Correspondence 0001829126-24-007004 from Nexus Advanced Technologies Inc. (KWM)
Nexus Advanced Technologies Inc.
Date: Oct. 25, 2024 · CIK: 0002000756 · Accession: 0001829126-24-007004
AI Filing Summary & Sentiment
File numbers found in text: 333-278221
Referenced dates: October 3, 2024
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CORRESP
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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
October 25, 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.
Amendment No. 8 to Registration Statement on Form F-4
Filed September 30, 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 October 3, 2024 (the “Comment Letter”) regarding K Wave’s Amendment No. 8 to Registration Statement on Form F-4 filed with the SEC on September 30, 2024 (the “Registration Statements”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 9 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 the Company’s response.
Amendment No. 8 to Registration Statement on Form F-4 filed September 30, 2024
Questions and Answers About the Business Combination
and the Special Meeting
Will I experience dilution as a result of the Business Combination?, page 10
1. Refer to your response to prior comment 2. You state and
now disclose the 1,488,119 Pubco shares to be received by GF Korea in exchange for the 4,997 K Enter shares are included in the 59,000,000
rollover shares held by K Enter stockholders. In your amendment filed September 13, 2024 you disclosed the 59,000,000 rollover shares
into PubCo common stock were derived from the 198,119 total expected shares of K Enter common stock to be issued converted at 297.8 per
share of PubCo common stock. You also disclosed the value of each share of K Enter common stock was $2,978, thereby arriving at an enterprise
value of K Enter of $590,000,000. The 198,119 expected shares of K Enter consisted of the expected 56,119 shares of K Enter common stock
to be issued to the sellers of the Six Korean Entities, 42,000 shares of K Enter common stock to be issued to the holders of K Enter’s
preferred stock upon conversion of such shares upon the closing of the Business Combination, and existing 100,000 shares of common stock
issued by K Enter to that date. Please explain to us what of the above noted details regarding the 59,000,000 shares changed in order
to retain the total 59,000,000 shares and valuation of $590,000,000 inclusive of the shares issued to GF Korea. That is, tell us who
previously held the 1,488,119 shares and detail for us the allocation of the 57,511,881 remaining shares to be issued. In particular,
tell us whether any of the K Enter shares to be issued to the sellers of the Six Korean entities changes along with the associated value
attributed to the impacted seller, including goodwill to be recognized, as shown on page 261. If the number of shares and/or value regarding
the Six Korean Entities is not impacted, tell us why this is the case.
Response: The Company respectfully acknowledges the Staff’s comment and responds as follow:
Global Star entered into a merger agreement, dated as of June 15, 2023, as amended (the “Merger Agreement”), which provided for a business combination between Global Star and K Enter Holdings, Inc., a Delaware corporation (“K Enter”). Pursuant to the Merger Agreement, the business combination will be effected in two steps: (1) subject to the approval and adoption of the Merger Agreement by the stockholders of Global Star, Global Star will reincorporate to Cayman Islands by merging with and into K Wave Media Ltd, a Cayman Islands exempted company and wholly owned subsidiary of Global Star (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”) and (2) one business day following the Reincorporation Merger, GLST Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of PubCo, will be merged with and into K Enter, resulting in K Enter being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination.” The aggregate consideration for the Acquisition Merger is $590,000,000, payable in the form of 59,000,000 newly issued PubCo’s Ordinary Shares valued at $10.00 per share.
In Amendment No. 5 to Registration Statement on Form F-4 filed on September 13, 2024 (“Amendment No. 5”) and Amendment No. 8 to Registration Statement on Form F-4 filed on September 30, 2024 (“Amendment No. 5”), the Company made some errors in disclosing the capitalization of K Enter. K Enter’s capitalization table consists of 4 categories of securities: (1) common stock issued to K Enter’s stockholders; (2) Series A-1 Preferred Stock, which are convertible into common stock upon the closing of the Business Combination; (3) Series A Preferred Stock, which are convertible into common stock upon the closing of the Business Combination; and (4) common stock to be issued to the equity owners of the Six Korean Entities.
As per the pro forma financial
information for the period ending December 31, 2023 included in Amendment No. 5 and Amendment No. 8,
the correct pro forma capitalization of K Enter is as follows:
The 198,118 shares of K Enter was based on the following:
12/31/2023
pro forma
Common stock
101,202
Preferred stock Series A-1
5,314
Preferred stock Series A
35,484
Common stock to be issued
to the owners of the Six Korean Entities (1)
56,119
(2)
Total shares
198,119
(2)
(1)
Share calculation was based on the December 31, 2023 KRW to USD exchange rate of KRW 1,290.97 to USD $1.00.
(2)
This number changed from 56,118 due to rounding of the calculation of shares which resulted in an
increase to the total K Enter shares issuable to the owners of the Six Korean Entities by 1 share.
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The shares of common stock to be
issued to the owners of the Six Korean Entities, is based on the KRW to USD exchange rate as of the date that is one day before the
closing of the sale of equity to K Enter. For the December 31, 2023 pro forma financial statements the Company used the December 31, 2023 KRW
to USD exchange rate of KRW 1,290.97 to USD $1.00, to calculate the estimated number of shares of common stock to be issued to the
owners of the Six Korean Entities, which resulted in a total of 56,119 shares, summarized as follows:
12/31/23
pro forma share calculation:
Equity value
(KRW)
12/31/23 exchange rate
KRW to USD
Equity value
(USD)
Price per share
(USD)
K Enter
Number of shares
K Wave
Conversion ratio
K Wave
Number of shares
Play Company
127,498,912,820
KRW1,290.97
$98,762,104
$2,978.02
33,164
297.8
9,876,210
The Lamp
30,600,000,000
KRW1,290.97
$23,702,128
$2,978.02
7,959
297.8
2,370,213
Bidangil
20,400,000,000
KRW1,290.97
$15,801,396
$2,978.02
5,306
297.8
1,580,140
Apeitda
15,300,000,000
KRW1,290.97
$11,852,536
$2,978.02
3,980
297.8
1,185,254
Anseilen
7,700,000,001
KRW1,290.97
$5,964,982
$2,978.02
2,003
297.8
596,498
Solaire Partners
14,250,000,000
KRW1,290.97
$11,039,536
$2,978.02
3,707
297.8
1,103,954
215,748,912,821
$167,122,682
56,119
16,712,268
Based on the above calculations, we calculate the price per share value for the merger consideration, as of December 31, 2023, as follows:
Price per share calculation:
Total equity value (USD)
$590,000,000
Less: Equity value of Korean entities (USD)
$(167,122,682)
Equity value of K Enter common and preferred stock (USD)
$422,877,318
(A)
K Enter common and preferred shares
142,000
(B)
(A) / (B)
$2,978.01
In the Amended Registration Statement
filed herewith, the Company has updated and included pro forma financial statements as of June 30, 2024 and for the six-month period
ended June 30, 2024 (following the inclusion of historical financial statements of the registrant for the same period); accordingly,
much of the information presented will be changed. Additionally, the above calculations have been updated for the current KRW to USD
exchange rate, which has resulted in a decrease in the number of shares of K Enter to be issued to the owners of the Six Korean Entities.
Accordingly, K-Enter’s pro forma capitalization as of June 30, 2024 is as follows:
The 193,367 shares of K Enter was based on the following:
6/30/2024
pro forma
Common stock
101,202
Preferred stock Series A-1
5,314
Preferred stock Series A
35,484
Common stock to be issued to the owners of the Six Korean Entities (3)
51,367
Total shares
193,367
(3)
Share calculation was based on the 6/30/24 KRW to USD exchange rate of KRW 1,376.55 to USD $1.00.
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In the pro forma financial information for the period ending June 30, 2024, the Company used the June 30, 2024 KRW to USD exchange rate of KRW 1,376.55 to USD $1.00, to calculate the estimated number of shares of common stock to be issued to the owners of the Six Korean Entities, which resulted in a total of 51,367 shares. This change in the number of shares issuable to the owners of the Six Korean Entities is directly attributable to the change in the KRW to USD exchange rate from KRW 1,290.97 to USD $1.00 as of December 31, 2023 to KRW 1,376.55 to USD $1.00 as of June 30, 2024. We note that the actual number of shares that will ultimately be issued to the owners of the Six Korean Entities will be based upon the KRW to USD exchange rate on the business day immediately preceding the closing of the sale of the equity interests of the Six Korean Entities to K Enter.
For the June 30, 2024
pro forma financial information, the estimated number of shares of common stock to be issued to the owners of the Six
Korean Entities is calculated as follows:
6/30/24
pro forma share calculation:
Equity
value
(KRW)
6/30/24
exchange rate
KRW to USD
Equity
value
(USD)
Price
per share
(USD)
K Enter
Number of shares
K Wave
Conversion ratio
K Wave
Number of shares
Play Company
127,498,912,820
KRW1,376.55
$92,622,072
$3,051.19
30,356
305.1
9,262,207
The Lamp
30,600,000,000
KRW1,376.55
$22,229,487
$3,051.19
7,286
305.1
2,222,949
Bidangil
20,400,000,000
KRW1,376.55
$14,819,658
$3,051.19
4,857
305.1
1,481,966
Apeitda
15,300,000,000
KRW1,376.55
$11,114,743
$3,051.19
3,643
305.1
1,111,474
Anseilen
7,700,000,001
KRW1,376.55
$5,593,694
$3,051.19
1,833
305.1
559,369
Solaire Partners
14,250,000,000
KRW1,376.55
$10,351,967
$3,051.19
3,393
305.1
1,035,197
215,748,912,821
$156,731,621
51,367
15,673,162
Based on the above calculations, we calculate the price per share value for the merger consideration, as of June 30, 2024, as follows:
Price per share calculation:
Total equity value (USD)
$590,000,000
Less: Equity value of Korean entities (USD)
$(156,731,621)
Equity value of K Enter common and preferred stock (USD)
$433,268,379
(A)
K Enter common and preferred shares
142,000
(B)
(A) / (B)
$3,051.19
2. You disclose in the amendment filed September 30, 2024
the 59,000,000 rollover equity share of K Enter stockholders includes 16,361,100 shares owned by the Six Korean Entities. However, the
56,119 shares of K Enter common stock to be issued to the sellers of the Six Korean Entities converted at the noted 297.8 ratio equals
16,712,284 shares. Please reconcile these amounts.
Response: The Company respectfully acknowledges the Staff’s comment and notes that the Company’s prior disclosures in the Registration Statement were not correct. As of June 30, 2024, the current date of the pro forma financial information, the K Enter shares that are expected to be held by the owners of the Six Korean Entities will be 51,367 shares, which number is calculated based upon the June 30, 2024 KRW to USD foreign exchange rate of KRW 1,376.55 to $1.00. The merger consideration to be tendered by PubCo remains at 59,000,000 ordinary shares of PubCo and the exchange ratio as of the June 30, 2024 pro forma financial information is approximately 305.1 shares of PubCo for each share of K Enter.
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3. In view of the above noted share activity of K Enter and
the four additional issuances noted on page 217, please reconcile the outstanding number of shares of K Enter and PubCo at September 13,
2024 and September 30, 2024. In doing so, provide us with a detailed rollforward of the shares outstanding between these two dates
for each entity, broken down for each respective affected party, that is, sellers of the Six Korean Entities, holders of K Enter’s
preferred stock, existing shares of common stock issued by K Enter, GF Korea, employees, service providers and any others, with explanations
of changes between these dates.
Response: The Company respectfully acknowledges the Staff’s comment. The Company responds to the Staff’s comment as follows:
There is no reconciliation required, because
the there is no change in the 59,000,000 shares of merger consideration to be issued in connection with the Acquisition Merger. The only
thing that has changed between the December 31, 2023 pro forma financial statements and the June 30, 2024 pro forma financial
statements is the number of shares to be issued to the owners of the Six Korean Entities, which has merely resulted in a change in the
conversion ratio in connection with the Acquisition Merger.
We note that the “four additional issuances noted on page 217” of Amendment No. 8 did not affect the aggregate number of outstanding shares of K Enter. In Amendment No. 5, the Company reported an aggregate amount of 198,118 outstanding shares of K Enter. We also note that in Amendment No. 8, the Company reported an aggregate amount of 198,118 outstanding shares of K Enter. Accordingly, the “four additional issuances noted on page 217” of Amendment No. 8 did not involve the issuance of new securities but rather a redistribution of securities that were already planned to be issued.
On August 31, 2024, K Enter
issued 1,932 shares of K Enter common stock to Jae Ha Lee, an employee of K Enter, for services rendered and to be rendered, On
September 24, 2024, K Enter entered into an agreement with GF Korea, Inc. pursuant to GF Korea assumed the responsibility to
pay approximately $8.52