S-8

As filed with the Securities and Exchange Commission on May 3, 2024

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 incorporation or organization)	(I.R.S. Employer Identification Number)

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 Offices, 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:

Mark Crone, Esq.
Eleanor Osmanoff, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446

New York, NY 10170

646-861-7891

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

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 (the “Registration Statement”) is being filed by Datasea, Inc. (the “Company,” the “Registrant,” “we” or “our”), for the purpose of registering an additional 1,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) reserved for issuance under the Company’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”). Unless noted otherwise, all references to the number of shares of Common stock and per share information in this Registration Statement have been adjusted retroactively to reflect the 1:15 reverse stock split of the Company’s Common Stock that became effective on January 19, 2024.

The 2018 Plan was adopted on August 22, 2018, by the Board of Directors and stockholders of the Company, and authorized for issuance 4,000,000 (pre-split) or 266,667 (post-split) shares of Common Stock, subject to adjustments in the event of certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends, or other similar events which change the number or kind of shares outstanding. The 2018 Plan was amended by the Company’s stockholders on April 28, 2022, and June 2023, increasing the shares of Common Stock reserved for issuance under the 2018 Plan to 933,333 and 1,600,000, respectively.

This Registration Statement intends to register the offer and sale of 1,000,000 remaining shares of Common Stock available for issuance under the 2018 Plan as a result of the amendments thereto, and relates to the registration of the same class of securities of the Company as to which a registration statement on Form S-8 dated June 15, 2020, registering 266,667 shares of Common Stock, and a registration statement on Form S-8 dated October 26, 2023, registering 333,333 shares of Common Stock (the “Prior Registration Statements”), were filed with the Securities and Exchange Commission (the “Commission”). This Registration Statement is filed pursuant to Instruction E of the General Instructions to Form S-8 regarding the registration of additional securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements, to the extent relating to the registration of shares of Common Stock under the 2018 Plan and, except as otherwise set forth in this Registration Statement, are incorporated by reference herein. This Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933, as amended (the “Securities Act”).

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:

● The Company’s Annual Report on Form 10-K for the year ended June 30, 2023 (filed on September 27, 2023);

● The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 2022 (filed on November 14, 2022); December 31, 2022 (filed on February 13, 2023); March 31, 2023 (filed on May 15, 2023); September 30, 2023 (filed on November 13, 2023), and December 31, 2023 (filed on February 13, 2024);

● The Company’s 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; October 19, 2023; January 18, 2024; January 23, 2024 February 7, 2024; and April 9, 2024.

● The Company’s Definitive Proxy Statement on Schedule 14A for the 2023 annual meeting of stockholders filed with the SEC on April 27, 2023;

● The Company’s Preliminary Information Statement on Schedule 14C, filed with the Commission on June 13, 2023 The Company’s Definitive Information Statement on Schedule 14C, filed with the Commission on July 7, 2023; and

● The Company’s Definitive Proxy Statement on Schedule 14A for the 2024 annual meeting, filed with the Commission on April 24, 2024.

All other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

II-1

ITEM 8. INDEX TO EXHIBITS.

Exhibit	Description
5.1*	Opinion of The Crone Law Group, P.C.
23.1*	Consent of Kreit & Chiu CPA LLP (formerly Paris Kreit & Chiu CPA LLP)*
23.2*	Consent of The Crone Law Group, P.C. (included in Exhibit 5.1)
24.1*	Power of Attorney (included on the Signature Page to this Registration Statement)
99.1	The 2018 Equity Incentive Plan of Datasea, Inc., as amended (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on June 20, 2023).
107*	Filing Fee Table

* Filed herewith

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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 May 2, 2024.

Datasea, Inc.
By:	/s/ Zhixin Liu
	Zhixin Liu
	Chief Executive Officer

POWER 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-infact 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, as amended, this registration statement has been signed by the following persons in the capacities indicated on May 2, 2024.

SIGNATURE	TITLE
/s/ Zhixin Liu	Chairman, President and Chief Executive Officer
Zhixin Liu	(Principal Executive Officer);
/s/ Mingzhou Sun	Chief Financial Officer
Mingzhou Sun	(Principal Financial and Accounting Officer)
/s/ Fu Liu	Director
Fu Liu
/s/ Michael J. Antonoplos	Director
Michael J. Antonoplos
/s/ Stephen (Chun Kwok) Wong	Director
Stephen (Chun Kwok) Wong
/s/ Yan Yang	Director
Yan Yang

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EX-5.1

Exhibit 5.1

May 2, 2024

Datasea, Inc.

20th Floor, Tower B, Guorui Plaza

1 Ronghua South Road, Technological Development Zone

Beijing, People’s Republic of China 100176

Re: Datasea, Inc. Form S-8 Registration Statement

Ladies and Gentlemen:

We have acted as counsel to Datasea, Inc., a Nevada corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”), to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, with respect to 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable pursuant to the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”). This opinion is being furnished at the Company’s request in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as to the issuance of the Shares.

In rendering the opinion hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such documents, records, agreements and other instruments, including (a) the Registration Statement, (b) the Plan, (c) the Articles of Incorporation of the Company, as amended, (d) the Amended and Restated Bylaws of the Company, and (e) certain resolutions adopted by the board of directors of the Company as we have deemed necessary and appropriate for the purpose of this opinion, and (f) such other certificates, instruments and documents as we have considered necessary for purposes of this opinion letter.

We have assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of any participants thereunder. We have further assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. 

Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that, when issued by the Company against payment therefor in the circumstances contemplated by the Plan and, assuming that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate actions of the Company and duly issued, granted or awarded and exercised and paid for, in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), to the extent that the Shares are issued in accordance with the foregoing, such Shares will be, when so issued, legally and validly issued, and fully paid and non-assessable.

420 Lexington Avenue, Suite 2446, New York, NY 10170 | 646-861-7891

12121 Wilshire Blvd., Suite 810, Los Angeles, CA 90025 | 818-930-5686

This opinion is limited to the current federal securities laws of the United States and laws of the State of Nevada, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision or otherwise. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Not in limitation of the foregoing, we are not rendering any opinion as to the compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

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 Commission.

Very truly yours,

/s/ The Crone Law Group, P.C.

THE CRONE LAW GROUP, P.C.

EX-23.1

Exhibit 23.1

Kreit & Chiu CPA LLP

733 Third Avenue, Floor 16, #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 Datasea, Inc of our report dated September 27, 2023 on the financial statements of Datasea, Inc., as of and for the years ended June 30, 2023 and 2022.

/s/ Kreit & Chiu CPA LLP

Los Angeles, California

May 2, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Datasea, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount  Registered(2)		Proposed Maximum Offering Price per Share(1)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common stock, par value $0.001 per share	457(c) and (h)		1,000,000	$	8.12	$	8,120,000		0.00014760	$	1,198.51
Total Offering Amounts							$	8,120,000		0.00014760	$	1,198.51
Total Fee Offsets												—
Net Fee Due											$	1,198.51

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Common Stock quoted on the Nasdaq Capital Market, LLC on May  1, 2024.

(2) Represents 1,000,000 shares of common stock of Datasea, Inc. (the “Company”) available for issuance under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) as of the date of this Registration Statement.  To the extent permitted by Rule 416, this Registration Statement also covers an indeterminate number of additional shares of common stock of the Company that become issuable under the 2018 Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction that results in an increase in the number of outstanding shares of common stock of the Company.