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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)

 

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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

 

 

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