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September 27, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re: K Wave Media Ltd.
Amendment No. 6 to Registration Statement on Form F-4
Filed September 26, 2024
Amendment No. 7 to Registration Statement on Form F-4
Filed September 27, 2024
File No. 333-278221
Dear Anthony Ang:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.
Amendment No. 7 to Registration Statement on Form F-4 filed September 27, 2024
Questions and Answers About the Business Combination and the Special Meeting
Do any of Global Star's directors or officers have interests that may conflict
with my interests
with respect to the Business Combination?, page 7
1. We note your revised disclosure showing Ted Kim's ownership percentage
of K Enter
decreased from 21.3% as disclosed in Amendment No. 5 filed September 13,
2024 to
9.9%. Please tell us the facts and circumstances that decreased his
ownership. In so doing,
address whether any of his ownership was surrendered or otherwise
involved with the
Share Subscription Agreement with GF Korea Inc. Please also explain any
other material
changes in ownership of K Enter held by the individuals identified in
this section.
September 27, 2024
Page 2
Will I experience dilution as a result of the Business Combination?, page 10
2. Please confirm whether and how the 1,488,119 Pubco shares to be received
by GF Korea
in exchange for the 4,997 K Enter shares that either have been or will
be issued to GF
Korea are depicted in the tabular disclosure of Pubco ownership
following the business
combination. If such Pubco shares are not included within the 59,000,000
rollover equity
shares shown as held by K Enter stockholders, please explain why not and
whether they
should be included as an additional source of potential dilution. In
this regard, we note
that footnote (E) at page 175 describes an adjustment to the unaudited
pro forma financial
information as the exchange of outstanding New K Enter shares into
59,000,000 PubCo
Ordinary Shares, excluding the 1,488,119 shares being used to satisfy K
Enter transaction
expenses
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Subsequent Event, page 216
3. With regard to the Share Subscription Agreement with GF Korea Inc.
("GF"), please:
discuss the business reason for K Enter entering into the agreement;
explain your rationale for providing more consideration value
represented by the
4,997 shares of K Enter common stock issued than the amount of the
debt assumed by
GF;
explain the basis for converting the 4,997 shares issued by K Enter
into 1,488,119
shares of PubCo ordinary shares and specifically state in your
disclosure how this
conversion ratio compares to the conversion ratio in the overall
merger transaction;
discuss if there are any consequences to you in the event GF does
not sell the shares
issued to it and/or does not repay the associated debt assumed.
Unaudited Pro Forma Condensed Combined Financial Information, page 256
4. Please explain to us why the effects of the issuance of the 4,997 of K
Enter common stock
to GF Korea Inc. pursuant to the Share Subscription Agreement do not
appear to be
reflected in the combined balance sheet and statement of operations for
New K Enter.
5. Please explain to us and disclose how the 1,488,119 shares of PubCo
ordinary shares into
which the 4,997 shares of K Enter common stock are converted are
reflected in the pro
forma total number of shares outstanding, weighted average number of
shares outstanding
and earnings/loss per share amounts presented here and wherever such
amounts are
presented in the filing.
Unaudited Pro Forma Condensed Combined Statement of Operations for K Wave, page
259
6. Please explain what footnote (7) attached to the pro forma weighted
average number of
shares outstanding basic and diluted for scenario 1 and scenario 2
amounts represents.
September 27, 2024
Page 3
Financial Statements of K Enter Holdings Inc.
For the Interim Period Ended June 30, 2024
Notes to Condensed Financial Statements (Unaudited)
Note 14. Subsequent Events, page F-98
7. Please update this note to disclose the pertinent details of the Share
Subscription
Agreement with GF Korea Inc., including the number of K Enter common
stock issued,
number of PubCo ordinary shares into which the K Enter shares have been
converted and
60 day re-sale provision for the PubCo ordinary shares.
Item 21. Exhibits and Financial Statement Schedules, page II-2
8. The legal opinion filed as Exhibit 5.1 speaks to 64,185,053 "Class A
ordinary shares" of
K Wave Media Ltd, but it appears from disclosure throughout the
registration statement
that Pubco has only authorized ordinary shares and preference shares.
Please revise for
consistency and accuracy in the class of registered securities being
opined upon.
9. You state in Exhibit 10.58 that "Annex 1" sets forth the debt that GF is
to pay but we did
not locate this document. Please revise to include this "Annex 1" or
tell us where we can
find this document.
General
10. Please confirm whether the 4,997 K Enter shares contemplated by the
Share Subscription
Agreement filed as Exhibit 10.58 have already been issued to GF Korea,
as we note that
Article 5 defines the closing date, on which "KEF shall issue GF the New
Shares," as
"[September 25], 2024 or the date agreed upon by the Parties." Please
also tell us whether
the exchange of 4,997 K Enter shares for Pubco shares is being
registered on this Form F-
4. To the extent that the exchange of the 4,997 K Enter shares for Pubco
shares is not
being registered on this Form F-4, please indicate the exemption from
registration that GF
Korea will rely upon in selling these shares shortly after effectiveness
of the registration
statement, as contemplated by the Share Subscription Agreement. The
Agreement
indicates that GF Korea will sell the shares within 60 days following
the "Listing Date,"
which is defined as the date on which KEH's registration statement
becomes effective,
resulting in KEH's common stock commencing trading on NASDAQ. Please
explain
which date will commence the 60-day selling period, as we note that as
currently
structured, the PubCo shares will not begin trading at the time of
effectiveness.
Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Andy Tucker