Datasea completes BVI redomicile and keeps DTSS on Nasdaq

Rhea-AI Filing Summary

Datasea Intelligent Technology Ltd. has completed its redomicile transaction, becoming the new Nasdaq-listed parent company for Datasea Inc. Datasea merged with its wholly owned British Virgin Islands subsidiary, with the subsidiary continuing as the surviving entity.

The company clarified that its Nasdaq market effective date is April 16, 2026, when its Class A ordinary shares with no par value begin trading on the Nasdaq Capital Market under the symbol DTSS. The redomicile was approved by shareholders holding a majority of Datasea’s outstanding common stock and by the company.

The redomicile did not change headquarters, business, management, offices, employees, assets, liabilities, or net worth. Existing Datasea common stock automatically converted into an equal number of Class A ordinary shares, while 2,000,000 shares held by each of Zhixin Liu and Fu Liu converted into Class B ordinary shares. Following the merger, the company qualifies as a foreign private issuer and may follow certain home country corporate governance practices on Nasdaq.

Insights

Cross-border corporate structure analyst

Datasea completes a technical redomicile to the BVI with unchanged operations.

Datasea Intelligent Technology Ltd. has finalized a merger where the BVI subsidiary survives and becomes the listed entity. The filing emphasizes continuity: headquarters, operations, assets, liabilities, net worth, and all directors and officers remain the same as before the redomicile.

The move shifts the company into foreign private issuer status under the Exchange Act. This allows the company to follow certain home country corporate governance practices instead of some Nasdaq rules, for example around board composition and shareholder meeting quorum. It also changes the company’s SEC reporting framework going forward.

For shareholders, Datasea common stock automatically converts into an equal number of BVI Class A ordinary shares, preserving economic exposure. A notable structural detail is that 2,000,000 shares held by each of Zhixin Liu and Fu Liu convert into Class B ordinary shares, introducing a separate share class while keeping management roles unchanged.

Key Figures

Nasdaq market effective date: April 16, 2026 Class B shares for Zhixin Liu: 2,000,000 shares Class B shares for Fu Liu: 2,000,000 shares +1 more

4 metrics

Nasdaq market effective date April 16, 2026 Corrected effective date for DTSS trading

Class B shares for Zhixin Liu 2,000,000 shares Converted into Class B ordinary shares upon merger

Class B shares for Fu Liu 2,000,000 shares Converted into Class B ordinary shares upon merger

Certificate of Merger date April 15, 2026 Certificate of Merger filed and registered in BVI

Key Terms

Redomicile, Foreign Private Issuer, Class A ordinary shares, Class B ordinary shares, +1 more

5 terms

Redomicile financial

"with the Company continuing as the surviving entity (the “Redomicile”)."

Redomicile is when a company legally moves its “home” from one country or jurisdiction to another while keeping its business operations largely the same. For investors it matters because the move can change tax rules, legal protections, corporate governance, and the ease of trading shares—similar to a person changing their legal residence to gain different benefits or follow different laws, which can affect value and risk.

Foreign Private Issuer regulatory

"DIT qualifies as a “Foreign Private Issuer” as defined under the Securities Exchange Act of 1934"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Class A ordinary shares financial

"the Company’s Class A ordinary shares, with no par value (the “Class A Ordinary Shares”)"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"converted into 2,000,000 Class B ordinary shares of DIT with no par value"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Nasdaq Capital Market market

"will start trading on the Nasdaq Capital Market under the trading symbol “DTSS”"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Datasea (DTSS) announce in its April 2026 Form 6-K?

Datasea completed a redomicile merger where Datasea Inc. merged into its BVI subsidiary, Datasea Intelligent Technology Ltd., which is now the surviving entity. Operations, management, assets, liabilities, and net worth remain unchanged after this corporate reorganization.

When do Datasea Intelligent Technology Ltd. shares start trading on Nasdaq?

The company clarified that the Nasdaq market effective date is April 16, 2026. On that date, its Class A ordinary shares with no par value begin trading on the Nasdaq Capital Market under the symbol DTSS, replacing the prior Datasea Inc. common stock listing.

How are existing Datasea (DTSS) shares affected by the redomicile?

Each Datasea Inc. common share automatically converts into the right to receive one Class A ordinary share of Datasea Intelligent Technology Ltd. This occurs without shareholder action, with holdings reflected in the new BVI company’s register or through brokers after completion of the merger.

What happens to shares held by Zhixin Liu and Fu Liu after the merger?

Immediately before the merger, each of Zhixin Liu and Fu Liu held 2,000,000 company shares. These are converted into 2,000,000 Class B ordinary shares of Datasea Intelligent Technology Ltd. with no par value, creating a separate Class B share class for their holdings.

Did Datasea’s business or management change due to the redomicile?

The company states the redomicile did not change its headquarters, business, management, office locations, number of employees, assets, liabilities, or net worth. All directors and officers continue in identical positions at Datasea Intelligent Technology Ltd. following the merger.

What does foreign private issuer status mean for Datasea Intelligent Technology Ltd.?

After completion of the redomicile, the company qualifies as a foreign private issuer under the Exchange Act. It will file SEC reports under that regime and may follow certain British Virgin Islands home country corporate governance practices instead of some Nasdaq corporate governance requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 02:25 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 333-293463

DATASEA INTELLIGENT TECHNOLOGY LTD.

(Exact name of registrant as specified in its charter)

Room 302-5, Building C, Gemdale Viseen International Center

No.5 Shengfang Road, Daxing District, Beijing, People’s Republic of China 102600

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

As previously disclosed, on March 4, 2026, Datasea Inc. (“Datasea”) and Datasea Intelligent Technology Ltd. (the “Company” or “DIT”), a business company incorporated under the laws of British Virgin Islands (the “BVI”) and wholly owned subsidiary of Datasea, entered into a merger agreement and plan of merger (the “Merger Agreement”), pursuant to which Datasea shall merge with and into the Company, with the Company continuing as the surviving entity (the “Redomicile”). On April 15, 2026, the articles of merger (the “Articles of Merger”) were filed and registered with the BVI Registry of Corporate Affairs, and the Redomicile became effective upon filing of the Articles of Merger.

Datasea previously filed a Current Report on Form 8-K on April 14, 2026, which referenced April 15, 2026 as the Nasdaq market effective date. The Company hereby clarifies that the Nasdaq market effective date is April 16, 2026. On April 16, 2026, the Company’s Class A ordinary shares, with no par value (the “Class A Ordinary Shares”) will start trading on the Nasdaq Capital Market under the trading symbol “DTSS”. The CUSIP number for the Class A Ordinary Shares is G2659M104.

The Redomicile has been approved by shareholders holding the majority of the outstanding shares of common stock of Datasea and by the Company.

The Redomicile did not result in any change in Datasea’s headquarters, business, management, location of any of its offices or facilities, number of employees, assets, liabilities or net worth. Management, including all directors and officers, remain the same as the management of Datasea prior to the Redomicile and assume identical positions with the Company. Datasea’s common stock registered in the name of shareholders or which are beneficially owned through brokers are converted into the right to receive an equal number of the Company’s Class A Ordinary Shares and such shares are registered in such shareholder’s name (or broker’s name, as applicable) in the Company’s register of members upon completion of the merger, without any further action on the part of shareholders, except that the 2,000,000 shares of common stock of the Company held by each of Zhixin Liu and Fu Liu immediately prior to the merger are converted into 2,000,000 Class B ordinary shares of DIT with no par value, respectively. If shareholders hold the Company’s common stock in certificated form, such stock certificates may be exchanged for the share certificates of the Company’s Class A Ordinary Shares promptly following the merger. All the Company stock certificates are requested to be returned to the Company’s transfer agent following completion of the merger.

Upon completion of the Redomicile, DIT qualifies as a “Foreign Private Issuer” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and therefore commenced any required filings with the Securities and Exchange Commission as a foreign private issuer.

As a foreign private issuer, DIT is exempt from certain provisions applicable to United States public companies, including:

● the requirement to file quarterly reports on Form 10-Q or current reports on Form 8-K;

● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;

● provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and

● the sections of the Exchange Act requiring our insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short swing” trading transactions (i.e., a purchase and sale, or a sale and purchase, of the issuer’s equity securities within less than six months).

In addition, as a foreign private issuer, the Company is permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq listing rules. For example, the Company may follow home country practice with regard to certain corporate governance requirements, such as the composition of the board of directors and quorum requirements applicable to shareholders’ meetings.

The Memorandum and Articles of Association of the Company is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.

Exhibit No.		Description
1.1		Memorandum and Articles of Association of Datasea Intelligent Technology Ltd.
2.1		Certificate of Merger, dated April 15, 2026

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 15, 2026

	Datasea Intelligent Technology Ltd.
	/s/ Zhixin Liu
	Name:	Zhixin Liu
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-1.1 MEMORANDUM AND ARTICLES OF ASSOCIATION OF DATASEA INTELLIGENT TECHNOLOGY LTD 230.8 KB
• EX-2.1 CERTIFICATE OF MERGER, DATED APRIL 15, 2026 568 B