蓝帽子美股招股说明书(2026-02-23版)

Filed pursuant to Rule 424(b)(4)Registration No.: 333-293313 32,000,000 Units, Each Unit Consisting of One Ordinary Share and One Warrant toPurchase One Ordinary Share Up to 128,000,000Ordinary Shares underlying the Warrants (which includes a zero exercise price option) Blue Hat Interactive Entertainment Technology This is a firm commitment public offering of 32,000,000 units (“Units”), each Unit consisting of one share of our ordinary shares, parvalue $0.0000001 per share (“Ordinary Shares”) and one Warrant (each, a “Warrant”) to purchase one Ordinary Share, at the publicoffering price of $0.20 per Unit. Blue Hat Interactive Entertainment Technology (“Blue Hat”, or the “Company”) is a Cayman Islandsholding company with operations primarily conducted by our subsidiaries established in the People’s Republic of China (“PRC” or“China”). Therefore, the investors are buying shares of a Cayman Islands holding company and you will not hold any interests of ourChinese operating companies. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. Each Warrant will be immediatelyexercisable upon issuance, subject to certain beneficial ownership limitations, at an initial exercise price of $0.20 per Ordinary Share(the “initial Exercise Price”) and will expire one (1) year after the issuance date. Subject to certain conditions, the exercise price for theWarrants will be adjusted downward on each of the 2ndand 5thtrading day following the closing of this offering (each, a “ResetDate”) to the price that is equal to 70% and 50%, respectively, of the initial exercise price (each, a “Reset Price”), provided that theReset Price is less than the exercise price then in effect (and subject to the applicable floor price, as explained at the end of the nextparagraph) and the number of Ordinary Shares underlying the Warrants will be proportionally increased, so that the applicable ResetPrice multiplied by the increased number of Ordinary Shares equal the aggregate proceeds that would have resulted from the fullexercise of the Warrants immediately prior to the applicable Reset Date. The Warrants also contain certain mechanisms for cashlessexercise, including a zero cash exercise option pursuant to which holders of the Warrants have the option, upon exercise and for noadditional cash consideration, to receive an aggregate number of Ordinary Shares equal to the product of (x) the aggregate number ofOrdinary Shares that would be issuable upon a cash exercise of the Warrant and (y) 2. Accordingly, we believe it is highly unlikely thata holder of the Warrants would pay an exercise price in cash to receive one Ordinary Share underlying the Warrant when the holdercould instead choose the zero cash exercise option and pay no cash to receive more Ordinary Shares than they would receive if theypaid the exercise price. As a result, we will likely not receive any additional funds and do not expect to receive any additional fundsupon the exercise of the Warrants.Please see the section of this prospectus entitled “Description of the Securities we are Offering” forfurther information. For each Unit that an investor purchases in this offering at the offering price of $0.20 per Unit, the investor will receive one OrdinaryShare and one Warrant to purchase one Ordinary Share at an exercise price of $0.20 per Ordinary Share. Giving effect solely to theadjustment on the first Reset Date and not giving effect to the zero cash exercise option, on the first Reset Date, the Warrantspurchased by the investors will become exercisable for a maximum of 45,714,285 Ordinary Shares at an exercise price of $0.14 perOrdinary Share. If such Warrant is then exercised at such time based on the zero cash exercise option, the Warrants would beexercisable into 91,428,570 Ordinary Shares. If the Warrants remain outstanding as of the second Reset Date, giving effect solely tothe potential adjustment on the second Reset Date and not giving effect to the zero cash exercise option, on the second Reset Date, theWarrants will become exercisable for a maximum of 64,000,000 Ordinary Shares at an exercise price of $0.10 per Ordinary Share. Ifsuch Warrants are then exercised at such time based on the zero cash exercise option, the Warrants would be exercisable into128,000,000 Ordinary Shares. Accordingly, if all of the Warrants offered to investors in this offering are exercised on a zero cash basis,a maximum of 128,000,000 shares could be issued upon such zero cash exercise, without payment to the Company of any additionalcash. In addition, we have granted the Underwriter (as defined below) an option exercisable within 15 days after the date of thisprospectus to purchase from us up to 4,800,000 additional Units, which includes up to 4,800,000 additional Ordinary Share, and/or upto 4,800,000 Warrants each to purchase one Ordinary Share, or any combination thereof, to cover over-allotments, if any. If theUnderwriter’s over-allotment