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United States securities and exchange commission logo
November 2, 2023
Erik Blum
Chief Executive Officer
SMC Entertainment, Inc.
9170 Glades Road Suite 150
Boca Raton, FL 33434
Re:SMC Entertainment, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed October 11, 2023
File No. 000-56558
Dear Erik Blum:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 22, 2023
letter.
Form 10-12G/A filed on October 11, 2023
Business, page 1
1.Please revise your disclosure to clarify you have not identified any acquisition targets.
2.We note your response to prior comment 4.  Please revise to clarify how you obtain the
datasets you utilize.  For example, it is unclear whether you use only publicly available
data or if you use API's or have access to third-party proprietary datasets, and the costs
and limitations associated with each.  In addition, provide a more complete discussion
regarding the type of artificial intelligence you utilize and specifically how it operates.
Your disclosure suggests your AI models use a diverse set of inputs including news stories
and sentiment analysis, market indicators, and company fundamentals, among others to
inform the decision making process.  Clarify how these inputs are structured and utilized
and how they are presented to customers to provide actionable data and how that data can
be used by your customers.

 FirstName LastNameErik Blum
 Comapany NameSMC Entertainment, Inc.
 November 2, 2023 Page 2
 FirstName LastName
Erik Blum
SMC Entertainment, Inc.
November 2, 2023
Page 2
Trends in our Addressable Market, page 5
3.We note your response to prior comment 5 and reissue in part. Please revise to further
clarify why ETFs are included in your addressable markets, and to more clearly discuss
how they relate to your planned product offerings. In that regard, we not that you appear
to operate in the Software-as-a-Service market rather than in the ETF market. In addition,
provide a detailed discussion of how your software will extrapolate data from the ETF
markets and how this data will be utilized.
Recent Sales of Unregistered Securities, page 35
4.We note your response to prior comment 7, and reissue the comment as we are unable to
locate the facts relied upon to make the exemption available for all the transactions
disclosed here. Please revise to furnish the complete disclosure required by Item 701 of
Regulation S-K.
Notes to Consolidated Unaudited Financial Statements
Convertible notes payable, page F-8
5.We note your response to our prior comment 8; however, we note that the balance of
convertible notes and accrued interest on the balance sheet as of June 30, 2023 is
$1,193,424, but the correspondence shows $1,223,424. Please reconcile the difference. In
addition, please revise the tables on page F-9 and F-23 to ensure the numbers are
reconciled to the balance sheets numbers.
Business Combinations, page F-12
6.We note your response to our prior comment 9, however, we cannot locate the
information that can address to our comment, so we re-issue the comment. We note your
disclosure that you completed the acquisition of Fyniti Global Equities EBT Inc.
(“Fyniti”) for 2,500,000 shares of Series B $10.00 Preferred Stock, and you have
accounted for the transaction as a business combination under ASC 805. As a result, you
recorded goodwill in amount of $25,031,694. In this regard, please address the following:
•It appears you did not recognize any intangibles such as patents, copyrights, trading
platforms, etc. in your purchase price allocation. In that regard, please explain
how you consider any Fyniti’s existing intangible assets other than goodwill in
your allocation.
•It appears you calculate the purchase price using the $10 par value when arriving
at the fair value consideration of the series B preferred stock issued. Please explain
how you determined $10 represent fair value amount for each series B preferred
stock.

 FirstName LastNameErik Blum
 Comapany NameSMC Entertainment, Inc.
 November 2, 2023 Page 3
 FirstName LastName
Erik Blum
SMC Entertainment, Inc.
November 2, 2023
Page 3
Subsequent events
Unaudited Pro Forma condensed combined financial information, page F-28
7.We note your response to prior comment 11, that you has provided the  audited financial
statements of Fyniti Global Equities EBT Inc. as of and for period ended June 30,
2023. However,  it appears that you have filed an incorrect set of financial
statements. Further, the financial statements are not consistent with the financial statement
reporting periods provided in your pro forma financial statements. Please provide audited
financial statements of Fyniti Global Equities EBT Inc. for the correct reporting periods as
required by Rule 8-04 of Regulation S-X.  In addition, please clarify whether Fyniti
Global Equities' date of inception is truly February 14, 2023. In this regard, we note that
the pro forma information includes financial information for periods during and as of
December 31, 2022.
8.We noted your disclosure that Mr. Jayakumar Gopalan, co-founded and president
of  Fyniti, has contributed intangible assets, valued at $14,550,000 during the period
ended June 30, 2023. In this, regard, please address the following:
•Please explain the reason these intangible assets contribution transaction was not
disclosed as related party transaction.
•Please provide us an analysis to show how you valued and accounted for these
intangible assets were contributed by Mr. Gopalan, valued at $14,550,000. Please
include reference to the specific accounting literature relied upon. In this regard, tell
us what consideration you gave to recording this transfer of technology between
entities under common control based on its carryover basis. Refer to ASC 805-30.
9.Please provide a detailed analysis of whether Fyniti Global Equities EBT Inc. qualifies as
a business under Rule 11-01(d) of Regulation S-X and as defined by ASC 805-10. This
analysis should support your conclusion that the assets acquired and liabilities assumed
constitute a business. If the assets acquired are not a business, the reporting entity shall
account for the transaction as an asset acquisition. Please advise.
General
10.Please refile your exhibits in the proper text-searchable format. For guidance,
refer to Section 5.2.3.6 of the EDGAR File Manual (Volume II) EDGAR Filing (Version
60, December 2021) and Item 301 of Regulation S-T.

 FirstName LastNameErik Blum
 Comapany NameSMC Entertainment, Inc.
 November 2, 2023 Page 4
 FirstName LastName
Erik Blum
SMC Entertainment, Inc.
November 2, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology