M&A - K Wave Media Ltd.

Form Type: CORRESP

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000182912624008481

Filing Summary: K Wave Media Ltd. is responding to a SEC comment letter regarding their Amendment No. 11 to Registration Statement on Form F-4, filed on December 16, 2024. The company stated that it has made revisions to address comments from the SEC staff, including updates to the interim period financial statements that reflect the December 11, 2024 amendment to the merger agreement. Specific references in the Amended Registration Statement detail how the comments have been addressed. The document indicates that the number of outstanding shares is subject to change based on Global Star stockholders' redemption rights and suggests K Wave is actively revising disclosures as required by the SEC.

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Form Type: F-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000182912624008480

Filing Summary: 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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Form Type: CORRESP

Filing Date: 2024-11-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912624007783

Filing Summary: K Wave Media Ltd. has submitted Amendment No. 10 to its Registration Statement on Form F-4 in response to comments from the SEC regarding the Business Combination with K Enter Holdings Inc. The document details a significant exchange of shares between the two entities, specifically that K Wave will issue 59,000,000 ordinary shares in exchange for 193,367 shares of K Enter based on a conversion ratio of approximately 305.1:1. The document contains discussions on dilution concerns, financial projections, treasury shares, and clarifications requested by the SEC. Key transactions involve agreements related to fees owed by K Enter to various service providers, totaling approximately $8.52 million, and updates on share distributions related to preferred stocks and treasury shares.

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Form Type: CORRESP

Filing Date: 2024-10-25

Corporate Action: Merger

Type: Update

Accession Number: 000182912624007004

Filing Summary: K Wave Media Ltd. filed Amendment No. 9 to its Registration Statement on Form F-4 as a response to SEC comments regarding a business combination with Global Star and K Enter Holdings, Inc. The document outlines changes made in response to SEC comments, detailing share calculations and the structure of the business combination. Key points include the planned merger structure, with K Wave serving as the surviving entity, and a total valuation of $590 million, payable in 59 million newly issued PubCo shares. The filing addresses dilution concerns related to share exchanges and confirms the details of K Enter's capitalization, including adjustments made owing to previous errors. Significant changes in share issuances to Korean entities are clarified with updated pro forma financial information reflecting new exchange rates and share conversions. The filing aims to provide comprehensive updates to the SEC on the implications of these transactions and confirm all outstanding shares will be represented accurately in future disclosures.

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Form Type: CORRESP

Filing Date: 2024-09-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912624006478

Filing Summary: K Wave Media Ltd. submitted a response to the SEC regarding an oral comment related to Amendment No. 5 to their Registration Statement on Form F-4, filed on September 13, 2024. This response addresses how K Wave will include the completion date of K Enter Holdings, Inc.'s acquisition of controlling equity interests in six Korean entities in their proxy statement. The Company will incorporate this date into its Form 424B3 Prospectus after the proxy statement/prospectus is declared effective.

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Form Type: CORRESP

Filing Date: 2024-09-13

Corporate Action: Merger

Type: Update

Accession Number: 000182912624006275

Filing Summary: K Wave Media Ltd. filed an Amendment No. 5 to Registration Statement on Form F-4 in response to comments from the SEC regarding their earlier filing. The amendment includes updates addressing several comments from the SEC, particularly focusing on the interests of certain persons in the business combination, risk factors related to cash payments after the acquisition of Play Company, and detailed disclosures about K Wave's acquisition plans. The document emphasizes the timeline for closing acquisitions and the conditions under which these acquisitions can proceed, including potential changes to the registration statement. It includes specific amendments in response to previous SEC comments and outlines material assumptions of revenue forecasts and the importance of maintaining transparency in related party transactions.

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Form Type: CORRESP

Filing Date: 2024-08-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912624005809

Filing Summary: K Wave Media Ltd. has submitted a response to the SEC’s comment letter regarding Amendment No. 3 to their Registration Statement on Form F-4, filed July 26, 2024. The company is addressing the concerns raised by the SEC staff, particularly surrounding their business combination with K Enter and the acquisition of six Korean entities. The company confirmed that the closing of the acquisition is subject to K Enter acquiring a controlling interest in all six entities, and this condition is waivable under the merger agreement. The firm emphasized their commitment to closing the acquisitions promptly after the registration statement is declared effective. However, they acknowledged possible uncertainties related to the closing, including financial obligations towards Play Company, which amount to approximately $20.5 million.

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Form Type: CORRESP

Filing Date: 2024-07-26

Corporate Action: Merger

Type: Update

Accession Number: 000182912624005038

Filing Summary: K Wave Media Ltd. is responding to SEC comments regarding their Amendment No. 2 to Registration Statement on Form F-4. This response addresses issues raised in the July 19, 2024 comment letter from SEC staff. The company will file Amendment No. 3 to the Registration Statement to incorporate necessary revisions, ensuring clear disclosure around the business combination agreement with K Enter, particularly concerning its acquisitions of a controlling interest in Six Korean Entities. Key changes include clarification that the business combination closing is contingent upon the successful acquisition of all six entities instead of just two. The discussion highlights the potential impacts of each entity's acquisition on projected revenues, adjustments in shareholder voting, and the timing of soliciting stockholder approval for the business combination. The letter reassures that the company will provide updates to shareholders in the event of material changes and outlines specific responses to the SEC's comments. Additionally, the reliability of revenue projections from certain partners, like HYBE, and the implications of these relationships are discussed in relation to the financial strategy post-merger.

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Form Type: CORRESP

Filing Date: 2024-07-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912624004508

Filing Summary: K Wave Media Ltd. submitted an amendment to its Registration Statement on Form F-4 in response to a comment letter from the SEC. The amendment addresses several comments related to the acquisition of Six Korean Entities by K Enter Holdings. Key issues addressed include clarifications on the financial projections, the sequence of acquisitions of the Six Korean Entities, and the materiality of intellectual property pertinent to K Enter’s business. The filing confirms that K Enter plans to close with Play Company first, followed by concurrent acquisitions of the remaining entities. The document also reassures that any material changes regarding the acquisition will be communicated to shareholders, highlighting that no resolicitation of votes will be necessary unless significant alterations to the acquisition structure occur. McKenzie’s financial advisor's second fairness opinion was also discussed, emphasizing adjustments made to the projections used in the acquisition’s financial assessments.

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Form Type: CORRESP

Filing Date: 2024-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000182912624003273

Filing Summary: K Wave Media Ltd. is responding to comments received from the SEC regarding their Registration Statement on Form F-4 initially filed on March 26, 2024. This response includes details on revisions made to the Registration Statement in compliance with the SEC's comments. The amendments primarily focus on clarifying ownership dilution scenarios under different share redemption conditions, financing prospects related to the business combination, and the anticipated accounting treatment concerning the merger process. K Wave is working on acquiring controlling interests in K Enter and associated Korean entities, which are crucial for the business combination. The document outlines the necessity of addressing dilution effects and the implications of financing under PIPE (Private Investment in Public Equity) arrangements. K Wave acknowledges the SEC's concerns and outlines the measures taken or planned to address them within this submission.

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Form Type: CORRESP

Filing Date: 2024-03-25

Corporate Action: Merger

Type: Update

Accession Number: 000182912624001883

Filing Summary: K Wave Media Ltd. submitted a response to the SEC regarding comments on their Draft Registration Statement Amendment No. 1 on Form F-4 dated January 29, 2024. The company addressed various staff comments including ownership interests of shareholders post-business combination, the timing of acquisitions of the Seven Korean Entities, potential financing plans, and requirements for shareholder approvals. Critical points included required disclosures about controlling interests, financing in case of significant redemptions, and the impact of acquisitions on overall business post-merger. Discussions surrounding the Business Combination outlined how K Wave Media will merge with K Enter post-acquisition of the Seven Korean Entities and emphasized the structure and timeline of these transactions. The company assured that concerns raised had been clarified and addressed in the revised Registration Statement.

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Form Type: CORRESP

Filing Date: 2024-01-26

Corporate Action: Merger

Type: Update

Accession Number: 000182912624000469

Filing Summary: K Wave Media Ltd. is responding to the SEC's Comment Letter dated December 11, 2023, regarding its Draft Registration Statement on Form F-4 submitted on November 13, 2023. The Company is submitting an amended Draft Registration Statement concurrently with this response. The Company has made revisions to its registration statement to address the SEC's comments, including a new Exhibit 107 for the Calculation of Registration Fee and clarification on ownership percentages post-business combination involving Global Star and K Enter. It has provided a breakdown of equity ownership for shareholders and addressed potential dilution scenarios due to the Business Combination. The Company has also revised terminologies used in the document for consistency and provided additional information regarding the recent PIPE financing negotiations, highlighting its potential impacts. Furthermore, detailed risk factor disclosures and responses concerning SEC’s inquiries on various aspects of the proposed acquisition of K Enter Holdings Inc. and related entities have been incorporated. These comprehensive revisions tackle comments on merger details, including accounting treatment under IFRS, risks involved, and the importance of shareholder votes in approving business proposals.

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