Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2024

 

Commission File Number 001-39001

 

Blue Hat Interactive Entertainment Technology 

 (Translation of registrant’s name into English)

 

7th Floor, Building C, No. 1010 Anling Road
Huli District, Xiamen, China 361009
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

 

 

Entry into a Material Definitive Agreement

 

On August 29, 2024, Blue Hat Interactive Entertainment Technology (“BHAT” or the “Company”) issued a press release announcing that on August 28, 2024, the Company has entered into a purchase agreement (the “Purchase Agreement”) with Macau Rongxin Precious Metals Technology Co., Ltd. (“Macau Rongxin”), a company registered in Macau with registration number: 86918(SO), pursuant to which Macau Rongxin has delivered to BHAT 1,000-kilogram (approximately 2,204.62 pounds) of gold. This Purchase Agreement and delivery follow the framework agreement BHAT and Macau Rongxin signed on October 26, 2023.

 

The purchase price of the gold Macau Rongxin delivered to BHAT is approximately $66.49 per gram, for a total purchase price of approximately $66.49 million. The Company is paying the purchase price to Macau Rongxin in cash, over multiple installments. The Company expects to use the purchased gold in the development and expansion of its gold supply chain business, providing gold to refineries, wholesalers, and retailers.

 

The closing of the purchase of gold according to the Purchase Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including BHAT’s testing of the quality of the gold delivered. The Purchase Agreement contains customary representations, warranties and covenants of the parties.

 

Forward Looking Statements

 

This communication contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this communication include, but are not limited to, the potential closing of the transaction described in this communication, the timing of such closing, the potential use of the proceeds, and the growth prospects of the Company. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control, which may cause the Company’s actual results, performance or achievements to differ materially from those in the forward-looking statements. The forward looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including in the Company’s Form 20-F for the year ended December 31, 2023, and in its subsequent filings with the SEC, copies of which are available on our website and on the SEC’s website at www.sec.gov. All information contained in this communication is based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any such information, except as required by law.

 

This Form 6-K and Exhibit 99.1 to this Form 6-K shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-274893), and shall be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished.

 

EXHIBIT INDEX

 

Exhibit Number		Exhibit Title
10.1		Purchase Agreement, dated August 28, 2024.
99.1		Press release issued by Blue Hat Interactive Entertainment Technology, dated August 29, 2024.

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 11, 2024

 

	BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY
	By:	/s/ Xiaodong Chen
		Name: Xiaodong Chen
		Title: Chief Executive Officer

  

 

 

 

 

Exhibit 10.1

 

Sales Agreement

 

Party A (seller):

 

Address：

 

Contact Person：

 

Contact phone number:

 

Party B (purchaser):

 

Address:

 

Contact Person:

 

Contact phone number:

 

According to the provisions of the Civil Code of the People’s Republic of China and relevant laws and regulations, Party A and Party B, based on the principles of voluntariness, equality and fairness, and through friendly consultation between the two parties, have reached the following agreement on the purchase of gold products from Party B to Party A, and have entered into the present agreement for mutual observance.

 

I. List of products purchased and sold

 

As mutually confirmed by Party A and Party B, the details of the gold products purchased by Party B are as follows:

 

Product	fineness	Weight (grams)	Unit price (yuan/gram)	Amount of goods (dollars)
gold bullion	99.99%
Total amount of goods： ¥ ，(Upper case) RMB yuan

 

II. Payment for goods and settlement of payments

 

1. Total amount of goods

 

Party A and Party B confirm that the total amount of the payment for this shipment is: ¥ （Upper case: RMB yuan） 。

 

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2. Delivery and payment of goods

 

Party B shall pay the payment for the goods to Party A in accordance with this Agreement, and the payment methods include but are not limited to stocks, accounts receivable and so on.

 

After Party B receives the goods delivered by Party A, Party B shall inspect the specification, weight and color of the goods, and Party B’s acceptance confirmation shall be deemed to have completed the delivery of the goods after acceptance.

 

III. Designation of bank accounts by the parties

 

1. Party A’s account information

 

Bank account name：

 

Bank account number：

 

Account opening bank:

 

2. Party B’s account information

 

Bank account name:

 

Bank account number：

 

Account opening bank:

 

IV. Product acceptance

 

When Party A delivers the goods, Party B accepts the gold products in accordance with this agreement. If there is any objection, it should be raised before signing the acceptance, and after Party B signs the acceptance, it is regarded as the products are accepted. If Party B refuses to accept the goods without reasonable reasons, it is regarded as Party B’s default. The total amount of goods and the total amount of payment shall be subject to the actual acceptance. If A and B disagree on the color and weight of the delivered goods, it is agreed that the National Jewelry and Jade Quality Supervision and Inspection Center will do a third-party inspection on the samples jointly designated by A and B, and the report issued by the inspection department shall be the final test result.

 

V. Changes to the agreement

 

During the term of the agreement, if either party undergoes a change of circumstances (including, but not limited to, merger, demerger, reorganization of assets, change of major shareholders or de facto controllers, deterioration of business conditions, change of ability to pay, etc.), the counterparty shall have the right to request it to provide the appropriate written materials for clarification, and may, depending on the circumstances, change the content of the agreement and enter into a supplemental agreement.

 

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VI. Dispute resolution

 

Both parties in the process of fulfillment of the agreement, such as the occurrence of disputes, can be resolved through consultation, the consultation fails, either party can be sued in the people’s court in the location of the Party.

 

VII. validity clause and others

 

1、This agreement shall come into effect on the date when the legal representatives of A and B sign and stamp the official seal.

 

2、This Agreement shall be executed in duplicate, one for each party, and shall have the same legal effect.

 

3、The correspondence, faxes, telephone recordings, email records, microblogging records and related “warehouse receipt”, “gold product acceptance confirmation”, etc. confirmed by both parties will be regarded as part of this agreement and have the effect of the agreement.

 

4、Understanding matters, both parties may sign a separate supplemental agreement by consensus; the supplemental agreement has the same legal effect as this agreement.

 

(No text below)

 

Attachment: Confirmation of Acceptance of Gold Products

 

Party A (stamp):

 

Legal representative (signature):

 

Date of signing:

 

Party B (stamp):

 

Legal representative (signature):

 

Date of signing:

 

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Attachment：

 

Gold Product Acceptance Confirmation

 

To:

 

We have received the gold products delivered by you according to the “No.”, the color of which is: , the total amount of kilograms (capitalized: kilograms).

 

We have counted and inspected the above gold products delivered by your company, and their varieties, colors, specifications, quantities, packaging, etc. are in full compliance with the agreement.

 

The aforesaid gold products were delivered to us by your company on , .

  

We hereby confirm.
	Company (official stamp):
	Legal representative (signature and stamp):
	Handler:
	Date:

 

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EXHIBIT 99.1

 

Blue Hat Announced Execution of $66.49 Million Gold Acquisition

 

Hong Kong, August 29^th, 2024 — Blue Hat Interactive Entertainment Technology (“BHAT” or the “Company”) (NASDAQ: BHAT) announced the execution of a 1,000-kilogram (approximately 2,204.62 pounds) gold delivery, officially marking the launch of its gold supply chain business. This delivery follows the framework agreement signed in October 2023 with Macau Rongxin Precious Metals Technology Co., Ltd. (“Macau Rongxin”), a company registered in Macau with registration number: 86918(SO).

 

The spot price for gold at the time of the October 2023 framework agreement was approximately $61.14 per gram, while the spot price for gold as of August 28, 2024 is approximately $80.61 per gram. The purchase price of the gold delivered to BHAT is approximately $66.49 per gram, for a total purchase price of approximately$66.49 million. This acquisition is a strategic move to develop a gold supply chain business. BHAT plans to leverage this gold in gold supply chain business, providing gold to refineries, wholesalers, and retailers, thereby generating revenue and establishing a robust presence in the gold business.

 

Chen Xiaodong, CEO of BHAT, commented, “The completion of this significant gold delivery represents a crucial advancement for BHAT in the bulk commodity trading sector. This milestone not only underscores our commitment to expanding our presence in the international market but also strengthens our financial position. We anticipate that this success will drive further growth and unlock additional opportunities for the Company.”

 

The Company believes that the proceeds from this delivery will enhance its financial flexibility, enabling further expansion within the precious metals market. BHAT remains focused on innovation and operational efficiency as it continues to explore new market opportunities to bolster its competitive standing.

 

Forward-Looking Statements:

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the Company’s SEC filings, including its Annual Report on Form 20-F. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements.

 

 

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