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K Wave Media Ltd.

121 South Church Street

George Town, Grand Cayman,

KY1-1104

Cayman Islands

VIA EDGAR

September 19, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Rebekah Reed and Donald Field

    Re:
    K Wave Media Ltd.

        Registration Statement on Form F-1

        Filed August 8, 2025

        File No. 333-289396

Dear Ms. Reed and Mr. Field:

On behalf of K Wave Media Ltd. (the “Company”), this letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter, dated August 27, 2025, regarding the above-referenced Registration Statement on Form F-1 (the “Form F-1”), which was filed by the Company with the Commission on August 8, 2025. To assist your review of our response to the comments set forth in the Staff’s letter, we have set forth below in full the comments contained in the letter, together with our responses.

We also respectfully advise the Staff that the Company is concurrently filing with this response letter Amendment No. 1 to the Company’s Registration Statement on Form F-1 with the Commission through EDGAR (the “Form F-1/A”).

Registration Statement on Form F-1 filed August 8, 2025

Prospectus Summary

The Standby Equity Purchase Agreement, page 4

    1.
    While you state here that the company may sell “up to $1 billion of its Ordinary Shares” to Bitcoin Strategic under the SEPA, your current report on Form 6-K filed June 4, 2025 and the preambles of the SEPA filed as Exhibit 99.8 refer to sale of “up to $500 million” of ordinary shares. Please clarify so that investors understand the full extent of amounts that may be used for the purchase of bitcoin. Additionally, in the context of expanded disclosure regarding the development and specifics of your et treasury strategy, please disclose more prominently that the controlling person of Bitcoin Strategic, Stephen Drew, is a related party. Disclose whether there are any affiliations between the selling shareholders in the offering and the company, the SEPA investor, or any other third parties involved in your bitcoin treasury strategy.

Response:

    ●
    While you state here that the company may sell “up to $1 billion of its Ordinary Shares” to Bitcoin Strategic under the SEPA, your current report on Form 6-K filed June 4, 2025 and the preambles of the SEPA filed as Exhibit 99.8 refer to sale of “up to $500 million” of ordinary shares. Please clarify so that investors understand the full extent of amounts that may be used for the purchase of bitcoin.

The Company acknowledges and agrees with the Staff’s comment. In response to this comment, the Company has revised its disclosures in the Form F-1/A to disclose that the Company may sell up to $500 million of its Ordinary Shares under the SEPA.

    ●
    Additionally, in the context of expanded disclosure regarding the development and specifics of your digital asset treasury strategy, please disclose more prominently that the controlling person of Bitcoin Strategic, Stephen Drew, is a related party. Disclose whether there are any affiliations between the selling shareholders in the offering and the company, the SEPA investor, or any other third parties involved in your bitcoin treasury strategy.

The Company respectfully advises the Staff that the Company’s disclosure in the Form F-1’s section entitled: “Certain Relationships and Related Party Transactions” (on page 151 of the Form F-1), the Company discloses that Stephen Drew is the Managing Member of Bitcoin Strategic, is an Initial Stockholder of the Company and is a member of the Company’s Advisory Board. The disclosure also states that Mr. Drew served as a director of Global Star and is a Managing Partner of Global Fund LLC together with Ted Kim, the Company’s Co-Founder, Chief Executive Officer and a member of the Company’s Board, and that the transactions consummated in connection with the SEPA and all negotiations relating thereto were conducted on an “arm’s length” basis.

In response to the Staff’s comment and in order to assist investors in understanding the affiliations between the Company and the selling shareholders under the SEPA and, the Company respectfully advises the Staff that the Company has include in the Form F-1/A the foregoing disclosure regarding Mr. Drew more prominently in the Company’s description of the SEPA (on page 4 of the Form F-1).

    2

The Securities Purchase Agreement, page 4

    2.
    Please disclose more prominently, if true, that the notes and obligations of the company under the SPA are collateralized by a security interest in the bitcoin purchased with proceeds from the SPA, and disclose risks associated with this collateral structure. We also note from Section 4.9 of the SPA that all proceeds must be “deposited into the Cash Collateral Account” and are subject to release only under certain circumstances, as well as your statement at page 92 that $3,179,891 is held “in a custodian account which is jointly managed by the Company and the Selling Shareholders.” Please explain how the company intends to “use the remaining proceeds [it] receive[s] from the sale of the SPA Notes and the SPA Warrants for working capital and other general corporate purposes” in light of the requirement that all proceeds be deposited into a separate collateral account.

Response:

    ●
    Please disclose more prominently, if true, that the notes and obligations of the company under the SPA are collateralized by a security interest in the bitcoin purchased with proceeds from the SPA, and disclose risks associated with this collateral structure.

The Company respectfully notes to the Staff that the Form F-1 discloses (on page 7 thereof under the heading: “The Securities Purchase Agreement – The Security Agreement”) that, pursuant to the Security Agreement entered into in connection with the SPA, the Company granted to Anson Investments Master Fund, LP a security interest in certain of the Company’s deposit accounts and digital asset accounts (including all assets therein and proceeds therefrom, whenever held by the Company) to secure all payment and other obligations of the Company under the SPA, the SPA Notes, the SPA Warrants and all other transaction documents entered into in connection with the SPA, and that the Collateral includes $3,179,891.84 in cash and 88 bitcoin (BTC).

In response to the Staff’s comment, the Company has included the following risk factor in the Form F-1/A (under the heading: “Risk Factors – Risks Relating to the SPA” commencing on page 11 of the Form F-1):

Risk
Factors – Risks Relating to the SPA

Our obligations under the SPA could have important consequences to you.

Pursuant to the Security Agreement entered into in connection with the SPA, the Company granted to Anson Investments Master Fund, LP (the “Secured Party”) a security interest in certain of the Company’s deposit accounts and digital asset accounts (including all assets therein and proceeds therefrom, whenever held by the Company) to secure all payment and other obligations of the Company under the SPA, the SPA Notes, the SPA Warrants and all other transaction documents entered into in connection with the SPA (the “SPA Obligations”). If we were to default on our SPA Obligations, the Secured Party would have the right to foreclose on our assets held these deposit and digital asset accounts (including the 88 bitcoin held in these accounts as of the date of this prospectus). Additionally, if we are unable to raise additional capital or generate sufficient cash from operating activities, we may not have sufficient cash on hand or available liquidity that can be utilized to meet our SPA Obligations when they become due. Any such foreclosure on the part of the Secured Party or our inability to meet our SPA Obligations could have a materially adverse impact on our business, financial condition and results of operations.

    ●
    We also note from Section 4.9 of the SPA that all proceeds must be “deposited into the Cash Collateral Account” and are subject to release only under certain circumstances, as well as your statement at page 92 that $3,179,891 is held “in a custodian account which is jointly managed by the Company and the Selling Shareholders.” Please explain how the company intends to “use the remaining proceeds [it] receive[s] from the sale of the SPA Notes and the SPA Warrants for working capital and other general corporate purposes” in light of the requirement that all proceeds be deposited into a separate collateral account.

    3

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its disclosure in the Form F-1/A to clarify that, following the time at which the Form F-1 is declared effective by the Commission, the cash in the custodian account which is jointly managed by the Company and the Selling Shareholders will be released as collateral under the Security Agreement and that the Company will thereafter no longer be obligated to deposit any cash received from the sale of SPA Notes and SPA Warrants under the SPA into such custodian account. The revised disclosure also makes clear that, following the time at which the Form F-1 is declared effective by the Commission, the Company will be free to use all cash in such custodian account and any cash received from sales of SPA Notes and SPA Warrants under the SPA for working capital and other general corporate purposes.

    3.
    We note your statement that the SPA Notes are convertible at a conversion price of $4.40 per ordinary share and the SPA Warrants are exercisable at an exercise price of $3.6616 per ordinary share, in each case subject to “customary adjustment provisions.” Please elaborate on the adjustment provisions applicable to the conversion and exercise prices. For example, disclose the “Right of Alternate Conversion” provision of the notes that will allow the selling shareholders to convert at a discount to market price, and that the company may “at any time during the term of th[e] Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.” Provide risk factor disclosure that addresses in detail potential dilutive impacts of these provisions and the impacts to your trading price.

Response:

    ●
    We note your statement that the SPA Notes are convertible at a conversion price of $4.40 per ordinary share and the SPA Warrants are exercisable at an exercise price of $3.6616 per ordinary share, in each case subject to “customary adjustment provisions.” Please elaborate on the adjustment provisions applicable to the conversion and exercise prices. For example, disclose the “Right of Alternate Conversion” provision of the notes that will allow the selling shareholders to convert at a discount to market price, and that the company may “at any time during the term of th[e] Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.”

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has included in the Form F-1/A the following revised disclosure regarding the conversion features of the SPA Notes and the exercisability of the SPA Warrants (commencing on page 6 of the Form F-1 under the headings: “The SPA Notes” and “The SPA Warrants,” respectively):

    4

The SPA Notes

The SPA Notes are substantially identical and each SPA Note matures, and all principal and any accrued interest on such SPA Note will be payable, on the date that is twenty-four months following its issuance date. The SPA Notes will not bear interest unless an event of default occurs under the SPA Notes, in which event the SPA Notes will bear interest at a rate of 12% per annum (retroactively commencing the date of issuance of the applicable SPA Note), payable at maturity. Additionally, any overdue accrued and unpaid interest to be paid under the SPA Notes will incur a late fee at an interest rate equal to 12% per annum (commencing on the date the interest was payable).

All of the SPA Notes are convertible into Ordinary Shares at any time by the Selling Shareholders at a conversion price of $4.40 per Ordinary Share (subject to customary adjustment provisions in the SPA Notes, including adjustments upon dividends by the Company of Ordinary Shares and upon any stock splits effectuated by the Company). Each SPA Note also provides that, at any time after the issuance date of such SPA Note, the holder may, at its option, convert (each, an “Alternate Conversion”) all, or any part of, the outstanding principal and accrued and unpaid interest under such SPA Note into Ordinary Shares at a conversion price equal to 92% of the lowest daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted in the ten trading days prior to the applicable Alternate Conversion date.

Notwithstanding the foregoing, pPursuant to the SPA Notes, the Company may not effect the conversion of any SPA Note, and a Selling Shareholder holding such SPA Note will not have the right to convert such SPA Note, to the extent that after giving effect to the conversion, the Selling Shareholder and its affiliates would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the conversion.

No fractional shares will be issued upon any conversion of an SPA Note. If, upon conversion of an SPA Note, the applicable Selling Shareholder would be entitled to receive a fractional interest in an Ordinary Share, the Company may at its option, upon conversion, pay cash in lieu of any such factional share or round up to the nearest whole share.

Pursuant to each SPA Note, the Company must, for so long as such SPA Note is outstanding, cause all payments due under such SPA Note to (i) rank pari passu with all other SPA Notes and (ii) be senior to all other Indebtedness (as defined in the SPA) of the Company and its Subsidiaries.

The SPA Notes have customary event of default provisions. Under the SPA Notes, upon the occurrence or existence of any event of default, the outstanding principal amount, any accrued interest and any other amounts payable thereunder will be (or in certain instances, at the option of the holder thereof, may be) immediately accelerated.

The SPA Notes contain certain redemption rights of the Selling Shareholders upon certain financing and change of control events involving the Company.

The SPA Warrants

The SPA Warrants are substantially identical. The SPA Warrants provide the Selling Shareholders the right to purchase an aggregate of 143,739,293 Ordinary Shares at an exercise price of $3.6616 (subject to customary adjustment provisions in the SPA Warrants, including adjustments upon dividends by the Company of Ordinary Shares and upon any stock splits effectuated by the Company). Subject to certain exempted issuances, each SPA Warrant also provides that, if the Company, at any time while such SPA Warrant is outstanding, sells, enters into an agreement to sell, or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues any Ordinary Shares or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, at an effective price per share less than the exercise price of such SPA Warrant then in effect (such lower price, the “Base Share Price”), then simultaneously with the consummation (or, if earlier, the announcement) of each such issuance, the exercise price of such SPA Warrant will be reduced to equal the Base Share Price