8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

July 11, 2024

Date of Report (Date of earliest event reported)

SMC Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-56558
(Commission File Number)	(IRS Employer Identification No.)

9170 Glades Road, Suite 150, Boca Raton, Florida, 33434

(Address of principal executive offices)

(360) 820-5973

(Registrant’s telephone number, including area code)

_________________________________________________

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	SMCE	OTC

ITEM 7.01 - REGULATION FD DISCLOSURE.

On July 11, 2024, SMC Entertainment, Inc. (“SMC” or the “Company”) issued a press release announcing that the Company retired an additional $436,884 of debt in the form of consulting fees and management conversion of accrued earnings. The Debt retirement will be reflected in the Company's third quarter 2024 financial statements.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Safe Harbor

This release may contain certain forward-looking statements regarding our prospective performance and strategies 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, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

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ITEM 9.01 EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 11, 2024

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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 hereunto duly authorized.

SMC Entertainment, Inc.
By:	/s/ Erik Blum
	Erik Blum, Chief Executive Officer

Date:  July 16, 2024

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EX-99.1

EXHIBIT 99.1

SMC Announces Retirement of Additional $436,884 of Debt Press Release | 07/11/2024

BOCA RATON, Fla., July 11, 2024 (GLOBE NEWSWIRE) -- SMC Entertainment, Inc. ("SMC" or the "Company") (OTC: SMCE), a versatile incubator company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies, is pleased to announce the retirement of an additional $436,884 of debt in the form of consulting fees and management conversion of accrued earnings (the “Debt”). The Debt retirement will be reflected in the Company's third quarter 2024 financial statements.

The Debt is comprised of $300,374 held by one of our non-affiliate debt holders. The balance of $136,500 is comprised of accrued consulting fees held by current insiders, and all of the Debt was converted to the Company’s common shares at $0.002 per share, for a total of 68,250,000. All share issuances are restricted in accordance with the Securities and Exchange Commission (“SEC”) Rule 144.

“We believe that the debt retirement and conversion of $136,500 in accrued consulting fees into restricted equity is further proof of management’s commitment to the Company. In light of SMC’s progress with the Chaintrade.AI acquisition and the developments at Fyniti, management felt that our stock is extremely undervalued. Our officers were presented with the opportunity to increase our equity position at these levels and chose to execute on it. I still consider the company to be extremely undervalued Management will continue to find ways to reduce SMC’s long-term debt, minimize shareholder dilution and increase shareholder value.”

About SMC: www.smceinc.com

SMC is a versatile holding company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies. SMC's multi-discipline growth by acquisition approach is to enhance revenues and shareholder equity.

About Chaintrade: www.chaintrade.ai

Chaintrade LTD is a UK Registered Entity and is affiliated with Red Matter Capital LTD, a registered financial service company, with its subsidiary licensed under a securities trading license granted by the Montenegro Capital Market Authority (CMA) Authorized by the law on capital markets by the government of Montenegro.

Fyniti Global Equities EBT Inc. ("Fyniti")

Fyniti, SMC's wholly owned subsidiary. Fyniti (www.fyniti.com, www.fynitiiq.com) is a Fintech developer and provider of technologies that combine Artificial Intelligence/Machine Learning (AI/ML) driven quantitative investing (IQ Engine) with AI-enabled wealth management Electronic Block Trading ("EBT") technology. Fyniti's EBT platform is focused on democratizing Basket Trading and maximizing Tax Loss Harvesting. To that end, Fyniti's development efforts are focused on those two components.

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Press Release Contact:

Erik Blum,

Chief Executive Officer

SMC Entertainment, Inc.

360-820-5973

Safe Harbor Statement

Some of the statements in this press release may be forward-looking statements or statements of future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third-party. Therefore, in no case whatsoever will the Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or any related damages.

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XML

Cover	Jul. 11, 2024
Cover [Abstract]
Entity Registrant Name	SMC Entertainment, Inc.
Entity Central Index Key	0001497230
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Jul. 11, 2024
Entity Ex Transition Period	false
Entity File Number	000-56558
Entity Incorporation State Country Code	NV
Entity Address Address Line 1	9170 Glades Road
Entity Address Address Line 2	Suite 150
Entity Address City Or Town	Boca Raton
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33434
City Area Code	360
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	820-5973
Security 12b Title	Common
Trading Symbol	SMCE