蓝帽子美股招股说明书(2021-05-10版)

424B3 1 e2723_424b3.htm 424B3 Filed Pursuant to Rule 424B3File No. 333-255391 PROSPECTUS 3,938,000 Ordinary Shares underlying Warrants This prospectus relates to the offer and sale of up to 3,938,000 ordinary shares, par value $0.001 per share, of Blue Hat Interactive Entertainment Technology, a Cayman Islands corporation, issuable upon exercise of certain warrants currently held by such selling shareholders as follows: (i) 3,580,000 ordinary shares underlying 3,580,000 warrants issued to the selling shareholders on February 3, 2021 and (ii) 358,000 ordinary shares underlying the placement agent warrants issued in connection with the private placement of the ordinary shares on February 3, 2021. The warrants are exercisable for one ordinary share at an initial exercise price of $1.33 per share. This prospectus covers any additional ordinary share that may become issuable by reason of stock splits, stock dividends, and other events described therein. The selling shareholders may offer their shares from time to time directly or through one or more underwriters, broker-dealers or agents, in the over-the-counter market at market prices prevailing at the time of sale, in one or more privately negotiated transactions at prices acceptable to the selling shareholder, or otherwise, so long as our ordinary shares are trading on the Nasdaq Capital Market or the OTCQB, and if they are not trading on the OTCQB, OTCQX or a listed exchange, sales may only take place at fixed prices. We are registering these ordinary shares for resale by the selling shareholders named in this prospectus, or their transferees, pledgees, donees or assigns or other successors-in-interest that receive any of the shares as a gift, distribution, or other non-sale related transfer. We will not receive any proceeds from the sale of shares by the selling shareholders. These shares are being registered to permit the selling shareholders to sell shares from time to time, in amounts, at prices and on terms determined at the time of offering. The selling shareholders may sell these ordinary shares through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution.” In connection with any sales of the ordinary shares offered hereunder, the selling shareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We will pay the expenses related to the registration of the shares covered by this prospectus. The selling shareholders will pay any commissions and selling expenses they may incur. Our ordinary shares trade on the Nasdaq Capital Market under the symbol “BHAT”. The closing sale price on the Nasdaq Capital Market on April 27, 2021, was $1.18 per share. Our principal executive offices are located at 7th Floor, Building C, No. 1010 Anling Road, Huli District, Xiamen, China 361009. Investing in our ordinary shares involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our ordinary shares in “Risk Factors” beginning on page 13 of this prospectus and in the documents incorporated by reference in this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is May 6, 2021. TABLE OF CONTENTS PageProspectus Summary1Summary Consolidated Financial and Operating Data11Risk Factors13Special Note Regarding Forward-Looking Statements13Industry and Market Data14Use of Proceeds15Capitalization15Dividend Policy16Exchange Rate Information16Operating and Financial Review and Prospects16Corporate History and Structure17Business22Management47Principal Shareholders51Related Party Transactions52Description of Share Capital and Governing Documents53Description of Ordinary Shares53Material Income Tax Considerations67Selling Shareholders71Plan of Distribution72Expenses Related of this Offering74Legal Matters74Experts74Enforcement of Liabilities74Where You Can Find Additional Information76Incorporation of Certain Information by Reference76i We are responsible for the information contained in this prospectus, in the documents incorporated herein by reference and any free writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give