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 7, 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.

 

SMC Entertainment Announces Cancellation of 250,000,000 Shares Reducing Outstanding Common Shares by 17%

 

On June 7, 2024, SMC Entertainment, Inc. (the “Company”) issued a press release announcing the Company’s cancellation of 250,000,000 shares of its common stock, representing a 17% reduction in outstanding common shares.

 

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.

 

 
2

 

  

Item 9.01 Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release dated June 7, 2024

 

 
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.

 

 

 

 

 

 

By:

/s/ Erik Blum

 

 

 

Erik Blum, Chief Executive Officer

 

 

Date:  June 11, 2024

 

 
4

 

 

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Jun. 07, 2024
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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 Jun. 07, 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
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 820-5973
Security 12b Title Common
Trading Symbol SMCE
SMC Entertainment (PK) (USOTC:SMCE)
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