SEC Comment Letter for Blue Hat Interactive Entertainment Technology (BHAT, BHATF) (CIK 0001759136) (BHATF) — Mar 22, 2019
Blue Hat Interactive Entertainment Technology (BHAT, BHATF) (CIK 0001759136)
Date: March 22, 2019 · CIK: 0001759136 · Accession: 0000000000-19-005508
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-230051
Letter
March 22, 2019 Xiaodong Chen Chief Executive Officer Blue Hat Interactive Entertainment Technology 7th Floor, Building C, No. 1010 Anling Road Huli District, Xiamen, China Re:Blue Hat Interactive Entertainment Technology Amendment No. 1 to Registration Statement on Form F-1 Filed March 18, 2019 File No. 333-230051 Dear Mr. Chen: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Amendment No. 1 to Form F-1 Description of Share Capital and Governing Documents, page 94 1.We note that Section 164 of your Amended and Restated Memorandum of Association includes a fee-shifting provision. Please include disclosure about the fee-shifting provision, including the following matters: (1) the types of actions subject to fee-shifting, including whether the company intends to apply the provision to claims under the federal securities laws; (2) the level of recovery required by the plaintiff to avoid payment; and (3) who is subject to the provision (e.g., former and current shareholders, legal counsel, expert witnesses) and who would be allowed to recover (e.g., company, directors, officers, affiliates).
FirstName LastNameXiaodong Chen Comapany NameBlue Hat Interactive Entertainment Technology March 22, 2019 Page 2 FirstName LastName Xiaodong Chen Blue Hat Interactive Entertainment Technology March 22, 2019 Page 2 In addition, add risk factor disclosure regarding how the provision could discourage shareholder lawsuits that might otherwise benefit the company and its shareholders. To the extent the provision applies to claims under the federal securities laws, clarify in the risk factor whether you intend to apply the fee-shifting provision to potential claims in the current offering. You may contact Heather Clark at 202-551-3624 or Melissa Raminpour at 202-551- 3379 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at 202-551-3324 or J. Nolan Mcwilliams at 202-551-3217 with any other questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure
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March 22, 2019
Xiaodong Chen
Chief Executive Officer
Blue Hat Interactive Entertainment Technology
7th Floor, Building C, No. 1010 Anling Road
Huli District, Xiamen, China
Re:Blue Hat Interactive Entertainment Technology
Amendment No. 1 to
Registration Statement on Form F-1
Filed March 18, 2019
File No. 333-230051
Dear Mr. Chen:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Form F-1
Description of Share Capital and Governing Documents, page 94
1.We note that Section 164 of your Amended and Restated Memorandum of Association
includes a fee-shifting provision. Please include disclosure about the fee-shifting
provision, including the following matters: (1) the types of actions subject to fee-shifting,
including whether the company intends to apply the provision to claims under the federal
securities laws; (2) the level of recovery required by the plaintiff to avoid payment; and
(3) who is subject to the provision (e.g., former and current shareholders, legal counsel,
expert witnesses) and who would be allowed to recover (e.g., company, directors, officers,
affiliates).
FirstName LastNameXiaodong Chen
Comapany NameBlue Hat Interactive Entertainment Technology
March 22, 2019 Page 2
FirstName LastName
Xiaodong Chen
Blue Hat Interactive Entertainment Technology
March 22, 2019
Page 2
In addition, add risk factor disclosure regarding how the provision could discourage
shareholder lawsuits that might otherwise benefit the company and its shareholders. To
the extent the provision applies to claims under the federal securities laws, clarify in the
risk factor whether you intend to apply the fee-shifting provision to potential claims in the
current offering.
You may contact Heather Clark at 202-551-3624 or Melissa Raminpour at 202-551-
3379 if you have questions regarding comments on the financial statements and related
matters. Please contact John Stickel at 202-551-3324 or J. Nolan Mcwilliams at 202-551-3217
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure