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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

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 FirstName LastNameAnthony Ang
K Wave Media Ltd.
February 25, 2024
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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.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 3
 FirstName LastName
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
$2.69 equity per share figure assuming maximum redemptions. Please explain why the
value per share is shown as increasing and whether you are considering the use of Trust
Account proceeds for redemptions.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 4
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
February 25, 2024
Page 4
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

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 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 5
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K Wave Media Ltd.
February 25, 2024
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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

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 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 6
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
February 25, 2024
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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 Ko