UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October ~~September 27~~15, 2024

DATASEA INC.

(Exact name of registrant as specified in its 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 (Address of principal executive offices)

(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 to 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 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.

OnAs previously disclosed in a Current Report on ~~September~~Form ~~27,~~8-K ~~2024~~filed (with the ~~“Effective~~Securities ~~Date~~and Exchange Commission (“SEC”) on October 3, 2024, Datasea Inc., a Nevada corporation (the “Company”), entered into subscription agreements, dated September 27, 2024 (the “Subscription Agreements”) , with three non-U.S. investors (the “Investors”), including Zhixin Liu, the Company’s ~~Chairman~~Chairwoman of the Board, Chief Executive Officer, President and Secretary, and Fu Liu, a Director of the Company, pursuant to which the Company agreed to sell and the Investors agreed to purchase an aggregate of 1,932,224 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $2.06 per share (the “Purchase Price”), which was equal to the closing price of the Common Stock on The Nasdaq Capital Market on September 26, 2024 (the “Offering”). Pursuant to the terms of the Subscription Agreements, each Investor ~~must~~was required to pay the Purchase Price for the number of Shares such Investor purchased within 15 business days of ~~the~~September ~~Effective Date. In addition~~27, ~~the Investors have agreed to hold the Shares for at least 180 days following the Effective Date~~2024.

~~Each~~As of October 15, 2024, the Company had received ~~Investor~~the ~~has~~Purchase ~~represented~~Price ~~that~~from iteach isInvestor, ~~not~~representing agross ~~resident~~proceeds ofin the ~~United~~aggregate ~~States~~amount of approximately $4.0 million, and isall ~~not~~of athe Shares “Uhad been issued.S. ~~person”~~The asproceeds ~~defined~~raised in ~~Rule~~the ~~902(k) of~~Offering ~~Regulation~~will Sprimarily ~~under~~be used to support the ~~Securities~~Company's ~~Act~~future ofbusiness ~~1933~~operations, including asinvestments ~~amended~~in ~~(the~~acoustic ~~“Securities~~high-tech ~~Act”)~~related products design upgrade, working capital for mass production and ison-line ~~not~~sales, acquiring intellectual ~~the~~property, ~~Shares~~and working capital for the ~~account~~promotion orand ~~benefit~~sales of ~~any~~5G ~~U.S.~~AI ~~person~~multimodal digital business products.

~~In reliance~~Item ~~upon~~3.02 ~~the~~Unregistered ~~Investors’~~Sales ~~representations to the Company, the issuances~~ of ~~the~~Equity ~~Shares are exempt from the registration requirements of the~~ Securities ~~Act, pursuant to Regulation S promulgated thereunder~~.

The ~~foregoing~~ ~~description~~information ofcontained ~~the~~in ~~Subscription~~Item ~~Agreements~~1.01 ~~does~~of ~~not~~this Current ~~purport~~Report toon beForm ~~complete~~8-K ~~and~~ is ~~qualified~~incorporated ~~in its entirety~~ by reference ~~to the~~into ~~full~~this ~~text~~Item ~~of the form of Subscription Agreement, a copy of which is filed herewith as Exhibit 10~~3.~~1, and is incorporated by reference herein~~02.

~~Item~~The Shares were issued in a private placement ~~3.02~~and ~~Unregistered~~are ~~Sales~~exempt offrom ~~Equity~~registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) and/or Regulation S promulgated thereunder, as a transaction not involving a public offering.

~~The information contained in~~ Item 18.01 ofOther ~~this Current Report on Form 8-K is incorporated by reference into this Item 3~~Events.~~02.~~

~~Item~~On October 21, 2024, the Company issued a 9press release announcing the closing of the Offering.~~01.~~ ~~Financial~~A ~~Statement~~copy ~~and~~of ~~Exhibits~~the press release is furnished herewith as Exhibit 99.1.

~~(d)~~ Item 9.01. Financial Statement and Exhibits.

Exhibit No.		Description
10.1		Form of Subscription Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated October 21, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~1

~~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.~~SIGNATURES

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

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.

October 21, 2024	By:	/s/ Zhixin Liu
		Name:	Zhixin Liu
		Title:	Chief Executive Officer

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