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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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DATASEA INTELLIGENT TECHNOLOGY LTD. (Name of Issuer) |
Class A Ordinary Share, no par value (Title of Class of Securities) |
G2659M104 (CUSIP Number) |
Fu Liu
Room 302-5, Building C, Gemdale Viseen,, No. 5 Shengfang Rd.
Beijing, F4, 102699
86 10-58401996
Room 302-5, Building C, Gemdale Viseen,, No. 5 Shengfang Rd.
Beijing, F4, 102699
86 10-58401996
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/15/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | G2659M104 |
| 1 |
Name of reporting person
Fu Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
100,952,695.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
48.90 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Numbers in Rows (7), (9), and (11) represent voting power of 952,695 Class A ordinary shares, with no par value, of Datasea Intelligent Technology Ltd. (the "Company" or the "Issuer") (the "Class A Ordinary Shares") and 2,000,000 Class B ordinary shares, with no par value, of the Company (the "Class B Ordinary Shares")[HL2.1]. The Class B Ordinary Shares are convertible to Class A Ordinary Shares at any time on a one for one basis. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to fifty (50) votes.
(2) The beneficial ownership percentage in Row (13) is calculated based upon an aggregate of 6,447,153 Class A Ordinary Shares and 4,000,000 Class B Ordinary Shares issued and outstanding as of June 1, 2026, as provided by the Issuer. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Share, no par value | |
| (b) | Name of Issuer:
DATASEA INTELLIGENT TECHNOLOGY LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
Room 302-5, Building C, Gemdale Viseen, No. 5 Shengfang Rd., Beijing,
CHINA
, 102699. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("SC 13D/A") amends the Schedule 13D originally filed on June 16, 2023 (the "Original SC 13D"), which was filed under the CIK of Datasea Inc. ("Datasea"), prior to the merger of Datasea Inc. into the Company. The Original SC 13D is hereby amended and supplemented to the extent hereinafter expressly set forth. Except as amended hereby, the original disclosure set forth in the Original SC 13D shall remain unchanged. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Original SC 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This SC 13D/A is being filed by the following person ("Reporting Person"):
Mr. Fu Liu, a citizen of the People's Republic of China. Mr. Liu's principal business address is Room 302-5, Building C, Gemdale Viseen, No. 5 Shengfang Rd., Beijing, China, 102699. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Effective April 15, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and between Datasea Inc. ("Datasea") and the Company, Datasea merged with and into the Company, with the Company surviving the merger (the "Merger"). Upon effectiveness of the Merger, the 2,000,000 shares of Datasea common stock, par value US$0.001 per share (the "Common Stock"), held by Fu Liu immediately prior to the Merger were converted into 2,000,000 Class B Ordinary Shares of the Company, and each other share of Common Stock held by Fu Liu immediately prior to the Merger was converted into one Class A Ordinary Share of the Company. The Class B Ordinary Shares are convertible to Class A Ordinary Shares at any time on a one for one basis. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to fifty (50) votes. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 7 through 13 of the cover pages to this SC 13D/A is incorporated by reference herein. The percentage set forth in row 13 is based on an aggregate of 6,447,153 Class A Ordinary Shares and 4,000,000 Class B Ordinary Shares issued and outstanding as of June 1, 2026, as reported by the Issuer to the Reporting Person. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference. | |
| (b) | The information set forth in rows 7 through 13 of the cover pages to this SC 13D/A is incorporated by reference herein. The percentage set forth in row 13 is based on an aggregate of 6,447,153 Class A Ordinary Shares and 4,000,000 Class B Ordinary Shares issued and outstanding as of June 1, 2026, as reported by the Issuer to the Reporting Person. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference. | |
| (c) | The information set forth in rows 7 through 13 of the cover pages to this SC 13D/A is incorporated by reference herein. The percentage set forth in row 13 is based on an aggregate of 6,447,153 Class A Ordinary Shares and 4,000,000 Class B Ordinary Shares issued and outstanding as of June 1, 2026, as reported by the Issuer to the Reporting Person. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 hereof is incorporated by reference in its entirety into this Item 6. Other than the relationship as set out in Item 4 hereof, there are no other contracts, arrangements, understandings, or relationships with respect to the Issuer's securities, among the Reporting Person. | ||
| Item 7. | Material to be Filed as Exhibits. | |
2.1 Form of the Merger Agreement and Plan of Merger by and between Datasea Inc. and the Company, incorporated herein by reference to Exhibit 2.1 of the Form F-4, as amended, initially filed on February 13, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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