Blue Hat Interactive Entertainment Technology — Major Shareholding Notification 2020

Feb 3, 2020

SC 13G 1 e1695_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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SCHEDULE 13G

(Amendment No.N/A)*

Under the Securities Exchange Act of 1934

Blue Hat Interactive Entertainment Technology

(Name of Issuer)

Ordinary shares, par value $0.001 per share

(Title of Class of Securities)

G1329V106

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[X] Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. G1329V106 — 1	NAME OF REPORTING PERSON Victory Hat Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 13,089,153*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 13,089,153*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,089,153*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 37.4%**
12	TYPE OF REPORTING PERSON CO

• Comprised of 13,089,153 ordinary shares of the Issuer held by Victory Hat Limited, a British Virgin Islands company wholly owned and controlled by Xiaodong Chen.

** Percentage ownership is based upon 35,000,000 ordinary shares of the Issuer issued and outstanding as of July 30, 2019, upon closing of the Issuer’s initial public offering, as reported in the Issuer’s Prospectus on Form 424(b)(4) filed with the Securities and Exchange Commission on July 29, 2019.

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CUSIP No. G1329V106 — 1	NAME OF REPORTING PERSON Xiaodong Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) []
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 14,034,684*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 14,034,684*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,034,684*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 40.1%**
12	TYPE OF REPORTING PERSON IN

• Comprised of 13,089,153 ordinary shares of the Issuer held by Victory Hat Limited, a British Virgin Islands company wholly owned and controlled by Xiaodong Chen, and 945,531 ordinary shares of the Issuer held by Beautiful Scenery Limited, a British Virgin Islands company wholly owned and controlled by Juanjuan Cai , the wife of Xiaodong Chen .

** Percentage ownership is based upon 35,000,000 ordinary shares of the Issuer issued and outstanding as of July 30, 2019, upon closing of the Issuer’s initial public offering, as reported in the Issuer’s Prospectus on Form 424(b)(4) filed with the Securities and Exchange Commission on July 29, 2019.

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Item 1(a). Name of Issuer:

Blue Hat Interactive Entertainment Technology

Item 1(b). Address of Issuer’s Principal Executive Offices:

7th Floor, Building C, No. 1010 Anling Road

Huli District, Xiamen, China 361009

Item 2(a). Name of Person Filing:

This Schedule 13G is filed by: Victory Hat Limited Xiaodong Chen

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each Reporting Person is: Vistra (BVI) Limited of Vistra Corporate Services Centre Wickhams Cay II, Road Town Tortola, VG1110, British Virgin Islands

Item 2(c). Citizenship:

Victory Hat Limited is a British Virgin Islands company

Xiaodong Chen is a citizen of China

Item 2(d). Title of Class of Securities:

Ordinary shares, par value $0.001 per share

Item 2(e). CUSIP Number:

G1329V106

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) [_] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

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(f) [_] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [_] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [_] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) [_] Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4. Ownership.

(a) Amount beneficially owned:

Victory Hat Limited: 13,089,153 shares

Xiaodong Chen: 14,034,684 shares

Victory Hat Limited, a British Virgin Islands company, beneficially owns 13,089,153 ordinary shares of the Issuer. Xiaodong Chen is the owner of Victory Hat Limited and holds voting and dispositive power over the ordinary shares held by Victory Hat Limited. Xiaodong Chen may be deemed to beneficially own 945,531 ordinary shares of the Issuer held by Beautiful Scenery Limited, a British Virgin Islands company wholly owned and controlled by Juanjuan Cai, the wife of Xiaodong Chen.

Xiaodong Chen disclaims beneficial ownership of the ordinary shares of the Issuer held in the name of Beautiful Scenery Limited.

(b) Percent of class:

Victory Hat Limited: 37.4%

Xiaodong Chen: 40.1%

Percentage ownership is based upon 35,000,000 ordinary shares of the Issuer issued and outstanding as of July 30, 2019, upon closing of the Issuer’s initial public offering, as reported in the Issuer’s Prospectus on Form 424(b)(4) filed with the Securities and Exchange Commission on July 29, 2019.

(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote:

Victory Hat Limited: 13,089,153 shares

Xiaodong Chen: 14,034,684 shares

(iii) Sole power to dispose or to direct the disposition of: 0

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(iv) Shared power to dispose or to direct the disposition of:

Victory Hat Limited: 13,089,153 shares

Xiaodong Chen: 14,034,684 shares

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

Not applicable.

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SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2020

Victory Hat Limited

By: /s/ Xiaodong Chen

Xiaodong Chen

Sole Director and Member

Xiaodong Chen

/s/ Xiaodong Chen

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LIST OF EXHIBITS

Exhibit No.	Description
A	Joint Filing Agreement

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EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of Blue Hat Interactive Entertainment Technology, a Cayman Islands company, and that this Agreement may be included as an exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 3, 2020.

Victory Hat Limited

By: /s/ Xiaodong Chen

Xiaodong Chen

Sole Director and Member

Xiaodong Chen

/s/ Xiaodong Chen

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