M&A: K Wave Media Ltd.

Form Type: F-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000182912624008480

Comments: K Wave Media Ltd. is a Cayman Islands exempted company that is involved in a planned merger with Global Star Acquisition Inc., a Delaware corporation. This registration statement, filed as Amendment No. 12 on December 23, 2024, outlines the details surrounding the merger agreement, which consists of two parts: the Reincorporation Merger and the Acquisition Merger. The Reincorporation Merger will see Global Star merge with K Wave Media Ltd., while the subsequent Acquisition Merger will merge K Enter Holdings, Inc. into GLST Merger Sub, Inc., making K Enter a wholly owned subsidiary of K Wave Media. Shareholders are invited to vote on several proposals at a special meeting scheduled for February 3, 2025, including governance proposals and the approval of the merger agreement, which collectively function as the Business Combination. Upon conclusion of the Acquisition Merger, it is anticipated that there will be significant share distribution changes, with K Enter's current stockholders expected to own a majority of the newly issued PubCo Ordinary Shares. The document also highlights various other proposals that will be put before the shareholders, as well as the risks associated with the investment in the newly formed entity.

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