SecProbe.io

United States securities and exchange commission logo
December 11, 2023
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Draft Registration Statement on Form F-4
Submitted November 13, 2023
CIK No. 0002000756
Dear Anthony Ang:
            We have reviewed your draft registration statement and have the following comments.
            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.
Draft Registration Statement on Form F-4 submitted November 13, 2023
Cover Page
1.Please include the "Calculation of Registration Fee" table on the cover page as Exhibit
107 to the registration statement. Refer to Form F-4 and Item 601(b)(107) of Regulation
S-K.
Letter to the Stockholders of Global Star Acquisition Inc., page i
2.Please expand your discussion of the ownership of PubCo following the Business
Combination to disclose the percentage ownership interest that will be held by each of the
Global Star public shareholders (not including the Sponsor), the Sponsor, and K Enter's
shareholders, assuming both a minimum and maximum redemption scenario, as well as

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 December 11, 2023 Page 2
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
December 11, 2023
Page 2
the exercise and conversion of all securities. To the extent that any shareholder or group
of shareholders will own a percentage of interests such that they will have a controlling
interest in PubCo, please identify such shareholder(s) and disclose the extent of control.
3.We note your statement that K Enter "own[s] approximately...86.9%...of GLST Common
Stock as of the record date" and is expected to vote such GLST Common Stock in favor of
the Reincorporation Merger Proposal and the Acquisition Merger Proposal. Please
confirm that K Enter owns 86.9% of GLST's outstanding Common Stock, as this appears
inconsistent with the beneficial ownership table on page 224. We may have additional
comments.
4.In this section you refer to "Global Star Acquisition Inc." as "we", "our" and "Company".
But you also use these terms to refer to "K Enter" in the sections "Business of K Enter"
(e.g., "our" on page 143) and "Management's Discussion and Analysis of Financial
Condition and Results of Operations of K Enter."  For consistency and clarification,
please replace these references wherever they occur in these sections with the entity's
name to which they refer.
Notice of Stockholder Meeting, page v
5.In your instructions to Global Star shareholders for redeeming their public shares, you
state, "If redemption takes place after consummation of the Merger, it is shares of PubCo
Common Stock that will be redeemed." This may be read to imply that these shareholders
could still exercise their redemption rights following the Business Combination, which
conflicts with your disclosure elsewhere that holders of public shares must elect to redeem
prior to two business days before the Special Meeting. Please remove this statement or
provide additional context to clarify its meaning.
Use of Certain Terms, page 3
6.With a view towards consistency, please revise throughout to use terms as they are
defined in this section or in their respective disclosure sections. For example, we note
interchangeable use of "Merger," "Business Combination," and "Proposed Business
Combination" throughout, as well as use of the undefined "Sponsor Shares" rather than
the defined "Founder Shares" in places.
Questions and Answers About the Business Combination and the Special Meeting, page 5
7.Please supplement this section with a question and answer related to the additional $50
million PIPE financing contemplated in the negotiations between Global Star and K Enter.
Discuss the expected use of the proceeds of this financing, whether there have been any
discussions to date with potential PIPE investors, the potential dilutive impacts to public
shareholders, and whether the PIPE financing is a condition to closing.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 December 11, 2023 Page 3
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
December 11, 2023
Page 3
Q: What vote is required to approve the Proposals?, page 7
8.In light of the Sponsor's and Initial Stockholders' commitment to vote their shares in favor
of certain proposals, please disclose the requisite percentage of Global Star's public shares
that would need to be voted in favor of each proposal in order to approve it.
Q: Will I experience dilution as a result of the Business Combination?, page 9
9.We note your presentation of the equity ownership percentages of various shareholder
groups following the Business Combination under minimum and maximum redemption
scenarios. Please supplement this table and related disclosure elsewhere to show scenarios
assuming minimum, maximum, and interim redemptions along with the exercise or
conversion of all securities, including warrants, and any other sources of dilution. Ensure
that all possible sources and extent of dilution that shareholders who elect not to redeem
their shares may experience in connection with the Business Combination are disclosed
including, but not limited to, the potential PIPE investment and promissory note payment
conversions. We further note that the ownership percentages in this table do not currently
align with those in the chart on page 16. Please ensure that your disclosure regarding
dilution potential is consistent throughout the proxy statement/prospectus.
10.Please revise your disclosure here and elsewhere throughout your proxy
statement/prospectus as appropriate to show the potential impact of redemptions on the
per share value of shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum, and
interim redemption levels.
11.Please confirm whether redeeming shareholders will retain their Global Star warrants,
which will automatically convert to PubCo warrants. If so, please quantify the value of
such warrants, based on recent trading prices, that may be retained by redeeming
shareholders assuming maximum redemptions and identify any material resulting risks.
Q: Is there a deadline for the Business Combination..., page 11
12.We note your disclosure that, in exchange for depositing monthly extension payments into
the trust account, the Sponsor will receive an unsecured promissory note payable upon
consummation of a business combination. Please revise your disclosure here and
elsewhere as appropriate to provide additional details about such promissory note,
including its amount, maturity date, and whether it will be convertible.
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination
K Enter Holdings Inc., page 15
13.Please disclose in this section that, although K Enter expects to consummate the equity
purchases for each of the Seven Korean Entities, only the completed acquisitions of Play
Company and Solaire Partners are conditions to closing under the Merger Agreement, as

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 December 11, 2023 Page 4
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
December 11, 2023
Page 4
stated on page 87. Please discuss how the inability to consummate purchases of the
remaining entities could impact the Business Combination and an investment in PubCo's
securities, and add appropriate risk factor disclosure.
Post-Business Combination Structure and Impact on the Public Float, page 16
14.We note your post-Business Combination organizational chart provided on page 16.
Please additionally provide charts demonstrating the pre-Business Combination structure
and ownership of Global Star and K Enter, as well as a chart depicting the structure of the
organization following the anticipated acquisitions of the Seven Korean Entities.
Anticipated Accounting Treatment, page 20
15.On pages 20, 146 and 172 you state the accounting treatment of the Business Combination
was determined under International Financial Reporting Standards, specifically IFRS 2.  It
appears the Business Combination is between Global Star and K Enter and both of these
entities are accounted for using U.S. GAAP.  Please explain to us why you believe IFRS is
applicable instead of U.S. GAAP.  In connection with this, in some places you disclose
"New K Enter" is the entity merging with Global Star.  Please clarify the specific entity
that is merging with Global Star and clearly state the order the respective merger
transactions (i.e., Global Star/K Enter and K Enter/Play Company) occur.
16.You disclose on pages 20 and 172 the acquisition of Play Company by K Enter will be
accounted for in accordance with IFRS 3.  It appears K Enter is not a business pursuant to
IFRS 3.  Accordingly, it appears the transaction should be accounted for in accordance
with IFRS 2.  Please advise.
Interests of Certain Persons in the Business Combination, page 21
17.Please quantify the aggregate dollar amount and, to the extent not already listed, describe
the nature of what the Sponsor, its affiliates, and the directors and officers of Global Star
have at risk that depends on completion of a business combination. Include the current
value of securities held, loans extended, fees due, and out-of-pocket expenses for which
any of the foregoing parties are awaiting reimbursement.
18.We note your disclosure of K Enter common stock held by Global Star's officers and
directors. Please supplement your disclosure here and in the discussion of conflicts of
interest elsewhere to highlight all material interests in the transaction held by the Sponsor
and its affiliates as well as Global Star's officers and directors, including those that arise
due to an interest in or affiliations with K Enter and/or any of the Seven Korean Entities.
For example, we note that a Managing Member of the Sponsor is also a co-founder and
director of K Enter. Please clarify how the Global Star board considered such conflicts in
negotiating and recommending the Business Combination.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 December 11, 2023 Page 5
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
December 11, 2023
Page 5
19.It appears that Global Star's charter waived the corporate opportunities doctrine. Please
address this potential conflict of interest and whether it impacted Global Star's search for
an acquisition target.
Recommendations of the Global Star's Board of Directors to the..., page 22
20.You state in this section that, "The Global Star board of directors did not obtain a fairness
opinion on which to base its assessment," which conflicts with disclosure elsewhere and
the inclusion of EverEdge's opinion in the proxy statement/prospectus. Please revise your
disclosure accordingly.
Risk Factors, page 22
21.Please revise to provide a summary of the risk factors here. Refer to Item 3 of Form F-4.
Risk Factors
Risk Factors Relating to K Enter Holdings Inc.'s Business and Industry, page 24
22.Many of the risk factors in this section reference risks that appear applicable to any
company operating in this industry.  For example, you note that you "may experience
substantial fluctuations in [y]our operating results and growth rate," but you do not give
any examples of why and how your business could experience such fluctuations.
Similarly you note that your international operations expose you to risks, but you do not
discuss which operations you consider to be international and the risks you face.
These are just examples.  Please revise the risk factors in this section to explain
specifically how and to what extent these risks have impacted the historical operations of
the Seven Korean Entities and ensure they are tailored to the businesses of such entities.
23.We note your indication that references to "we," "us," and "our" in this section refer to K
Enter, but given K Enter's limited business operations to date, many of the operational and
industry risk factors in this section appear to be applicable to the Seven Korean Entities
instead. Please revise your disclosure to clarify which particular entity(ies) the disclosure
is referencing as opposed to using terms such as "we." It also appears that this section is
drafted assuming completion of the business combination. Where you discuss risk factors
relating to historical operations, please revise the disclosure so it does not suggest these
are the current operations of K Enter. As K Enter is a recently formed company with no
operational history, consider including a separate section discussing the risks relating to
the Seven Korean Entities. Additionally, please ensure that the risk factors are tailored to
reflect the current businesses of the Seven Korean Entities. For example, it is unclear how
your statement on page 41 that, "A substantial portion of our revenue comes from the
distribution of music..." aligns with the discussion of the business activities of the Seven
Korean Entities beginning on page 132.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 December 11, 2023 Page 6
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
December 11, 2023
Page 6
Inflation may cause our investment and development costs..., page 26
24.We note your risk factor indicating that inflation has impacted your business. Please
update this risk factor if recent inflationary pressures have materially impacted operations
and the specific entity(ies) that has been impacted. In this regard, identify the types of
inflationary pressures the entity(ies) is facing and how its business has been affected.
If our electronic data is compromised...
Despite our security measures, our information technology..., page 35
25.Your risk factors describe security breaches and cybersecurity risks and risks of data loss
due to security breaches as a material risk. Since cybersecurity and cyber-attacks are a
potential risk, please also disclose in an appropriate place the nature of the board's role in
overseeing your cybersecurity risks, including in connection with the company's third
party providers.  Please also confirm the accuracy of the statement that your data is stored
electronically in locations around the United States, as you disclose in the first sentence.
Risk Factors Relating to the Business Combination, page 57
26.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks may include the
absence of due diligence conducted by an underwriter that would be subject to liability for
any material misstatements or omissions in a registration statement.
Proposal No. 1 - The Reincorporation Merger Proposal
Material U.S. Federal Income Tax Consequences of The Business Combination, page 74
27.You state that the discussions under "U.S. Federal Income Tax Consequences of the
Business Combination to U.S. Holders" and "U.S. Federal Income Tax Consequences of
the Acquisition Merger to U.S. Holders of K Enter Common Stock" constitute the
opinions of Nelson Mullins and Loeb & Loeb, respectively. Accordingly, it appears that
counsel intend to file a short-form tax opinion and the disclosure in the prospectus serves
as the tax opinion. Additionally, we note the statements that the Reincorporation Merger
and Acquisition Merger "should" qualify as reorganizations and that shareholders "should
not recognize gain or loss." Please revise to have each couns