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United States securities and exchange commission logo
February 25, 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. 1 to
Draft Registration Statement on Form F-4
Submitted January
29, 2024
CIK No. 0002000756
Dear Anthony Ang:
We have reviewed your amended draft registration statement and have
the following
comment(s).
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
December 11, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4 Submitted
January 29, 2024
Letter to the Stockholders of Global Star Acquisition Inc., page i
1. We note your response
to prior comment 2 and reissue. Please prominently disclose in the
letter to stockholders
the percentage ownership interest of PubCo that will be held by each
of the various groups
presented in the table on page 11, assuming both a minimum and
maximum redemption
scenario, as well as the exercise and conversion of all securities. In
this regard, we note
that your disclosure on page iii combines the ownership of the
Sponsor and Global
Star's public shareholders, assumes a no redemption scenario, and
does not take into
account potential sources of dilution. Additionally, please confirm
whether any
shareholder(s) will have a controlling interest in PubCo following the
Anthony Ang
FirstName LastNameAnthony Ang
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Business Combination and, if so, identify such shareholder(s) and
disclose the extent of
control.
2. Please tell us whether the post-business combination ownership
percentages presented
throughout the prospectus account for the shares that K Enter will
issue to the Seven
Korean Entities pursuant to the equity purchase agreements. If not,
please revise to
include such shares, or tell us why you do not believe you need to
disclose this
information. It also appears that ownership percentages following the
closing of the
business combination may vary depending on how many of the Seven
Korean Entities are
ultimately acquired by K Enter. Please tell us what consideration you
have given to
presenting this information.
Questions and Answers About the Business Combination and the Special Meeting,
page 6
3. Please add a question and answer that addresses the timing of the
acquisitions of the
Seven Korean Entities in relation to the effectiveness of this
registration statement, the
special meeting at which Global Star shareholders will vote, and the
closing of the
Business Combination. Explain whether the acquisitions must and/or are
expected to close
before the shareholder vote. We note in this regard that amendments to
the Share Purchase
Agreements between K Enter and certain of the Seven Korean Entities
removed the
approval of the Merger Agreement by K Enter and Global Star
shareholders as a condition
to closing. Please disclose whether, and if so, how you will inform
shareholders of which
acquisitions have closed and have not closed prior to the special
meeting. Given that the
prospectus is drafted assuming the acquisition of all Seven Korean
Entities and the
consideration paid to K Enter and the fairness opinions are similarly
based on the
completion of all seven acquisitions, please tell us what
consideration you have given to
revising and recirculating the prospectus in the event that fewer than
all seven acquisitions
occur. Additionally, because only the acquisitions of Play Company and
Solaire Partners
are conditions to closing under the Merger Agreement, address what
would occur if the
acquisitions do not close before the special meeting and Global Star's
shareholders vote to
approve the proposals, then only the Play Company and Solaire Partners
acquisitions are
completed. State clearly whether the Business Combination could and/or
would still be
consummated.
Will Global Star or K Enter be raising any financing..., page 6
4. We note your response to prior comment 7. Please discuss your
financing plans for the
operation of PubCo in the event that a $50 million PIPE is not secured
and there are a
significant number of redemptions by Global Star shareholders. Address
how PubCo and
K Enter (or New K Enter as the case may be) would expect to make the
three installments
of cash payments due to the current owner of Play Company described at
page 139.
Additionally, please clarify whether K Enter's "private capital raise"
mentioned on page
176 refers to a financing separate from this PIPE. Similarly, please
indicate whether this
would impact current plans for K Enter, such as the plans to construct
the inaugural virtual
studio for First Virtual in 2024.
Anthony Ang
K Wave Media Ltd.
February 25, 2024
Page 3
Q. What vote is required to approve the Proposals?
Q. How will the Initial Stockholders and the Sponsor vote?, page 8
5. Your revised disclosure in response to prior comment 8 only speaks to
the percentage of
remaining Global Star shares not held by the Initial Stockholder and
Sponsor needed to
approve the Reincorporation Merger Proposal and the Acquisition Merger
Proposal.
Revise further to provide this information with respect to the other
proposals, and disclose
these percentages where you discuss required votes on page 77.
Additionally, please
reconcile inconsistencies in your disclosure regarding voting
requirements. For example,
on page 8 you state that the Governance Proposal will require the vote
of 65% of issued
and outstanding Global Star shares, while on page 77 you state that it
will require the
affirmative vote of the holders of a majority of issued and
outstanding shares. Page 8 also
indicates that the Initial Stockholders and Sponsor "have to vote
their respective shares in
favor of each of the proposals," while page 77 states that "there is
no agreement in place
with respect to the other Proposals."
Q. Will I experience dilution as a result of the Business Combination? , page
10
6. We note your response to prior comment 9 and revised presentation of
equity ownership
percentages following the Business Combination. Please acknowledge in
this section that
Global Star and K Enter have agreed to use their best efforts to
consummate a $50 million
PIPE financing in connection with the closing of the Business
Combination and the extent
to which such financing could further dilute the ownership interest of
Global Star's public
shareholders. Provide this disclosure in the risk factor regarding
dilution at page 67.
Further, we note that inconsistencies remain between the table on page
11 and related
disclosure elsewhere, including the charts on page 19 and risk factor
disclosure on page
67. For example, page 11 depicts the Sponsor and Initial Stockholders
as owning 4.1% of
PubCo under the no redemptions scenario, while page 19 references only
the Sponsor and
page 67 discloses that "Global Star's current directors, officers and
affiliates" will own
4.3% of PubCo. Please revise for consistency in the disclosure
regarding groups and
percentages of post-Business Combination ownership throughout the
proxy
statement/prospectus.
7. We note your response to prior comment 10. Please clarify whether the
"Per Share Pro
Forma Book Value" of outstanding shares is based on the outstanding
shares figure that
reflects all potential sources of dilution. If not, revise to present
per share values under the
various redemption scenarios assuming maximum dilution as well. Further,
we note that
your presentation shows the per share value increasing as redemptions
increase, but page
257 depicts a $3.28 equity per share figure assuming no additional
redemptions and a
FirstName LastNameAnthony Ang
$2.69 equity per share figure assuming maximum redemptions. Please
explain why the
Comapany
valueNameK Wave
per share MediaasLtd.
is shown increasing and whether you are considering
the use of Trust
Account
February proceeds
25, 2024 Page 3for redemptions.
FirstName LastName
Anthony Ang
FirstName LastNameAnthony Ang
K Wave Media Ltd.
Comapany25,
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February
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Q: Is there a deadline for the Business Combination..., page 13
8. We note your response to prior comment 12 and revised disclosure in
this section
indicating that Global Star, rather than the Sponsor, has funded the
$125,000 extension
payments to the Trust Account. However, disclosure indicating that the
Sponsor is
responsible for these payments in exchange for unsecured promissory
notes remains at
pages 21, 219-220, and F-30, which further aligns with Section 4 of
the First Amendment
to Global Star's Amended and Restated Certificate of Incorporation,
dated August 28,
2023. Please clarify which entity is funding the extension payments
and whether any
promissory note(s) or other consideration have been provided in
connection with the
payments.
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination
K Enter Holdings Inc., page 17
9. We note your revised disclosure in response to prior comment 13.
Please further
acknowledge here and in the related risk factor disclosure on page 30
that the projections
and other financial information informing EverEdge's fairness opinion
are premised on the
successful acquisitions of all Seven Korean Entities.
Post-Business Combination Structure and Impact on the Public Float, page 18
10. Please further develop the charts in this section so that they show
the full structure and
equity ownership of the organization, including which entities are
combined, at each step
of the transactions as described in the proxy statement/prospectus.
Ensure that your
presentation clearly shows the order in which Global Star combines
with K Wave, K Enter
acquires the Seven Korean Entities and becomes New K Enter, and
K Enter (or New K
Enter as the case may be) combines with Merger Sub, as well as any
other intermediate
steps in the transactions. Please also demonstrate when the various
steps are expected to
occur in relation to the effectiveness of this proxy
statement/prospectus and the special
meeting of Global Star s stockholders. Identify in the charts the
holders of minority
interests in each of the Seven Korean Entities.
Management and Board of Directors Following the Business Combination, page 19
11. You state here and on page 95 that all members of the PubCo board of
directors will be
designated by K Enter, but Section 3.6 of the Merger Agreement filed
as Annex A
indicates that the Sponsor of Global Star has the right to designate a
certain number of
directors. Please revise your disclosure or advise.
Anticipated Accounting Treatment, page 23
12. Refer to your response to prior comment 15. You refer to the entity
resulting from the K
Enter/Play Company transaction as "K Enter-Play Company Co Ltd."
Please advise if this
Anthony Ang
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K Wave Media Ltd.
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is intended to reflect the name of an entity in your organization,
whether a temporary one
or not. If it is an entity in your organization, refer to this entity
throughout your filing for
clarity and consistency.
13. You disclose here that "[p]rior to the Business Combination, we will
acquire controlling
equity interests in the Seven Korean Entities." Please clarify who
"we" is. Also, if
true, revise to state that prior to the Business Combination, K Enter
will acquire Play
Company with Play Company as the accounting acquirer, and describe the
resulting entity
that will acquire the remaining 6 of the Seven Korean Entities.
14. In your response to prior comment 15 you refer to the Business
Combination as between
Global Star and New K Enter. By your definition the Business
Combination includes the
Reincorporation Merger, which is between Global Star and K Wave Media
Ltd (K Wave),
with K Wave as the new entity and registrant. Since the
Reincorporation Merger occurs
first, it appears to follow that it is K Wave that merges with either
K Enter or New K
Enter, as appropriate, in the Acquisition Merger. Please advise if
this is true and revise
disclosure throughout the filing as appropriate.
15. Please clearly explain the circumstances in which K Wave merges either
with the entity
described as K Enter or the one described as New K Enter. In this
regard, you disclose K
Enter only becomes New K Enter upon acquisition by K Enter of all of
the Seven Korean
Entities. You also disclose the Business Combination is only
conditioned upon K Enter
acquiring both Play Company and Solaire Partners. If these are the
only ones of the
Seven Korean Entities that are acquired when the Acquisition Merger
occurs, clarify
which entity K Wave merges with - K Enter or New K Enter. In
connection with this,
explain whether the Acquisition Merger can be completed if K Enter
does not acquire
both Play Company and Solaire Partners. If the Acquisition Merger can
occur upon the
acquisition of just both of Play Company and Solaire Partners, clarify
the name of the
entity that directly acquires these two companies. In this latter
circumstance, clarify the
name of the entity that acquires the remaining 5 of the Seven Korean
Entities and whether
the entity New K Enter is relevant at this point, and at what point
and under what
circumstances the entity New K Enter is relevant to your organization
and contemplated
transactions.
16. Refer to your response to prior comment 16. Your response does not
appear to be
consistent with the characterization of K Enter Holdings Inc. in the
filing. For example,
you disclose in the filing:
K Enter is a holding company with limited independent operations.
K Enter was formed as a holding company for the purpose of
acquiring seven
diversified entertainment operating companies based in Korea,
engaged in the
entertainment content and IP creation businesses (the Seven
Korean Entities ).
As a holding company, K Enter will rely on earnings generated by
the businesses of
the Seven Korean Entities for distributions or payments for cash
flow. Therefore,
PubCo s ability to fund and conduct PubCo s business, service
any debt, and pay
dividends, if any, in the future may depend on the ability of the
Seven Korean
Anthony Ang
K Wave Media Ltd.
February 25, 2024
Page 6
Entities to make upstream cash distributions or payments to K
Enter.
K Enter currently has a total of 17 employees, with most of the
workforce
concentrated in business management and the accounting
department.
K Enter s vision is to become a leading tech and IP-based
diversified entertainment
company, with K Enter s first step being acquiring a
controlling equity interest in the
Seven Korean Entities, with the combined four capabilities of
these entities
(described in the filing) serving as an initial foundation for K
Enter
From the preceding, it appears your present operations may be in the
context of the
operations of the Seven Korean Entities. In view of your disclosure
that there can be no
assurances that K Enter will be able to close the acquisition of
controlling equity interests
in each of the Seven Korean Entities, please explain to us in further
detail how K Enter
plans to conduct business and maintain operations without ownership in
the Seven Korean
Entities. Explain to us how K Enter plans on maintaining its studio
operations without
ownership of the Seven Korean Entities. Elaborate on the various
aspects noted in your
response to support that K Enter is a business. In doing so,
demonstrate to us K Enter's
present ability to provide goods with examples of content development
and written
contracts with production companies and writers for development of
content that you
describe in the response.
Interests of Certain Persons in the Business Combination, page 24
17. We note your response to prior comment 18 and disclosure of the
percentage of
outstanding K Enter shares held by directors of Global Star. Please
also provide the
percentage of outstanding K Enter shares held by Ted Kim and any other
affiliates of the
Sponsor, and make conforming revisions in the Q&A disclosure on page
7. Revise the risk
factor regarding conflicts of interest on page 64 to discuss all of
the conflicts described in
this section.
Risk Factors Relating to K Enter's Business and New K Enter's Business, page 29
18. We note your response to prior comments 22 and 23. Please continue
revising the risk
factors in this section so that they explain how and to what extent
these risks have
impacted the historical operations of the Seven Korean Entities, thereby
providing context
for why they are expected to impact New K Enter. For example, the risk
factor regarding
international operations beginning on page 32 still does not discuss
which operations of
the Seven Korean Entities are considered international and specific
resulting risks.
Additionally, when describing specific historical or current trends or
factors, please clarify
which of the Seven Korean Entities they relate to, rather than using
"New K Enter" as a
general substitute. For example, your statements on page 35 that "New K
Enter displays
FirstName LastNameAnthony Ang
original IP content...on New K Enter's websites..." and on page 39 that
inflation has not
Comapany NameK
materially Wave Media
impacted "NewLtd.
K Enter's day-to-day operations" imply that
New K Enter is
currently
February in Page
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6 and operational.
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Risk Factors, page 29
19. If the assets in the trust account of Global Star are securities,
including U.S. government
securities or shares of money market funds registered under the
Investment Company Act
and regulated pursuant to Rule 2a-7 of that Act, disclose the risk
that you could be
considered to be operating as an unregistered investment company.
Disclose that if you
are found to be operating as an unregistered investment company, you
may be required to
change your operations, wind down your operations, or register as an
investment company
under the Investment Company Act. Also include disclosure with respect
to the
consequences to investors if you are required to wind down your
operations as a result of
this status, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and that any warrants would
expire worthless.
We currently face concentration risk within Play Company Co. Ltd., page 37
20. We note your response to prior comment 46. Please disclose in this
risk factor, if true, that
your formal agreements with HYBE and its subsidiaries have expired and
discuss related
risks.
Our management has identified material weakness in Global Star's internal
control over financial
reporting ..., page 67
21. Please disclose the material weaknesses identified and your plans to
remediate them or
remediation plans underway.
Risk Factors Relating to PubCo
Our management has identified material weaknesses in K Enter's internal control
over financial
reporting ..., page 73
22. Please disclose the material weaknesses identified and your plans to
remediate them or
remediation plans underway.
Proposal No. 1 - The Reincorporation Merger Proposal
U.S. Federal Income Tax Consequences of the Business Combination to U.S.
Holders
U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders
of K Enter
Common Stock, page 87
23. We note your response to prior comment 27 explaining why Loeb & Loeb
cannot provide
a firm opinion with respect to tax consequences for U.S. holders of K
Enter common
stock. Please revise this section to disclose such reasoning and
describe the degree of
uncertainty in the opinion. Additionally, please revise the risk
factor regarding tax
treatment at page 75 to reflect that Nelson Mullins is providing a
firm opinion with respect
to tax consequences for U.S. holders of Global Star securities.
Anthony Ang
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Proposal No. 2 - The Acquisition Merger Proposal
Lock-Up Agreement, page 97
24. We note your response to prior comment 28 and reissue in part. Please
clarify which
persons' and entities' shares and warrants will be locked up following
the closing of the
Business Combination, and quantify the percentage of PubCo Ordinary
Shares and PubCo
Warrants that will be subject to Lock-Up Agreements. In this regard,
we note that your
revised disclosure states that "certain former stockholders of K
Enter, and certain other
persons and entities" will enter into lock-up agreements, but these
parties are not
identified in the proxy statement/prospectus or in the Form of Lock-Up
Agreement
included as Annex E.
Background of the Business Combination, page 100
25. We note your response to prior comment 30 and reissue in part. Please
revise to
discuss each meeting, presentation, or other activities that
transpired between Global Star
and K Enter from initial contact through execution of the Merger
Agreement, disclosing
the parties involved, topics covered, and the positions taken by the
parties at each of these
meetings. In this regard, you state on page 102 that virtual due
diligence calls between
Global Star and K Enter's management took place on a weekly basis from
May 2023, and
lists subjects discussed at the calls, but without details of what was
discussed about such
subjects, the information is not helpful for investors. . Your
disclosure should allow
investors to understand how and why specific terms of the transaction
evolved and what
the board considered in evaluating the business of K Enter as opposed
to simply listing the
subject matter discussed at the meeting. For example, please disclose
what in particular
was discussed about each of the Seven Korean Entities with respect to
product overviews,
intellectual property rights, future expansion plans, the competitive
landscape, etc., and
any concerns identified and how such concerns were resolved and/or
impacted the terms
of the transaction. Also discuss Global Star management's visit to
Seoul to meet with K
Enter executives, and what was learned at the on-site inspections and
in-person Q&A
sessions. It also appears that certain aspects of the April 9, 2023
term sheet changed over
time (e.g., K Enter having responsibility for a $50 million PIPE
financing, which is
framed as Global Star's responsibility on page 6 of this proxy
statement/prospectus and
not addressed in the Merger Agreement included as Annex A, and an
equity compensation
plan worth 1% of the combined company's outstanding shares, which
seems to now be
worth 10% of K Wave's shares). Lastly, you discuss two introductory
meetings between
Global Star and K Enter on February 8, 2023. Please clarify whether
these are referencing
the same meeting.
26. Please revise throughout to expound upon the background of K Enter's
acquisitions of the
Seven Korean Entities, including how and when they were identified as
acquisition
targets, any conflicts of interest in the negotiations between K Enter
and these entities, and
any specific ways in which these negotiations impacted the
negotiations between Global
Star and K Enter. For example, explain why "the prospect of acquiring
K Enter and the
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FirstName LastNameAnthony Ang
K Wave Media Ltd.
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Seven Korean Entities presented an attractive opportunity" that
outweighed Global Star's
"prefer[ence] to acquire a company with active operations," and how
the formation of
Studio Anseilen in March 2023 impacted the ongoing negotiations.
Please also confirm
the time at which Global Star ceased negotiations with the other
potential target
companies, as you state on page 101 that Global Star "actively
engaged" with two targets
from early April until June 2023, which is well after it executed the
non-binding term
sheet with K Enter. Also provide detailed disclosure of the
negotiation of, and reasons for,
specific terms of the transaction, such as why the closing of the
business combination is
conditioned only on the acquisitions of the controlling equity
interests of Play Company
Co., Ltd. and Solaire Partners LLC; how the acquisition of fewer than
all seven entities
could impact the consideration paid and the valuation of K Enter
relied upon by in
determining the fairness of the transaction; why K Enter will
wholly-own Play Company
but will be a majority owner for the other entities; negotiations of
the equity purchase
agreements and shares pledge agreements, including the purchase price
paid to particular
entities, and why the agreements were amended in September 2023 to
change the
purchase price from SPAC shares to K Enter shares, change the date of
closing from the
date shareholders approve the Merger Agreement to January 5, 2024 or
such other date as
designated by the purchaser, and eliminate approval of the Merger
Agreement as
conditions to closing. Please disclose the parties involved in
negotiating and finalizing
such terms and the date(s) on which the parties negotiated the terms.
Please also discuss
negotiations relating to the additional payment that may be owed to
the owner of Play
Company following the closing of the business combination and the
reasons for the
payment.
27. You disclose that Ted Kim introduced Global Star to K Enter in January
2023. Please
disclose the reasons for Mr. Kim's formation of K Enter given that K
Enter was not
formed until January 4, 2023, which is the same month he introduced K
Enter to Global
Star. Please indicate whether K Enter had already identified the Seven
Korean Entities at
the time it was introduced to Global Star. Please also explain how
Global Star had no
involvement in the negotiations between K Enter and the Seven Korean
Entities or the
formation of K Enter given that Mr. Kim is a managing member of the
Sponsor and was
the co-founder of K Enter and that the equity purchase agreements
initially contemplated
issuing shares of the SPAC as consideration and were and are
contingent on events related
to the business combination.
28. We note your revised disclosure in response to prior comment 29.
Please further
supplement this discussion to explain in detail how a $610 million
valuation for K Enter
was reached. The valuation report prepared by KPMG Samjong proposed a
valuation
range of $580 million to $650 million, but you state that this "was
not given more weight
than any other valuation metric" and do not disclose how or when the
final valuation was
reached. Further, please disclose the information about the report
required by Item
1015(b) of Regulation M-A, including the details and underlying data
for the valuation-
related analyses performed by KPMG Samjong, such as the discounted
cash flow analysis,
the forward trading enterprise value to sales multiple analysis, etc.
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29. We note your response to prior comment 34 and reissue in part. Please
provide additional
detail regarding the role of Xeno Investment Asia in the Business
Combination. Identify
the "two Korean law firms" that assisted with Global Star's due
diligence on K Enter and
the Seven Korean Entities.
30. We note your response to prior comment 35 and inclusion of the
original and updated
financial projections for the Seven Korean Entities in Annexes F and
G. Where you
discuss the November 2023 updated financial projections on page 103,
provide additional
detail on the specific drivers of the projected revenue increases from
2025 onward,
particularly in light of the fact that projected revenues decreased
for 2023. As an example
only, explain why K Enter believed it would have "the ability to bring
additional
management companies and artists" as compared to when the original
projections were
prepared. Identify specific factors or contingencies that would affect
this growth
ultimately materializing.
Opinion of Global Star's Financial Advisor, page 106
31. We note your response to prior comment 38 and statement on page 108
that
EverEdge's opinion speaks only to the fairness of the transaction
consideration to Global
Star's public equity holders. Please reconcile disclosure on pages
F-6, F-12, and G-14
indicating that the opinions are only for the benefit of "the equity
holders...of the Target's
shares." Additionally, you have revised to state that EverEdge
considered certain conflicts
of interest between K Enter and Global Star in rendering its fairness
opinions, but this is
unclear from the opinions included as Annexes F and G. Please remove
this statement or
advise.
32. Please revise to disclose the selection criteria for the comparable
companies and present
these companies' annual revenue amounts and market capitalizations as
a measure of
comparison, as many appear to have more developed businesses than K
Enter. Please
specifically address why EverEdge believed that these companies, which
include
companies with a long operating history and a market capitalization in
the billions, were
appropriate to use in valuing K Enter. Identify each of the relevant
transactions used in the
Guideline Transaction Method, including the companies involved and the
size of such
companies, the value of the transactions, the industry of the
companies involved and the
dates of such transactions. Please also disclose the underlying data
for each of the
comparable companies and transactions discussed here, including the
multiples used for
each company or transaction.
Proposal No. 3 - The Governance Proposals
Governance Proposal C - Exclusive Forum, page 122
33. We note your response to prior comment 39. Please further revise the
description of the
exclusive forum provision in PubCo's Amended and Restated Memorandum
and Articles
of Association to disclose whether it applies to claims under the
federal securities laws. In
this regard, we note that Article 50.4 states, "This Article 50 shall
not apply to any actions
Anthony Ang
FirstName LastNameAnthony Ang
K Wave Media Ltd.
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or suits brought to enforce any liability or duty created by the
[U.S.] Securities Act of
1933, as amended, the Exchange Act, or any claim..." Make conforming
revisions in the
letter to stockholders, notice of meeting, and risk factor disclosure.
Business of K Enter
Company and Industry Background, page 139
34. Your disclosure in this section (e.g., pages 139-150) appears to
overlap with disclosure in
the "Capabilities and the Seven Korean Companies to be acquired"
section (e.g., pages
157-169), and in some instances, information is presented
inconsistently. For example, on
page 146 you disclose that Play Company's formal agreements with
artist management
company HYBE and its subsidiaries have expired and that continued
distribution of
products is based on an "informal understanding," but at page 165 you
state that Play
Company "is the trusted partner of K Pop groups..." Additionally, on
page 167 you
indicate that Solaire Partners "plans to create a VCC fund in
Singapore," while on page
148 you state that such a fund was established in November 2023.
Please combine these
two sections to provide cohesive disclosure regarding each of the
Seven Korean Entities
and the four industry areas in which K Enter will operate.
Capabilities and the Seven Korean Companies to be acquired, page 157
35. Where you describe the Share Purchase Agreements and related
agreements with each of
the Seven Korean Entities, disclose whether any of the shares to be
retained by the future
minority shareholders in these entities hold economic, voting, or
other rights that differ
from those of the shares to be purchased by K Enter. We note, for
example, that pursuant
to the Share Purchase Agreement between K Enter and certain
shareholders of First
Virtual Lab Inc., K Enter will purchase only shares of common stock,
while a class of
preferred stock is also outstanding.
36. Please elaborate on the nature of the rights created by the Equity
Pledge Agreements with
certain shareholders of the Seven Korean Entities and how they enable
K Enter to exercise
"de facto" or "effective" control over the entities. Clarify, for
example, whether the
shareholders, as pledgors, or K Enter, as pledgee, hold voting and
economic rights with
the respect to the shares during the term of the Equity Pledge
Agreements (i.e., before the
closing of the Share Purchase Agreements).
2. Content virtualization, page 163
37. We note your response to prior comment 45 and disclosure that King
Bear Film, rather
than K Enter or First Virtual, has entered into a non-binding
memorandum of
understanding with Monolith Studio. Explain how this memorandum of
understanding
relates to K Enter or First Virtual and why it could lead to an
"exclusive strategic
partnership" with Monolith Studios. Additionally, where you mention
Monolith Studio on
pages 143-145, please revise to make it clear that no definitive
agreement has been
reached.
Anthony Ang
FirstName LastNameAnthony Ang
K Wave Media Ltd.
Comapany25,
February NameK
2024 Wave Media Ltd.
February
Page 12 25, 2024 Page 12
FirstName LastName
Share Purchase Agreement, page 164
38. The Share Purchase Agreement between K Enter and certain shareholders
of First Virtual
Lab Inc. filed as Exhibit 10.16 appears to be the only one among the
agreements to
acquire controlling interests in the Seven Korean Entities that has
not been amended.
Accordingly, Section 2.2(2) indicates that the purchase price is to be
settled in "newly
issued shares of the SPAC," rather than shares of K Enter. Section 3.1
provides that the
closing is to take place on the date that the Merger Agreement is
approved by K Enter and
Global Star shareholders, rather than January 5, 2024 or another date
determined by K
Enter as appears to be the case under the other amended Share Purchase
Agreements.
Lastly, Sections 6.1(4) and 6.2(4) provide that approval by K Enter's
and Global Star's
shareholders of the Merger Agreement is a condition to closing, while
this provision has
been eliminated from the other Share Purchase Agreements via
amendment. If these
differences in the transaction terms are accurate, please revise your
disclosure here and
elsewhere throughout the registration statement, including where the
timing of the
acquisitions in relation to the Business Combination is discussed, to
reflect the
differences.
Unaudited Pro Forma Condensed Combined Financial Information, page 227
39. You disclose in the filing K Enter is to acquire Play Company first,
and after this
acquisition the resulting entity will acquire the remaining six of the
Seven Korean
Entities. Please explain to us how your current pro forma presentation
reflects this order of
transactions and whether the amounts presented would be materially
affected if your
presentation was revised to reflect this sequence of transactions.
Also, explain to us how
the Reincorporation Merger is reflected in the pro forma financial
information.
Security Ownership of Certain Beneficial Owners, page 278
40. We are unable to locate where you have made revisions in response to
prior comment 58
and reissue. Please additionally provide the beneficial ownership
information required by
Item 403 of Regulation S-K with respect to PubCo following the
Business Combination.
Demonstrate ownership amounts and percentages under varying redemption
scenarios.
Refer to Item 18(a)(5)(ii) of Form F-4.
Description of PubCo's Securities
Comparison of Shareholders' Rights, page 284
41. Please revise to eliminate inconsistencies between the disclosure in
these sections and the
Amended and Restated Memorandum and Articles of Association of K Wave
filed as
Annex B. As examples only, please address the following discrepancies:
You state on page 284 that extraordinary general meetings may be
called upon a
requisition of shareholders holding at least one-third of votes of
issued and
outstanding shares, while Section 19.3 states that "...the Members
shall not have the
ability to call general meetings."
Anthony Ang
FirstName LastNameAnthony Ang
K Wave Media Ltd.
Comapany25,
February NameK
2024 Wave Media Ltd.
February
Page 13 25, 2024 Page 13
FirstName LastName
You state on page 284 that shareholders may not put proposals
before any general
meetings not called by such shareholders, while Section 19.5 sets
forth advance
notice provisions for "Members seeking to bring business before
the annual general
meeting..."
The disclosure under "Variations of Rights of Shares" on page
286 does not seem to
align with Section 10.1.
PubCo Warrants, page 287
42. We note your response to prior comment 59 but are unable to locate
where you have
addressed this comment and reissue. Highlight, if true, the decrease
in the price at which
the PubCo Warrants will become mandatorily redeemable at the option of
PubCo. Add
risk factor disclosure regarding any material risks to public warrant
holders and
clearly explaining the steps, if any, PubCo will take to notify all
shareholders, including
beneficial owners, regarding when the warrants become eligible for
mandatory
redemption.
Financial Statements, page F-1
43. Refer to your response to prior comment 60. It appears Pubco (the
registrant) is not a
business combination related shell company because it is not formed to
change the
domicile solely within the United States and the reincorporation
transaction involves
another entity that is a shell company (Global Star). Further, it
appears Pubco will acquire
or otherwise succeed to a business (Play Company as predecessor) for
which financial
statements are required to be filed. Accordingly, please include
financial statements of
Pubco, audited as appropriate, for the appropriate periods pursuant to
Item 14(h) of Form
F-4. The historical financials of Pubco also should be included in the
pro forma financial
information as appropriate.
Financial Statements of Play Company for the Years Ended December 31, 2022 and
2021
Note 8. Income and Expenses
C. Expenses by nature, page F-105
44. Refer to your response to prior comment 63. Please provide us with an
analysis using the
guidance in paragraphs B34-B38 of IFRS 15 supporting your conclusion
that you act as
principle for revenue recognition purposes. Include in your response a
detailed description
of the internal and external processes involved in customer/contract
acquisition, content
and merchandise procurement, delivery to customer, pricing strategy
and determination,
and any other factors you considered in reaching your conclusion.
General
45. You refer to both Global Star Acquisition Corp. and Global Star
Acquisition Inc. as
Global Star, but we note that Global Star Acquisition Inc.
is the name of the SPAC as
included in its Certificate of Incorporation. Please confirm whether a
separate entity called
Anthony Ang
K Wave Media Ltd.
February 25, 2024
Page 14
Global Star Acquisition Corp. exists. If so, disclose the
relationship between these
entities and the role of each in the transactions disclosed in the
filing. If not, remove
references to Global Star Acquisition Corp.
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
Kelly Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
FirstName LastNameAnthony Ang
Division of
Corporation Finance
Comapany NameK Wave Media Ltd.
Office of Trade &
Services
February 25, 2024 Page 14
cc: Andy Tucker
FirstName LastName