Liu Fu 4

What Happened

• Liu Fu (reporting person, identified as a 10% owner) received multiple grants/awards of ordinary shares between Oct 17, 2025 and Jan 5, 2026, and on Apr 16, 2026 converted 2,000,000 existing shares into Class B ordinary shares as part of a merger.
• Grant/acquisition details: 30,000 @ $1.92 ($57,600), 16,557 @ $1.92 ($31,789), 533,504 @ $1.27 ($677,550), 150,000 @ $0.83 ($124,500), and 2,000,000 @ $1.07 ($2,140,000). The five acquisitions total 2,730,061 shares with a combined notional value of ~$3,031,439. On Apr 16, 2026 there is also a disposition-to-issuer of 2,000,000 shares reported at $1.07 ($2,140,000) tied to the merger conversion.
• These were mostly stock awards/consideration (acquisitions = A), not open-market purchases; the Apr 16 entries reflect a conversion/disposition into newly issued Class B ordinary shares (not a cash sale).

Key Details

• Transaction dates & prices:
  • 2025-10-17: 30,000 @ $1.92 and 16,557 @ $1.92 (awards/compensation)
  • 2025-11-25: 533,504 @ $1.27 (consideration for IP transfer)
  • 2026-01-05: 150,000 @ $0.83 (award)
  • 2026-04-16: disposition of 2,000,000 @ $1.07 and concurrent acquisition of 2,000,000 Class B shares @ $1.07 (merger conversion)
• Total awarded/acquired: 2,730,061 shares; total reported consideration for acquisitions ≈ $3,031,439. Disposition to issuer: 2,000,000 shares ($2,140,000) tied to conversion.
• Shares owned after transaction: the Form 4 does not state the reporting person’s total post-transaction holding in the filing provided.
• Notable footnotes:
  • F1/F2: Some shares issued as compensation in lieu of cash or unpaid salary.
  • F3: 533,504 shares issued as consideration for an intellectual property purchase.
  • F4: On Apr 16, 2026 Datasea merged into the issuer; certain Common Stock converted into Class B (2,000,000) and remaining into Class A shares.
• Filing timeliness: The Form 4 was filed June 3, 2026 covering transactions back to Oct 17, 2025 — this appears late (marked L). Late filings can delay public visibility of insider activity but do not by themselves indicate wrongdoing.

Context

• These transactions are primarily awards/consideration and a merger-related conversion for a 10% owner—meaning they reflect compensation, IP purchase consideration, and structural share conversion rather than routine open-market buying or selling.
• For retail investors, award/grant entries usually reflect compensation or corporate transactions (IP purchase, merger) rather than a straightforward bullish personal purchase; the Apr 16 conversion simply reclassifies existing holdings into new share classes after the merger.