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): October 15, 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 1.01

Entry into a Material Definitive Agreement.

As disclosed in the Current Report on Form 8-K filed on August 16, 2023, Datasea Inc. (the "Company") entered into a subscription agreement (the "Agreement") with a non-U.S. investor (the "Investor"). Under the Agreement, the Investor agreed to purchase, an aggregate of 2,962,963 shares of common stock (the "Shares") at a purchase price of $1.35 per share. The Shares are subject to a mandatory holding period of 180 days.

Pursuant to the terms of the Agreement, on August 16, 2023, the Investor made an initial payment of $714,286 to the Company. The Investor was required to pay the remainder amount of $3,285,714 to the Company by October 15, 2023. This payment was delayed due to adjustments in the Investor's internal funding plan. On October 15, 2023, the Investor sought an extension from the Company to defer the payment of the outstanding balance of
$3,285,714.29 until March 31, 2024. The Company approved the Investor’s request. The Investor can pay the remaining balance either in a lump sum or in two installments. The Company retains the discretion to decide whether to continue the execution of the Agreement at any time before or after March 31, 2024.

Item 9.01.

Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		English translation of the Application for Extension of Payment for Remaining Subscription Amount.

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 19, 2023	By:	/s/ Zhixin Liu
		Name:	Zhixin Liu
		Title:	Chief Executive Officer

Exhibit 99.1

Application for Extension of Payment for Remaining Subscription Amount

Datasea Inc.

Ms, Zhixin Liu

I am Xiaoyun Zhou, with an identity card number: 341203194310172228. I hereby submit an application regarding the equity subscription agreement between us.

On August 15, 2023, I entered into an equity subscription agreement with the company, whereby I agreed to purchase a total of 2,962,963 shares of common stock ("Stock") at a purchase price of $1.35 per share, amounting to a total subscription price of $4,000,000 or an equivalent amount of CNY 28,000,000. On August 16, 2023, I made the initial investment payment of $714,286, which is equivalent to CNY 5,000,000, as per the agreement. The company issued 529,101 shares of common stock corresponding to the $714,286 to a third-party transfer agent, West Coast, on September 25, 2023. These Shares are subject to a mandatory holding period of 180 days

According to the terms of the equity subscription agreement, I am required to pay the remaining $3,285,714.29, which is an equivalent of CNY 23,000,000, to the company by October 15, 2023. Due to the delay in my personal fund allocation, I hereby request an extension for the payment of the outstanding $3,285,714.29, or its equivalent of CNY 23,000,000, for the subscription amount. I propose adjusting the payment deadline from October 15, 2023, to no later than March 31, 2024, to complete the payment.

I would like to clarify that the remaining subscription amount can be paid in full at once or in two installments. I understand that the company has the right to, based on the actual circumstances, choose to terminate the agreement execution by notifying me via email or in writing if the remaining stock subscription payment is not made. I am willing to cooperate with such a decision. If the agreement remains in effect, after the payment of the remaining stock subscription amount, the company can issue all corresponding shares (i.e., 2,433,862 shares) in a lump sum. Alternatively, the company may choose to issue the corresponding shares proportionally based on the amount paid by me after a partial subscription payment.

Given the above circumstances, I consent to the company having the principle to decide whether to continue the execution of the equity subscription agreement at any time before or after March 31, 2024. This means that the company has the right to cancel the unfulfilled stock subscription (2,433,862 shares).

We understand that this application may affect your plans and arrangements, but we hope that you can grant your consent to it. We appreciate your understanding and cooperation.

Applicant: Xiaoyun Zhou (Signature)

October 15, 2023

Cover	Oct. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 15, 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