SecProbe.io

November 24, 2025
Ted Kim
Chief Executive Officer
K Wave Media Ltd.
121 South Church Street
George Town, Grand Cayman
KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed September 22, 2025
File No. 333-289396
Dear Ted Kim:
            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. Unless we note
otherwise, any references to prior comments are to comments in our August 27, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed September 22, 2025
The Offering, page 10
We note your response to prior comment 5. Please make conforming revisions where
use of proceeds are discussed in this section, as you still refer to the $500 million and
$510,526,316 figures that take into account the Additional Notes and Additional
Warrant. We also note that in response to prior comment 5 you discuss only the $15
million and $10 million received by the company in connection with the issuance of
the Initial Notes, Initial Warrants, Second Notes, and Second Warrants. Please also
disclose what the company would receive upon exercise of warrants, or if the
 1.

November 24, 2025
Page 2
company does not expect to receive proceeds pursuant to such exercises, please state
as much and explain why.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
K Wave Media Ltd.
Use of Custodians and Storage of Bitcoin, page 100
2.We note your response to prior comment 9. Please revise to clarify, if true, that the
insurance maintained by BitGo is shared among all such custodian’s customers, is not
specific to your company, and may not be available or sufficient to protect you from
all possible losses or sources of losses. In addition, we note that you have instructed
BitGo to hold all of your private keys in hot wallets. Please address the risk of holding
your private keys in hot wallets, and revise to address your reasons for instructing
BitGo to hold your private keys in hot wallets.
Exhibit Index, page II-5
3.File an opinion of counsel that relates to the legality of the securities being registered
in the current registration statement. We note that Exhibit 5.1 appears to relate to a
previous registration statement.
General
4.While we note your response to prior comment 13, we are unable to agree that
registering the resale of ordinary shares underlying the Second Notes and Second
Warrants is appropriate at this time. Specifically, the conditions to the purchasers'
obligations with respect to the Second Closing set forth in Sections 2.5(c)(vi) and (vii)
of the SPA relate to the market price of the company's securities, which is not
permitted by Securities Act Sections Compliance and Disclosure Interpretations
Question 139.11 and indicates that the investors are not irrevocably bound to purchase
the securities. Please revise the registration statement to limit the ordinary shares
registered for resale to those underlying the Initial Notes and Initial Warrants, or
revise the prospectus to disclose a fixed price at which the selling shareholders will
offer the shares and identify the selling shareholders as underwriters.
            Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andy Tucker