UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Termination of Letter of Intent to Acquire Flax Tech, Ltd.
As shown in the Company’s Current Report on Form 8-K filed with the Commission on January 23, 2025, SMC Entertainment, Inc., (the “Company”) entered into a Letter of Intent (“LOI”) to acquire 100% of Flax Tech, Ltd, a United Kingdom corporation (“Flax”) on January 14, 2025. Following the completion of customary due diligence, the Company terminated the LOI on March 26, 2025, due to concerns that Flax’s completion of required PCAOB audited financial statements could not be completed in a timely fashion.
The foregoing description of the Letter of Intent in Item 1.01 is qualified by the terms of the full text of the Letter of Intent attached as Exhibit 10.1 to the Company’s 8-K dated January 23, 2025,and the terms thereof are incorporated herein by reference.
ITEM 5.02 APPOINTMENT AND DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS.
Departure of Chief Technology Officer
On March 25, 2025, in connection with the Chaintrade transaction, Paul Couture was terminated from his position as Chief Technology Officer of the Company.
ITEM 7.01 - REGULATION FD DISCLOSURE.
On March 28, 2025, the Company issued a press release announcing that the Company is in the process of consolidating all of its current and legacy technologies (Fyniti, Chaintrade AI, AI Advisor and its Plato partnership) under one technology platform which will be referred to as FYNN AI, and that its wholly-owned subsidiary, Bateau Asset Management ("Bateau") has engaged the services of New York-based auditor, RBSM LLP. SMC expects to report Bateau's Q1/2025 financial performance on SMC's first quarter of 2025 on a consolidated basis.
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 press 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 8.01 OTHER EVENTS
Formation of Subsidiary, FYNX, Inc., Assignment and Litigation
On March 5, 2025, the Company formed FYNX, Inc., a Nevada corporation, which is the Company’s wholly-owned subsidiary (“FYNX”). On March 7, FYNX entered into an Assignment Agreement with Plato Technologies, Inc. (“Plato”), the majority holder of the equity in Chaintrade, Ltd. (“Chaintrade”), under which Plato assigned all of its right, title and interest in Chaintrade to FYNX in exchange for a mutual release of claims. Upon the execution of the Assignment Agreement, FYNX acquired majority voting control of Chaintrade and became Chaintrade’s Manager.
On March 17, 2025, the Company filed a lawsuit (Case No. A-25-914825-C) in the District Court of Clark County Nevada, against Chaintrade and FYNX, related to certain representations and warranties made by Chaintrade in the Acquisition Agreement dated May 30, 2024, the closing of which occurred on July 21, 2024. Chaintrade and FYNX accepted service of the complaint on March 24, 2025. As of the filing date of this report, the parties are finalizing terms of settlement, but no outcome has been determined in the above case.
Item 9.01 Exhibits.
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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. |
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| By: | /s/ Erik Blum |
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| Erik Blum, Chief Executive Officer |
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Date: March 28, 2025
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