Material Agreement Form 8 K

Item 1.01 Entry into a Definitive Material Agreement.

On September 27, 2024 (the "Effective Date"), Datasea Inc., a Nevada corporation (the "Company"), entered into subscription agreements (the "Subscription Agreements") with three non-U.S. investors (the "Investors"), including Zhixin Liu, the Company's Chairman of the Board, Chief Executive Officer, President and Secretary, and Fu Liu, a Director of the Company, pursuant to which the Company agreed to sell and the Investors agreed to purchase an aggregate of 1,932,224 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), at a purchase price of $2.06 per share (the "Purchase Price"), which was equal to the closing price of the Common Stock on The Nasdaq Capital Market on September 26, 2024 (the "Offering"). Pursuant to the terms of the Subscription Agreements, each Investor must pay the Purchase Price for the number of Shares such Investor purchased within 15 days of the Effective Date. In addition, the Investors have agreed to hold the Shares for at least 180 days following the Effective Date.

Each Investor has represented that it is not a resident of the United States and is not a "U.S. person" as defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), and is not acquiring the Shares for the account or benefit of any U.S. person.

In reliance upon the Investors' representations to the Company, the issuances of the Shares are exempt from the registration requirements of the Securities Act, pursuant to Regulation S promulgated thereunder.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.