Correspondence 0001829126-24-003273 from Nexus Advanced Technologies Inc. (KWM)
Nexus Advanced Technologies Inc.
Date: May 13, 2024 · CIK: 0002000756 · Accession: 0001829126-24-003273
AI Filing Summary & Sentiment
File numbers found in text: 333-278221
Referenced dates: April 17, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services Attention: Rebekah Reed RE: K Wave Media Ltd. Registration Statement on Form F-4 Filed March 26, 2024 File No. 333-278221
Dear Ms. Reed and Mr. Jaskot:
On behalf of K Wave Media Ltd. (“K Wave” or the “Company”), we are responding to the letter from the staff of the Division of Corporation Finance Office of Trade & Services (the “Staff”) dated April 17, 2024 (the “Comment Letter”) regarding K Wave’s Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 1 to the Registration Statement on Form F-4 (“Amended 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 Amended Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Amended 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 Amended Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comments as well as other updates.
For ease of reference, the text of the Division of Corporation Finance Office of Trade & Services’ comment is included in bold-face type below, followed by K Wave’s response.
Page 2
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page i of the Amended Registration Statement.
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 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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 6 of the Amended 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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 6 and 195 of the Amended Registration Statement.
Page 3
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has address this comment by revising the calculations on the table on pages 11 and 12 and the calculations on the table on page 267 to present the book value per share calculated as shareholder’s equity / shares outstanding.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 14 of the Amended Registration Statement. The revised language clarifies that the extension payments are being funded by the $1.6 million note, $1.5 million of which is convertible into PubCo Units. This source of dilution is already reflected in the dilution calculations.
Page 4
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 18 and 32 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment by adding revised disclosure and charts at pages 20 and 21 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment by adding revised disclosure and charts at pages 20 and 21 of the Amended Registration Statement.
Page 5
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 104 and 112 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 7, 28, 68 and 116 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 75 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment throughout the Risk Factors section.
Page 6
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 37 and 231 of the Amended Registration Statement.
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.
Response: The Company has addressed the Staff’s comment at page 40 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 68 of the Amended Registration Statement.
Page 7
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 79 and 92 of the Amended Registration Statement.
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 m
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filename1.htm
K Wave Media Ltd.
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
May 13, 2024
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention:
Rebekah Reed
Erin Jaskot
RE:
K Wave Media Ltd.
Registration Statement on Form F-4
Filed March 26, 2024
File No. 333-278221
Dear Ms. Reed and Mr. Jaskot:
On behalf of K Wave Media Ltd. (“K Wave” or the “Company”), we are responding to the letter from the staff of the Division of Corporation Finance Office of Trade & Services (the “Staff”) dated April 17, 2024 (the “Comment Letter”) regarding K Wave’s Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 1 to the Registration Statement on Form F-4 (“Amended 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 Amended Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Amended 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 Amended Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comments as well as other updates.
For ease of reference, the text of the Division of Corporation Finance Office of Trade & Services’ comment is included in bold-face type below, followed by K Wave’s response.
Page 2
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has
addressed the Staff’s comment at page i of the Amended Registration Statement.
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 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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 6 of the Amended 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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 6 and 195 of the Amended Registration Statement.
Page 3
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has address this comment by revising the calculations on the table on pages 11 and 12 and the calculations on the table on page 267 to present the book value per share calculated as shareholder’s equity / shares outstanding.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 14 of the Amended Registration Statement. The revised language clarifies that the extension payments are being funded by the $1.6 million note, $1.5 million of which is convertible into PubCo Units. This source of dilution is already reflected in the dilution calculations.
Page 4
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 18 and 32 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment by adding revised disclosure and charts at pages 20 and 21 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment by adding revised disclosure and charts at pages 20 and 21 of the Amended Registration Statement.
Page 5
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 104 and 112 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 7, 28, 68 and 116 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 75 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment throughout the Risk Factors section.
Page 6
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 37 and 231 of the Amended Registration Statement.
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.
Response: The Company has addressed the Staff’s comment at page 40 of the Amended Registration Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 68 of the Amended Registration Statement.
Page 7
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.
Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 79 and 92 of the Amended Registration Statement.
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 m