SEC Comment Letter 0000000000-24-004158 to Nexus Advanced Technologies Inc. (KWM)
Nexus Advanced Technologies Inc.
Date: April 17, 2024 · CIK: 0002000756 · Accession: 0000000000-24-004158
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File numbers found in text: 333-278221
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United States securities and exchange commission logo
April 17, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Registration Statement on Form F-4
Filed March 26, 2024
File No. 333-278221
Dear Anthony Ang:
We have reviewed your 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.
Registration Statement on Form F-4 filed March 26, 2024
Letter to the Stockholders of Global Star Acquisition Inc., page i
1.We note your response to prior comment 1. Revise to additionally provide the percentage
ownership interest of PubCo that will held by each of Global Star's public shareholders,
the Sponsor and Initial Stockholders, and K Enter's current shareholders under a minimum
and maximum redemption scenario assuming the exercise and conversion of all securities
that are potential sources of dilution. In this regard, your quantified amounts do not appear
to take into consideration the potential sources of dilution specified in the table at page 12.
Questions and Answers About the Business Combination and the Special Meeting
Q: Will Global Star or K Enter be raising any financing..., page 6
2.We note your response to prior comment 4 and reissue in part. Specifically address in this
question and answer the three installments of cash payments that will be due to the current
owner of Play Company following the closing of the business combination and explain
FirstName LastNameAnthony Ang
Comapany NameK Wave Media Ltd.
April 17, 2024 Page 2
FirstName LastName
Anthony Ang
K Wave Media Ltd.
April 17, 2024
Page 2
how PubCo and K Enter expect to make such payments if a PIPE financing is not secured
and significant redemptions by Global Star shareholders occur. If your disclosure that
"PubCo will fund its working capital from cash flow from operation" is intended to
indicate that PubCo’s cash flow from operations is expected to be sufficient to cover such
payments, state as much. Further, address in this question and answer how the lack of a
PIPE financing would impact the plans for K Enter discussed elsewhere in the registration
statement.
3.Confirm whether the "private capital raise" of K Enter discussed on page 194 is separate
from the $50 million PIPE addressed in this question and answer. If it represents a
separate source of potential financing, add discussion of it here and confirm whether it
could represent an additional source of dilution.
Will I experience dilution as a result of the Business Combination?, page 10
4.Refer to your response to prior comment 7. You say "Shareholders’ Equity (Deficit) per
Share" presented on (now) page 277 is calculated as shareholders’ equity/number of
shares outstanding. This typically is how "book value per share" is calculated.
Accordingly, it appears this calculation should be described as such. You further state
"Per Share Pro Forma Book Value of Shares outstanding at Closing" presented on page 11
(and page 12) is calculated as pro forma equity value of shares outstanding at closing/pro
forma total shareholders’ equity. Please show us and disclose in detail how this measure
is computed for each amount presented. Also, disclose what this measure represents and
how it is useful to investors. Additionally, since this measure is not computed as and its
description is confusingly similar to "book value per share," change the description to
express what the measure represents.
Q: Is there a deadline for the Business Combination to occur? What happens..., page 14
5.We note that in response to prior comment 8 you have reverted to indicating that the
Sponsor has funded the monthly extension payments into the Trust Account "in exchange
for a non-interest-bearing, unsecured promissory note payable upon consummation of a
business combination." Revise your disclosure here and elsewhere as appropriate to
provide additional details about such promissory note(s), including its amount, maturity
date, and whether it is convertible. If it is convertible into shares of PubCo stock, include
it as another source of dilution in your presentation of ownership of PubCo following the
business combination. Additionally, please address the promissory note(s) where you
discuss conflicts of interest of Global Star's directors and officers and their investments
that may expire worthless if a business combination is not consummated.
FirstName LastNameAnthony Ang
Comapany NameK Wave Media Ltd.
April 17, 2024 Page 3
FirstName LastName
Anthony Ang
K Wave Media Ltd.
April 17, 2024
Page 3
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination
K Enter Holdings Inc., page 18
6.On pages 18 and 32 you disclose PubCo’s expected revenues and profits will be decreased
and the value of its securities will be negatively affected following the Business
Combination if K Enter does not acquire controlling interests in any of the Six Korean
Entities. Since it is disclosed elsewhere the Business Combination cannot occur without K
Enter acquiring controlling interests in both of Play Company Co., Ltd. and Solaire
Partners LLC (two of the Six Korean Entities), it appears PubCo only would be negatively
affected if acquisition of controlling interests in any of the remaining Six Korean Entities
does not occur. Please clarify here and elsewhere as appropriate.
Post-Business Combination Structure and Impact on the Public Float, page 19
7.Since the acquisition of Solaire Partner LLC is a condition to the Business Combination
and is to follow the acquisition of Play Company Co., Ltd. by K Enter, it appears useful to
show a chart for the Solaire acquisition after the chart of K Enter's acquisition of Play
Company. In doing so, please clarify the expected order of the acquisition of Solaire by
the combined K Enter/Play Company entity relative to the acquisition of the remaining
Six Korean Entities. That is, clarify if it is expected that the combined K Enter/Play
Company entity will acquire Solaire before any of the remaining Six Korean Entities or
after the combined entity acquires one or more of the remaining Six Korean Entities.
8.We note your response to prior comment 10 and reissue in part. Identify in the charts the
holders of minority interests in each of the Six Korean Entities. Additionally, demonstrate
when the two steps shown on page 20 (i.e., K Enter's acquisition of 100% equity interest
in Play Company and acquisition of equity interests in the five remaining Six Korean
Entities) will happen in relation to the special meeting of Global Star's stockholders. If
there is uncertainty or ambiguity regarding this point, explain it to investors.
Anticipated Accounting Treatment, page 26
9.If the reference here and pages 104 and 112 to "re-domestication" merger is intended to
represent the same as the "Reincorporation Merger," please change the reference for
consistency.
Interests of Certain Persons in the Business Combination, page 27
10.We note your response to prior comment 17 and reissue in part. Provide the percentage of
outstanding K Enter shares held by Ted Kim and any other affiliates of the Sponsor, and
make conforming revisions where this conflicts of interest disclosure appears elsewhere.
In this regard, you have revised to add disclosure of the number of Global Star shares held
by the Sponsor and Global Star's officers and directors.
FirstName LastNameAnthony Ang
Comapany NameK Wave Media Ltd.
April 17, 2024 Page 4
FirstName LastName
Anthony Ang
K Wave Media Ltd.
April 17, 2024
Page 4
Risk Factors, page 32
11.We note your response to prior comment 42 but are unable to locate where you have
addressed the portion of the comment requesting risk factor disclosure and reissue. Add
risk factor disclosure addressing the mandatory redemption features of the PubCo
warrants and explaining any material risks to public warrant holders. Clearly explain the
steps, if any, PubCo will take to notify all shareholders, including beneficial owners,
regarding when the warrants become eligible for mandatory redemption.
12.Throughout this section you continue to present certain risks as those of New K Enter and
your disclosure implies that New K Enter is currently in existence and operational. As
examples only, you include statements stating that a "substantial portion of New K Enter's
revenue comes from the distribution of music and digital content," and that "New K
Enter's growth may depend, in part, on the success of its current and future strategic
relationships." Please revise to remove the implication that New K Enter has an
operational history and instead reference the particular entity(ies) whose business
currently faces these risks or clarify that these are future risks to New K Enter.
Risk Factors Relating to K Enter's Business and New K Enter's Business, page 32
13.We note multiple risk factors discussing the importance of the Six Korean Entities'
intellectual property, and that such intellectual property is "critical to New K Enter's
success." Please revise to specify the particular intellectual property that is material to the
success of New K Enter, including the current entity(ies) which hold the intellectual
property and the significance of the intellectual property. Please also disclose in the
section titled K Wave's Business the extent to which the company is dependent on such
intellectual property, as well as any related material information such as patent expiration
dates or terms of license agreements.
We currently face concentration risk..., page 40
14.You disclose that if the agreement with HYBE is not renewed, you run the risk that
revenue from HYBE "will decline." This suggests that you may continue generating
revenue from HYBE even if the agreement is not renewed. Please clarify why you will
continue generating revenue from HYBE, or revise to state that you will not generate
revenue from HYBE if the agreement is not renewed. Please also indicate the projected
impact to Play's financial results if the HYBE agreement is not renewed, and indicate the
significance of the new agreement with SM Entertainment Co., Ltd. so that shareholders
can assess the potential impact of this agreement going forward.
Global Star's directors and officers may have certain conflicts in determining..., page 67
15.Please revise to quantify the aggregate dollar amount of each officers' and directors'
investments in the common stock of K Enter so that investors understand the significance
of what is at risk if the business combination does not close.
FirstName LastNameAnthony Ang
Comapany NameK Wave Media Ltd.
April 17, 2024 Page 5
FirstName LastNameAnthony Ang
K Wave Media Ltd.
April 17, 2024
Page 5
The Business Combination may be a taxable event for U.S. Holders..., page 80
16.We note your response to prior comment 23 and reissue in part. Revise this risk factor to
reflect that Nelson Mullins is providing a firm opinion with respect to tax consequences
for U.S holders of Global Star securities. This risk factor reflects that the Reincorporation
Merger "should qualify as a 'reorganization'," whereas the tax opinion beginning on page
90 indicates that it "will" qualify as a reorganization.
Proposal No. 2 - The Acquisition Merger Proposal
Conditions to Closing, page 101
17.Revise to specify the precise conditions to closing. We note that the current disclosure
states only the the parties must comply with all of their obligations under the Merger
Agreement in all material respects.
Background of the Business Combination, page 105
18.We note the additional information provided in this section in response to prior comments
25 and 26. Please further elaborate on the following:
•why Global Star continued to negotiate with Target B up until the execution of the
merger agreement between Global Star and K Enter, despite mutual acceptance of the
term sheet in April 2023;
•negotiation of the share purchase agreements with the Seven Korean Entities,
including negotiation of consideration to be paid to the entities' shareholders,
particularly the reasoning behind the additional payments and earn-out amounts owed
to the owner of Play Company following the closing of the business combination;
•why and when the $50 million PIPE financing became Global Star's primary
responsibility, rather than K Enter's as contemplated by the April 2023 term sheet;
•why the share purchase agreements with the Seven Korean Entities were amended in
September 2023 to change the purchase price from Global Star shares to K Enter
shares, change the date of closing from the date shareholders approve the merger
agreement to January 5, 2024 or another date as designated by K Enter, and eliminate
approval of the merger agreement as conditions to closing;
•the decision to terminate the share purchase agreement with First Virtual and
negotiation of the option retained by shareholders of First Virtual to force K Enter to
purchase a controlling interest in First Virtual under certain circumstances; and
•Global Star's decision to obtain an updated fairness opinion from EverEdge in March
2024, including whether and when updated financial projections eliminating First
Virtual were provided.
19.Please revise to ensure accuracy in the use of "Six Korean Entities" versus "Seven Korean
Entities" when discussing the timeline of the negotiations process in this section and
elsewhere throughout the proxy statement/prospectus, particularly when discussing which
entities were taken into consideration for purpose of the KPMG valuation report, fairness
opinions, and underlying projections. In this regard, we note that you have generally
FirstName LastNameAnthony Ang
Comapany NameK Wave Media Ltd.
April 17, 2024 Page 6
FirstName LastNameAnthony Ang
K Wave Media Ltd.
April 17, 2024
Page 6
revised prior references to "Seven Korean Entities" to be to "Six Korean Entities," even
though at the time of many of the events you discuss, K Enter's acquisition of a
controlling interest in First Virtual was still contemplated. Provide additional context early
in this section so that investors understand when and why there was a change from "Seven
Korean Entities" to "Six Korean Entities." Your disclosure regarding the relationship
between K Enter and First Virtual does not appear until the end of the section and does not
adequately explain that First Virtual was originally part of the "Seven Korean Entities"
and that the KPMG valuation report and first fairness opinion were premised upon its
acquisition along with those of the Six Korean Entities. As one example of other
disclosure that should be adjusted, revise your statements on page 18 and 32 that, "The
financial projections and other financial information included in...the First Fairness
Opinion and the Second Fairness Opinion...are premised on the successful acquisition of
all Six Korean Entities," to make it clear that the first fairness opinion was premised on
the acquisition of seven entities, including First Virtual.
20.We reissue prior comment 28 in part. Explain in detail how a $610 million valuation for K
Enter was reached. Your disclosure continues to state that the $610 million valuation was
first proposed in a term sheet presented by Global Star on April 9, 2023 and that there
"was no discussion of valuation" in the immediately preceding meeting between Global
Star and K Enter, but it remains unclear exactly how and when that number was reached.
Your indication that the $610 million valuation was accepted by K Enter on April 11,
2023 also seems inconsistent wit