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
Page 2     1, 2023 Page 2
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
Page 3     1, 2023 Page 3
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