数海美股招股说明书(2021-07-22版)

424B5 1 ea144573-424b5_dataseainc.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)Registration No. 333-239183 PROSPECTUS SUPPLEMENT(To the Prospectus Dated June 25, 2020) Datasea, Inc. 2,436,904 SHARES OF COMMON STOCK Pursuant to this prospectus supplement and the accompanying prospectus, and that certain Securities Purchase Agreement, dated July 20, 2021, by and among Datasea, Inc. (the “Company”) and the institutional investors signatories thereto, we are offering up to 2,436,904 shares of our Common Stock, par value $0.001 per share, directly to selected institutional investors. In a concurrent private placement, we are selling to the same investors warrants to purchase 1,096,608 shares of Common Stock (the “Warrants”). The Warrants and shares of Common Stock issuable upon the exercise of the Warrants are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder, and they are not being offered pursuant to this prospectus supplement and the accompanying prospectus. All presentations in this Prospectus Supplement assume that all consideration was paid for the Shares; for accounting purposes we will attribute $0.125 of the $3.48 per Share consideration to the Warrants. Our shares of Common Stock trade on the NASDAQ Capital Market under the symbol “DTSS.” The last reported sale price on July 19, 2021 was $4.41. For a more detailed description of the ordinary shares, see the section entitled “Description of the Securities we are Offering” beginning on page S-7 of this prospectus supplement. There is no established public trading market for the warrants that we are offering in the concurrent private placement and we do not expect a market to develop. As of July 19, 2021, the aggregate market value of our outstanding shares of Common Stock held by non-affiliates was approximately $28,534,654, based on 21,474,138 outstanding shares of Common Stock, of which 6,470,443 shares were held by non-affiliates, and a per share price of $4.41 based on the closing price of our shares of Common Stock on July 19, 2021. During the 12 calendar month period that ends on and includes the date of this prospectus supplement, the value of securities we have offered under this shelf registration statement on Form F-3 is $936,000. We have retained FT Global Capital, Inc. to act as the exclusive placement agent to use its reasonable best efforts to solicit offers from investors to purchase the securities in this offering. The placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The placement agent is not purchasing or selling any Common Stock in this offering. We will pay the placement agent a fee equal to the sum of 7% of the aggregate purchase price paid by investors placed by the placement agent. Additionally, we will issue to the placement agent warrants to purchase 121,845 shares of Common Stock, which shall expire thirty (30) months after issuance and shall have no anti-dilution protection other than adjustments based on stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The placement agent warrants and the Common Stock underlying such warrant are not being registered herein. We estimate the total expenses of this offering and the concurrent private placement of Warrants, excluding the placement agency fees, will be approximately $250,000 in the aggregate. Because there is no minimum offering amount, the actual offering amount, the placement agency fees and net proceeds to us, if any, in this offering may be substantially less than the total offering amounts set forth above. We are not required to sell any specific number or dollar amount of the securities offered in this offering or in the concurrent private placement of the Warrants. Assuming we complete the maximum offering, the net proceeds to us from this offering and the concurrent private placement of Warrants, will be approximately $7.6 million. We expect to deliver the shares and Warrants to the purchasers on or before July 22, 2021. Per Share Total Public offering price $3.48 $8,480,425.92 Placement agent fees(1) $0.2784 $593,629.82 Offering proceeds to us, before expenses $3.2016 $7,886,796.10 (1)See “Plan of Distribution” for additional information regarding total compensation payable to the placement agent, including expenses for which we have agreed to reimburse the placement agent. OUR BUSINESS AND HOLDING SHARES OF OUR COMMON STOCK INVOLVE A HIGH DEGREE OF RISK. SEE “RISK FACTORS”