SEC Comment Letter 0000000000-24-003499 to Fyntechnical Innovations Inc (FYNN)
Fyntechnical Innovations Inc
Date: April 2, 2024 · CIK: 0001497230 · Accession: 0000000000-24-003499
AI Filing Summary & Sentiment
File numbers found in text: 000-56558
Letter
United States securities and exchange commission logo April 2, 2024 Erik Blum Chief Executive Officer SMC Entertainment, Inc. 9170 Glades Road Suite 150 Boca Raton, FL 33434 Re:SMC Entertainment, Inc. Amendment No. 5 to Registration Statement on Form 10-12G Filed March 18, 2024 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 February 2, 2024 letter. Amendment No. 5 to Registration Statement on Form 10-12G Item 13. Financial Statements and Supplementary Data, page F-1 1.Please provide updated financial statements for year ended December 31, 2023, and related disclosures as required by Rule 8-08 of Regulation S-X. Note 9 - Business combination, page F-12 2.We noted your response to prior comment 2 and your update in Note 9 that the 2,500,000 shares of Series B $10.00 Preferred Stock were valued using the number of common shares the preferred stock can be converted into and the trading price of the common stock of $0.0013 on April 21, 2023. On page F-11, we also noted your disclosure that the Series B preferred stock are convertible into common stock at a rate of 10% to the preceding ten day weighted average price. It appears that the conversion rate is variable based on preceding ten day weighted average price, and we cannot recalculate your purchase consideration in amount of $32,500. In these regards, please provide us your
FirstName LastNameErik Blum Comapany NameSMC Entertainment, Inc. April 2, 2024 Page 2 FirstName LastName Erik Blum SMC Entertainment, Inc. April 2, 2024 Page 2 purchase consideration calculation including the conversion ratio and the preceding ten day weighted average price used in the calculation. Also explain how the ratio was derived by using 10% to the preceding ten day weighted average price as disclosed in the footnote.
Fyniti Global Equities EBT Inc. Audited financial statements, page F-37 3.It appears that you still have filed an incorrect set of financial statements. Please provide audited financial statements of Fyniti Global Equities EBT Inc. for the correct reporting periods, which it was March 31, 2023 as required by Rule 8-04 of Regulation S-X. 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 Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
April 2, 2024
Erik Blum
Chief Executive Officer
SMC Entertainment, Inc.
9170 Glades Road Suite 150
Boca Raton, FL 33434
Re:SMC Entertainment, Inc.
Amendment No. 5 to Registration Statement on Form 10-12G
Filed March 18, 2024
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 February 2, 2024
letter.
Amendment No. 5 to Registration Statement on Form 10-12G
Item 13. Financial Statements and Supplementary Data, page F-1
1.Please provide updated financial statements for year ended December 31, 2023, and
related disclosures as required by Rule 8-08 of Regulation S-X.
Note 9 - Business combination, page F-12
2.We noted your response to prior comment 2 and your update in Note 9 that the 2,500,000
shares of Series B $10.00 Preferred Stock were valued using the number of common
shares the preferred stock can be converted into and the trading price of the common stock
of $0.0013 on April 21, 2023. On page F-11, we also noted your disclosure that
the Series B preferred stock are convertible into common stock at a rate of 10% to the
preceding ten day weighted average price. It appears that the conversion rate is variable
based on preceding ten day weighted average price, and we cannot recalculate your
purchase consideration in amount of $32,500. In these regards, please provide us your
FirstName LastNameErik Blum
Comapany NameSMC Entertainment, Inc.
April 2, 2024 Page 2
FirstName LastName
Erik Blum
SMC Entertainment, Inc.
April 2, 2024
Page 2
purchase consideration calculation including the conversion ratio and the preceding ten
day weighted average price used in the calculation. Also explain how the ratio was
derived by using 10% to the preceding ten day weighted average price as disclosed in the
footnote.
Fyniti Global Equities EBT Inc.
Audited financial statements, page F-37
3.It appears that you still have filed an incorrect set of financial statements. Please provide
audited financial statements of Fyniti Global Equities EBT Inc. for the correct reporting
periods, which it was March 31, 2023 as required by Rule 8-04 of Regulation S-X.
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 Matthew Derby at 202-551-3334 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology