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Datasea (NASDAQ: DTSS) to redomicile in BVI and relist as DIT Class A shares

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Datasea Inc. is completing a redomicile to the British Virgin Islands through a merger with its wholly owned BVI subsidiary, Datasea Intelligent Technology Ltd. (“DIT”), effective April 15, 2026. Datasea will cease to exist and DIT will become the surviving company.

Each one share of Datasea common stock, $0.001 par value, held immediately before the effective time will convert into the right to receive one DIT Class A ordinary share with no par value. Separately, the 2,000,000 Datasea common shares held by each of Zhixin Liu and Fu Liu will convert into 2,000,000 DIT Class B ordinary shares with no par value.

On April 15, 2026, DIT Class A ordinary shares are expected to begin trading on the Nasdaq Capital Market under the symbol “DTSS”, the same symbol currently used by Datasea common stock. The CUSIP number for the DIT Class A ordinary shares is G2659M104.

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Insights

Datasea is shifting its corporate domicile to the BVI while preserving Nasdaq trading under DTSS.

The company is executing a redomicile by merging into its wholly owned BVI subsidiary, Datasea Intelligent Technology Ltd., effective April 15, 2026. Existing shareholders receive a one-for-one conversion into Class A ordinary shares, keeping economic exposure aligned with prior Datasea common stock.

Two major holders, Zhixin Liu and Fu Liu, will each see 2,000,000 Datasea common shares convert into 2,000,000 Class B ordinary shares of DIT. The filing does not elaborate on any differing rights of Class A versus Class B, so implications for voting power or governance are not detailed here.

DIT Class A ordinary shares are expected to continue listing on the Nasdaq Capital Market under the symbol DTSS, with CUSIP G2659M104. Subsequent company filings may describe any changes in corporate governance, shareholder rights, or reporting obligations associated with the BVI jurisdiction.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Redomicile effective date April 15, 2026 Effective date of merger into BVI subsidiary DIT
Share conversion ratio 1 Class A ordinary share per 1 common share Exchange of Datasea common stock into DIT Class A ordinary shares
Insider Class B shares each 2,000,000 Class B ordinary shares Shares for each of Zhixin Liu and Fu Liu after conversion
Trading symbol DTSS Symbol for DIT Class A ordinary shares on Nasdaq Capital Market
CUSIP G2659M104 CUSIP for DIT Class A ordinary shares
redomicile regulatory
"announced that the redomicile of the Company to the British Virgin Islands"
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.
Class A ordinary share financial
"will be converted into the right to receive one (1) Class A ordinary share of DIT"
A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.
Class B ordinary shares financial
"will be 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
"Class A Ordinary Shares will begin trading on the Nasdaq Capital Market"
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.
British Virgin Islands regulatory
"redomicile of the Company to the British Virgin Islands (the “BVI”)"
Understanding 8-K Material Events →
false 0001631282 0001631282 2026-04-14 2026-04-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 14, 2026

 

DATASEA INC.
(Exact name of registrant as specified in its charter)

 

Nevada   001-38767   45-2019013
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

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) (Zip Code)

 

Registrant’s telephone number, including area code: (+86) 10-56145240

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.001 par value per share   DTSS   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events

 

On April 14, 2026, Datasea Inc. (the “Company” or “Datasea”) announced that the redomicile of the Company to the British Virgin Islands (the “BVI”) through a merger between the Company and Datasea Intelligent Technology Ltd. (“DIT”), a business company incorporated under the laws of the BVI and a wholly-owned subsidiary of the Company, is set to become effective on April 15, 2026 (the “Redomicile Merger”).

 

Upon completion of the Redomicile Merger, each one (1) share of the Company’s common stock, $0.001 par value per share, held by stockholders immediately prior to the effective time will be converted into the right to receive one (1) Class A ordinary share of DIT with no par value (“Class A Ordinary Shares”), 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 effective time will be converted into 2,000,000 Class B ordinary shares of DIT with no par value, respectively. Datasea will cease to exist, and DIT will become the surviving company upon the effective date.

 

On April 15, 2026, DIT Class A Ordinary Shares will begin trading on the Nasdaq Capital Market under the trading symbol “DTSS”, the same symbol as the common stock of the Company. The CUSIP number for DIT Class A Ordinary Shares is G2659M104.

 

1

 

 

SIGNATURE

 

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.

 

Dated: April 14, 2026 Datasea Inc.
     
  By: /s/ Zhixin Liu
  Name:  Zhixin Liu
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What corporate change did Datasea Inc. (DTSS) announce in this filing?

Datasea Inc. announced it will redomicile to the British Virgin Islands via a merger with its wholly owned BVI subsidiary, Datasea Intelligent Technology Ltd., effective April 15, 2026. The original Nevada entity will cease to exist and DIT will become the surviving company.

How will Datasea (DTSS) shares convert in the redomicile merger?

Each existing share of Datasea common stock, $0.001 par value, will convert into the right to receive one Class A ordinary share of Datasea Intelligent Technology Ltd. with no par value. This maintains a one-for-one share relationship for ordinary public shareholders through the redomicile.

What happens to shares held by Zhixin Liu and Fu Liu in Datasea (DTSS)?

The filing states that the 2,000,000 Datasea common shares held by each of Zhixin Liu and Fu Liu will convert into 2,000,000 Class B ordinary shares of Datasea Intelligent Technology Ltd. These Class B ordinary shares have no par value, though specific rights are not described in this document.

Will Datasea Intelligent Technology Ltd. (DTSS) remain listed on Nasdaq after redomiciling?

Yes. The filing states DIT Class A ordinary shares will begin trading on the Nasdaq Capital Market on April 15, 2026, under the same trading symbol “DTSS.” This indicates continuity of the listing through the redomicile transaction to the British Virgin Islands.

What is the new CUSIP for Datasea Intelligent Technology Ltd. Class A shares?

The CUSIP number for Datasea Intelligent Technology Ltd. Class A ordinary shares is G2659M104. This new identifier applies to the BVI company’s Class A shares that public holders receive in exchange for each share of Datasea Inc. common stock in the redomicile merger.

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