Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 10, 2023

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 of 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 8.01 Other Events.

As disclosed in the Current Report on Form 8-K filed on August 7, 2023, Datasea Inc. (referred to as the “Company”) entered into two subscription agreements (referred to as the “Agreements”) with a non-U.S. investor (referred to as the “Investor”). These Agreements outline the terms by which the Company will sell, and the Investor will purchase, a total of 4,760,000 shares of common stock (referred to as the “Shares”) at a per-share purchase price of $1.2. These Shares are subject to a mandatory holding period of 365 days.

Pursuant to the terms of these two Agreements, the Investor has committed to making payments totaling $5,712,000, to be paid in Renminbi (RMB), as consideration for the Shares. The first payment of RMB20,000,000 (approximately $2,856,000) was originally due by September 10, 2023, and was delayed due to adjustments in the Investor’s internal funding plan. However, the Investor has provided a firm commitment to the Company that this RMB20,000,000 will now be paid no later than September 30, 2023. Both parties signed a supplementary agreement to document this revised payment date, which is aligned with the payment schedule outlined in the second original Agreement.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		English translation of the Supplementary Agreement to the Subscription Agreement

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.

September 14, 2023	By:	/s/ Zhixin Liu
		Name:	Zhixin Liu
		Title:	Chief Executive Officer

Exhibit 99.1

The Supplementary Agreement of
Subscription Agreement

Party A: Beijing Meimei Partners Network Technology Co., Ltd. (hereinafter referred to as: Party A)

Party B: DATASEA INC. (hereinafter referred to as: Party B )

1. Party A and Party B entered into two Subscription agreements on August 1, 2023 (SUBSCRIPTION AGREEMENT) Party A will contribute to subscribe for a total of 2,380,000 ordinary shares of Party B at the purchase price of US $1.20 per share, and can not to sale shares for at least 365 days after the issuance of the shares.

2. The agreement specifies the payment period:

1) In the first Subscription Agreement, both parties agree that Party A, within 30 working days after the signing of the Subscription Agreement (August 1) (i. e., no later than September 10, 2023), shall pay Party B the total purchase amount of US $2,856,000 in RMB, i. e. the total amount of RMB 20,000,000.

2) In the second Subscription Agreement, both parties agree that Party A, within 45 working days after the signing of the Subscription Agreement (August 1) (no later than September 30, 2023), shall pay Party B the total purchase amount of US $2,856,000 in RMB, or the total amount of RMB 20,000,000.

3. Both party A and Party B have entered into the performance procedure of this Agreement, and both parties shall have no objection to the performance of this Agreement;

4. In view of Party A’s funds and dispatch delay, Party A requests the extension of the payment of the total subscription amount specified in the first Subscription Agreement. Party B agrees to accept this request from Party A under the conditions agreed herein. In the above circumstances, the parties hereby agree as follows:

1) The total subscription time agreed in the first Subscription Agreement, no later than September 10, 2023, shall be adjusted to no later than September 30, 2023, and other conditions shall remain unchanged. That is, Party A, as the subscriber, shall pay Party B the total amount of US $2,856,000 no later than September 30, 2023 in RMB, that is, the total amount is RMB 20,000,000.

2) Both parties agree that Party A shall pay in full lump sum before September 30, 2023 or in installments;

3) Party A agrees that Party B has the right, according to the actual situation, to choose to issue all shares (i. e. 2,380,000 shares) to Party A after the full payment of the total subscription amount; or to choose to issue the corresponding shares to Party A in proportion to the subscription amount after Party A pays part of the subscription amount.

V. This Supplementary Agreement is made in quadruplicate, with each party holding two copies.

Vi. This Supplementary Agreement shall come into force upon being signed and sealed by both parties.

Below the signature page, No text

Party A: Beijing Meimei Partners Network Technology Co., Ltd. (hereinafter referred to as: Party A)

Authorized representative or legal representative:

/s/ Li Xinyan

Date: September 10, 2023

Party B: Shuhai Shares DATASEA INC. (Party B for short)

Authorized representative or legal representative:

/s/ Liu Zhixin

Date: September 10, 2023

Cover	Sep. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 10, 2023
Entity File Number	001-38767
Entity Registrant Name	DATASEA INC.
Entity Central Index Key	0001631282
Entity Tax Identification Number	45-2019013
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20th Floor, Tower B, Guorui Plaza
Entity Address, Address Line Two	1 Ronghua South Road Technological Development Zone
Entity Address, City or Town	Beijing
Entity Address, Country	CN
Entity Address, Postal Zip Code	100176
City Area Code	+86
Local Phone Number	10-56145240
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	DTSS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false