As filed with the Securities and Exchange Commission on July 8, 2022

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Blue Hat Interactive Entertainment Technology

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

  7th Floor, Building C, No. 1010 Anling Road
Huli District, Xiamen, China 361009
86-592-228-0081		  
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Blue Hat Interactive Entertainment Technology 2020 Equity Incentive Plan

(Full title of the plans)

 

 

Elizabeth F. Chen, Esq.
Pryor Cashman LLP
7 Times Square
New York, New York 10036
(212) 326-0199

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐   Accelerated filer   ☐
       
Non-accelerated filer   ☒   Smaller reporting company   ☒
       
        Emerging growth company   ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 
 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

* The documents containing the information specified in this Part I of Form S-8 (plan information and registration information and employee plan annual information) will be sent or given to employees as specified by the Securities and Exchange Commission (the “Commission”) pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this registration statement (this “Registration Statement”) or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b), and will include the address and telephone number to which the request is to be directed.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement:

 

  (a)

The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Commission on May 16, 2022, containing the Registrant’s audited consolidated financial statements for the years ended December 31, 2021, December 31, 2020 and December 31, 2019.

 

 

  (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 20-F referred to in (a) above (other than portions of those documents furnished or not otherwise deemed to be filed).  

 

  (c) The description of the Registrant’s Ordinary Shares contained in the Registrant’s registration statement on Form F-1 filed with the Commission on March 4, 2019, as amended, and any amendments or reports filed with the Commission for the purpose of updating such description.  

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all of the securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing such documents.

 

 
 

 

Item 4. Description of Securities.

 

Not applicable

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable

 

Item 6. Indemnification of Directors and Officers.

 

Our amended and restated memorandum and articles of association empower us to indemnify our directors and officers against certain liabilities they incur by reason of their being a director or officer of our company.

 

We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

 

We have also obtained directors and officer liability insurance coverage that cover certain liabilities of directors and officers of our company arising out of claims based on acts or omissions in their capacities as directors or officers.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

 
 

 

Item 8. Exhibits.

 

The following exhibits are filed as part of this Registration Statement:

 

Exhibit
Number		   Description of Document
   
4.1   Blue Hat Interactive Entertainment Technology 2020 Equity Incentive Plan dated November 3, 2020 (incorporated by reference to Exhibit 99.1 of our Form 6-K (File No. 001-39001) filed with the Securities and Exchange Commission on November 16, 2020).
     
5.1*   Opinion of Campbells, with respect to the legality of the securities being registered
     
23.1*   Consent of JLKZ CPA LLP, an independent registered public accounting firm
     
23.2*   Consent of Audit Alliance LLP, an independent registered public accounting firm
     
23.3*   Consent of Campbells (included in the opinion filed as Exhibit 5.1)
     
24.1*   Power of Attorney of the directors of the Registrant (contained in the signature pages hereto)
     
107*   Filing Fee Table

 

* Filed herewith.

 

Item 9. Undertakings.

 

(a)The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement which shall include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Xiamen, China on July 8, 2022.

 

  Blue Hat Interactive Entertainment Technology
     
     
  By: /s/ Xiaodong Chen
    Xiaodong Chen
    Chief Executive Officer

 

Each of the undersigned members of the board of directors of the Registrant, hereby severally constitutes and appoints Xiaodong Chen as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures Title Date
     
/s/ Xiaodong Chen    
Xiaodong Chen Chief Executive Officer and Director (Principal Executive Officer) July 8, 2022
     
/s/ Caifan He    
Caifan He Chief Financial Officer and Director (Principal Financial and Accounting Officer) July 8, 2022
     
/s/ Jianyong Cai    
Jianyong Cai Chief Technology Officer and Director July 8, 2022
     
/s/ Qinyi Fu    
Qinyi Fu Director July 8, 2022
     
/s/ Jun Ouyang    
Jun Ouyang Director  July 8, 2022
     
/s/ Huibin Shen    
Huibin Shen Director July 8, 2022
     
/s/ Can Su    
Can Su Director July 8, 2022

 

 
 

 

Signature of Authorized U.S. Representative of Registrant

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Blue Hat Interactive Entertainment Technology, has signed this Registration Statement on July 8, 2022.

 

    Pryor Cashman LLP
     
  By: /s/ Elizabeth Chen
    Name: Elizabeth Chen
    Title: Partner

 

 

 

 

 

 

 

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