As filed with the Securities and Exchange Commission on October 26, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Datasea, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
45-2019013 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
20th Floor, Tower B, Guorui Plaza,1 Ronghua
South Road
Technological Development Zone, Beijing, People’s
Republic of China 100176
+86 10-56145240
(Address of principal executive office, including zip code)
2018 Equity Incentive Plan
(Full title of the plan)
Zhixin Liu, President and Chief Executive Officer
20th Floor, Tower B, Guorui Plaza,1 Ronghua
South Road
Technological Development Zone, Beijing, People’s
Republic of China 100176
+86 10-56145240
With a copy to:
Datasea Acoustics LLC
8 The Green, Ste A ,
Dover, Kent, Delaware 19901
+1 267 992 2826
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Huan Lou, Esq.
David B. Manno, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
(212) 930-9700
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement
on Form S-8 is being filed by Datasea, Inc. (the “Company”), in accordance with the requirements to the Form S-8 Registration
Statement under the Securities Act of 1933, as amended, to register additional shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”) issuable pursuant to awards under the Company’s amended 2018 Equity Incentive Plan (the
“2018 Plan). The amendments to the 2018 Plan were approved at the annual meetings of the Company’s shareholders on April 28,
2022, and June 19, 2023, respectively.
This registration statement
intends to register the offer and sale of 5,000,000 additional shares of Common Stock that are available for issuance under the 2018 Plan
as a result of the amendments thereto, adopted by the Company’s board of directors and shareholders.
4,000,000 shares of Common
Stock issued or issuable under the 2018 Plan have been previously registered pursuant to the Company’s Registration Statement on
Form S-8 (File No. 333-239180), filed with the Securities and Exchange on June 15, 2020, and the information contained therein is incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
|
Item 3. |
Incorporation of Documents by Reference. |
The SEC allows us to “incorporate
by reference” into this prospectus the documents we file with, or furnish to, them, which means that we can disclose important information
to you by referring you to these documents. The information that we incorporate by reference into this prospectus forms a part of this
prospectus, and information that we file later with the SEC automatically updates and supersedes any information in this prospectus. We
incorporate by reference into this prospectus the documents listed below:
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● |
Our Annual Report on Form 10-K for the year ended June 30, 2023 (filed on September 27, 2023); |
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● |
Our Current Reports on Form 8-K filed on September 30, 2022; November 15, 2022; December 14, 2022; February 16, 2023; May 22, 2023; June 13, 2023; June 15, 2023; June 20, 2023; August 2, 2023; August 7, 2023; August 11, 2023; August 16, 2023; August 16, 2023; August 22, 2023; September 13, 2023; September 13, 2023; September 14, 2023; September 27, 2023; October 5, 2023; and October 19, 2023. |
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● |
Our Preliminary Information Statement on Schedule 14C, filed with the SEC on June 13, 2023. |
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● |
Our Definitive Proxy Statement on Schedule 14A for our 2023 annual meeting of stockholders, filed with the SEC on April 27, 2023; and |
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● |
The description of our common stock contained in our Registration Statement on Form 8-A, dated and filed with the SEC on December 18, 2018, and any amendment or report filed with the SEC for the purpose of updating the description. |
All documents filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination
of the offering of the securities offered by this prospectus are incorporated by reference into this prospectus and form part of this
prospectus from the date of filing or furnishing of these documents. Any documents that we furnish to the SEC on Form 8-K subsequent
to the date of this prospectus will be incorporated by reference into this prospectus only to the extent specifically set forth in the
Form 6-K.
Any statement contained in
a document incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained in this prospectus, in one of those other documents or in any other later filed document that
is also incorporated by reference into this prospectus modifies or supersedes that statement. Any such statement so modified shall not
be deemed, except as so modified, to constitute a part of this prospectus. Any such statement so superseded shall be deemed not to constitute
a part of this prospectus.
Any person receiving
a copy of this prospectus, including any beneficial owner, may obtain without charge, upon written or oral request, a copy of any of
the documents incorporated by reference into this prospectus, except for the exhibits to those documents unless the exhibits are specifically
incorporated by reference into those documents. You may request a copy of these filings, at no cost, by contacting us at:
Datasea Inc.
Attention: Corporate Secretary
20th Floor, Tower B, Guorui Plaza,
1 Ronghua South Road, Technological Development Zone
Beijing, People’s Republic of
China 100176
+86 10-56145240
|
Item 4. |
Description of Securities. |
Not applicable.
|
Item 5. |
Interests of Named Experts and Counsel. |
None.
|
Item 6. |
Indemnification of Directors and Officers. |
Nevada Law
Section 78.7502 of the Nevada
Revised Statutes provides that a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he is not liable under Section 78.138 of
the Nevada Revised Statutes for breach of his or her fiduciary duties to the corporation or he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
Section 78.7502 further provides
a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid
in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action
or suit if he is not liable under Section 78.138 of the Nevada Revised Statutes for breach of his or her fiduciary duties to the corporation
or he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any non-derivative proceeding or any derivative proceeding, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in connection
with the defense. Further, Nevada law permits a Nevada corporation to purchase and maintain insurance or to make other financial arrangements
on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director,
officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify
him or her against such liability and expenses.
Charter Provisions
Pursuant to our Articles of
Incorporation, as amended and Amended and Restate Bylaws, we may indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in or not opposed
to our best interest, provided, however, that (i) we will not indemnify such person against expenses incurred in connection with an action
if he is threatened but does not become a party unless the incurring of such expenses was authorized by the Board of Directors and (ii)
we will not indemnify against any amount paid in settlement unless our Board of Directors has consented to such settlement. An officer
or director is not entitled to indemnification against costs or expenses incurred in connection with any action, commenced by such person
against us or any person who is or was a director, officer, fiduciary, employee or agent of our company unless and to the extent that
the officer or directors is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify
him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for
expenses actually and reasonably incurred in defending the proceeding, and if the officer or directors is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
|
Item 7. |
Exemption from Registration Claimed. |
Not applicable.
For a list of all exhibits
filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs
(1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed
by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus
was deemed part of and included in this Registration Statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ß 230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (ß 230.415(a)(1)(i),
(vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall
be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other
free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than a payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes
that:
(1) For purposes of determining
any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining
any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture
Act.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on this Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beijing, People’s Republic of China, on October 26, 2023.
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Datasea, Inc. |
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|
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By: |
/s/ Zhixin Liu |
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|
Zhixin Liu
Chief Executive Officer |
POWERS OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Zhixin Liu, as his true and lawful attorneys-in-fact and agents, with full powers of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to
this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents
and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact
and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of
Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute
one instrument. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities indicated on October 26, 2023.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and
on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
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| /s/ Zhixin Liu |
|
Chairman, President and Chief Executive Officer |
|
October 26, 2023 |
| Zhixin Liu |
|
(Principal Financial Officer) |
|
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| |
|
|
|
|
| /s/ Mingzhou Sun |
|
Chief Financial Officer |
|
October 26, 2023 |
| Mingzhou Sun |
|
(Principal Financial and Accounting Officer) |
|
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|
|
|
|
| /s/ Fu Liu |
|
Director |
|
October 26, 2023 |
| Fu Liu |
|
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| /s/ Michael J. Antonoplos |
|
Independent Director |
|
October 26, 2023 |
| Michael J. Antonoplos |
|
|
|
|
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|
|
| /s/ Stephen (Chun Kwok) Wong |
|
Independent Director |
|
October 26, 2023 |
| Stephen (Chun Kwok) Wong |
|
|
|
|
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|
|
|
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| /s/ Yan Yang |
|
Independent Director |
|
October 26, 2023 |
| Yan Yang |
|
|
|
|
EXHIBIT INDEX
II-6
Exhibit 5.1
October 26, 2023
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Datasea, Inc. Form S-8 Registration Statement |
Ladies and Gentlemen:
We refer to the above-captioned registration
statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”),
filed by Datasea, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission.
We have examined the originals, photocopies,
certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other
documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity
of the originals of such latter documents.
Based on our examination mentioned
above, we are of the opinion that the securities being issued pursuant to the Registration Statement are duly authorized and will be,
when so issued, legally and validly issued, and fully paid and non-assessable.
We hereby consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange
Commission.
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Very truly yours, |
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|
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/s/ Sichenzia Ross Ference Carmel LLP |
| |
Sichenzia Ross Ference Carmel LLP |
1185 AVENUE OF THE AMERICAS | 31ST
FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725
| WWW.SRFC.LAW
Exhibit 23.1
Kreit & Chiu CPA LLP
200 Park Ave, 16th Floor, # 1014
New York, NY 10017
(949) 326-CPAS (2727)
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report dated September 27, 2023 relating to the consolidated financial statements
of Datasea Inc, which appears in Datasea Inc.’s Form 10-K for the year ended June 30, 2023.
/s/ Kreit & Chiu CPA LLP (Formerly
Paris, Kreit & Chiu CPA LLP)
Los Angeles, California
October 26, 2023
Exhibit 107
CALCULATION OF REGISTRATION FEE
Table 1: Newly Registered Securities
| | |
Security
Type | |
Security Class Title | |
Fee
Calculation
Rule | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering Price
Per Share | | |
Maximum
Aggregate
Offering Price | | |
Fee Rate | | |
Amount of
Registration
Fee | |
| Fees to Be Paid | |
Equity | |
Common Stock, par value $0.001 per share | |
457(c) and (h) | |
| 5,000,000 | (2) | |
$ | 0.205 | (3) | |
$ | 1,025,000 | (3) | |
| 0.0001476 | | |
$ | 151.29 | |
| Total Fees Previously Paid | | |
| — | |
| Total Fee Offsets | | |
| — | |
| Net Fee Due | | |
$ | 151.29 | |
| (1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also be deemed to cover such additional securities which become issuable by reason of any stock dividend, stock split, recapitalization or any other similar transactions. |
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|
| (2) |
Consists of 5,000,000 shares of common stock of Datasea, Inc., par value $0.001 per share (“Common Stock”), available for issuance under the 2018 Equity Incentive Plan. |
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|
| (3) |
Estimated solely for the purpose of calculating the registration fee under Rule 457(c) and (h) of the Securities Act on the basis of the average of the high and low sales price per share of Common Stock on October 24, 2023, as reported on the Nasdaq Capital Market. |
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