数海美股招股说明书(2018-12-20版)

424B4 1 s114781_424b4.htm 424B4 Prospectus Filed Pursuant to Rule 424(b)(4)Registration Statement No. 333-221906 1,450,000 Shares of Common Stock Datasea Inc. is offering 1,450,000 shares of common stock in this public offering at a public offering price of $4.00 per share. Our common stock was quoted on the OTCQB Market operated by OTC Markets Group, Inc. under the symbol “DTSS.” Our common stock has been approved to be listed on the NASDAQ Capital Market under the symbol “DTSS,” and began trading on such market on December 19, 2018. We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startup Act of 2012 (or the JOBS Act) and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. We will also be a “controlled company” under the corporate governance standards for NASDAQ listed companies. The combined voting power of Ms. Zhixin Liu and Mr. Fu Liu is 77.9% based on 19,254,846 shares issued and outstanding as of the date of this prospectus. See “Risk Factors” and “Management—Controlled Company.” Investing in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus. Per Share Total Public offering price $4.00 $5,800,000 Underwriting discounts and commissions(1) $0.30 $435,000 Proceeds to us, before expenses $3.70 $5,365,000 (1) See “Underwriting” for a description of the compensation payable to the underwriters. This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares offered by this prospectus if any such shares are taken. The underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option to purchase additional shares of common stock. The total underwriting discounts and commissions payable will be $435,000 based on a public offering price of $4.00 per share, and the total gross proceeds to us, before commissions and expenses, will be $5.8 million. We have granted the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an additional 217,500 shares of common stock at the public offering price, less the underwriting discounts and commissions, to cover over-allotments, if any. Delivery of the shares is expected to be made on or about December 21, 2018. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. ViewTrade Securities, Inc. The date of this prospectus is December 18, 2018. TABLE OF CONTENTS Page Number Prospectus Summary 1Risk Factors8Cautionary Note Regarding Forward-Looking Statements27Use of Proceeds28Dividend Policy29Capitalization30Dilution31Management’s Discussion and Analysis of Financial Conditions and Results of Operations 32Business37Management 53Executive Compensation56Certain Relationships and Related Party Transactions58Security Ownership of Certain Beneficial Owners and Management59Description of Securities60Market for Common Equity and Related Stockholder Matters61Shares Eligible for Future Sale62Underwriting64Legal Matters69Experts69Where You Can Find More Information69Index to Consolidated Financial StatementsF-1 Through and including January 12, 2019 (25 days after the commencement of this offering), all dealers effecting transaction in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. i PROSPECTUS SUMMARY