数海美股招股说明书(2023-09-13版)

Datasea Inc. 5,000,000 SHARES OF COMMON STOCK Pursuant to this prospectus supplement and the accompanying prospectus, we are offering5,000,000 shares of our common stock, par value $0.001 per share. Each share of common stock is beingsold at a price of $0.40. 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.” On September 11, 2023, the closing price of Datasea’s common stock was $0.6426 per share. Thetotal aggregate market value of all of Datasea’s outstanding common stock is approximately $31,673,912,andthe aggregate market value of Datasea’s outstanding common stock held by non-affiliates isapproximately$12,838,701,based on 27,784,133 total shares of outstanding common stock as ofSeptember 11, 2023, of which 11,262,018 shares are held by non-affiliates, 16,522,115 shares are held byaffiliates, and a per share price of $1.14 which is the closing price on August 7, 2023. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will Datasea sell securities registered on the registrationstatement of which this prospectus is a part with a value of more than one-third of the aggregate marketvalue of Datasea’s common stock held by non-affiliates in any 12-month period, so long as the aggregatemarket value of Datasea’s common stock held by non-affiliates is less than $75,000,000. Datasea has notoffered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar monthperiod that ends on and includes the date of 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. On December 28, 2021, theCyberspaceAdministration of China(“CAC”),and 12 other relevant PRC government authoritiespublished the amended Cybersecurity Review Measures, which came into effect on February 15, 2022. Thefinal Cybersecurity Review Measures provide that a “network platform operator” that possesses personalinformation of more than one million users and seeks a listing in a foreign country must apply for acybersecurity review. Further, the relevant PRC governmental authorities may initiate a cybersecurityreview against any company if they determine certain network products, services, or data processingactivities of such company affect or may affect national security. As of the date of this prospectussupplement, our Company, our VIE and its subsidiaries have not been involved in any investigations oncybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry,notice or sanction. We do not believe that we are subject to: (a) the cybersecurity review with the CAC, aswe do not possess a large amount of personal information in our business operations, and our business doesnot involve the collection of data that affects or may affect national security, implicates cybersecurity, orinvolvesany type of restricted industry;or(b)merger control review by China’s anti-monopolyenforcement agency due to the fact that we do not engage in monopolistic behaviors that are subject tothese statements or regulatory actions. On February 17, 2023, the China Securities Regulatory Commission