424B5 1 ea183967-424b5_dataseainc.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)Registration No. 333-272889 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 effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state or other jurisdiction 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 offering shares of our common stock, par value $0.001 per share. Each share of common stock is being sold at a price of $ . We are also offering pre-funded warrants (each a “Pre-funded Warrant”) to purchase up to shares of common stock, exercisable at an exercise price of $0.001 per share, to those purchasers whose purchase of shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99% of our shares immediately following 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-funded Warrants will be immediately exercisable upon issuance until exercised in full. Unless the context requires otherwise, references to the “Company,” “we,” “our,” and “us,” refer to Datasea Inc. and its subsidiaries, and references to “Datasea” refers to Datasea Inc., our Nevada holding company. 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 apply for listing of the pre-funded warrants on any national securities exchange. On September 8, 2023, the closing price of Datasea’s common stock was $0.5101 per share. The total aggregate market value of all of Datasea’s outstanding common stock is approximately $31,673,912, and the aggregate market value of Datasea’s outstanding common stock held by non-affiliates is approximately $12,838,701, based on 27,784,133 total shares of outstanding common stock as of September 11, 2023, of which 11,262,018 shares are held by non-affiliates, 16,522,115 shares are held by affiliates, and a per share price of $1.14 which is the closing price on August 7, 2023. Pursuant to General Instruction I.B.6 of Form S-3, in no event will Datasea sell securities registered on the registration statement of which this prospectus is a part with 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 held by non-affiliates is less than $75,000,000. Datasea has not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement. Datasea is not a Chinese operating company but a Nevada holding company with operations conducted by our subsidiaries based in China. We currently conduct our business substantially through our variable interest entity, or VIE, Shuhai Information Technology Co., Ltd. (“Shuhai Beijing”), and the VIE’s subsidiaries incorporated in China. This structure involves unique risks to investors. The contractual arrangements through which we control our VIE have also not been tested in the courts of the People’s Republic of China (“PRC” or China) and there is substantial uncertainty as to whether they are legally enforceable in the PRC. Such VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and investors may never hold direct equity interests in our Chinese operating subsidiaries. There is a possibility that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securiti