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
June 17, 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 June 17, 2024, SMC Entertainment, Inc. (“SMC” or the “Company”) issued a press release announcing that the Company retired a total of $442,875 of debt, consisting of $360,875 held by two previous consultants, and $82,000 in accrued consulting fees owed to our CEO, Erik Blum, which he converted to 60,740,740 of the Company’s common shares at $0.00135 per share-. The total number of common shares now held by our CEO has increased to 284,970,470, which the Company believes demonstrates management’s commitment to the Company. The Debt retirement will be reflected in the Company's second 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 |
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| 3 |
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. |
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| By: | /s/ Erik Blum |
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| Erik Blum, Chief Executive Officer |
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Date: June 17, 2024
| 4 |
EXHIBIT 99.1
SMC Announces Retirement of $442,875 of Debt
Boca Raton, FL - June 14 2024 - 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 $442,875 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 second quarter 2024 financial statements.
The Debt is comprised of $360,875 held by two previous consultants; $126,000 and $234,875 respectively, and $82,000 in accrued consulting fees owed to our CEO, Erik Blum, which was converted to 60,740,740 Company’s common shares at $0.00135 per share-. The total number of common shares now held by our CEO has increased to 284,970,470
“We believe the Debt retirement and my conversion of $82,000 in accrued consulting fees into restricted equity is a tremendous opportunity to enhance SMC’s balance sheet and shows management’s commitment to the Company. In light of SMC’s recent announcement to purchase 100% of the assets of ChainTrade Ltd., I feel our stock is extremely undervalued. I was presented with an opportunity to increase my equity position at these levels and chose to execute on it to enhance SMC’s balance sheet. Management will continue to find ways to reduce SMC’s long-term debt, minimize shareholder dilution and increase shareholder value,” said Erik Blum, SMC’s CEO.
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, a UK-registered and licensed Fintech company. is a joint Venture between Plato Data Intelligence and Redmatter.Capital and was built to revolutionize trading and investing by leveraging AI's predictive capabilities. The Platform allows users to trade Equities, ETFs, Commodities, and Indices with the support of a personalized AI-powered trading assistant. The Platform, ready for commercial launch, was built to revolutionize trading and investing by leveraging AI's predictive capabilities. This will improve research, risk management and asset allocation. The Platform provides personalized and custom investment strategies and utilizes AI to evaluate assets within a portfolio.
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.