United States securities and exchange commission logo
November 1, 2023
Xiaodong Chen
Chief Executive Officer
Blue Hat Interactive Entertainment Technology
7th Floor, Building C, No. 1010 Anling Road
Huli District, Xiamen, China 361009
Re: Blue Hat
Interactive Entertainment Technology
Registration
Statement on Form F-3
Filed October 6,
2023
File No. 333-274893
Dear Xiaodong Chen:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
Cayman Islands holding company with operations conducted by
your subsidiaries based
in China and that this structure involves unique risks to
investors. Provide a
cross-reference to your detailed discussion of risks facing the
company and the
offering as a result of this structure.
2. Clearly disclose how
you will refer to the holding company, subsidiaries, and other
entities when providing
the disclosure throughout the document so that it is clear to
investors which entity
the disclosure is referencing and which subsidiaries or entities are
conducting the business
operations. Refrain from using terms such as we or our when
describing activities
or functions of a subsidiary or other entity. For example, disclose, if
true, that your
subsidiaries and/or other entities conduct operations in China, that the other
entity is consolidated
for accounting purposes but is not an entity in which you own
Xiaodong Chen
FirstName LastNameXiaodong Chen
Blue Hat Interactive Entertainment Technology
Comapany 1,
November NameBlue
2023 Hat Interactive Entertainment Technology
November
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FirstName LastName
equity, and that the holding company does not conduct operations.
Disclose clearly the
entity (including the domicile) in which investors are purchasing an
interest.
3. Provide a description of how cash is transferred through your
organization and disclose
your intentions to distribute earnings or settle amounts owed under
applicable agreements.
State whether any transfers, dividends, or distributions have been
made to date between
the holding company, its subsidiaries, and consolidated entities, or
to investors, and
quantify the amounts where applicable.
Prospectus Summary, page 1
4. In your summary of risk factors, disclose the risks that your
corporate structure and being
based in or having the majority of the company s operations in China
poses to investors.
In particular, describe the significant regulatory, liquidity, and
enforcement risks with
cross-references to the more detailed discussion of these risks in the
prospectus. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules and
regulations in
China can change quickly with little advance notice; and the risk that
the Chinese
government may intervene or influence your operations at any time, or
may exert more
control over offerings conducted overseas and/or foreign investment in
China-based
issuers, which could result in a material change in your operations
and/or the value of the
securities you are registering for sale. Acknowledge any risks that
any actions by the
Chinese government to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investment in China-based issuers could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
5. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve your or your subsidiaries operations, and state
affirmatively whether
you have received all requisite permissions or approvals and whether
any permissions or
approvals have been denied. Please also describe the consequences to
you and your
investors if you or your subsidiaries: (i) do not receive or maintain
such permissions or
approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and
you are required to
obtain such permissions or approvals in the future.
6. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
your operating
structure. Quantify any cash flows and transfers of other assets by
type that have occurred
between the holding company and its subsidiaries, and direction of
transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding
company and which
Xiaodong Chen
FirstName LastNameXiaodong Chen
Blue Hat Interactive Entertainment Technology
Comapany 1,
November NameBlue
2023 Hat Interactive Entertainment Technology
November
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FirstName LastName
entity made such transfer, and their tax consequences. Similarly
quantify dividends or
distributions made to U.S. investors, the source, and their tax
consequences. Your
disclosure should make clear if no transfers, dividends, or
distributions have been made to
date. Describe any restrictions on foreign exchange and your ability
to transfer cash
between entities, across borders, and to U.S. investors. Describe any
restrictions and
limitations on your ability to distribute earnings from the company,
including your
subsidiaries, to the parent company and U.S. investors as well as the
ability to settle
amounts owed under applicable agreements.
Risk Factors, page 8
7. Given the significant oversight and discretion of the government of
the People s Republic
of China (PRC) over the operations of your business, please describe
any material impact
that intervention or control by the PRC government has or may have on
your business or
on the value of your securities. We remind you that, pursuant to
federal securities rules,
the term control (including the terms controlling,
controlled by, and under
common control with ) means the possession, direct or indirect,
of the power to direct or
cause the direction of the management and policies of a person,
whether through the
ownership of voting securities, by contract, or otherwise.
8. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your disclosure to explain how this oversight
impacts your
business and your offering and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date.
Incorporation of Certain Information by Reference, page 42
9. Please revise to provide the disclosure required by Item 6(b) of Form
F-3.
Exhibits
10. Please file the auditor's consent.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Gregory Herbers at 202-551-8028 or Evan Ewing at
202-551-5920 with
any questions.
Xiaodong Chen
Blue Hat Interactive Entertainment Technology
November 1, 2023
Page 4
Sincerely,
FirstName LastNameXiaodong Chen
Division of Corporation
Finance
Comapany NameBlue Hat Interactive Entertainment Technology
Office of Manufacturing
November 1, 2023 Page 4
cc: Elizabeth Fei Chen
FirstName LastName