数海美股招股说明书(2023-09-12版)

The information in this preliminary prospectus supplement is not complete and may be changed.This preliminary prospectus supplement and the accompanying prospectus are part of an effectiveregistration statement filed with the Securities and Exchange Commission under the Securities Act of1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer tosell these securities and are not soliciting an offer to buy these securities in any state or otherjurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS SUPPLEMENT DATED SEPTEMBER 11, 2023 PRELIMINARY PROSPECTUS SUPPLEMENT(To the Prospectus Dated July 21, 2023) Datasea Inc. SHARES OF COMMON STOCK AND PRE-FUNDED WARRANTS Pursuant to this prospectus supplement and the accompanying prospectus, we are offeringshares of our common stock, par value $0.001 per share. Each share of common stock is being sold at aprice of $. We are also offeringpre-funded warrants (each a “Pre-funded Warrant”) to purchaseup toshares of common stock, exercisable at an exercise price of $0.001 per share, to those purchaserswhose purchase of shares in this offering would otherwise result in the purchaser, together with its affiliatesand certain related parties, beneficially owning more than 4.99% or 9.99% of our shares immediatelyfollowing the consummation of this offering. The purchase price of each Pre-funded Warrant is $,which equals the price per share being sold to the public in this offering, minus $0.001. The Pre-fundedWarrants will be immediately exercisable upon issuance until exercised in full. Unless the context requires otherwise, references to the “Company,” “we,” “our,” and “us,” referto Datasea Inc. and its subsidiaries, and references to “Datasea” refers to Datasea Inc., our Nevada holdingcompany. Datasea’s common stock is listed on the Nasdaq Capital Market and traded under the symbol“DTSS.” There is no established trading market for the Pre-funded Warrants and we do not intend to applyfor listing of the pre-funded warrants on any national securities exchange. On September 8, 2023, theclosing price of Datasea’s common stock was $0.5101 per share. The total aggregate market value of all ofDatasea’s outstanding common stock is approximately $31,673,912, and the aggregate market value ofDatasea’s outstanding common stock held by non-affiliates is approximately $12,838,701, based on27,784,133 total shares of outstanding common stock as of September 11, 2023, of which 11,262,018shares are held by non-affiliates, 16,522,115 shares are held by affiliates, and a per share price of $1.14which is the closing price on August 7, 2023. Pursuant to General Instruction I.B.6 of Form S-3, in noevent will Datasea sell securities registered on the registration statement of which this prospectus is a partwith a value of more than one-third of the aggregate market value of Datasea’s common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of Datasea’s common stock heldby non-affiliates is less than $75,000,000. Datasea has not offered any securities pursuant to GeneralInstruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the dateof this prospectus supplement. Datasea is not a Chinese operating company but a Nevada holding company with operationsconducted by our subsidiaries based in China. We currently conduct our business substantially through ourvariable interest entity, or VIE, Shuhai Information Technology Co., Ltd. (“Shuhai Beijing”), and the VIE’ssubsidiaries incorporated in China. This structure involves unique risks to investors. The contractualarrangements through which we control our VIE have also not been tested in the courts of the People’sRepublic of China (“PRC” or China) and there is substantial uncertainty as to whether they are legallyenforceable in the PRC. Such VIE structure is used to provide investors with exposure to foreigninvestment in China-based companies where Chinese law prohibits direct foreign investment in theoperating companies, and investors may never hold direct equity interests in our Chinese operatingsubsidiaries. There is a possibility that Chinese regulatory authorities could disallow this structure, whichwould likely result in a material change in our operations and/or a material change in the value of thesecurities we are registering for sale, and this could cause the value of such securities to significantlydecline or become worthless. See “Prospectus Supplement Summary—Cautionary Statement Regarding ourVariable Interest Entity Structure” in this prospectus supplement and “Risk Factors—Risks Relating to OurCorporate Structure” in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended June 30,2022. Our business operations are primarily based in China, and our VIE and its subsidiaries are subjectto certain legal and operational risks associated with being based in China. O