UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Definitive Material Agreement.
On August 1, 2023, Datasea Inc. (the “Company”) entered into two separate subscription agreements (the “Agreements”) with a certain non-U.S. investor (the “Investor”), pursuant to which the Company agreed to sell and the Investor agreed to purchase an aggregate of 4,760,000 shares of common stock price (the “Shares”) at a $1.2 per share purchase price. The Investor understands that the Shares must be held for a period of 365 days. In accordance with the two Agreements, the Investor shall pay a total purchase price of $2,856,000 in RMB, with an amount of ¥ 20,000,000 no later than September 10, 2023 and another purchase price of $2,856,000 in RMB, with an amount of ¥ 20,000,000 no later than September 30, 2023.
The Investor has represented that it is not a resident of the United States and is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act and is not acquiring the Shares for the account or benefit of any U.S. person.
In reliance on the Investor’s representations to the Company, the Shares to be issued pursuant to the Agreements are not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated August 1, 2023 | |
| 10.2 | Securities Purchase Agreement, dated August 1, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| August 7, 2023 | DATASEA INC. | |
| By: | /s/ Zhixin Liu | |
| Name: | Zhixin Liu | |
| Title: | Chief Executive Officer | |
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