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~~ 15November 14, 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)

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~~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 18.01 ~~Entry~~Other ~~into a Definitive Material Agreement~~Events.

As previously ~~disclosed~~reported in athe Current Report on Form 8-K filed ~~with~~by ~~the~~Datasea ~~Securities~~Inc. ~~and Exchange Commission~~ (the “~~SEC~~Company”) on ~~October~~May 324, 2024, ~~Datasea~~the ~~Inc.,~~Company received a ~~Nevada~~letter ~~corporation (the~~from ~~“Company”),~~The ~~entered~~Nasdaq ~~into~~Stock ~~subscription~~Market ~~agreements,~~LLC ~~dated~~(“Nasdaq”) ~~September~~on 27May 23, 2024 (the “~~Subscription~~Notice ~~Agreements~~Date”), ~~with~~ ~~three~~regarding its non-~~U.S.~~compliance with ~~investors (~~the ~~“Investors”),~~minimum ~~including~~stockholders’ ~~Zhixin~~equity ~~Liu,~~requirement ~~the~~for ~~Company’s~~continued ~~Chairwoman~~listing ofon the ~~Board,~~Nasdaq ~~Chief Executive~~Capital ~~Officer,~~Market. ~~President~~The ~~and~~letter ~~Secretary,~~notified ~~and Fu Liu, a Director of~~ the Company~~, pursuant to which the Company agreed to sell and the~~ ~~Investors~~that ~~agreed~~its tostockholders’ ~~purchase~~equity ~~an aggregate~~ of $1,~~932~~181,~~224~~331, ~~shares~~as ~~(the~~reported ~~“Shares”)~~in of the Company’s ~~common~~Quarterly ~~stock,~~Report ~~par~~on ~~value $0.001~~Form ~~per~~10-Q ~~share~~for ~~(“Common~~the ~~Stock”),~~quarter atended March a31, ~~purchase~~2024, ~~price~~did ofnot ~~$2.06~~meet ~~per share (~~the ~~“Purchase~~Nasdaq ~~Price”),~~Capital ~~which~~Market’s ~~was~~minimum ~~equal to~~stockholders’ ~~the~~equity ~~closing~~requirement ~~price~~ of ~~the~~$2,500,000 ~~Common~~for ~~Stock~~continued listing onas ~~The~~per Nasdaq ~~Capital~~Listing ~~Market~~Rule on5550(b)(1) ~~September 26, 2024~~ (the “~~Offering~~Stockholders’ Equity Requirement”). ~~Pursuant~~Nasdaq to gave the ~~terms~~Company of45 days from the ~~Subscription~~Notice ~~Agreements,~~Date ~~each~~to ~~Investor~~submit ~~was~~a ~~required~~plan to ~~pay~~regain ~~the~~compliance ~~Purchase~~with ~~Price for~~ the ~~number of Shares such Investor~~Stockholders’ ~~purchased~~Equity ~~within 15 business days of September 27, 2024~~Requirement.

AsOn ofJuly ~~October 15~~5, 2024, the Company ~~had~~submitted ~~received~~a compliance ~~the~~plan ~~Purchase~~to ~~Price~~Nasdaq ~~from~~detailing ~~each~~its ~~Investor,~~plan ~~representing~~to ~~gross~~regain ~~proceeds~~compliance inwith the ~~aggregate~~Stockholders’ ~~amount~~Equity ~~of approximately $4~~Requirement.0 ~~million,~~Nasdaq ~~and~~granted ~~all of~~ the ~~Shares~~ ~~had been issued. The proceeds raised in the Offering will primarily be used to support the~~ Company's ~~future business operations,~~180 ~~including~~days ~~investments~~from ~~in acoustic high-tech related products design upgrade, working capital for mass production and on-line sales, acquiring intellectual property, and working capital for~~ the ~~promotion~~Notice ~~and~~Date ~~sales~~to ofevidence ~~5G AI multimodal digital business products~~compliance.

~~Item~~On ~~3.02~~November ~~Unregistered~~14, ~~Sales~~2024, ofthe Company received written notification from Nasdaq that it had regained compliance with the Stockholders’ Equity ~~Securities~~Requirement based on the Company’s stockholders’ equity of $4,064,729, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Accordingly, the Company is now in compliance with Nasdaq Listing Rule 5550(b)(1), and the matter is closed.

~~The information contained in~~ Item 19.01. ofFinancial ~~this Current~~Statement ~~Report~~and ~~on Form 8-K is incorporated by reference into this Item 3~~Exhibits.~~02.~~

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

Item 8.01 Other Events.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~On October 21, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished herewith as Exhibit 99.1.~~SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statement~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits.

	DATASEA INC.

November 20, 2024	By:	/s/ Zhixin Liu
		Name:	Zhixin Liu
		Title:	Chief Executive Officer

Exhibit No.		Description
99.1		Press Release, dated October 21, 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.
October 21, 2024	By:	/s/ Zhixin Liu
		Name:	Zhixin Liu
		Title:	Chief Executive Officer

Filing Compare · DATASEA INC.