Correspondence 0001829126-24-000469 from Nexus Advanced Technologies Inc. (KWM)
Nexus Advanced Technologies Inc.
Date: Jan. 26, 2024 · CIK: 0002000756 · Accession: 0001829126-24-000469
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K
Wave Media Ltd.
c/o
Maples Corporate Services Limited
PO
Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
January 26, 2024
Via EDGAR
Division of Corporation Finance
U.S. Securities
& Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention:
Rebekah Reed
Erin Jaskot
Re:
K Wave Media Ltd.
Draft Registration Statement on Form F-4
Submitted November 13,
2023
CIK No. 0002000756
Dear Ms. Reed:
K Wave Media Ltd. (the “Company”), is hereby responding to the letter, dated December 11, 2023 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Draft Registration Statement on Form F-4 (the “DRS”). Concurrently with the submission of this letter, the Company is submitting and amended Draft Registration Statement on Form F-4] (“Amended DRS”) via EDGAR to the Commission for review in accordance with the procedures of the
Commission.
The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and followed by the Company’s response. We have included page references to the Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise
defined herein have the meanings set forth in the Registration Statement. The changes reflected in the Registration Statement include those made in response to the Staff’s comments as well as other updates.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has included an Exhibit 107 to the Amended DRS.
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 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.
Response: The Company respectfully acknowledges the Staff’s comment and has revised at page 11 of the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the Cover Letter and page 278 of the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has replaced the pronouns “our,” “we” and “us” with the appropriate
entity’s name throughout the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment by deleting the statement on page v of the Notice of Stockholder Meeting in the Amended DRS.
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.
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Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment by consistently using the term “Business Combination” for the proposed transaction as opposed to
using “Merger” or “Proposed Business Combination” and the Company deleted the reference
to the undefined term “Sponsor Shares.” These revisions appear throughout the Amended DRS.
Questions and Answers About the Business Combination and the Special Meeting, page
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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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 6 of the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 8 and 76 of the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11 and 18 of the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 11 of the Amended DRS.
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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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 10 of the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 6, 13, and 27 of the Amended DRS.
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 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.
Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 17 of the Amended DRS.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has included 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 acquisition of the Seven Korean Entities
on pages 18 and 19 of the Amended DRS.
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.
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Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosures of the accounting treatment on pages 23 and 97
of the Amended DRS to clarify that the order of the respective merger transactions will be: (1) K Enter / Play Company Co., Ltd. (collectively referred to as K Enter-Play Company Co., Ltd).,
(2) K Enter / Seven Korean Entities other than Play Company Co., Ltd. (with the collective eight entities referred to as “New
K Enter”), and (3) Global Star / New K Enter.
In the first merger between K Enter and
Play Company Co., Ltd., Play Company Co., Ltd. has preliminarily been determined to be the accounting acquirer and predecessor. In each
of the next six mergers with the Seven Korean Entities other than Play Company Co., Ltd., K Enter-Play Company Co., Ltd. has preliminarily
been determined to be the accounting acquirer and predecessor. In the Business Combination between Global Star and New K Enter, New K
Enter has preliminarily been determined to be the accounting acquirer and predecessor.
As it relates to the Company’s discussion of the “Anticipated Accounting Treatment,” the Company concluded that
it was most appropriate to disclose the accounting treatment under IFRS, not U.S.
GAAP, for the following reasons:
●
for the same reasons that Play Company Co., Ltd. has been determined to be the accounting acquirer in each of the mergers described above, the Company has also preliminarily determined that Play Company Co., Ltd. is the predecessor (as that term is defined [Rule 405 of Regulation C]) to K Enter, Global Star and K Wave Media Ltd. (the registrant);
● K Wave Media Ltd. (the registrant) is (and is expected to continue
to be) a foreign private issuer (as that term is defined in [Rule 405 of Regulation C]). Accordingly, the registrant is eligible
to prepare its financial statements in accordance with IFRS as issued by the IASB.
● the basis of accounting applied by Play Company Co., Ltd.’s
in its historical financial statements included in the DRS is IFRS as issued by the IASB.
In the Business Combination
between Global Star and New K Enter, New K Enter considered all pertinent facts and circumstances as of the acquisition date of the acquisition
of New K Enter by Global Star in making the final determination that Global Star is not a business; accordingly the Business Combination
is expected to be accounted for as a capital reorganization in accordance with IFRS 2.
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.
Response: The Company respectfully acknowledges the Staff’s comment and has considered all pertinent facts and circumstances in making a preliminary
determination that K Enter is a business (as that term is defined in IFRS 3, Business Combinations). As detailed in IFRS 3, Appendix A, a “business” is defined as “an integrated set of activities and assets that is capable of being conducted and
managed to provide goods or services to customers, generating investment income (e.g., dividends or interest) or generating other income from ordinary activities.” IFRS 3.B7 goes on to indicate that “a business consists of inputs and processes applied to those inputs that have the ability to contribute to the creation of outputs.”
K Enter has an internal production
team that oversees and authorizes content development by production companies and writers and has written contracts with the productio