UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to TOSection ~~SECTION~~ 13 ORor Section 15(d) of the Securities Exchange Act of 1934

OFDate of ~~THE~~Report ~~SECURITIES~~(Date ~~EXCHANGE~~of ~~ACT~~Earliest OFEvent ~~1934~~Reported): September 27, 2024

Date of Report (Date of earliest event reported): July 2, 2024

DATASEA INC.

(Exact name ~~Name~~ of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Nevada		001-38767		45-2019013
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

20th Floor, Tower B, Guorui Plaza 1 Ronghua South Road Technological Development Zone, Beijing, People’s Republic of China 100176

1(Address ~~Ronghua~~of ~~South~~principal ~~Road~~executive ~~Technological Development Zone,~~offices)

Beijing, People’s Republic of China 100176

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (+86) 10-56145240

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofto the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		DTSS		The ~~Nasdaq~~NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Definitive Material Agreement.

On ~~July~~September 227, 2024 (the “Effective Date”), Datasea Inc., a Nevada corporation (the “Company”), entered into asubscription agreements ~~securities~~(the ~~purchase~~“Subscription ~~agreement~~Agreements”) with three non-U.S. investors (the “~~Purchase Agreement~~Investors”), including Zhixin Liu, the Company’s Chairman of the Board, Chief Executive Officer, President and Secretary, and Fu Liu, a Director of the Company, pursuant to which the Company agreed to ~~issue~~sell and ~~sell~~the toInvestors anagreed ~~investor~~to inpurchase aan ~~registered~~aggregate ~~direct~~of ~~offering (the “Offering”) 179~~1,~~400~~932,224 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share ~~of the Company~~ (~~the~~ “Common Stock”) , at a purchase price of $32.2506 per share (the ~~and~~“Purchase ~~pre-funded~~Price”), ~~warrants~~which towas ~~purchase~~equal up to ~~512,908~~the ~~shares~~closing price of the Common Stock aton aThe ~~price~~Nasdaq ofCapital $3Market on September 26, 2024 (the “Offering”).24 ~~per~~Pursuant ~~share~~to the terms of the Subscription Agreements, each Investor must pay the Purchase Price ~~with~~for anthe ~~exercise~~number ~~price~~of Shares such Investor purchased within 15 days of $0the Effective Date.01 ~~per~~In ~~share~~addition, (the ~~“Pre-Funded~~Investors ~~Warrants”)~~have agreed to hold the Shares for at least 180 days following the Effective Date.

~~The~~Each ~~securities~~Investor tohas berepresented ~~issued~~that init ~~the~~is ~~Offering~~not ~~were~~a ~~offered~~resident ~~and~~of ~~sold pursuant to~~ the ~~Company’s~~United ~~shelf~~States ~~registration~~and ~~statement~~is onnot ~~Form~~a “U.S~~-3 (File No~~. ~~333-272889),~~person” ~~initially~~as ~~filed~~defined byin ~~the~~Rule ~~Company~~902(k) of ~~with~~Regulation ~~the~~S ~~Securities~~under ~~and Exchange Commission (~~the ~~“Commission”) under the~~ Securities Act of 1933, as amended (the “Securities Act”), ~~on June 23, 2023,~~ and ~~declared~~is ~~effective~~not onacquiring ~~July~~the ~~21,~~Shares ~~2023.~~for Athe ~~prospectus~~account ~~supplement~~or tobenefit ~~the~~of ~~Form~~any U.S-3. ~~registration statement was filed with the Commission on July 3, 2024~~person.

~~The~~In ~~Pre-Funded~~reliance ~~Warrants are exercisable~~ upon ~~issuance and will remain exercisable until all~~ the ~~Pre-Funded~~Investors’ ~~Warrants~~representations ~~are exercised in full. If we fail for any reason~~ to ~~deliver shares of Common Stock upon~~ the ~~valid~~Company, ~~exercise of~~ the ~~Pre-Funded~~issuances ~~Warrants, subject to our receipt~~ of ~~a valid exercise notice and~~ the ~~aggregate~~Shares ~~exercise~~are ~~price,~~exempt byfrom the ~~time~~registration ~~period set forth in the Pre-Funded Warrants, we are required~~requirements toof ~~pay~~ the ~~applicable~~Securities ~~holder~~Act, inpursuant ~~cash, as liquidated damages as set forth in the Pre-Funded Warrants. The Pre-Funded Warrants also include customary buy-in rights in the event we fail~~ to ~~deliver~~Regulation ~~shares~~S ofpromulgated ~~common stock upon exercise thereof within the time periods set forth in the Pre-Funded Warrants~~thereunder.

~~Under~~The ~~the~~foregoing ~~terms~~description of the ~~Pre-Funded~~Subscription ~~Warrants,~~Agreements adoes ~~holder will~~ not bepurport ~~entitled~~ to ~~exercise~~be ~~any~~complete ~~portion~~and ofis ~~any~~qualified ~~such~~in ~~warrant,~~its ~~if,~~entirety ~~upon~~by ~~giving~~reference ~~effect~~ to ~~such exercise,~~ the ~~aggregate~~full ~~number~~text of ~~shares of common stock beneficially owned by~~ the ~~holder~~form ~~(together~~of ~~with~~Subscription ~~its affiliates~~Agreement, ~~any other persons acting as~~ a ~~group~~copy ~~together with the holder or any~~ of ~~the~~which ~~holder’s~~is ~~affiliates,~~filed ~~and~~herewith ~~any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934,~~ as ~~amended)~~Exhibit ~~would exceed, 4~~10.~~99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise~~1, asand ~~such percentage ownership~~ is ~~determined~~incorporated inby ~~accordance with the terms of such warrant, which percentage may be increased~~reference ~~at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, provided that such percentage may in no event exceed 9~~herein.~~99%.~~

~~Pursuant to the terms of the~~Item ~~Purchase~~3.02 ~~Agreement,~~Unregistered ~~until~~Sales ~~60 days after the closing~~ of ~~the~~Equity Offering, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents or file any registration statement or any amendment or supplement theretoSecurities. ~~The Company further agreed that until the investor no longer holds any pre-funded warrants, not to effect or enter into an agreement to effect any issuance involving a variable rate transaction.~~

The ~~closing~~information ofcontained ~~the~~in ~~Offering~~Item ~~is anticipated to occur on July 3, 2024~~1.01 ~~The gross proceeds~~ of ~~the~~this ~~Offering~~Current ~~are~~Report ~~approximately~~on ~~$2.25~~Form ~~million~~8-K ~~before deducting~~is ~~fees~~incorporated ~~to the Company’s Placement Agent (defined below) and other offering expenses payable~~ by ~~the~~reference ~~Company.~~into ~~The~~this ~~Company intends~~Item ~~to use the net proceeds from the Offering for research and development, market development and for general corporate purposes~~3.02.

In connection with the Offering, on July 2, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with EF Hutton LLC (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Company will pay the Placement Agent a cash fee of 6.5% of the gross proceeds the Company receives in the Offering at closing. The Company also agreed to reimburse the Placement Agent at the closing of the Offering, for expenses incurred, including disbursements of its legal counsel, in an amount not to exceed an aggregate of $75,000.

In addition, pursuant to certain “lock-up” agreements (each, a “Lock-Up Agreement”) that were required to be entered into as a condition to the closing of the Purchase Agreement, our officers and directors have agreed, for a period of 60 days from the closing date of the Offering, not to dispose of any securities of the Company, subject to certain exceptions.

The foregoing does not purport to be a complete description of each of the Purchase Agreement, Pre-Funded Warrant and Placement Agency Agreement and is qualified in its entirety by reference to the full text of the form of each of such document, which are filed as Exhibits 10.33, 10.34, and 10.35, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The Crone Law Group, P.C., U.S. counsel to the Company, delivered opinions as to the legality of the issuance and sale of the Shares, Pre-Funded Warrants and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On July 2, 2024, the Company issued a press release announcing the Offering and the terms of the Offering. A copy of the press releases is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Crone Law Group, P.C.
10.1		Form of Subscription Agreement
10.33		Form of Securities Purchase Agreement
10.34		Form of Pre-Funded Warrant
10.35		Placement Agency Agreement
99.1		Press Release dated July 2, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	DATASEA INC.
July 3, 2024	By:	/s/ Zhixin Liu
October 3, 2024	By:	/s/ Zhixin Liu
		Name:	Zhixin Liu
		Title:	Chief Executive Officer

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