SMC Entertainment, Inc. (Form: 8-K, Received: 06/25/2025 10:41:56)

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 20, 2025

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 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Joint Venture Agreement with Circle Energy Sweden AB

On June 20, 2025, SMC Entertainment, Inc., (the “Company”) entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with Circle Energy Sweden AB (“Circle Energy”), a publicly-listed company on First North Nasdaq Sweden. The new joint venture entity will be called Carbon Capital Solutions AB ("Carbon Capital Solutions" or the "JV") and formed under the laws of Sweden. The JV will be based in Stockholm, Sweden. The material terms of the Joint Venture Agreement are as follows:

	·	Ownership. SMC will own 49% of Carbon Capital Solutions and Circle Energy will own 51%
	·	Capital Contributions. Circle Energy will contribute 500,000,000 newly issued unrestricted shares at 0.01 SEK (Swedish Krona) from its treasury to the JV. The initial capital injection will be a total of 5,000,000 SEK which equates to approximately US$530,000. SMC will contribute its proprietary FYNN AI platform ("FYNN AI Platform") to the JV as a contribution in kind
	·	Board Representation. SMC and Circle Energy will have equal representation on the JV's board of directors and each party will appoint at least one director
	·	Operating Agreement. SMC and Circle Energy will execute a separate operating agreement ("Operating Agreement") that will highlight each party's responsibilities. Both parties are aiming to complete the Operating Agreement in Q3 2025
	·	Initial Deliverables: Circle Energy is looking to utilize a block chain eco system across all verticals of carbon credit trading to provide a fully transparent platform in carbon credits. SMC will utilize its FYNN AI Platform to develop and deploy an enhanced version of the platform to the JV. The new blockchain platform will canvass, identify, and initialize through AI the sellers and buyers in the carbon credit market. SMC anticipated delivering a Beta launch of the blockchain platform in Q3 2025.
	·	Intellectual Property Ownership. All intellectual property ("IP") developed in the JV will be owned by the JV

The foregoing description of the Joint Venture Agreement in Item 1.01 is qualified by the terms of the full text of the Joint Venture Agreement attached as Exhibit 10.1 herein, and the terms thereof are incorporated herein by reference.

ITEM 7.01 - REGULATION FD DISCLOSURE.

On June 20, 2025, the Company issued a press release announcing that the Company entered into a Joint Venture Agreement with Circle Energy

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.

Item 9.01 Exhibits.

(d)

Exhibits.

Exhibit No.		Description
10.1		Joint Venture Agreement with Circle Energy Sweden AB dated June 20, 2025
99.1		Press Release dated June [ ], 2025

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: June [ ], 2025

EXHIBIT 10.1

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (the “Agreement”) is entered into as of June 20 2025, by and between:

Circle Energy Sweden AB, a company organized and existing under the laws of Sweden, with its principal office located at Skeppargatan 8, 114 32 Stockholm, Sweden, and listed on the NASDAQ First North stock exchange (“Circle Energy”),

and

SMC Entertainment Inc, is a public corporation organized and existing under the laws of the State of Nevada, USA, with its principal office located at 9170 Glades Road Suite 150 Boca Raton Florida 33434 ] (“SMCE”).

Each a “Party” and together, the “Parties”.

1. Formation of the Joint Venture

1.1 Purpose

The Parties agree to form a joint venture to develop and operate a carbon credit exchange, coupled with an AI-driven customer acquisition platform enabling buyers to claim and manage their profiles (the “Project”).

1.2 Structure

The Parties shall establish a jointly owned legal entity (the “JV Company”), formed under the laws of Sweden, to carry out the Project.

1.3 Name

The JV Company shall operate under the name Carbon Capital Solutions AB.

2. Capital Contributions

2.1 Initial Contributions

	·	Circle Energy shall contribute 500,000,000 newly issued shares at 0.01 SEK in Circle Energy to the JV Company as a capital injection which equates to approximately USD 530,000.

	·	SMCE shall contribute its proprietary AI-driven customer acquisition platform to the JV Company as a contribution in kind.

2.2 Valuation of Contributions

The Parties acknowledge and agree that the contributions described above are of equivalent commercial value for the purposes of establishing ownership proportions in the JV Company.

2.3 Additional Funding

Any additional funding shall be subject to the mutual written agreement of the Parties and may be in the form of equity, convertible debt, loans, or third-party investment.

2.4 Valuation Confirmation

The Parties acknowledge that:

	·	The 500,000,000 newly issued shares in Circle Energy have been valued at USD 530,000 at the time of contribution, based on a mutually agreed share price;

	·	The AI-driven customer acquisition platform contributed by SMCE has likewise been assessed by the Parties to have a comparable commercial value, based on its current development status, IP content, and integration capabilities.

Each Party confirms that it has performed its own due diligence and agrees that the contributions are fair and adequate for purposes of determining equity ownership in Carbon Capital Solutions, as defined in Section 3.

2.5 Platform Specifications and Pre-Funding Condition

SMCE agrees to provide a complete technical specification and documentation of its AI- driven customer acquisition platform (the “Platform”) prior to the deployment of any funds or assets by the Joint Venture Company.

The specifications shall include:

	·	Functional scope and architecture

	·	System components and technical dependencies

	·	Deployment requirements

	·	Development timelines

	·	Milestone-based deliverables

	·	Integration plans with the carbon credit exchange

2.6 Beta Launch Commitment

SMCE commits to delivering and deploying a fully functional beta version of the AI-driven customer acquisition platform no later than July 20, 2025.

The beta version shall be:

	·	Publicly accessible to a limited group of users or stakeholders,

	·	Integrated with core features as outlined in the approved platform specifications,

	·	Capable of demonstrating the "claim-your-profile" buyer interface and core AI matching functionalities.

Failure to meet this deadline, unless due to force majeure or delays caused by Circle Energy, may constitute a material breach of this Agreement subject to the remedies described in Section 7 (Termination).

2.7 Core Functionality Requirements

The Parties agree that the platform to be developed by SMCE and contributed to Carbon Capital Solutions AB shall need further funding and for a complete creation of an exchange addition funding to the JV will be required when fully funded and completed the platform at a minimum, will include the following core features:

A. Carbon Credit Exchange Functionality

	·	A digital registry for listing, issuing, and retiring carbon credits;

	·	Wallet infrastructure for holding and transferring credits;

	·	Verified project onboarding workflow;

	·	Carbon credit metadata management (vintage, methodology, location, registry ID);

	·	Market price feed and valuation tools;

	·	Trading interface (peer-to-peer or brokered);

	·	Transaction history and audit trail;

	·	Compliance and reporting module (aligned with Swedish/EU standards);

	·	Role-based user access (e.g., project developer, verifier, buyer).

B. AI-Driven Buyer Identification Tool

	·	Corporate buyer profiling using open-source and proprietary data;

	·	Dynamic database of prospective buyers across sectors and geographies;

	·	AI-driven matching of buyers with credits based on stated ESG targets or emissions data;

	·	Auto-generation of buyer leads with likelihood scores;

	·	bility for corporate buyers to "claim" their profiles and engage directly;

	·	CRM-style dashboard with analytics for acquisition teams.

All features shall be outlined in detail within the platform specifications referenced in Section 2.5, and development milestones shall be aligned with the July 20, 2025 beta launch deadline.

3. Ownership and Profit Sharing

3.1 Equity Structure

Ownership of the JV Company shall be as follows:

	·	Circle Energy: 51% of the A class shares issued

	·	SMCE: 49% of the A class shares issued

A separate operating agreement will be executed no later than June 30 2025.

4. Governance and Management

4.1 Board of Directors

The JV Company shall be governed by a Board of Directors with equal representation from both Parties, plus one independent director. Each Party shall appoint at least one director.

4.2 Management

Day-to-day operations shall be handled by a management team appointed by the Board. Key hires shall be approved by unanimous board consent.

5. Intellectual Property

5.1 Ownership

Any IP contributed by a Party shall be the property of the JV Company. Any new IP developed under the JV shall be owned by the JV Company.

5.2 Licensing

Each Party grants the JV Company a non-exclusive, royalty-free license to use its IP solely for the purpose of the Project, unless otherwise agreed.

6. Confidentiality & Non-Compete

6.1 Confidentiality

Both Parties agree to maintain the confidentiality of proprietary information shared in relation to the JV.

6.2 Non-Compete

During the term of this Agreement and for 2 years after termination, neither Party shall engage in a competing platform in the same market segment without the other Party’s written consent.

7. Term and Termination

7.1 Term

This Agreement shall be effective as of the date first above written and shall continue unless terminated by mutual agreement or under Section 7.2.

7.2 Termination Events

This Agreement may be terminated:

	·	By mutual written consent;

	·	If one Party materially breaches the Agreement and fails to cure such breach within 30 days;

	·	If regulatory or legal restrictions make the JV unlawful.

8. Governing Law and Dispute Resolution

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Sweden.

8.2 Dispute Resolution

Any dispute shall first be addressed by good faith negotiations. If unresolved, the matter shall be submitted to arbitration in Stockholm, Sweden, under the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

9. Miscellaneous

9.1 Entire Agreement

This Agreement contains the full understanding between the Parties.

9.2 Amendments

Any amendments must be in writing and signed by both Parties.

9.3 No Partnership

Except as set forth herein, nothing shall be construed to create a legal partnership or fiduciary duty between the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CIRCLE ENERGY SWEDEN AB

By:

Name: Martin Boulton

Title: CEO

SMC ENTERTAINMENT INC

By:

Name: Erik Blum Title: CEO

EXHIBIT 99.1

SMC Signs a Joint Venture Agreement with Circle Energy Sweden AB to Form a New Sweden-based Entity with Initial Capital of Approximately US$530,000

BOCA RATON, FL / ACCESS Newswire / June 24, 2025 / SMC Entertainment, Inc. ("SMC" or the "Company") (OTC PINK:SMCE), a Fintech incubator company focused on acquisition and support of commercialized financial services and technology (Fintech) companies, is pleased to announce the signing of a joint venture agreement ("JV Agreement") with Sweden-based Circle Energy Sweden AB ("Circle Energy"), a publicly-listed company on First North Nasdaq Sweden. Per the JV Agreement:

	·	The new joint venture entity will be called Carbon Capital Solutions AB ("Carbon Capital Solutions" or the "JV") and formed under the laws of Sweden. The JV will be based in Stockholm, Sweden

	·	Ownership. SMC will own 49% of Carbon Capital Solutions and Circle Energy will own 51%

	·	Capital Contributions. Circle Energy will contribute 500,000,000 newly issued unrestricted shares at 0.01 SEK (Swedish Krona) from its treasury to the JV. The initial capital injection will be a total of 5,000,000 SEK which equates to approximately US$530,000. SMC will contribute its proprietary FYNN AI platform ("FYNN AI Platform") to the JV as a contribution in kind

	·	Board Representation. SMC and Circle Energy will have equal representation on the JV's board of directors and each party will appoint at least one director

	·	Operating Agreement. SMC and Circle Energy will execute a separate operating agreement ("Operating Agreement") that will highlight each party's responsibilities. Both parties are aiming to complete the Operating Agreement in Q3 2025

	·	Initial Deliverables: Circle Energy is looking to utilize a block chain eco system across all verticals of carbon credit trading to provide a fully transparent platform in carbon credits. SMC will utilize its FYNN AI Platform to develop and deploy an enhanced version of the platform to the JV. The new blockchain platform will canvass, identify, and initialize through AI the sellers and buyers in the carbon credit market. SMC anticipated delivering a Beta launch of the blockchain platform in Q3 2025.

	·	Intellectual Property Ownership. All intellectual property ("IP") developed in the JV will be owned by the JV

"For SMC, the JV Agreement accelerates SMC's global expansion, delivering our innovative solutions more quickly to other market opportunities," said Erik Blum, CEO of SMC. "By engaging with our FYNN AI Platform, SMC sees the partnership with Circle Energy as a validation for SMC's FYNN AI Platform. From SMC's perspective, carbon credit trading is another commodity that can be traded utilizing SMC's agnostic platform."

About Circle Energy Sweden AB

Circle Energy Sweden AB is a Swedish company that works to harness the current power and future potential of renewable energy sources and energy storage. Circle Energy's mission is to establish long-term, sustainable and cost-effective energy solutions that pave the way for a stable energy system in Europe. Circle Energy is publicly-listed First North Nasdaq Sweden. For more information, visit https://www.circleenergy.se.

About SMC Entertainment, Inc.

About SMC Entertainment, Inc. 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. For more information on SMC, visit www.smceinc.com or www.fyntechnical.com.

Press Release Contact:

Erik Blum

Chief Executive Officer

SMC Entertainment, Inc.

Ron Hughes

Chief Operations Officer

SMC Entertainment, Inc.

ron.hughes.operations@gmail.com

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.

SOURCE: SMC Entertainment, Inc.