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Correspondence 0001829126-24-001883 from Nexus Advanced Technologies Inc. (KWM)

Nexus Advanced Technologies Inc.
Date: March 25, 2024 · CIK: 0002000756 · Accession: 0001829126-24-001883

AI Filing Summary & Sentiment

Date
March 25, 2024
Author
Not clearly detected
Form
CORRESP
Company
Nexus Advanced Technologies Inc.

Letter

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. Amendment No. 1 to Draft Registration Statement on Form F-4 Submitted January 29, 2024 CIK No. 0002000756

Dear Ms. Reed:

K Wave Media Ltd. (the “Company”), is hereby responding to the letter, dated February 25, 2024 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Draft Registration Statement Amendment No. 1 on Form F-4 (the “DRS”). Concurrently with the submission of this letter, the Company is submitting Registration Statement on Form F-4 (“Registration Statement”) 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 italics 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.

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 Business Combination and, if so, identify such shareholder(s) and disclose the extent of control.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page i of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11, 12, 247 and 275 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 13 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 6 and 67 of the Registration Statement.

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.”

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 8 and 82 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11-12, 19-20, 71 and 100 of the Registration Statement.

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.

Response: The Per Share Pro Forma Book Value calculation has been revised to present all potential sources of dilution as well. The calculation does consider the use of Trust proceeds for redemptions as the table presents the Pro Forma Equity Value of Shares Outstanding at Closing decreasing in value in each scenario as more shares are redeemed. The table on page 11 and the table on page 257 present two different calculations. The table on page 257 presents Shareholders’ equity per share which is calculated as shareholders’ equity / number of shares outstanding. The table on page 11 presents Pro Forma Book Value of shares outstanding which is calculated as pro forma equity value of shares outstanding at closing / pro forma total shareholders’ equity. Footnote #5 to the table on page 11 has been revised to include a description of how the Per Share Pro Forma Book Value of Shares outstanding at Closing was calculated. The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11, 12 and 264 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 22, 219-220 and F-30 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 18 and 30 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 19-22 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 96 of the Registration Statement.

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 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.

Response: The Company respectfully acknowledges the Staff’s comment and the reference to “K Enter-Play Company Co Ltd.” was not intended to reflect the name of an entity in our organization and the Company has addressed the Staff’s comment at pages 24, 24, 99, 100 and 256 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and informs the Staff that the “we” referenced in Comment 13 refers to K Enter. The Company also directs the Staff to the revisions on pages 18, 26, 103, and 257 of the Registration Statement.

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

Show Raw Text
CORRESP
1
filename1.htm

K Wave Media Ltd.
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands

March 25, 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.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted January 29, 2024
CIK No. 0002000756

Dear Ms. Reed:

K
Wave Media Ltd. (the “Company”), is hereby responding to the letter, dated February 25, 2024 (the “Comment
Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding
the Company’s Draft Registration Statement Amendment No. 1 on Form F-4 (the “DRS”). Concurrently with
the submission of this letter, the Company is submitting Registration Statement on Form F-4 (“Registration Statement”)
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 italics 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.

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 Business Combination and, if so, identify such shareholder(s) and disclose the extent of control.

Response: The Company respectfully
acknowledges the Staff’s comment and has addressed the Staff’s comment at page i of the Registration Statement.

    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.

Response: The Company respectfully
acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11, 12, 247 and 275 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 13 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 6 and 67 of the Registration Statement.

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.”

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 8 and 82 of the Registration Statement.

    2

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11-12, 19-20, 71 and 100 of the Registration
Statement.

    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.

Response: The Per Share Pro Forma Book Value calculation has been revised to present all potential sources of dilution as well. The calculation does consider the use of Trust proceeds for redemptions as the table presents the Pro Forma Equity Value of Shares Outstanding at Closing decreasing in value in each scenario as more shares are redeemed. The table on page 11 and the table on page 257 present two different calculations. The table on page 257 presents Shareholders’ equity per share which is calculated as shareholders’ equity / number of shares outstanding. The table on page 11 presents Pro Forma Book Value of shares outstanding which is calculated as pro forma equity value of shares outstanding at closing / pro forma total shareholders’ equity. Footnote #5 to the table on page 11 has been revised to include a description of how the Per Share Pro Forma Book Value of Shares outstanding at Closing was calculated. The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11, 12 and 264 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 22, 219-220 and F-30 of the Registration Statement.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 18 and 30 of the Registration Statement.

    3

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.

Response: The Company respectfully
acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 19-22 of the Registration Statement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 96 of the Registration
Statement.

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 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.

Response: The Company respectfully
acknowledges the Staff’s comment and the reference to “K Enter-Play Company Co Ltd.” was not intended to reflect the
name of an entity in our organization and the Company has addressed the Staff’s comment at pages 24, 24, 99, 100 and 256 of the
Registration Statement.

    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.

Response: The Company respectfully
acknowledges the Staff’s comment and informs the Staff that the “we” referenced in Comment 13 refers to K Enter. The
Company also directs the Staff to the revisions on pages 18, 26, 103, and 257 of the Registration Statement.

    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