the applicability of various regulations
as they relate to your
         Hong Kong operations. Include risk factor disclosure explaining
whether there are
         laws/regulations in Hong Kong that result in oversight over data
security, how this
         oversight impacts the company   s business and the offering, and to
what extent you believe
         that it is compliant with the regulations or policies that have been
issued.
4.       Please amend your disclosure here and in the summary risk factors and
risk factors
         sections to state that, to the extent cash in the business is in the
PRC/Hong Kong or a
         PRC/Hong Kong entity, the funds may not be available to fund
operations or for other use
         outside of the PRC/Hong Kong due to interventions in or the imposition
of restrictions
         and limitations on the ability of you, your subsidiaries, or the
consolidated VIEs by the
         PRC government to transfer cash. On the cover page, provide
cross-references to these
         other discussions.
5.     To the extent you have cash management policies that dictate how funds
are transferred
       between you, your subsidiaries, the consolidated VIEs or investors,
summarize the
       policies on your cover page and in the prospectus summary, and disclose
the source of
       such policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.);
FirstName LastNameShuibo Zhang
       alternatively, state on the cover page and in the prospectus summary
that you have no
Comapany
       suchNameJiuzi    Holdings,
             cash management       Inc. that dictate how funds are transferred.
Provide a cross
                                 policies
Octoberreference
         17, 2022on  the 2cover page to the discussion of this issue in the
prospectus summary.
                   Page
FirstName LastName
 Shuibo Zhang
FirstName  LastNameShuibo  Zhang
Jiuzi Holdings, Inc.
Comapany
October 17,NameJiuzi
            2022     Holdings, Inc.
October
Page  3 17, 2022 Page 3
FirstName LastName
6.       We note your disclosure about how cash is transferred through your
organization. Please
         revise to provide cross-references to the condensed consolidating
schedule and the
         consolidated financial statements related to this disclosure, which we
seek in our comment
         below.
7.       Discuss whether there are limitations on your ability to transfer cash
between you, your
         subsidiaries, the consolidated VIEs or investors. Provide a
cross-reference to your
         discussion of this issue in your summary, summary risk factors, and
risk factors sections,
         as well.
Our Company, page 1

8.       We note disclosure on page 37 that you incorporate by reference your
Annual Report on
         No. 2 amendment to Form 20-F for the fiscal year ended October 31,
2021 which includes
         your Consolidated Statements of Operations Information under Item 3
Key Information -
         Selected Financial Data on page 2. Please provide in tabular form a
condensed
         consolidating schedule that disaggregates the operations and depicts
the financial position,
         cash flows, and results of operations as of the same dates and for the
same periods for
         which audited consolidated financial statements are required. The
schedule should present
         major line items, such as revenue and cost of goods/services, and
subtotals and
         disaggregated intercompany amounts, such as separate line items for
intercompany
         receivables and investment in subsidiary. The schedule should also
disaggregate the
         parent company, the VIEs and its consolidated subsidiaries, the WFOEs
that are the
         primary beneficiary of the VIEs, and an aggregation of other entities
that are consolidated.
         The objective of this disclosure is to allow an investor to evaluate
the nature of assets held
         by, and the operations of, entities apart from the VIE, as well as the
nature and amounts
         associated with intercompany transactions.
Organizational Structure, page 2

9.       We note your disclosure on page 2 and throughout your filing that you
control and receive
         the economic benefits of Zhejiang Jiuzi   s business operation through
a series of
         contractual agreements, or the VIE Agreements and that those
agreements are designed to
         provide your WFOE with the power, rights and obligations equivalent in
all material
         respects to those it would possess as the principal equity holder of
Zhejiang Jiuzi,
         including absolute control rights and the rights to the assets,
property and revenue of
         Zhejiang Jiuzi. However, neither the investors in the holding company
nor the holding
         company itself have an equity ownership in, direct foreign investment
in, or control of,
         through such ownership or investment, the VIE. Accordingly, please
refrain from
         implying that the contractual agreements are equivalent to equity
ownership in the
         business of the VIE. Any references to control or benefits that accrue
to you because of
         the VIE should be limited to a clear description of the conditions you
have satisfied for
         consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify
         that you are the primary beneficiary of the VIE for accounting
purposes. Please also
 Shuibo Zhang
FirstName  LastNameShuibo  Zhang
Jiuzi Holdings, Inc.
Comapany
October 17,NameJiuzi
            2022     Holdings, Inc.
October
Page  4 17, 2022 Page 4
FirstName LastName
         disclose, if true, that the VIE agreements have not been tested in a
court of law.
10.      In your diagram that depicts your corporate structure, revise to use
dashed lines without
         arrows to depict the contractual relationship with the VIEs.
Recent Regulatory Actions by the PRC Government, page 12

11.      We note that you do not appear to have relied upon an opinion of
counsel with respect to
         your conclusions that you are not required to obtain permissions from
any PRC
         authorities to operate our business or issue our securities to foreign
investors. If true,
         state as much and explain why such an opinion was not obtained. Also,
we note your
         disclosure on your prospectus cover page and on page 10 that as
"confirmed" by your
         PRC counsel you are not subject to a cybersecurity review with the CAC
pursuant to the
         Cybersecurity Review Measures, however, it is not clear if this
constitutes counsel's
         opinion. Revise to clarify and, if it does constitute an opinion, file
the opinion as an
         exhibit.
Enforceability of Civil Liabilities, page 38

12.      We note your indication that a majority of your directors and officers
are nationals and/or
         residents of countries other than the United States. If such directors
and officers are
         located in the PRC or Hong Kong, state as much and identify the
relevant individuals.
Legal Matters, page 39

13.      Clarify whether you intend for Ortoli Rosenstadt LLP to render an
opinion as to securities
         other than the ordinary shares offered hereby, considering the Maples
and Calder opinion
         filed as exhibit 5.1 appears to be limited to Cayman Islands law,
however, the securities
         other than the ordinary shares offered hereby appear to be governed by
New York law.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Shuibo Zhang
Jiuzi Holdings, Inc.
October 17, 2022
Page 5



       Please contact Jennie Beysolow at 202-551-8108 or Mara Ransom at
202-551-3264 with
any questions.



                                                       Sincerely,
FirstName LastNameShuibo Zhang
                                                       Division of Corporation
Finance
Comapany NameJiuzi Holdings, Inc.
                                                       Office of Trade &
Services
October 17, 2022 Page 5
cc:       Jason Ye, Esq.
FirstName LastName