蓝帽子美股招股说明书(2022-10-14版)

424B5 1 e4139424b5.htm FORM 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-249056 Prospectus Supplement(To Prospectus Dated October 6, 2020) BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY Up to US$1,705,000 Ordinary SharesIssuable upon the conversion of6% Convertible Note Due January 14, 2024 Pursuant to this prospectus supplement and the accompanying prospectus, we are offering, from time to time, the Ordinary Shares of the Company, par value 0.001, for an aggregate offering price of US$1,550,000, issuable upon the conversion of US$1,705,000 principal amount of 6% convertible note due January 14, 2024 (the “Note”) and interest accrued thereon to Streeterville Capital, LLC (the “Investor”). The Note was purchased by the Investor from us pursuant to a securities purchase agreement on October 14, 2022. The Note has a principal amount of US$1,705,000 (the “Principal”) and bears a simple interest rate that equals to six percent (6%) per annum, payable after the Purchase Price Date (as defined in the Note), unless earlier prepaid, or converted. The Note has a conversion price (the “Conversion Price”) equal to eighty percent (80%) of the lowest daily VWAP (the dollar volume-weighted average price for ordinary shares on the Nasdaq Capital Market) during the ten (10) consecutive trading days immediately preceding the conversion date or other date of determination, but not lower than US$0.70 per Ordinary Share or any reset lowest price as applicable (the “Floor Price”). If the daily VWAP is less than the initial Floor Price for more than 15 trading days during any 20 consecutive trading day period, then the initial Floor Price will be reduced to seventy-five percent (75%) of closing bid price of the same day. The Principal and the interest payable under the Note will become due and payable fifteen (15) months after the Purchase Price Date (the “Maturity Date”), unless earlier converted or prepaid by us. At any time from the Purchase Price Date until the Outstanding Balance (as defined in the Note) has been paid in full, the Investor may convert the Note at their option into our Ordinary Shares at the Conversion Price, provided that, in no event shall the Conversion Price be less than the Floor Price. We have the right, but not the obligation, to prepay (“Optional Prepayment”) a portion or all amounts outstanding under the Note prior to the Maturity Date at a cash price equal to 115% of the outstanding Principal balance to be prepaid and plus accrued and unpaid interest, and we provide the holder of the Note not less than ten (10) business days’ prior written notice of our desire to exercise an Optional Prepayment. For a more detailed description of the Ordinary Shares and the Note, see the section entitled “The Offering” on page S-4. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “BHAT.” On October 13, 2022, the closing price of the Ordinary Shares on the Nasdaq Capital Market was US$1.06 per Ordinary Shares. The aggregate market value of our ordinary shares held by non-affiliates was approximately $16.54 million, based on 8,070,538 ordinary shares held by non-affiliates (out of 9,479,948 ordinary shares issued and outstanding) on October 13, 2022, and a per ordinary share price of $2.05 based on the closing sale price of our ordinary shares on Nasdaq on August 16, 2022. During the prior 12 calendar month period that ends on and includes the date of this prospectus supplement, we issued and sold a total of $3.6 million of securities pursuant to General Instruction I.B.5. of Form F-3 and accordingly we may sell up to $1.9 million of our ordinary shares hereunder. We are a holding company incorporated in the Cayman Islands and are not a Chinese operating company. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our PRC subsidiaries, our variable interest entities, or the VIEs, and subsidiaries of VIEs in the People’s Republic of China. We operate and manage and receive the economic benefits of the VIEs and their subsidiaries’ business operations through certain contractual arrangements. Our ordinary shares are shares of an offshore holding company instead of shares of our subsidiaries or the VIEs in China. The VIE structure is used to replicate foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the VIEs and their subsidiaries. You will only invest in our holding company and will never directly hold equity interests in the VIEs and their subsidiaries. Because we do not directly hold equity interests in the VIEs and their subsidiaries, we are subject to risks and uncertainties of the interpretations and