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Datasea Intelligent Technology (DTSS) restructures CEO share holdings

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Datasea Intelligent Technology Ltd. director and CEO Liu Zhixin reported several equity compensation and share-reclassification transactions. On April 16, 2026, 2,000,000 shares of Datasea common stock held by Liu were converted into 2,000,000 Class B ordinary shares, and the remaining common shares were converted into an equal number of Class A ordinary shares in connection with a merger.

Earlier awards include 842,936 shares of restricted common stock granted as consideration for three software copyrights, and additional common stock issued as compensation in lieu of cash and as payment of accrued salary. Following the April 16, 2026 disposition to the issuer, Liu held 1,283,274 Class A/common shares directly, alongside the 2,000,000 Class B ordinary shares.

Positive

  • None.

Negative

  • None.
Insider Liu Zhixin
Role CEO
Type Security Shares Price Value
Disposition Common Stock/Class A Ordinary Share 2,000,000 $1.07 $2.14M
Grant/Award Class B Ordinary Share 2,000,000 $1.07 $2.14M
Grant/Award Common Stock 150,000 $0.83 $125K
Grant/Award Common Stock 842,936 $1.27 $1.07M
Grant/Award Common Stock 45,000 $1.92 $86K
Grant/Award Common Stock 15,522 $1.92 $30K
Holdings After Transaction: Common Stock/Class A Ordinary Share — 1,283,274 shares (Direct, null); Class B Ordinary Share — 2,000,000 shares (Direct, null); Common Stock — 3,283,274 shares (Direct, null)
Footnotes (1)
  1. The Reporting Person was issued shares of the common stock, par value $0.001 per share (the "Common Stock") of Datasea Inc. ("Datasea"), the predecessor of the Issuer, as compensation in lieu of cash. The Reporting Person was issued shares of the Common Stock of Datasea as payment of accrued and unpaid salary. On November 20, 2025, Datasea entered into an intellectual property purchase agreement with Ms. Zhixin Liu, pursuant to which Ms. Zhixin Liu transferred to the Company three intangible assets (software copyrights). Datasea decided to grant Ms. Zhixin Liu 842,936 shares of restricted Common Stock as consideration for such purchase. Effective on April 16, 2026, Datasea merged with and into the Issuer, with the Issuer as the surviving company. Upon the merger, 2,000,000 shares of the Common Stock held by the Reporting Person were converted into 2,000,000 class B ordinary shares, with no par value, of the Issuer (the "Class B Ordinary Shares"). The remaining Common Stock held by the Reporting Person were converted into an equal number of the class A ordinary shares, with no par value, of the Issuer (the "Class A Ordinary Shares").
Class B shares received 2,000,000 Class B ordinary shares Converted from common stock effective April 16, 2026
Class A/common shares after disposition 1,283,274 shares Direct holdings following April 16, 2026 disposition to issuer
IP consideration grant 842,936 restricted common shares Granted as consideration for three software copyrights on November 20, 2025
January 2026 stock award 150,000 common shares at $0.83 Grant/award acquisition on January 5, 2026
October 17, 2025 award 1 15,522 common shares at $1.92 Grant/award acquisition on October 17, 2025
October 17, 2025 award 2 45,000 common shares at $1.92 Grant/award acquisition on October 17, 2025
Disposition to issuer 2,000,000 common/Class A shares at $1.07 Issuer disposition recorded on April 16, 2026
restricted Common Stock financial
"Datasea decided to grant Ms. Zhixin Liu 842,936 shares of restricted Common Stock as consideration"
Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.
intellectual property purchase agreement financial
"Datasea entered into an intellectual property purchase agreement with Ms. Zhixin Liu"
Class B Ordinary Shares financial
"were converted into 2,000,000 class B ordinary shares, with no par value, of the Issuer"
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.
Disposition to issuer financial
"transaction_action":"issuer disposition","transaction_code_description":"Disposition to issuer""
compensation in lieu of cash financial
"issued shares of the common stock ... as compensation in lieu of cash"
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Liu Zhixin

(Last)(First)(Middle)
ROOM 302-5, BUILDING C, GEMDALE VISEEN
INTERNATIONAL CENTER, NO.5 SHENGFANG RD

(Street)
DAXING DISTRICT, BEIJING100176

(City)(State)(Zip)

CHINA

(Country)
2. Issuer Name and Ticker or Trading Symbol
Datasea Intelligent Technology Ltd. [ DTSS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/17/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/17/2025A45,000(1)A$1.922,274,816D
Common Stock10/17/2025A15,522(2)A$1.922,290,338D
Common Stock11/25/2025A842,936(3)A$1.273,133,274D
Common Stock01/05/2026A150,000(1)A$0.833,283,274D
Common Stock/Class A Ordinary Share04/16/2026D2,000,000(4)D$1.071,283,274D
Class B Ordinary Share04/16/2026A2,000,000(4)A$1.072,000,000D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Reporting Person was issued shares of the common stock, par value $0.001 per share (the "Common Stock") of Datasea Inc. ("Datasea"), the predecessor of the Issuer, as compensation in lieu of cash.
2. The Reporting Person was issued shares of the Common Stock of Datasea as payment of accrued and unpaid salary.
3. On November 20, 2025, Datasea entered into an intellectual property purchase agreement with Ms. Zhixin Liu, pursuant to which Ms. Zhixin Liu transferred to the Company three intangible assets (software copyrights). Datasea decided to grant Ms. Zhixin Liu 842,936 shares of restricted Common Stock as consideration for such purchase.
4. Effective on April 16, 2026, Datasea merged with and into the Issuer, with the Issuer as the surviving company. Upon the merger, 2,000,000 shares of the Common Stock held by the Reporting Person were converted into 2,000,000 class B ordinary shares, with no par value, of the Issuer (the "Class B Ordinary Shares"). The remaining Common Stock held by the Reporting Person were converted into an equal number of the class A ordinary shares, with no par value, of the Issuer (the "Class A Ordinary Shares").
/s/ Zhixin Liu05/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Datasea (DTSS) CEO Liu Zhixin report in this Form 4?

Liu Zhixin reported equity compensation grants and a share reclassification. Transactions include multiple common stock awards and an April 16, 2026 conversion of 2,000,000 common shares into 2,000,000 Class B ordinary shares as part of a merger-related restructuring.

How many Class B ordinary shares of Datasea Intelligent Technology Ltd. does the CEO now hold?

After the April 16, 2026 merger, Liu Zhixin holds 2,000,000 Class B ordinary shares. These were created by converting 2,000,000 Datasea common shares into Class B ordinary shares of the surviving issuer in the merger transaction.

What is Liu Zhixin’s Class A/common share ownership in Datasea (DTSS) after these transactions?

Following the April 16, 2026 disposition to the issuer, Liu Zhixin directly holds 1,283,274 Class A/common shares. This figure reflects the remaining position after 2,000,000 common shares were converted and disposed to the issuer in the restructuring.

Were Datasea (DTSS) shares granted to Liu Zhixin as compensation instead of cash?

Yes. Footnotes state Liu Zhixin was issued common stock of Datasea as compensation in lieu of cash and as payment of accrued and unpaid salary. These stock grants function as non-cash compensation awards during the reported periods.

Why was Liu Zhixin granted 842,936 restricted Datasea common shares?

On November 20, 2025, Datasea agreed to purchase three software copyright assets from Liu Zhixin. As consideration, the company decided to grant 842,936 shares of restricted common stock, compensating her with equity instead of cash for the intangible assets.

Did Datasea (DTSS) CEO Liu Zhixin conduct any open-market stock purchases or sales in this filing?

No open-market purchases or sales are shown. The filing reflects stock grants, compensation in shares, an intellectual property consideration grant, and a merger-related conversion and disposition to the issuer, rather than market trading activity.