SecProbe.io

July 7, 2026
Ted Kim
Chief Executive Officer
K Wave Media Ltd.
121 South Church Street
George Town, Grand Cayman
KY1-1104
Cayman Islands
Re: K Wave Media Ltd.
Registration Statement on Form F-3
Filed June 30, 2026
File No. 333-297167
Dear Ted Kim:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Andrew M. Tucker

CORRESP
1
filename1.htm

K
Wave Media Ltd.

121
South Church Street

George
Town, Grand Cayman

KY1-1104

Cayman
Islands

VIA
EDGAR

July
7, 2026

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Kate Beukenkamp

    Re:
    K
    Wave Media Ltd.

    Registration
                                            Statement on Form F-3

    Filed
    on June 30, 2026

    File
    No. 333-297167

Dear
Ms. Beukenkamp:

K Wave Media Ltd., a Cayman Islands exempted company
(the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended,
that the effective date of the Company’s Registration Statement on Form F-3 (File No. 333-297167) (the “Registration
Statement”) be accelerated and that it be declared effective on July 9, 2026 at 5:00 p.m. Eastern Standard Time, or as
soon as practicable thereafter.

Please contact Andrew M. Tucker of Duane Morris
LLP by telephone at (202) 776-5248 or via email at ATucker@duanemorris.com as soon as the Registration Statement has been declared
effective or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    K
    Wave Media Ltd.

    By:
     /s/
    Ted Kim

    Name:
    Ted Kim

    Title:
    Chief Executive
    Officer

CORRESP
1
filename1.htm

K Wave Media Ltd.

121 South Church Street

George Town, Grand Cayman

KY1-1104

Cayman Islands

VIA EDGAR

March 10, 2026

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    K Wave Media Ltd.

    Registration Statement on Form F-1

    Filed February 23, 2026

    File No. 333- 293646

Ladies and Gentlemen:

K Wave Media Ltd., a Cayman Islands exempted company
(the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as
amended, that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-293646) (the
“Registration Statement”) be accelerated and that it be declared effective on March 12, 2026 at 5:00 p.m.
Eastern Standard Time, or as soon as practicable thereafter.

Please contact Andrew M. Tucker of Duane Morris
LLP by telephone at (202) 776-5248 or via email at ATucker@duanemorris.com as soon as the Registration Statement has been declared effective
or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    K Wave Media Ltd.

    By:
    /s/ Ted Kim

    Name:
    Ted Kim

    Title:
    Chief Executive Officer

March 3, 2026
Ted Kim
Chief Executive Officer
K Wave Media Ltd.
121 South Church Street
George Town, Grand Cayman
KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Registration Statement on Form F-1
Filed February 23, 2026
File No. 333-293646
Dear Ted Kim:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andy Tucker

CORRESP
1
filename1.htm

K
Wave Media Ltd.

121
South Church Street

George
Town, Grand Cayman

KY1-1104

Cayman
Islands

VIA
EDGAR

January
16, 2026

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    K
    Wave Media Ltd.

    Registration
                                            Statement on Form F-1

    Filed
    November 26, 2025

    File
    No. 333- 291812

Ladies
and Gentlemen:

K
Wave Media Ltd., a Cayman Islands exempted company (the “Company”), respectfully requests pursuant to Rule 461 under
the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form F-1 (File No.
333-291812) (the “Registration Statement”) be accelerated and that it be declared effective on January 20,
2026 at 5:00 p.m. Eastern Standard Time, or as soon as practicable thereafter.

Please
contact Andrew M. Tucker of Duane Morris LLP by telephone at (202) 776-5248 or via email at ATucker@duanemorris.com as soon as the
Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    K
    Wave Media Ltd.

    By:
    /s/
    Ted Kim

    Name:
    Ted Kim

    Title:
    Chief Executive
    Officer

CORRESP
1
filename1.htm

K Wave Media Ltd.

121 South Church Street

George Town, Grand Cayman

KY1-1104

Cayman Islands

VIA EDGAR

January 15, 2026

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    K Wave Media Ltd.

    Registration Statement on Form F-1

    Filed November 26, 2025

    File No. 333- 291812

Ladies and Gentlemen:

K Wave Media Ltd., a Cayman Islands exempted company
(the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended,
that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-291812) (the “Registration
Statement”) be accelerated and that it be declared effective on January 19, 2026 at 5:00 p.m. Eastern Standard Time, or
as soon as practicable thereafter.

Please contact Andrew M. Tucker of Duane Morris LLP
by telephone at (202) 776-5248 or via email at ATucker@duanemorris.com as soon as the Registration Statement has been declared effective
or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    K Wave Media Ltd.

    By:
    /s/ Ted Kim

    Name:
    Ted Kim

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

K
Wave Media Ltd.

121
South Church Street

George
Town, Grand Cayman

KY1-1104

Cayman
Islands

VIA
EDGAR

December
15, 2025

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Rebekah Reed and Donald Field

    Re:
    K
    Wave Media Ltd.

    Registration
                                            Statement on Form F-1

    Filed
    November 26, 2025

    File
    No. 333-289396

Dear
Ms. Reed and Mr. Field:

K
Wave Media Ltd., a Cayman Islands exempted company (the “Company”), respectfully requests pursuant to Rule 461 under
the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form F-1 (File No.
333-289396) (the “Registration Statement”) be accelerated and that it be declared effective on December 17,
2025 at 4:30 p.m. Eastern Standard Time, or as soon as practicable thereafter.

Please
contact Andrew M. Tucker of Duane Morris LLP by telephone at (202) 776-5248 or via email at ATucker@duanemorris.com as soon as the
Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.

    Very
    truly yours,

    K
    Wave Media Ltd.

    By:
    /s/
    Ted Kim

    Name:
    Ted
    Kim

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

K Wave Media Ltd.

121 South Church Street

George Town, Grand Cayman,

KY1-1104

Cayman Islands

VIA EDGAR

November 26, 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.

        Amendment No. 1 to Registration Statement on Form F-1

        Filed September 22, 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 November 24, 2025, regarding the above-referenced Amendment No. 1 to Registration Statement on Form F-1 (the “Form F-1”), which was filed by the Company with the Commission on September 22, 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. 2 to the Company’s Registration Statement on Form F-1 with the Commission through EDGAR (the “Form F-1/A”).

Amendment No. 1 to Registration Statement on Form F-1 filed September 22, 2025

The Offering, page 10

    1.
    We note your response to prior comment 5. Please make conforming revisions where use of proceeds are discussed in this section, as you still refer to the $500 million and $510,526,316 figures that take into account the Additional Notes and Additional Warrant. We also note that in response to prior comment 5 you discuss only the $15 million and $10 million received by the company in connection with the issuance of the Initial Notes, Initial Warrants, Second Notes, and Second Warrants. Please also disclose what the company would receive upon exercise of warrants, or if the company does not expect to receive proceeds pursuant to such exercises, please state as much and explain why.

Response:

    ●
    We note your response to prior comment 5. Please make conforming revisions where use of proceeds are discussed in this section, as you still refer to the $500 million and $510,526,316 figures that take into account the Additional Notes and Additional Warrant.

The Company acknowledges and agrees with the Staff’s comment. In response to this comment, the Company has revised its disclosure in the Form F-1/A to make the requested conforming revisions where use of proceeds are discussed.

    ●
    We also note that in response to prior comment 5 you discuss only the $15 million and $10 million received by the company in connection with the issuance of the Initial Notes, Initial Warrants, Second Notes, and Second Warrants. Please also disclose what the company would receive upon exercise of warrants, or if the company does not expect to receive proceeds pursuant to such exercises, please state as much and explain why.

The Company acknowledges and agrees with the Staff’s comment. In response to this comment, the Company has revised its disclosure in the Form F-1/A to disclose the proceeds which the Company would receive upon exercise of the warrants.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of

K Wave Media Ltd.

Use of Custodians and Storage of Bitcoin, page 100

    2.
    We note your response to prior comment 9. Please revise to clarify, if true, that the insurance maintained by BitGo is shared among all such custodian’s customers, is not specific to your company, and may not be available or sufficient to protect you from all possible losses or sources of losses. In addition, we note that you have instructed BitGo to hold all of your private keys in hot wallets. Please address the risk of holding your private keys in hot wallets, and revise to address your reasons for instructing BitGo to hold your private keys in hot wallets.

Response:

The Company acknowledges and agrees with the Staff’s comment. In response to this comment, the Company has revised its disclosure (commencing on page 109 of the Form F-1/A) in the Form F-1/A to include the language set forth in italics below.

“BitGo’s cold wallets are supported by a $250 million policy issued by Lloyd’s of London. Specifically, the policy covers: copying and theft of private keys; insider theft or dishonest acts by BitGo employees or executives; and loss of keys. Any theft of assets directly related to BitGo’s custody of key would be covered by the policy. The policy does not cover cases where the client or a third-party holds some of the keys themselves (e.g., hot wallets), since BitGo would not be solely responsible for protecting the keys. This insurance coverage applies to all digital assets held by BitGo. The Company is not a named insured on such insurance policies and such insurance is not specific to the Company, but BitGo has represented to the Company that such insurance covers customer losses, including losses suffered by the Company, arising from specified events, including fraud, theft, and cybersecurity breaches.

All of K Wave’s digital (i.e., 88 Bitcoin (BTC)) assets are held in “hot wallets.” Pursuant to the SPA, on July 11, 2025, K Wave and Anson Investments Master Fund, LP (in such capacity, the “Secured Party”), entered into a Security Agreement (the “Security Agreement”), pursuant to which K Wave granted to the Secured Party a security interest in certain digital asset accounts, which are jointly managed and controlled by the Company and the Selling Shareholders (the “Collateral”) in order 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. As of the date of this prospectus, the Collateral includes all of K Wave’s digital assets (88 Bitcoin (BTC)), and all such digital assets are held in “hot wallets” in order to permit the Selling Shareholders to hold private keys for such Bitcoin and have joint control with K Wave with respect thereto in accordance with the Security Agreement. Hot wallets, which are connected to the Internet, facilitate transactions but are more vulnerable to hacking and other cyber incidents.  Because BitGo’s policy does not cover cases where the client or a third-party holds some of the keys themselves, including in hot wallets, BitGo’s insurance may not be available or sufficient to protect the Company from all possible losses or sources of losses.

BitGo has established a comprehensive set of controls governing the business processes and technology systems using industry standards and frameworks such as the National Institute of Standards and Technology, CryptoCurrency Security Standard, Center for Internet Security and Federal Financial Institutions Examination Council. In addition, these controls have been independently tested and issued SOC 1 & SOC 2 (Type 2) reports. Customers will decide upon which specific wallets are required based on their use case and they determine the portion of assets held in hot or cold wallets. BitGo holds keys to cold wallets in undisclosed locations. BitGo’s cold storage solution is housed at undisclosed secure facilities. Any facilities that are co-located are secured by human guards and video surveillance, with 24x7 coverage. All BitGo vaults and manned facilities are located within the United States

BitGo’s vaults are restricted from public access. BitGo follows role-based access controls and the principle of least privilege. Only individuals who have a specific business need to complete their job function are granted access to client information. Insurance providers rely on our BitGo’s external auditors to ensure that there is sufficient controls in place for accessing the vault and key material. BitGo maintains $250 million of insurance coverage against loss, theft and misuse in situations where BitGo holds all keys. As part of this coverage, BitGo’s insurance underwriters have inspection rights associated with the crypto assets held in storage. As noted above, this insurance coverage does not cover hot wallets and all of K Wave’s digital assets are held in hot wallets. Accordingly, this insurance may not be available or sufficient to protect the Company from all possible losses or sources of losses.

All of K Wave’s bitcoin (100%) are held in hot wallets.”

    2

Additionally, the Company has revised its disclosure in the Form F-1/A to include the language set forth in italics below in the Company’s risk factor (commencing on page 70 of the Form F-1/A) entitled: “If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.”

“If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected.

Currently, we use BitGo Trust Company, Inc. (“BitGo”), as custodian to hold our bitcoin. Security breaches and cyberattacks are of particular concern with respect to our bitcoin. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. A successful security breach or cyberattack could result in:

    ●
    a partial or total loss of our bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with BitGo or other custodians who may hold our bitcoin in the future;

    ●
    a partial or total loss of our bitcoin in a manner that may not be covered by insurance or the liability provisions of the custody agreements with BitGo or other custodians who may hold our bitcoin in the future

    ●
    harm to our reputation and brand;

    ●
    improper disclosure of data and violations of applicable data privacy and other laws; or

    ●
    significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.

All of the digital assets we own and held in custody accounts at BitGo are currently held in “hot wallets.” Hot wallets, which are connected to the Internet, facilitate transactions but are more vulnerable to hacking and other cyber incidents. Security breaches and cyberattacks will be of particular concern with respect to our digital assets. Bitcoin and other blockchain-based cryptocurrencies and the entities that provide services to participants in the Bitcoin ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities.

Further, aAny actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader bitcoin blockchain ecosystem or in the use of the bitcoin network to conduct financial transactions, which could negatively impact us.”

Exhibit Index, page II-5

    3.
    File an opinion of counsel that relates to the legality of the securities being registered in the current registration statement. We note that Exhibit 5.1 appears to relate to a previous registration statement.

Response:

The Company acknowledges and agrees with the Staff’s comment. In response to this comment, the Company has attached to the Form F-1/A, as Exhibit 5.1 thereto, the requisite opinion of counsel.

    3

General

    4.
    While we note your response to prior comment 13, we are unable to agree that registering the resale of ordinary shares underlying the Second Notes and Second Warrants is appropriate at this time. Specifically, the conditions to the purchasers’ obligations with respect to the Second Closing set forth in Sections 2.5(c)(vi) and (vii) of the SPA relate to the market price of the company’s securities, which is not permitted by Securities Act Sections Compliance and Disclosure Interpretations Question 139.11 and indicates that the investors are not irrevocably bound to purchase the securities. Please revise the registration statement to limit the ordinary shares registered for resale to those underlying the Initial Notes and Initial Warrants, or revise the prospectus to disclose a fixed price at which the selling shareholders will offer the shares and identify the selling shareholders as underwriters.

Response:

The Company respectfully advises the Staff’s that, in response to this comment, the Company has revised its disclosure in the Form F-1/A to limit the ordinary shares registered for resale to those underlying the Initial Notes and Initial Warrants.

If you have any questions or additional comments regarding these matters, please do not hesitate to contact the undersigned at (703) 790-0717.

    Very truly yours,

    K Wave Media Ltd.

    By:
     /s/ Ted Kim

    Name:
    Ted Kim

    Title:
    Chief Executive Officer

    4

November 24, 2025
Ted Kim
Chief Executive Officer
K Wave Media Ltd.
121 South Church Street
George Town, Grand Cayman
KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 1 to Registration Statement on Form F-1
Filed September 22, 2025
File No. 333-289396
Dear Ted Kim:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 27, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed September 22, 2025
The Offering, page 10
We note your response to prior comment 5. Please make conforming revisions where
use of proceeds are discussed in this section, as you still refer to the $500 million and
$510,526,316 figures that take into account the Additional Notes and Additional
Warrant. We also note that in response to prior comment 5 you discuss only the $15
million and $10 million received by the company in connection with the issuance of
the Initial Notes, Initial Warrants, Second Notes, and Second Warrants. Please also
disclose what the company would receive upon exercise of warrants, or if the
 1.

November 24, 2025
Page 2
company does not expect to receive proceeds pursuant to such exercises, please state
as much and explain why.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
K Wave Media Ltd.
Use of Custodians and Storage of Bitcoin, page 100
2.We note your response to prior comment 9. Please revise to clarify, if true, that the
insurance maintained by BitGo is shared among all such custodian’s customers, is not
specific to your company, and may not be available or sufficient to protect you from
all possible losses or sources of losses. In addition, we note that you have instructed
BitGo to hold all of your private keys in hot wallets. Please address the risk of holding
your private keys in hot wallets, and revise to address your reasons for instructing
BitGo to hold your private keys in hot wallets.
Exhibit Index, page II-5
3.File an opinion of counsel that relates to the legality of the securities being registered
in the current registration statement. We note that Exhibit 5.1 appears to relate to a
previous registration statement.
General
4.While we note your response to prior comment 13, we are unable to agree that
registering the resale of ordinary shares underlying the Second Notes and Second
Warrants is appropriate at this time. Specifically, the conditions to the purchasers'
obligations with respect to the Second Closing set forth in Sections 2.5(c)(vi) and (vii)
of the SPA relate to the market price of the company's securities, which is not
permitted by Securities Act Sections Compliance and Disclosure Interpretations
Question 139.11 and indicates that the investors are not irrevocably bound to purchase
the securities. Please revise the registration statement to limit the ordinary shares
registered for resale to those underlying the Initial Notes and Initial Warrants, or
revise the prospectus to disclose a fixed price at which the selling shareholders will
offer the shares and identify the selling shareholders as underwriters.
            Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andy Tucker

CORRESP
1
filename1.htm

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

August 27, 2025
Ted Kim
Chief Executive Officer
K Wave Media Ltd.
121 South Church Street
George Town, Grand Cayman
KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Registration Statement on Form F-1
Filed August 8, 2025
File No. 333-289396
Dear Ted Kim:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed August 8, 2025
Prospectus Summary
The Standby Equity Purchase Agreement, page 4
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
digital asset treasury strategy, please disclose more prominently that the controlling
person of Bitcoin Strategic, Stephen Drew, is a related party. Disclose whether there 1.

August 27, 2025
Page 2
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 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.
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.
Risk Factors, page 11
4.Please revise to add separately captioned risk factors related to bitcoin and the bitcoin
network, as well as any material financing, liquidity, or other risks you face related to
the impact that a crypto asset market disruption may have, directly or indirectly, on
the value of the bitcoin you hold.
Use of Proceeds, page 64
5.Refer to your statement that you may "receive up to $500 million in aggregate gross
proceeds under the SPA from the sales of the Second Notes and the Additional Notes
(if any), and up to $510,526,316 if the Initial Warrant, the Second Warrant and the
Additional Warrant, if any, are exercised in full into Ordinary Shares." Please revise
to clarify that you are registering only ordinary shares underlying the Initial Notes,
Second Notes, Initial Warrants, and Second Warrants at this time, and disclose
potential proceeds not taking into consideration any Additional Closing.
General
6.Please add a section to your registration statement that includes a materially complete
description of bitcoin and the bitcoin network.

August 27, 2025
Page 3
7.Please elaborate on why you have opted to pursue a digital asset treasury strategy,
why you emphasize bitcoin, and how, if at all, such strategy and related activities will
impact the business operations of K Enter and the six Korean entities as a "tech and
IP-based diversified entertainment company." If your digital asset-related activities
are expected to materially impact your primary business operations or growth
strategies, please revise where appropriate throughout to disclose as much.
8.Please expand your disclosure of your bitcoin treasury strategy by describing the
sources of capital for your acquisition of bitcoin, including disclosure related to the
amount of bitcoin you intend to purchase with the proceeds of the SPA and when you
intend to make such purchases, the percentage of the proceeds of the SEPA with
Bitcoin Strategic that you intend to use to purchase bitcoin, if known, and any other
sources of capital you intend to use for the acquisition of bitcoin so that investors
understand your plans to increase your holdings of bitcoin as well as your capital
needs for general corporate purposes, merger and acquisition activities and further
expanding your content and the K-POP related businesses. In this regard, we note that
you currently hold 88 bitcoin, all of which are being used as collateral for your SPA,
and that, pursuant to the SPA, you are required to use at least 80% of the SPA
proceeds for the purchase of bitcoin. Disclose the aggregate purchase price of bitcoin
purchased to date.
9.Please disclose your custody arrangements for your bitcoin holdings, including the
identity of the custodian, a description of the material terms of the agreement with the
custodian, the percentage of your private keys that are held in cold storage, whether
your assets are held in segregated accounts, the identity of the entities that have access
to your bitcoin holdings, whether any entity will be responsible for verifying the
existence of your custodied bitcoin, whether the custodian has insurance that covers
your custodied bitcoin, and, if so, the degree to which the insurance protects your
custodied bitcoin.
10.Please expand your disclosure to describe the policies and procedures you have in
place or intend to adopt that govern when you exchange cash for bitcoin and when
you monetize your bitcoin and disclose whether you have policies or will establish
policies governing the percentage of your treasury holdings that will be bitcoin. Also
disclose the percentage of your treasury that is currently invested in bitcoin. In
addition, please disclose whether you intend to hedge your bitcoin exposure, and, if
so, please describe your hedging strategy.
11.Please revise to disclose the material terms of your asset management and advisory
agreement with Galaxy Digital. We note your press release filed as Exhibit 99.1 to the
current report on Form 6-K filed July 22, 2025.
12.Please revise to disclose your plans related to the yield-optimization of your bitcoin
holdings, including when you intend to start such activities and the amount of bitcoin
you intend to use for such activities. Also, add risk factor disclosure addressing the
risks related to such activities. Additionally, please include a brief description of the
Bitcoin Lightning Network, and include a materially complete description of your
plans to operate Bitcoin Lightning Network nodes, including when you intend to
begin such activities, the number of nodes you intend to operate, and whether you
intend to use a platform to manage your nodes.

August 27, 2025
Page 4
13.We note that you are seeking to register ordinary shares underlying the Second Notes
and Second Warrants issuable at the Second Closing contemplated by the SPA. We
also note that the purchaser's obligations with respect to the Second Closing are
subject to certain conditions related to the closing price and trading volume of the
company's ordinary shares. Please provide us with a detailed analysis to support your
conclusion that registration of shares underlying the Second Notes and Second
Warrants is appropriate at this time. Refer to Securities Act Sections Compliance and
Disclosure Interpretations Question 139.11, which states that the investor must be at
market risk at the time of filing of the resale registration statement and that "closing
conditions in capital formation transactions relating to the market price of the
company's securities...are unacceptable conditions."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andy Tucker

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

December 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    K Wave Media Ltd. (the “Company”)

    Registration Statement on Form S-4

    (File No. 333-278221) (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, the registrant K Wave Media, Ltd. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Monday, December 30, 2024, or as soon as practicable thereafter.

    Very truly yours,

    K Wave Media Ltd.

    By:
    /s/ Anthony Ang

    Name: Anthony Ang

    Title: Chairman

    cc:

    Mr. Tan Chin Hwee

    Executive Chairman and Interim Chief Executive Officer

    K Enter Holdings, Inc.

    James A. Prestiano, Esq.

    Andy Tucker, Esq.

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

December 23, 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. 11 to Registration Statement on Form F-4

    Filed December 16, 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 December 20, 2024 (the “Comment Letter”) regarding K Wave’s Amendment No. 11 to Registration Statement on Form F-4 filed with the SEC on December 16, 2024 (the “Registration Statements”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 12 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. 11 to Registration Statement on
Form F-4 filed December 16, 2024

Financial Statements, page F-1

1. It appears the amendment to the Merger Agreement on December 11, 2024 and its impact should be reported as a material subsequent events item in the interim period financial statements of K Wave Media LTD., Global Star Acquisition Inc. and K Enter Holdings Inc. presented in the filing. Please revise each as appropriate for the respective impact.

Response: The Company
respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 256, 261, F-13, F-71 and
F-111 of the Amended Registration Statement.

2. In note 1 of the notes to the interim period financial statements of K Wave Media LTD. presented in the filing you disclose the total outstanding shares of the Company will be determined depending on the number of Global Star stockholders who exercise their right of redemption. It appears at this point you have an expectation of the total outstanding number of shares to disclose here. Please revise as appropriate.

Response: The Company
respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page F-10 of the Amended
Registration Statement.

Please call Daniel Nunn of Nelson Mullins Riley & Scarborough LLP at (904) 665-3601 or James Prestiano of Loeb & Loeb LLP at (212) 407-4831 if you have any questions or if would like additional information with respect to any of the foregoing.

Thank you.

    Very truly yours,

    /s/ Anthony Ang

    Name:
    Anthony Ang

    Title:
    Chairman

    cc:

        Mr. Tan Chin Hwee

        Executive Chairman and Interim Chief Executive Officer

        K Enter Holdings, Inc.

December 20, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 11 to Registration Statement on Form F-4
Filed December 16, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 11 to Registration Statement on Form F-4 filed December 16, 2024
Financial Statements, page F-1
1.It appears the amendment to the Merger Agreement on December 11, 2024 and its
impact should be reported as a material subsequent events item in the interim period
financial statements of K Wave Media LTD., Global Star Acquisition Inc. and K
Enter Holdings Inc. presented in the filing. Please revise each as appropriate for the
respective impact.
2.In note 1 of the notes to the interim period financial statements of K Wave Media
LTD. presented in the filing you disclose the total outstanding shares of the Company
will be determined depending on the number of Global Star stockholders who exercise
their right of redemption. It appears at this point you have an expectation of the
the total outstanding number of shares to disclose here. Please revise as appropriate.

December 20, 2024
Page 2
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jim Prestiano

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

      November 22, 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 October 25, 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 November 12, 2024 (the “Comment Letter”) regarding K Wave’s Amendment No. 9 to Registration Statement on Form F-4 filed with the SEC on October 26, 2024 (the “Registration Statements”). Concurrently with the submission of this letter, the Company is submitting Amendment
         No. 10 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. 9 to Registration Statement
on Form F-4 filed October 25, 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. It appears the exchange of 59,000,000 PubCo shares for 193,367 K Enter shares is as
         follows: 15,673,162 for 51,367 (conversion ratio 305.1) regarding the Six Korean Entities,
         40,798 for 40,798 (conversion ratio 1) regarding preferred stock, 366,753 for 1,202
         regarding Lodestar issued September 29,2024 (conversion ratio 305.1), 1,524,681 for 4,997 regarding GF Korea (conversion
         ratio 305.1). From this it appears there are 41,394,606 remaining PubCo shares to
         be exchanged for 95,003 remaining K Enter shares, a conversion ratio of 435.7. Please
         advise if our understanding of these exchanges is correct. If our understanding is correct, explain to us and disclose as appropriate the rationale
         for the apparent remaining PubCo/K Enter shares exchange ratio of 435.7 and why it
         is different from the conversion ratio of 305.1 for the other noted exchanges. Also,
         tell us if there is any relationship between the 95,003 remaining K Enter common shares
         to be exchanged for PubCo shares referred to above to the 94,279 K Enter common shares
         outstanding at June 30, 2024.

      Response: The Company
      respectfully acknowledges the Staff’s comment and responds below. In connection the acquisition of K Enter by K Wave Media,
      Ltd. (“K Wave”) pursuant to the Business Combination, K Wave will issue the stockholders of K Enter 59,000,000 K Wave
      ordinary shares in exchange for 193,3671 K Enter shares of common stock based on a conversion ratio of 305.1192809
      :1.

      We note the shares of K Enter Preferred Stock will convert to shares of K Enter common
         stock on a 1 for 1 basis upon the closing of the Business Combination. The shares of K Enter common stock issued to the holders of Preferred Stock will receive
         K Wave ordinary shares at the closing of the Business Combination based on a conversion
         ratio of 305.1192809 :1

      Based on the conversion ratio of
      305.1192809 :1 in connection with the Business Combination the 59,000,000 K Wave ordinary shares will be issued as follows:

      (i) 30,878,682 K Wave Ordinary shares issued in exchange for 101,202 shares of K Enter common stock owned by the currently existing stockholders of K Enter, including, the 4,997 shares of K Enter common stock owned by GF Korea and the 1,202 shares of K Enter
         common stock owned by Lodestar USA;

      (ii) 12,448,256 K Wave Ordinary shares issued in exchange for 40,798 shares of K Enter common stock owned by the Preferred Stock
         owners after the conversion of the 40,798 shares of Preferred Stock into shares of K Enter common stock upon consummation of the Business Combination; and

      (iii) 15,673,062 K Wave Ordinary shares to be issued in exchange for 51,367 shares of K Enter common stock that will be owned by the owners of Six Korean Entities following K Enter acquisition of the controlling equity interests in the Six Korean
         Entities.

With respect to the Staff’s question,
“Also, tell us if there is any relationship between the 95,003 remaining K Enter common shares to be exchanged for PubCo shares
referred to above to the 94,279 K Enter common shares outstanding at June 30, 2024,” the Company notes there is no relationship
between the subtotal of 95,003 remaining K Enter common shares to be exchanged for PubCo shares referred to above to the 94,279 weighted
average number of shares of K Enter common stock outstanding reported as of June 30, 2024.

      The Company has addressed the Staff’s comment at pages 11, 12, 256, 272, 284 and 301 of the Amended Registration Statement.

 1 We note this number is subject to change based on the actual
number of shares of K Enter common stock to be issued to the owners of the Six Korean Entities in connection with the closing of the
equity purchase agreements, because the actual number of K Enter shares of common stock to be issued will be based on the KRW / USD exchange
rate the day prior to the closing of the equity purchase agreements.

    2

      2. In your response to prior comment 3 you stated all treasury shares of K Enter would
         be issued. The number of treasury shares at both December 31, 2023 and June 30, 2024 is 5,721. You disclose in the filing a total of 7,097 treasury shares were
         issued - 1,932 on August 31, 2024 for employee services rendered, 168 on September 30, 2024 for services rendered, and 4,997 on September 25, 2024 to GF Korea. Please reconcile the shares issued from treasury after June 30, 2024 to the shares in treasury at June 30, 2024 with a schedule showing the subsequent disposition of all treasury shares
         held at June 30, 2024. Additionally, explain to us how the 5,165 shares of treasury shares held
         post September 13, 2024 stated in your response to prior comment 3 relate to the shares held at and
         issued after June 30, 2024.

Response: The Company respectfully
acknowledges the Staff’s comment and notes that the number of treasury shares held by K Enter as of December 31, 2023 and June 30,
2024 was 5,721. On August 31, 2024 Taewoo Kim (a former employee of K Enter) and Jun Jong (the CFO of K Enter) each surrendered 688
shares of K Enter common stock which resulted in 7,097 shares of common stock held in treasury. Subsequently, 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, which
resulted in 5,165 shares of common stock held in treasury.

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 million in fees that K Enter owed to various services providers in exchange for the issuance of 4,997 shares of K Enter common stock from K Enter’s
treasury shares. Finally, on September 30, 2024, K Enter issued 168 shares of K Enter common stock to Tan, Chin Hwee, a director,
Executive Chairman and Interim CEO of K Enter, for services rendered and to be rendered, from K Enter’s treasury shares.

Below is a table setting forth K Enter’s
treasury share holdings from June 30, 2024 through September 30, 2024.

            Date
            Treasury Shares

(Issued) /
            Received
            Total
            Shares in Treasury

            June 30, 2024
            -
            5,721 shares

            August 31, 2024
            688 shares
            6,409 shares

            August 31, 2024
            688 shares
            7,097 shares

            August 31, 2024
            (1,932) shares
            5,165 shares

            September 24, 2024
            (4,997) shares
            168 shares

            September 30, 2024
            (168) shares
            0 shares

      Summary of the Proxy Statement/Prospectus

      The Parties to the Business Combination

      K Enter Holdings Inc., page 19

      3. Refer to the discussion of the financial projections and other information underlying the Second Fairness Opinion in this section, particularly the statement that such projections “vary significantly from the actual results achieved in 2023.” As it appears from the interim financial results of the Six Korean Entities for the six months ended June 30, 2024 that many are not on track to meet projected results for 2024, please update your disclosure to highlight this fact and provide examples. For example, we note your disclosure at page 220 that Play Company’s operating results for the first half of the year represent only 14.9% of forecasted revenues for 2024. Make conforming revisions where the projections are discussed at pages 37 and 120-121.
         Please also confirm whether your statements relating to the reliability of the projections continue to be accurate, such as the statement on page 21 that Global Star’s board of directors has determined that no purchase price adjustment is appropriate due to the expected decline in projected 2024 financial results of operations.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 20, 21, 37 and 120 of the Amended Registration Statement.

    3

      Management’s Discussion and Analysis
of Financial Condition and Results of Operations of K Enter

      Note 15. Subsequent Events, page 215

      4. In regard to the exhibits
      filed in response to prior comment 5, please provide us with a list of the amounts and parties associated with the $8.52 million fee
      liability relieved.

      Response: The Company respectfully acknowledges the Staff’s comment and responds that Annex 1 to the Exhibit 10.58, which was previously filed, specifically sets out the amounts and parties associated with the $8.52 million fee liability relieved. The Company has set forth the amounts and parties associated with the $8.52 million fee liability relieved in table format below.

    Name of Consultant/Advisor
    Fee Liability

Relieved (USD)

    1. KPMG Korea

    i. Deal Success Fee
      6,666,667

    ii. Tax Services
      245,833

    iii. Valuation Services
      526,250

    KPMG Korea Total
      7,438,750

    2. Lee & Ko LLC
      1,000,000

    3. BAE, KIM & LEE LLC
      83,333

    Total Fee Liability Relieved
      8,522,083

      The Company refers the Staff to Annex 1 of Exhibit 58 attached to the Registration
         Statement. The Company also refers the Staff Exhibits 10.62, 10.63, 10.64 and 10.65 attached
         to the Registration Statement which are the release agreements related to the $8.52 million fee liability relieved.

      Unaudited Pro Forma Condensed Combined Financial
Information

      Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

      Note 5 - Adjustments and Reclassifications
to Unaudited Pro Forma Condensed Combined

      Balance Sheet as of [December 31, 2023], page 287

      5. Please provide us with and disclose details and the source of the 688 shares issued after June 30, 2024 disclosed in note Y on page 293 and its impact on the number of shares of PubCo exchanged for K Enter shares.

Response: The Company respectfully
acknowledges the Staff’s comment and notes that the source of the 688 shares of K Enter common stock “issued” after
June 30, 2024, were transferred by Mina Kim (a co-founder of K Enter) to Jihun Byun (the Chief Accounting Officer of K Enter) for
services rendered to K Enter. Although the 688 shares were transferred by Mina Kim, K Enter recorded share based compensation expense
related to the transfer in accordance with ASC 718. The Company has added disclosure to address the Staff’s comment at pages 298
and 300 of the Amended Registration Statement.

      General

      6. We note that disclosure at page 12 and elsewhere reflects an increase in the number
         of Pubco shares outstanding following the business combination under a no additional redemption scenario from 64,185,053 shares to 64,284,823 shares. However, the cover page of the prospectus and legal opinion still state that 64,185,053 shares
         of Pubco common stock are being registered. Please revise or explain the inconsistency. If the number of shares being registered has increased, file a new legal opinion that covers all such shares and ensure that sufficient filing fees have been paid.

Response: The Company respectfully
acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 11, 12, 272, 284, 301, 302 and 303
of the Amended Registration Statement. The Company confirms that is has previously paid filing fees in amount sufficient to cover the
registration of all securities listed in the Amended Registration Statement. The Company has also filed a revised legal opinion as Exhibit
5.1 and a revised Exhibit 107 to the Amended Registration Statement.

    4

      Please call Daniel Nunn of Nelson Mullins Riley & Scarborough LLP at (904) 665-3601
         or James Prestiano of Loeb & Loeb LLP at (212) 407-4831 if you have any questions
         or if would like additional information with respect to any of the foregoing.

      Thank you.

            Very truly yours,

            /s/ Anthony Ang

            Name:
            Anthony Ang

            Title:
            Chairman

            cc:
            Mr. Tan Chin Hwee
Executive Chairman and Interim Chief Executive Officer
K Enter Holdings, Inc.

    5

November 12, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 9 to Registration Statement on Form F-4
Filed October 25, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 3, 2024 letter.
Amendment No. 9 to Registration Statement on Form F-4 filed October 25, 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
It appears the exchange of 59,000,000 PubCo shares for 193,367 K Enter shares is as
follows: 15,673,162 for 51,367 (conversion ratio 305.1) regarding the Six Korean
Entities, 40,798 for 40,798 (conversion ratio 1) regarding preferred stock, 366,753 for
1,202 regarding Lodestar issued September 29,2024 (conversion ratio 305.1),
1,524,681 for 4,997 regarding GF Korea (conversion ratio 305.1). From this it appears
there are 41,394,606 remaining PubCo shares to be exchanged for 95,003 remaining
K Enter shares, a conversion ratio of 435.7. Please advise if our understanding of
these exchanges is correct. If our understanding is correct, explain to us and disclose 1.

November 12, 2024
Page 2
as appropriate the rationale for the apparent remaining PubCo/K Enter shares
exchange ratio of 435.7 and why it is different from the conversion ratio of 305.1 for
the other noted exchanges. Also, tell us if there is any relationship between the 95,003
remaining K Enter common shares to be exchanged for PubCo shares referred to
above to the 94,279 K Enter common shares outstanding at June 30, 2024.
2.In your response to prior comment 3 you stated all treasury shares of K Enter would
be issued. The number of treasury shares at both December 31, 2023 and June 30,
2024 is 5,721. You disclose in the filing a total of 7,097 treasury shares were issued -
 1,932 on August 31, 2024 for employee services rendered, 168 on September 30,
2024 for services rendered, and 4,997 on September 25, 2024 to GF Korea.
Please reconcile the shares issued from treasury after June 30, 2024 to the shares in
treasury at June 30, 2024 with a schedule showing the subsequent disposition of all
treasury shares held at June 30, 2024. Additionally, explain to us how the 5,165 shares
of treasury shares held post September 13, 2024 stated in your response to prior
comment 3 relate to the shares held at and issued after June 30, 2024.
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination
K Enter Holdings Inc., page 19
3.Refer to the discussion of the financial projections and other information underlying
the Second Fairness Opinion in this section, particularly the statement that such
projections "vary significantly from the actual results achieved in 2023." As it appears
from the interim financial results of the Six Korean Entities for the six months ended
June 30, 2024 that many are not on track to meet projected results for 2024, please
update your disclosure to highlight this fact and provide examples. For example, we
note your disclosure at page 220 that Play Company's operating results for the first
half of the year represent only 14.9% of forecasted revenues for 2024. Make
conforming revisions where the projections are discussed at pages 37 and 120-
121. Please also confirm whether your statements relating to the reliability of the
projections continue to be accurate, such as the statement on page 21 that Global
Star’s board of directors has determined that no purchase price adjustment is
appropriate due to the expected decline in projected 2024 financial results of
operations.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
K Enter
Note 15. Subsequent Events, page 215
4.In regard to the exhibits filed in response to prior comment 5, please provide us with a
list of the amounts and parties associated with the $8.52 million fee liability relieved.

November 12, 2024
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 5 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Balance Sheet as of [December 31, 2023], page 287
5.Please provide us with and disclose details and the source of the 688 shares issued
after June 30, 2024 disclosed in note Y on page 293 and its impact on the number of
shares of PubCo exchanged for K Enter shares.
General
6.We note that disclosure at page 12 and elsewhere reflects an increase in the number of
Pubco shares outstanding following the business combination under a no additional
redemption scenario from 64,185,053 shares to 64,284,823 shares. However, the
cover page of the prospectus and legal opinion still state that 64,185,053 shares of
Pubco common stock are being registered. Please revise or explain the inconsistency.
If the number of shares being registered has increased, file a new legal opinion that
covers all such shares and ensure that sufficient filing fees have been paid.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jim Prestiano

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

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.

    2

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.

    3

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.

    4

 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

October 3, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 8 to Registration Statement on Form F-4
Filed September 30, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 27, 2024 letter.
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
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 1.

October 3, 2024
Page 2
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.
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.
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.
Summary of the Proxy Statement/Prospectus
Interests of Certain Persons in the Business Combination, page 31
4.We note that you have added disclosure at page 217 regarding the issuance of 1,202 K
Enter shares to Lodestar USA, Inc., which is controlled by Ted Kim, on September 29,
2024. However, it does not appear that your disclosure regarding the number of shares
beneficially owned by Ted Kim has changed from the amendment filed on September 27,
2024. Please explain or update your conflicts of interest disclosure here and elsewhere to
reflect the September 29, 2024 issuance to Lodestar USA, Inc. To the extent updated
disclosure is warranted, revise the beneficial ownership table at page 301 as well. Please
also clarify whether any of the other share issuance agreements referenced on page 217
should be acknowledged within your conflicts of interest disclosure or your related
persons transactions disclosure. For example, we note that shares were issued to a K Enter
employee and that an agreement is defined as the “Innocus Global Agreement," and
disclosure elsewhere indicates that director nominee Jason Kim founded Innocus Global
Group Pte.

October 3, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations of K
Enter
Subsequent Event, page 217
5.You disclose you entered into the share subscription agreement with GF Korea to gain
greater financial flexibility. Please explain what this means and why the greater flexibility
is necessary. In connection with this, you state here K Enter is currently in the process of
negotiating agreements with its service providers referenced in the GF Agreement
that will provide that K Enter will be fully and unconditionally released from the $8.52
million in service provider fees referenced in the GF Agreement and that these service
providers will look solely to GF Korea to collect their fees. Please disclose the
consequences should any of the service providers not consent to release K Enter and how
your agreement with GF is substantive at this point given the affected service providers
have not consented. Additionally, if you have finalized any agreements with these service
providers, please file them as exhibits.
6.You disclose four additional issuances of K Enter common stock not previously disclosed.
Please tell us and disclose how these issuances impact the total number of K Enter
common stock to be converted into PubCo common stock. Our understanding is all
outstanding K Enter common and preferred stock convert into PubCo common stock in
the Business Combination, but we did not see that PubCo share ownership tables reflect
these additional issuances. Also confirm to us that all share activity that has occurred is
represented in your next amendment.
Unaudited Pro Forma Condensed Combined Financial Information, page 256
7.Please tell us whether the conversions discussed in note Q relate to the
subsequent issuances disclosed on page 217, and if so, how, and how these amounts are
reflected in the share ownership table on page 255. Additionally, tell us how these relate
to the 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 disclosed in footnote "**" on page 272.
8.In notes Z and MM you refer to 2,100 treasury shares of K Enter and 1,202 shares of
common stock. Please describe what these shares pertain to and how the number of shares
was determined. Also, provide us with a roll forward of the number of treasury shares of
K Enter actually outstanding at June 30, 2024 to reflect actual and expected activity after
this date consistent with information disclosed in the filing, for example, on page 217.
9.Please ensure all pro forma information, including share ownership in the tables on pages
255 and 265, reflect any changes associated with any of the comments in this letter.
Financial Statements of K Wave Media LTD., page F-4
10.Please include a subsequent event note to the audited financials of K Wave Media LTD.
to reflect the actual and expected issuances of its (PubCo's) shares disclosed elsewhere in
this filing and expected total shares to be outstanding at the date of effectiveness of the
Business Combination. Ensure the independent accountant’s report is dated appropriately
for this note. In providing this note, ensure any amounts herein are consistent with
amounts disclosed elsewhere in the filing, particularly in the pro forma information.

October 3, 2024
Page 4
General
11.We note that the Share Subscription Agreement filed as Exhibit 10.58 is signed by Mina
Kim. Based on your disclosure on page 113, Mina Kim is one of the co-founders of K
Enter. Please revise where you discuss the Share Subscription Agreement to indicate the
relationship of Mina Kim to K Enter or any other party to the transaction. Please also add
disclosure under "Certain Relationships and Related Person Transactions" if required.
12.We note that in recent amendments you have added disclosure of several debt and equity
financing arrangements entered into by K Enter, including a written loan agreement
entered into with the Global Star sponsor on August 19, 2024 and the “Loh Say Coon
Agreement” and “Innocus Global Agreement” entered into on September 21, 2024 and
September 25, 2024, respectively. As it appears that these arrangements have resulted in
additional funds available to K Enter, please update your disclosure throughout regarding
Global Star’s and K Enter’s intent to raise financing in connection with the business
combination as appropriate. For example, at page 6 you continue to disclose that Global
Star and K Enter intend to use their best efforts to complete a PIPE or pre-PIPE
transaction, but it is unclear the extent to which these recent financings have or are
intended to contribute towards such goal. In your revisions, please specifically clarify
whether a $50 million PIPE transaction is still being pursued and the status of K Enter's
January 2024 agreement with a placement agent to seek a pre-PIPE transaction discussed
at page 206, as we note that such agreement had a six-month term.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jim Prestiano

CORRESP
1
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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

September 30, 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. 6 to Registration Statement on Form F-4

    Filed September 26, 2024

    Amendment No. 7 to Registration Statement on Form F-4

    Filed September 27, 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 September 26, 2024 (the “Comment Letter”) regarding K Wave’s Amendment No. 6 to Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2024 and Amendment No. 7 to Registration Statement on Form F-4 filed with the SEC on September 27, 2024 (the “Registration Statements”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 8 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. 7 to Registration Statement on Form F-4 filed September 27, 2024

Questions and Answers About the Business Combination and the Special Meeting

Do any of Global Star’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?, page 7

    1.
    We note your revised disclosure showing Ted Kim’s ownership percentage of K Enter decreased from 21.3% as disclosed in Amendment No. 5 filed September 13, 2024 to 9.9%. Please tell us the facts and circumstances that decreased his ownership. In so doing, address whether any of his ownership was surrendered or otherwise involved with the Share Subscription Agreement with GF Korea Inc. Please also explain any other material changes in ownership of K Enter held by the individuals identified in this section.

Response:
The Company respectfully acknowledges the Staff’s comment and initially notes that the disclosure on page 7 of Amendment No.
5 to the Form F-4, filed September 13, 2024 (“Amendment No. 5”), disclosing that Ted Kim’s ownership percentage
of K Enter was 21.3% was erroneous on a temporal basis and reflected Mr. Kim’s owner percentage of K Enter as of April 2024, without
including the dilution of the resulting from (1) K Enter’s issuance of common stock in connection with the acquisition of the Six
Korean Entities and (2) K Enter’s issuance of common stock in connection with the mandatory conversion of K Enter’s Series
A and Series A-1 Preferred Stock immediately preceding the closing of the Business Combination. Specifically, Amendment No. 5 states:
“Also, Ted Kim, the manager of the Sponsor and a co-founder and director of K Enter, owns 21.3% of the shares of common stock
of K Enter through his ownership and control of Global Fund LLC, which owns 12,000 shares, and Lodestar USA, Inc., which owns 8,166 shares.”
(emphasis supplied). We note the disclosure contained on page 7 of Amendment No. 7 to the Form F-4, filed September 27, 2024 (“Amendment
No. 7”) discloses Mr. Kim’s ownership percentage as of “prior to the closing of the Business Combination.” Amendment
No. 7 specifically states that: “Also, Ted Kim, the manager of the Sponsor and a co-founder and director of K Enter, owns
19,564 shares or 9.9% of the shares of common stock of K Enter prior to the closing of the Business Commination through his ownership
and control of Global Fund LLC, which owns 12,000 shares, and Lodestar USA, Inc., which owns 7,564 shares.” (emphasis supplied).
We have revised the language on page 7 of the Amended Registration Statement and elsewhere, to clarify that Mr. Kim’s beneficial
ownership of K Enter immediately prior to the Business Combination will be 19,564 shares or 9.9% of the shares of common stock of K Enter.

None
of Mr. Kim’s shares of K Enter were surrendered, forfeited otherwise involved in the Share Subscription Agreement with GF Korea.
There are no material changes in ownership of K Enter held by the other individuals identified in this section on page 7 of Amendment
No. 5. See pages 7, 32, 75, 126 and 136 of the Amended Registration Statement.

Will I experience dilution as a result of the Business Combination?, page 10

    2.
    Please confirm whether and how the 1,488,119 PubCo shares to be received by GF Korea in exchange for the 4,997 K Enter shares that either have been or will be issued to GF Korea are depicted in the tabular disclosure of PubCo ownership following the business combination. If such PubCo shares are not included within the 59,000,000 rollover equity shares shown as held by K Enter stockholders, please explain why not and whether they should be included as an additional source of potential dilution. In this regard, we note that footnote (E) at page 175 describes an adjustment to the unaudited pro forma financial information as “the exchange of outstanding New K Enter shares into 59,000,000 PubCo Ordinary Shares, excluding the 1,488,119 shares being used to satisfy K Enter transaction expenses…”

Response: The Company respectfully acknowledges the Staff’s comment. The Company notes that the 1,488,119 PubCo shares to be received by GF Korea in exchange for the 4,997 K Enter shares are depicted as part of the 59,000,000 rollover equity shares shown as held by K Enter stockholders and should not be included as an additional source of potential dilution. We have presented the issuance of the 1,488,119 PubCo shares in adjustment D where we present the issuance of the shares in satisfaction of transaction expenses at the consummation of the business combination. Adjustment E is presenting the issuance of the remaining 57,511,881 shares of PubCo stock. We have revised the description for adjustment E to revise to the 57,511,881 remaining shares to be issued. We have also revised the footnote on the table pages 11, 12, 255, 265, 275 and 278 in the Amended Registration Statement to indicate that the GF Korea shares are part of the 59,000,000 shares attributed to the K Enter stockholders.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Subsequent Event, page 216

    3.
    With regard to the Share Subscription Agreement with GF Korea Inc. (“GF”), please:

    ●
    discuss the business reason for K Enter entering into the agreement;

    ●
    explain your rationale for providing more consideration value represented by the 4,997 shares of
    K Enter common stock issued than the amount of the debt assumed by GF;

    ●
    explain the basis for converting the 4,997 shares issued by K Enter into 1,488,119 shares of PubCo ordinary shares and specifically state in your disclosure how this conversion ratio compares to the conversion ratio in the overall merger transaction;

    ●
    discuss if there are any consequences to you in the event GF does not sell the shares issued to it and/or does not repay the associated debt assumed.

Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 217 of the Amended Registration Statement.

Unaudited Pro Forma Condensed Combined Financial Information, page 256

    4.
    Please explain to us why the effects of the issuance of the 4,997 of K Enter common stock to GF Korea Inc. pursuant to the Share Subscription Agreement do not appear to be reflected in the combined balance sheet and statement of operations for New K Enter.

Response: The Company respectfully acknowledges the Staff’s comment. The Company notes that all of the transaction expenses to be incurred and recorded at the closing of the Business Combination are being reflected in the pro forma at the K Wave level as well as the issuance of the merger consideration shares. The issuance of the shares to GF Korea was reflected at the K Wave level since the issuance of such shares are for the transfer of certain transaction expenses recorded at the K Wave level to GF Korea.

    2

    5.
    Please explain to us and disclose how the 1,488,119 shares of PubCo ordinary shares into which the 4,997 shares of K Enter common stock are converted are reflected in the pro forma total number of shares outstanding, weighted average number of shares outstanding and earnings/loss per share amounts presented here and wherever such amounts are presented in the filing.

Response: The Company
respectfully acknowledges the Staff’s comment. The Company notes that the 1,488,119 shares of PubCo ordinary shares are
reflected as being issued in pro forma adjustment D and pro forma Adjustment E description was revised to reflect the issuance of
57,511,881 of PubCo ordinary shares. These two entries add up to the total amount of 59,000,000 PubCo ordinary shares. The footnote
on the share tables have been revised to state that the 1,488,119 shares issued to GF Korea are included in the 59,000,000 K Enter
shares presented in the table. See pages 11, 12, 255, 265 and 278 of the Amended Registration Statement.

Unaudited Pro Forma Condensed Combined Statement of Operations for K Wave, page 259

    6.
    Please explain what footnote (7) attached to the pro forma weighted average number of shares outstanding – basic and diluted for scenario 1 and scenario 2 amounts represents.

Response: The Company respectfully acknowledges the Staff’s comment. The Company notes that the reference of footnote (7) attached to the pro forma weighted average number of shares outstanding – basic and diluted for scenario 1 and scenario 2 has been revised to footnote (4) which is referenced on page 259 under the Unaudited Pro Forma Condensed Combined Statement of Operations for K Wave. Footnote (4) refers the reader to Note 7 – “Net Loss per Share.” See page 259 of the Amended Registration Statement.

Financial Statements of K Enter Holdings Inc.

For the Interim Period Ended June 30, 2024

Notes to Condensed Financial Statements (Unaudited)

Note 14. Subsequent Events, page F-98

    7.
    Please update this note to disclose the pertinent details of the Share Subscription Agreement with GF Korea Inc., including the number of K Enter common stock issued, number of PubCo ordinary shares into which the K Enter shares have been converted and 60 day re-sale provision for the PubCo ordinary shares.

Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page F-98 of the Amended Registration Statement.

Item 21. Exhibits and Financial Statement Schedules, page II-2

    8.
    The legal opinion filed as Exhibit 5.1 speaks to 64,185,053 “Class A ordinary shares” of K Wave Media Ltd, but it appears from disclosure throughout the registration statement that Pubco has only authorized ordinary shares and preference shares. Please revise for consistency and accuracy in the class of registered securities being opined upon.

Response: The Company respectfully acknowledges the Staff’s comment and the legal opinion has been revised to correctly reference the 64,185,053 ordinary shares. See Exhibit 5.1 to the Amended Registration Statement.

    9.
    You state in Exhibit 10.58 that “Annex 1” sets forth the debt that GF is to pay but we did not locate this document. Please revise to include this “Annex 1” or tell us where we can find this document.

Response: The Company respectfully acknowledges the Staff’s comment and the Company has added Annex 1 to Exhibit 10.58. See Exhibit 10.58 to the Amended Registration Statement.

    3

General

    10.
    Please confirm whether the 4,997 K Enter shares contemplated by the Share Subscription Agreement filed as Exhibit 10.58 have already been issued to GF Korea, as we note that Article 5 defines the closing date, on which “KEF shall issue GF the New Shares,” as “[September 25], 2024 or the date agreed upon by the Parties.” Please also tell us whether the exchange of 4,997 K Enter shares for Pubco shares is being registered on this Form F-4. To the extent that the exchange of the 4,997 K Enter shares for Pubco shares is not being registered on this Form F-4, please indicate the exemption from registration that GF Korea will rely upon in selling these shares shortly after effectiveness of the registration statement, as contemplated by the Share Subscription Agreement. The Agreement indicates that GF Korea will sell the shares within 60 days following the “Listing Date,” which is defined as the date on which KEH’s registration statement becomes effective, resulting in KEH’s common stock commencing trading on NASDAQ. Please explain which date will commence the 60-day selling period, as we note that as currently structured, the PubCo shares will not begin trading at the time of effectiveness.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the 4,997 K Enter shares were issued to GF Korea on September 25,
2024. These shares are being registered pursuant to this registration statement on F-4 as part of the Merger Consideration. Pursuant to
K Enter’s agreement with GF Korea, GF Korea will seek to sell the shares within sixty (60) days after listing on the Nasdaq Stock
Market; however, if any lock-up period is imposed by applicable law, GF Korea will sell the ordinary shares within sixty (60) days after
the expiration of such lock-up period. The Company acknowledges that GF Korea may be considered an underwriter within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”), and that the PubCo ordinary shares to be received by GF Korea will
not be freely tradeable upon closing of the Business Combination. The Company intends to file a resale registration statement with respect
to the 1,488,119 PubCo ordinary shares into which GF Korea’s 4,997 shares of K Enter will be converted following the closing of
the Business Combination because GF Korea may be considered to be an underwriter within the meaning of Section 2(11) of the Securities
Act.

Please call Daniel Nunn of Nelson Mullins Riley & Scarborough LLP at (904) 665-3601 or James Prestiano of Loeb & Loeb LLP at (212) 407-4831 if you have any questions or if would like additional information with respect to any of the foregoing.

Thank you.

    Very truly yours,

    /s/ Anthony Ang

    Name:
    Anthony Ang

    Title:
    Chairman

Enclosures

    cc:
    Mr. Tan Chin Hwee
Executive Chairman and Interim Chief Executive Officer
K Enter Holdings, Inc.

    4

September 27, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 6 to Registration Statement on Form F-4
Filed September 26, 2024
Amendment No. 7 to Registration Statement on Form F-4
Filed September 27, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 7 to Registration Statement on Form F-4 filed September 27, 2024
Questions and Answers About the Business Combination and the Special Meeting
Do any of Global Star's directors or officers have interests that may conflict with my interests
with respect to the Business Combination?, page 7
1.We note your revised disclosure showing Ted Kim's ownership percentage of K Enter
decreased from 21.3% as disclosed in Amendment No. 5 filed September 13, 2024 to
9.9%. Please tell us the facts and circumstances that decreased his ownership. In so doing,
address whether any of his ownership was surrendered or otherwise involved with the
Share Subscription Agreement with GF Korea Inc. Please also explain any other material
changes in ownership of K Enter held by the individuals identified in this section.

September 27, 2024
Page 2
Will I experience dilution as a result of the Business Combination?, page 10
2.Please confirm whether and how the 1,488,119 Pubco shares to be received by GF Korea
in exchange for the 4,997 K Enter shares that either have been or will be issued to GF
Korea are depicted in the tabular disclosure of Pubco ownership following the business
combination. If such Pubco shares are not included within the 59,000,000 rollover equity
shares shown as held by K Enter stockholders, please explain why not and whether they
should be included as an additional source of potential dilution. In this regard, we note
that footnote (E) at page 175 describes an adjustment to the unaudited pro forma financial
information as “the exchange of outstanding New K Enter shares into 59,000,000 PubCo
Ordinary Shares, excluding the 1,488,119 shares being used to satisfy K Enter transaction
expenses…”
Management's Discussion and Analysis of Financial Condition and Results of Operations
Subsequent Event, page 216
3.With regard to the Share Subscription Agreement with GF Korea Inc. ("GF"), please:
•discuss the business reason for K Enter entering into the agreement;
•explain your rationale for providing more consideration value represented by the
4,997 shares of K Enter common stock issued than the amount of the debt assumed by
GF;
•explain the basis for converting the 4,997 shares issued by K Enter into 1,488,119
shares of PubCo ordinary shares and specifically state in your disclosure how this
conversion ratio compares to the conversion ratio in the overall merger transaction;
•discuss if there are any consequences to you in the event GF does not sell the shares
issued to it and/or does not repay the associated debt assumed.
Unaudited Pro Forma Condensed Combined Financial Information, page 256
4.Please explain to us why the effects of the issuance of the 4,997 of K Enter common stock
to GF Korea Inc. pursuant to the Share Subscription Agreement do not appear to be
reflected in the combined balance sheet and statement of operations for New K Enter.
5.Please explain to us and disclose how the 1,488,119 shares of PubCo ordinary shares into
which the 4,997 shares of K Enter common stock are converted are reflected in the pro
forma total number of shares outstanding, weighted average number of shares outstanding
and earnings/loss per share amounts presented here and wherever such amounts are
presented in the filing.
Unaudited Pro Forma Condensed Combined Statement of Operations for K Wave, page 259
6.Please explain what footnote (7) attached to the pro forma weighted average number of
shares outstanding – basic and diluted for scenario 1 and scenario 2 amounts represents.

September 27, 2024
Page 3
Financial Statements of K Enter Holdings Inc.
For the Interim Period Ended June 30, 2024
Notes to Condensed Financial Statements (Unaudited)
Note 14. Subsequent Events, page F-98
7.Please update this note to disclose the pertinent details of the Share Subscription
Agreement with GF Korea Inc., including the number of K Enter common stock issued,
number of PubCo ordinary shares into which the K Enter shares have been converted and
60 day re-sale provision for the PubCo ordinary shares.
Item 21. Exhibits and Financial Statement Schedules, page II-2
8.The legal opinion filed as Exhibit 5.1 speaks to 64,185,053 "Class A ordinary shares" of
K Wave Media Ltd, but it appears from disclosure throughout the registration statement
that Pubco has only authorized ordinary shares and preference shares. Please revise for
consistency and accuracy in the class of registered securities being opined upon.
9.You state in Exhibit 10.58 that "Annex 1" sets forth the debt that GF is to pay but we did
not locate this document. Please revise to include this "Annex 1" or tell us where we can
find this document.
General
10.Please confirm whether the 4,997 K Enter shares contemplated by the Share Subscription
Agreement filed as Exhibit 10.58 have already been issued to GF Korea, as we note that
Article 5 defines the closing date, on which "KEF shall issue GF the New Shares," as
"[September 25], 2024 or the date agreed upon by the Parties." Please also tell us whether
the exchange of 4,997 K Enter shares for Pubco shares is being registered on this Form F-
4. To the extent that the exchange of the 4,997 K Enter shares for Pubco shares is not
being registered on this Form F-4, please indicate the exemption from registration that GF
Korea will rely upon in selling these shares shortly after effectiveness of the registration
statement, as contemplated by the Share Subscription Agreement. The Agreement
indicates that GF Korea will sell the shares within 60 days following the "Listing Date,"
which is defined as the date on which KEH's registration statement becomes effective,
resulting in KEH's common stock commencing trading on NASDAQ. Please explain
which date will commence the 60-day selling period, as we note that as currently
structured, the PubCo shares will not begin trading at the time of effectiveness.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andy Tucker

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

      September 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. 5 to Registration Statement on Form F-4

            Filed September 13, 2024

            File No. 333-278221

      Dear Ms. Reed and Ms. Jaskot:

      On behalf of K Wave Media
Ltd. (“K Wave” or the “Company”), we are responding to the oral comment from the staff of the Division
of Corporation Finance Office of Trade & Services (the “Staff”) received on September 26, 2024 (the “Comment
Letter”) regarding K Wave’s Amendment No. 5 to Registration Statement on Form F-4 filed with the Securities and Exchange
Commission (the “SEC”) on September 13, 2024 (the “Registration Statement”). Concurrently
with the submission of this letter, the Company is submitting Amendment No. 6 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 Staff request the Company
to clarify how it was going to include the date that K Enter Holdings, Inc. completed the acquisitions of the controlling equity interests
of the Six Korean Entities in the proxy statement that Global Star Acquisition, Inc. will mail to its stockholders in connection with
the Special Meeting. The Company has disclosed that the Company shall include the date that K Enter Holdings, Inc. completes the acquisitions
of the controlling equity interests of all of the Six Korean Entities in its Form 424B3 Prospectus to be filed with the SEC after this
proxy statement/prospectus on Form F-4 is declared effective by the SEC. See the Cover Letter pages 14, 19, 23, 36 and 107  of the
Amended Registration Statement.

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      September 25, 2024

      Page Two

      Please call Daniel Nunn of Nelson Mullins Riley & Scarborough LLP at (904) 665-3601
         or James Prestiano of Loeb & Loeb LLP at (212) 407-4831 if you have any questions
         or if would like additional information with respect to any of the foregoing.

      Thank you.

            Very truly yours,

            /s/ Anthony Ang

            Name:
            Anthony Ang

            Title:
            Chairman

       Enclosures

            cc:
            Mr. Tan Chin Hwee
Executive Chairman and Interim Chief Executive Officer
K Enter Holdings, Inc.

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

      September 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.

            Amendment No. 4 to Registration Statement on Form F-4

            Filed August 23, 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 September 9, 2024 (the “Comment
Letter”) regarding K Wave’s Amendment No. 4 to Registration Statement on Form F-4 filed with the Securities and Exchange
Commission (the “SEC”) on August 23, 2024 (the “Registration Statement”). Concurrently
with the submission of this letter, the Company is submitting Amendment No. 5 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.

In addition to the Company’s
responses to the letter from the Staff dated September 9, 2024, the Company’s counsel also received a telephone call from
the Staff on September 10, 2024 and was informed that the Staff was requesting updated responses from the Company with respect to two
previously-issued comments (comment #24 from the Staff’s letter dated April 17, 2024 and comment #24 from the Staff’s letter
dated February 25, 2024). The Company’s updated responses to these comments are also included herein (following its responses to
comments #1 through #4 from the Staff’s most recent letter dated September 9, 2024).

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.

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      September 13, 2024

      Page two

Amendment No. 4 to Registration Statement on
Form F-4 filed August 23, 2024

Summary of the Proxy Statement/Prospectus

Interests of Certain Persons in the Business
Combination, page 31

    1.
    Please update this section to reflect the written loan agreement between the sponsor of Global Star and K Enter entered into on August 19, 2024, and make conforming revisions to your conflicts of interest disclosure elsewhere. Disclose this transaction within the related party transactions section as well or explain why you are not required to do so.

Response: The Company respectfully
acknowledges the Staff’s comment. The Company has addressed the Staff’s comment in the Letter to Stockholders and at pages
31, 75, 110 and 111 of the Amended Registration Statement.

      Risk Factors, page 36

 2. Your response to prior comment
2 and revised disclosure at page 6 suggest that there have been no negotiations with Play Company regarding the potential inability to
pay even the first cash payment after the business combination in light of current trust account funds. Please add a prominent, standalone
risk factor that discusses the potential inability to make the scheduled cash payments to the owner of Play Company after the business
combination, absent a capital raise, and identifies specific related risks, such as any recourse available to Play Company under the
related Share Purchase Agreement and/or the possibility of litigation. For example, we note that Section 2.3 of the Share Purchase
Agreement between the owner of Play Company and K Enter provides that, “In the event that the Purchaser fails to pay the Purchase
Price when due, the Purchaser shall pay to the Seller a default interest on such unpaid amount as calculated at the rate of fifteen percent
(15%) per annum for the period from the relevant due date till the day immediately preceding the date of actual payment.” Explain
whether the holder of Play Company shares could seek to terminate the Share Purchase Agreement prior to or after the closing of K Enter’s
acquisition of a controlling interest in Play Company in light of the possibility that PubCo will not be able to make the cash payments
or pay the default interest.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment in the Letter to Stockholders and at page 38 of the Amended Registration Statement.

      Proposal No. 2 - The Acquisition Merger
Proposal

      Supplemental Information: K Enter Forecasts

      Play Company Co., Ltd., page 142

            3.
            Please elaborate on the material assumptions underlying the breakdown of forecasted
               Play Company revenues between those related to the HYBE and SM Entertainment agreements, “Other K-Pop Agency-Related Revenues,” and “Other Revenues.” In this regard, we note that “Other Revenues” are projected to make up roughly 60% of forecasted revenues in 2024 and roughly 55% in 2025, but it is unclear what these revenues consist of and the assumptions underlying this pace of growth, particularly
               when such revenues made up less than 5% of actual revenues in 2023. Make similar revisions
               to the risk factor disclosure regarding the assumptions underlying Play Company’s projections at page 45.

      Response: The Company
respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment in the Letter to Stockholders
and at pages 46, 145 and 146 of the Amended Registration Statement.

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      September 13, 2024

      Page three

      General

            4.
            We note your response to prior comment 7. Revise throughout the proxy statement/prospectus to disclose that the condition to the closing of the business combination that K Enter acquire controlling interests in all Six Korean Entities
               could be waived by the parties to the merger agreement. Revise your disclosure to explain to investors in further detail, as you have in the cover letter dated August 23, 2024, your plan regarding the timing of closing the acquisitions of the Six Korean Entities and alternative plan if you do not close any of the acquisitions and decide to waive the related condition to closing. Specifically, disclose the following points from your cover letter response
               to prior comment 7 throughout the proxy statement/prospectus itself, so that investors
               have a clear, detailed understanding of your intentions:

            ●
            that you “expect K Enter to close the acquisitions of the Six Korean Entities within
               24 to 72 hours after the registration statement on Form F-4 is declared effective” and
               will not mail proxy materials until “immediately after” K Enter closes the acquisitions
               of the Six Korean Entities; and

            ●
            that, if any of the acquisitions do not occur and the parties waive the related closing condition and seek to proceed to close the business combination between Global Star and K Enter, you will not mail proxy materials to Global Star shareholders until after you “file a post-effective amendment to the effective registration statement on Form F-4 to disclose the change in K Enter’s acquisition of the Six Korean Entities.” Explain that such post-effective amendment would have to be declared effective by the staff before you mail proxy materials, and thereby before you give Global Star shareholders the opportunity to vote by mailing back their proxy cards. For the avoidance of doubt, clearly state for investors that as a result, they will not be
               able to vote on the business combination until they receive final, mailed proxy materials
               that reflect the successful acquisitions and K Enter’s business as it will exist at the time of the business combination with Global Star. Revise your reference to “updated or supplemental proxy materials” to reflect that you are committing to file a post-effective amendment if any of the acquisitions do not occur and the condition to closing is waived.

      With respect to the first bullet
point above, please also elaborate to explain how, in the event the acquisitions of all Six Korean Entities close within 24 to 72 hours
after effectiveness as currently anticipated, you will inform investors that the acquisitions have closed. Please also explain whether
the disclosure in the current proxy statement/prospectus will be updated to reflect completion of the acquisitions prior to mailing,
or if you will update it another way (for example, by filing a Form 8-K and/or prospectus supplement and including them in the proxy
materials that are mailed to shareholders). Provide this revised disclosure in multiple, prominent places throughout the proxy statement/prospectus,
including the letter to stockholders, the questions and answers regarding K Enter’s acquisition of the Six Korean Entities at page
14, the discussion of K Enter in the prospectus summary at page 19, the “K Enter’s Acquisition of the Six Korean Entities” section
at page 23, the outset of Risk Factors, and the discussion of the acquisition merger beginning at page 106.

      Response: The Company
respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages Letter to Stockholders,
14, 19, 23, 36 and 107 of the Amended Registration Statement.

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      September 13, 2024

      Page four

April 17, 2024 Staff Comment Letter concerning

Registration Statement on Form F-4 filed March 26, 2024

Business of K Enter, page 157

 24. We note mention of several new agreements throughout the
proxy statement/prospectus. For example, you state that an agreement between Play Company and SM Entertainment Co., Ltd. was entered
into in December 2023, and page 110 states that, “currently three of the four studios have a contract with Netflix to produce K
dramas.” Additionally, on page 196 you state that K Enter’s income has been “driven by its new agreement...for the videography
service for the television programs.” Revise to clearly identify these agreements, including the counterparties to the agreements and
the material terms of these agreements where appropriate in your business disclosure, and file them as exhibits to the registration statement.
Refer to Item 601(b)(10). Please remove the references to embedded “link(s) to the agreement” on page 33 and file all material contracts
as exhibits instead.

Response: The Company respectfully
acknowledges the Staff’s comment. With respect to the Netflix contracts we note they are standard production agreements that were
entered into in the ordinary course of business. We submit that pursuant to Regulation S-K Item 601(a)(10, the Netflix contracts, which
were entered into in the ordinary course of business, are not required to be included as exhibits to the Amended Registration Statement.
With respect to Play Company’s contracts with Hybe and SM Entertainment, the Company has attached redacted versions of such agreements
to the Amended Registration Statement. The Company has endeavored to redact the confidential portions of those agreements, so that Play
Company will not be in breach of the confidentiality provisions of those agreements.

February 25, 2024 Staff Comment Letter concerning

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

Proposal No. 2 - The Acquisition Merger Proposal

Lock-Up Agreement, page 97

 24. We note your response to prior comment 28 and reissue in
part. Please clarify which persons’ and entities’ shares and warrants will be locked up following the closing of the Business
Combination, and quantify the percentage of PubCo Ordinary Shares and PubCo Warrants that will be subject to Lock-Up Agreements. In this
regard, we note that your revised disclosure states that “certain former stockholders of K Enter, and certain other persons and entities”
will enter into lock-up agreements, but these parties are not identified in the proxy statement/prospectus or in the Form of Lock-Up
Agreement included as Annex E.

      Response: The Company
respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 27, 110, 119 and 306
 of the Amended Registration Statement.

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      September 13, 2024

      Page five

      Please call Daniel Nunn of Nelson Mullins Riley & Scarborough LLP at (904) 665-3601
         or James Prestiano of Loeb & Loeb LLP at (212) 407-4831 if you have any questions
         or if would like additional information with respect to any of the foregoing.

      Thank you.

            Very truly yours,

            /s/ Anthony Ang

            Name:
            Anthony Ang

            Title:
            Chairman

       Enclosures

            cc:
            Mr. Tan Chin Hwee
Executive Chairman and Interim Chief Executive Officer
K Enter Holdings, Inc.

September 9, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 4 to Registration Statement on Form F-4
Filed August 23, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 16, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-4 filed August 23, 2024
Summary of the Proxy Statement/Prospectus
Interests of Certain Persons in the Business Combination, page 31
1.Please update this section to reflect the written loan agreement between the sponsor of
Global Star and K Enter entered into on August 19, 2024, and make conforming revisions
to your conflicts of interest disclosure elsewhere. Disclose this transaction within the
related party transactions section as well or explain why you are not required to do so.
Risk Factors, page 36
Your response to prior comment 2 and revised disclosure at page 6 suggest that there have
been no negotiations with Play Company regarding the potential inability to pay even the
first cash payment after the business combination in light of current trust account funds. 2.

September 9, 2024
Page 2
Please add a prominent, standalone risk factor that discusses the potential inability to
make the scheduled cash payments to the owner of Play Company after the business
combination, absent a capital raise, and identifies specific related risks, such as
any recourse available to Play Company under the related Share Purchase Agreement
and/or the possibility of litigation. For example, we note that Section 2.3 of the Share
Purchase Agreement between the owner of Play Company and K Enter provides that, "In
the event that the Purchaser fails to pay the Purchase Price when due, the Purchaser shall
pay to the Seller a default interest on such unpaid amount as calculated at the rate of
fifteen percent (15%) per annum for the period from the relevant due date till the day
immediately proceeding the date of actual payment." Explain whether the holder of Play
Company shares could seek to terminate the Share Purchase Agreement prior to or
after the closing of K Enter's acquisition of a controlling interest in Play Company in light
of the possibility that PubCo will not be able to make the cash payments or pay the default
interest.
Proposal No. 2 - The Acquisition Merger Proposal
Supplemental Information: K Enter Forecasts
Play Company Co., Ltd., page 142
3.Please elaborate on the material assumptions underlying the breakdown of forecasted Play
Company revenues between those related to the HYBE and SM Entertainment
agreements, "Other K-Pop Agency-Related Revenues," and "Other Revenues." In this
regard, we note that "Other Revenues" are projected to make up roughly 60% of
forecasted revenues in 2024 and roughly 55% in 2025, but it is unclear what these
revenues consist of and the assumptions underlying this pace of growth, particularly when
such revenues made up less than 5% of actual revenues in 2023. Make similar revisions to
the risk factor disclosure regarding the assumptions underlying Play Company's
projections at page 45.
General
We note your response to prior comment 7. Revise throughout the proxy
statement/prospectus to disclose that the condition to the closing of the business
combination that K Enter acquire controlling interests in all Six Korean Entities could be
waived by the parties to the merger agreement. Revise your disclosure to explain to
investors in further detail, as you have in the cover letter dated August 23, 2024, your plan
regarding the timing of closing the acquisitions of the Six Korean Entities and alternative
plan if you do not close any of the acquisitions and decide to waive the related condition
to closing. Specifically, disclose the following points from your cover letter response to
prior comment 7 throughout the proxy statement/prospectus itself, so that investors have a
clear, detailed understanding of your intentions:
•that you "expect K Enter to close the acquisitions of the Six Korean Entities within 24
to 72 hours after the registration statement on Form F-4 is declared effective" and will
not mail proxy materials until "immediately after" K Enter closes the acquisitions of
the Six Korean Entities; and
that, if any of the acquisitions do not occur and the parties waive the related closing
condition and seek to proceed to close the business combination between Global Star
and K Enter, you will not mail proxy materials to Global Star shareholders until after •4.

September 9, 2024
Page 3
you "file a post-effective amendment to the effective registration statement on Form
F-4 to disclose the change in K Enter's acquisition of the Six Korean Entities."
Explain that such post-effective amendment would have to be declared effective by
the staff before you mail proxy materials, and thereby before you give Global Star
shareholders the opportunity to vote by mailing back their proxy cards. For the
avoidance of doubt, clearly state for investors that as a result, they will not be able to
vote on the business combination until they receive final, mailed proxy materials that
reflect the successful acquisitions and K Enter's business as it will exist at the time of
the business combination with Global Star. Revise your reference to "updated or
supplemental proxy materials" to reflect that you are committing to file a post-
effective amendment if any of the acquisitions do not occur and the condition to
closing is waived.
With respect to the first bullet point above, please also elaborate to explain how, in the
event the acquisitions of all Six Korean Entites close within 24 to 72 hours after
effectiveness as currently anticipated, you will inform investors that the acquisitions have
closed. Please also explain whether the disclosure in the current proxy
statement/prospectus will be updated to reflect completion of the acquisitions prior to
mailing, or if you will update it another way (for example, by filing a Form 8-K and/or
prospectus supplement and including them in the proxy materials that are mailed to
shareholders). Provide this revised disclosure in multiple, prominent places throughout the
proxy statement/prospectus, including the letter to stockholders, the questions and
answers regarding K Enter's acquisition of the Six Korean Entities at page 14, the
discussion of K Enter in the prospectus summary at page 19, the "K Enter's Acquisition of
the Six Korean Entities" section at page 23, the outset of Risk Factors, and the discussion
of the acquisition merger beginning at page 106.

            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andy Tucker

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

August 23, 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. 3 to Registration Statement on Form F-4

    Filed July 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 August 16, 2024 (the “Comment Letter”) regarding K Wave’s Amendment No. 3 to Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting Amendment No. 4 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. 3 to Registration Statement on Form F-4 filed July 26, 2024

Letter to Stockholders of Global Star Acquisition Inc., page i

1. We note your response to prior comment 1 and reissue in part. Please state in the second paragraph where you discuss the business combination agreement, as well as at the outset of the paragraph beginning, “The closing of the business combination is subject to certain conditions...,” that K Enter has minimal independent operations and does not presently own a controlling interest in any other entities, as this appears to remain accurate despite the structural changes to the transaction and merger agreement. Additionally, we reissue the request for cross-references to the questions and answers at page 14, as well as comparable disclosure early in the summary of the proxy statement/prospectus beginning at page 18 and the description of the acquisition merger beginning at page 106.

Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment in the Letter to Stockholders and at pages 19 and 106 of the Amended Registration Statement.

Q: Will Global Star or K Enter be raising any financing in connection with the Business

Combination?, page 6

2. We note that you are obligated to pay the current owner of Play Company approximately $20.5 million between the time of closing and January 31, 2025. Given the current trust account balance of approximately $13 million, please indicate how you intend to make such payments (assuming you are unable to raise a PIPE) and whether there has been any modification to your obligations to make such payments in light of the current trust account balance. Please disclose how the inability to make such payments could impact the combined company and whether there is a risk that you may be unable to complete the acquisition of Play Company or any of the other Six Korean Entities given the trust account balance. Add risk factor disclosure as appropriate.

Response: The
Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 6 and 51
of the Amended Registration Statement.

Proposal No. 2 - The Acquisition Merger Proposal

Background of the Business Combination, page 111

3. Please revise to elaborate on why K Enter and Global Star elected to enter into the third amendment to the merger agreement to condition the closing of the Business Combination on K Enter’s acquisition of a controlling interest in all Six Korean Entities, rather than solely Play Company and Solaire Partners.

Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 121 of the Amended Registration Statement.

Supplemental Information: K Enter Forecasts

Play Company Co., Ltd., page 143

4. We note your response to prior comment 14, particularly the disclosure at page 45 that Play Company expects to generate approximately $5 million in revenues from HYBE in 2024 but is “expected to generate a sufficient amount of merchandising revenues from [the SM Entertainment] agreement to replace a large proportion of the possible loss of HYBE-related revenues.” Where you discuss the material assumptions underlying Play Company’s projected revenues presented in this section, please disclose the projected revenue assumed to be generated by HYBE and SM Entertainment for each year in the projections. Please provide this information in KRW so that investors can better understand it in context of the financial projections.

Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 45 of the Amended Registration Statement.

Proposal No. 4 - The Director Proposal

Election of Directors, page 153

5. It appears from disclosure elsewhere that Young Jae Lee is no longer CEO of K Enter and that Tan Chin Hwee is interim CEO of K Enter, and that Young Jae Lee is no longer expected to serve as CEO of Pubco. Please revise the tabular disclosure in this section accordingly or advise. Make similar revisions to the tabular disclosure at page 287.

Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 153 and 289 of the Amended Registration Statement.

    2

Management’s Discussion and Analysis of Financial Condition and Results of Operations of K Enter Acquisitions of Six Korean Entities, page 202

6. We note your response to prior comment 10 and reissue in part. Please remove or revise your statement that, “...one of these acquisitions will allow us to expedite the development of a fourth capability,” as it implies that K Enter will still acquire First Virtual or another content virtualization company.

Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 202 of the Amended Registration Statement.

General

7.
While we note that the merger agreement has been amended to provide that the closing of the acquisitions of all Six Korean Entities
is a condition to closing of the business combination and that Global Star has committed, via disclosure in the prospectus, to not
mail proxy materials to its shareholders until after the acquisitions are completed, we continue to have the following concerns and
questions regarding the structure of the transaction and the anticipated events leading up to and following effectiveness of the
registration statement:

    ●
    It appears that the condition to closing that K Enter has acquired controlling interests in all Six Korean Entities is waivable by the parties to the merger agreement. Please clarify whether this condition is waivable and, if so, how this is consistent with your revised disclosure indicating increased certainty regarding the acquisitions. We note your disclosure that Global Star does not “currently” intend to waive this condition, but this does not resolve the question as to whether less than all six entities ultimately could be acquired if their intentions change. Also explain how the possibility of waiving this condition is consistent with your disclosure that Global Star will not mail the proxy materials until all six acquisitions are complete. Further, given your intention to close the acquisitions “promptly” after effectiveness, it is unclear why the condition is waivable as presumably the acquisitions will be settled and ready for closing at the time of effectiveness of the F-4.

Response: The Company respectfully
acknowledges the Staff’s comment, and responds that the Business Combination closing condition that K Enter has acquired controlling
interests in all Six Korean Entities is waivable by the parties to the Merger Agreement. While the parties currently have no intention
to waive this closing condition, it is theoretically possible that the closing of one or more of the Six Korean Entities becomes unworkable
due to bankruptcy or other legal proscription, like a court order precluding a closing. Accordingly, while unlikely it is theoretically
possible that the parties waive this closing condition. We submit that the possibility of waiving this closing condition is entirely consistent
with the disclosure that Global Star will not mail the proxy materials until the acquisitions of all Six Korean Entities are complete.
In the unlikely scenario the parties waive this closing condition, Global Star will not mail the proxy materials, based on the effective
registration statement on Form F-4, rather the parties will file a post-effective amendment to the effective registration statement on
Form F-4 to disclose the change in K Enter’s acquisition of the Six Korean Entities. Global Star will not mail the proxy materials
until the post-effective amendment to the effective registration statement on Form F-4 is cleared by the SEC Staff. Finally, the parties
do plan to close the acquisitions of the Six Korean Entities “promptly” after the registration statement on Form F-4 is declared
effective and we do not expect any delay in closing the acquisitions of the Six Korean Entities, however we cannot predict or guarantee
the infinite possibilities that could preclude K Enter’s closing of one or more of the Six Korean Entities. Thus, as is common in
all business combination agreements, the parties retain the option waive some of the conditions to the closing of the Business Combination.

    ●
    While you disclose that K Enter expects to close the acquisitions “promptly” after effectiveness of the Form F-4, the current disclosure is unclear as to the precise timing which raises issues as to the certainty of acquiring all six entities. If K Enter will proceed to close the acquisitions in connection with, and either at or as soon as practicable after, effectiveness of the F-4, and you will mail proxy materials to shareholders immediately after effectiveness of the F-4, please revise throughout to state this clearly and remove disclosure suggesting the acquisition of the Six Korean Entities, and the timing of closing, is uncertain. Alternatively, if you are uncertain when closing will occur, please tell us when you plan to mail proxy materials to shareholders and whether such proxy materials will differ from those included in the proxy statement/prospectus at the time of effectiveness of the F-4. Lastly, you continue to refer to the circulation of “updated or supplemental” proxy materials to shareholders in the event of “any material change to K Enter’s planned acquisition of the Six Korean Entities,” which is confusing alongside your revised disclosure that the closings will definitively occur by the time final proxy materials are mailed.

    3

Response: The Company respectfully
acknowledges the Staff’s comment, and responds that the parties expect K Enter to close the acquisitions of the Six Korean Entities
within 24 to 72 hours after the registration statement on Form F-4 is declared effective. We note that Global Star does not plan to mail
the proxy materials to its shareholders immediately after the registration statement on Form F-4 is declared effective, rather Global
Star plans to mail the proxy materials to its shareholders immediately after K Enter closes the acquisitions of the Six Korean Entities.
Finally, with respect to the references in the registration statement on Form F-4 to “updated or supplemental” proxy materials,
we note that while we do not expect any issues with K Enter’s prompt closing of the acquisitions of the Six Korean Entities, as
noted above we cannot guarantee such closings, accordingly, there is a possibility, however unlikely, that a change occurs that could
mandate the filing of “updated or supplemental” proxy materials. In the event the parties do file “updated or supplemental”
proxy materials, Global Star will not mail any proxy material to its shareholders until the SEC Staff clears the “updated or supplemental”
proxy materials.

    ●
    There remain a number of statements throughout the proxy statement/prospectus that continue to imply uncertainty about whether K Enter will be able to acquire controlling interests in the Six Korean Entities. For example, at page 20 you state that, “There can be no assurances that K Enter will be able to acquire controlling interests in all of the Six Korean Entities...,” and at page 33 you identify as a risk that “K Enter fails to successfully and timely consummate its acquisition of one or more of the Six Korean Entities.” Given that acquisition of the Six Korean Entities is a condition to closing, it is unclear why you are including such disclosure. Please revise to remove the uncertainties or explain to us why such acquisitions are uncertain.

Response: The Company respectfully
acknowledges the Staff’s comment, and responds that the parties included the disclosures at page 20 that “There can be no
assurances that K Enter will be able to acquire controlling interests in all of the Six Korean Entities...,” and the risk factor
at page 33 that “K Enter fails to successfully and timely consummate its acquisition of one or more of the Six Korean Entities,”
because as noted above we cannot guarantee that K Enter will close the acquisitions of the Six Korean Entities, just as we cannot guarantee
that the Business Combination will be consummated. While we are prepared for K Enter to close the acquisitions of the Six Korean Entities
within 24 to 72 hours after the registration statement on Form F-4 is declared effective, we cannot not 100% guarantee such outcome. Thus,
we have disclosed in the registration statement on Form F-4, that there can be no assurances that K Enter will be able to acquire controlling
interests in all of the Six Korean Entities.

Please call Daniel Nunn of Nelson Mullins Riley & Scarborough LLP at (904) 665-3601 or James Prestiano of Loeb & Loeb LLP at (212) 407-4831 if you have any questions or if would like additional information with respect to any of the foregoing.

Thank you.

    Very truly yours,

    /s/ Anthony Ang

    Name:
    Anthony Ang

    Title:
    Chairman

Enclosures

    cc:
    Mr. Tan Chin Hwee
Executive Chairman and Interim Chief Executive Officer
K Enter Holdings, Inc.

    4

August 16, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 3 to Registration Statement on Form F-4
Filed July 26, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 19, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-4 filed July 26, 2024
Letter to Stockholders of Global Star Acquisition Inc., page i
1.We note your response to prior comment 1 and reissue in part. Please state in the second
paragraph where you discuss the business combination agreement, as well as at the outset
of the paragraph beginning, "The closing of the business combination is subject to certain
conditions...," that K Enter has minimal independent operations and does not presently
own a controlling interest in any other entities, as this appears to remain accurate despite
the structural changes to the transaction and merger agreement. Additionally, we reissue
the request for cross-references to the questions and answers at page 14, as well as
comparable disclosure early in the summary of the proxy statement/prospectus beginning
at page 18 and the description of the acquisition merger beginning at page 106.

August 16, 2024
Page 2
Q: Will Global Star or K Enter be raising any financing in connection with the Business
Combination?, page 6
2.We note that you are obligated to pay the current owner of Play Company approximately
$20.5 million between the time of closing and January 31, 2025. Given the current trust
account balance of approximately $13 million, please indicate how you intend to make
such payments (assuming you are unable to raise a PIPE) and whether there has been any
modification to your obligations to make such payments in light of the current trust
account balance. Please disclose how the inability to make such payments could impact
the combined company and whether there is a risk that you may be unable to complete the
acquisition of Play Company or any of the other Six Korean Entities given the trust
account balance. Add risk factor disclosure as appropriate.
Proposal No. 2 - The Acquisition Merger Proposal
Background of the Business Combination, page 111
3.Please revise to elaborate on why K Enter and Global Star elected to enter into the third
amendment to the merger agreement to condition the closing of the Business Combination
on K Enter's acquisition of a controlling interest in all Six Korean Entities, rather than
solely Play Company and Solaire Partners.
Supplemental Information: K Enter Forecasts
Play Company Co., Ltd., page 143
4.We note your response to prior comment 14, particularly the disclosure at page 45 that
Play Company expects to generate approximately $5 million in revenues from HYBE in
2024 but is "expected to generate a sufficient amount of merchandising revenues from
[the SM Entertainment] agreement to replace a large proportion of the possible loss of
HYBE-related revenues." Where you discuss the material assumptions underlying Play
Company's projected revenues presented in this section, please disclose the projected
revenue assumed to be generated by HYBE and SM Entertainment for each year in the
projections. Please provide this information in KRW so that investors can better
understand it in context of the financial projections.
Proposal No. 4 - The Director Proposal
Election of Directors, page 153
5.It appears from disclosure elsewhere that Young Jae Lee is no longer CEO of K Enter and
that Tan Chin Hwee is interim CEO of K Enter, and that Young Jae Lee is no longer
expected to serve as CEO of Pubco. Please revise the tabular disclosure in this section
accordingly or advise. Make similar revisions to the tabular disclosure at page 287.
Management's Discussion and Analysis of Financial Condition and Results of Operations of K
Enter
Acquisitions of Six Korean Entities, page 202
6.We note your response to prior comment 10 and reissue in part. Please remove or revise
your statement that, "...one of these acquisitions will allow us to expedite the development
of a fourth capability," as it implies that K Enter will still acquire First Virtual or another
content virtualization company.

August 16, 2024
Page 3
General
7.While we note that the merger agreement has been amended to provide that the closing of
the acquisitions of all Six Korean Entities is a condition to closing of the business
combination and that Global Star has committed, via disclosure in the prospectus, to not
mail proxy materials to its shareholders until after the acquisitions are completed, we
continue to have the following concerns and questions regarding the structure of the
transaction and the anticipated events leading up to and following effectiveness of the
registration statement:
•It appears that the condition to closing that K Enter has acquired controlling interests
in all Six Korean Entities is waivable by the parties to the merger agreement. Please
clarify whether this condition is waivable and, if so, how this is consistent with your
revised disclosure indicating increased certainty regarding the acquisitions. We note
your disclosure that Global Star does not "currently" intend to waive this condition,
but this does not resolve the question as to whether less than all six entities ultimately
could be acquired if their intentions change. Also explain how the possibility of
waiving this condition is consistent with your disclosure that Global Star will not mail
the proxy materials until all six acquisitions are complete. Further, given your
intention to close the acquisitions "promptly" after effectiveness, it is unclear why the
condition is waivable as presumably the acquisitions will be settled and ready for
closing at the time of effectiveness of the F-4.
•While you disclose that K Enter expects to close the acquisitions "promptly" after
effectiveness of the Form F-4, the current disclosure is unclear as to the precise
timing which raises issues as to the certainty of acquiring all six entities. If K Enter
will proceed to close the acquisitions in connection with, and either at or as soon as
practicable after, effectiveness of the F-4, and you will mail proxy materials to
shareholders immediately after effectiveness of the F-4, please revise throughout to
state this clearly and remove disclosure suggesting the acquisition of the Six Korean
Entities, and the timing of closing, is uncertain. Alternatively, if you are uncertain
when closing will occur, please tell us when you plan to mail proxy materials to
shareholders and whether such proxy materials will differ from those included in the
proxy statement/prospectus at the time of effectiveness of the F-4. Lastly, you
continue to refer to the circulation of "updated or supplemental" proxy materials to
shareholders in the event of "any material change to K Enter's planned acquisition of
the Six Korean Entities," which is confusing alongside your revised disclosure that
the closings will definitively occur by the time final proxy materials are mailed.
•There remain a number of statements throughout the proxy statement/prospectus that
continue to imply uncertainty about whether K Enter will be able to acquire
controlling interests in the Six Korean Entities. For example, at page 20 you state that,
"There can be no assurances that K Enter will be able to acquire controlling interests
in all of the Six Korean Entities...," and at page 33 you identify as a risk that "K Enter
fails to successfully and timely consummate its acquisition of one or more of the Six
Korean Entities." Given that acquisition of the Six Korean Entities is a condition to
closing, it is unclear why you are including such disclosure. Please revise to remove
the uncertainties or explain to us why such acquisitions are uncertain.

August 16, 2024
Page 4
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Andy Tucker

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

      July 26, 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. 2 to Registration Statement on Form F-4

            Filed July 1, 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 July 19, 2024 (the “Comment Letter”) regarding K Wave’s Amendment No. 2 to Registration Statement on Form F-4 filed with the Securities and Exchange Commission
         (the “SEC”) on July 1, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting Amendment
         No. 3 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. 2 to Registration Statement
on Form F-4 filed July 1, 2024

      Letter to Stockholders of Global Star Acquisition Inc., page i

      1. Please state in the second paragraph where you discuss the business combination agreement that K Enter has minimal independent operations and does not currently own
         a controlling interest in any other entities. Revise the added paragraph beginning,
         “The closing of the business combination is subject to certain conditions...” to clearly
         state the same. Further revise such paragraph to include cross-references to the questions and answers at page 14 related to material developments or changes in the acquisitions
         of the Six Korean Entities. Additionally, please include early in the summary of the proxy statement/prospectus beginning at page 18, as well as in the description of the Acquisition Merger on page 103, disclosure comparable to this paragraph, as revised in response
         to this comment.

    1

Response: The Company respectfully
acknowledges the Staff’s comment as well as Comments 4, 7 and 15, relating to K Enter’s acquisitions of the controlling equity
interests of the Six Korean Entities and the fact that the closing of the Business Combination is only conditioned on K Enter closing
on the acquisitions of the controlling equity interests of only two (2) out of the Six Korean Entities. To address the Staff’s concerns
the parties have amended the Merger Agreement to provide that the closing of the Business Combination is conditioned upon the closing
of K Enter’s acquisition of the controlling equity interests of all of the Six Korean Entities. K Enter expects to close the acquisition
of the controlling equity interests of the Six Korean Entities promptly after this proxy statement/prospectus on Form F-4 is declared
effective by the U.S. Securities and Exchange Commission. The Company will include in the final proxy statement/prospectus the date K
Enter completed the acquisitions of the controlling equity interests of the Six Korean Entities. Additionally, Global Star will not mail
out the proxy statement to its stockholders in connection with the Special Meeting seeking stockholder approval of the Business Combination
until after K Enter closes the acquisitions of the controlling equity interests of the Six Korean Entities. Global Star anticipates that
these acquisitions by K Enter will be completed shortly after this proxy statement/prospectus on Form F-4 is declared effective by the
U.S. Securities and Exchange Commission. Further in the event there are material changes regarding K Enter’s proposed acquisitions
of the controlling equity interests of the Six Korean Entities, Global Star will furnish updated proxy materials to its stockholders.
See the Letter to Stockholders and pages 14, 19 and 23 of the Amended Registration Statement.

      Questions and Answers About the Business
Combination and the Special Meeting Q: How will the

      Initial Stockholders and the Sponsor vote?, page 8

      2. We note that disclosure at page 85 has been revised to state that the Initial Stockholders
         and Sponsor have the requisite voting power to approve each of the proposals in the
         proxy statement/prospectus. If true, revise this question and answer to state as much,
         and provide such disclosure in the letter to stockholders as well.

Response: The Company respectfully
acknowledges the Staff’s comment. The Company has addressed the Staff’s comment in the Letter to Stockholders and at page
8 of the Amended Registration Statement.

      Q: Will I experience dilution as a result of the Business Combination?, page 10

      3. Please add a footnote to the table listing additional sources of dilution to explain
         that while you have assumed a $10 per share conversion price when disclosing the number
         of shares underlying the K Enter convertible senior secured notes, such conversion
         price may be adjusted downwards. Disclose how many PubCo shares could be issued at
         the conversion floor price of $4 per share.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 10 of the Amended Registration Statement.

      Q: What if there are material developments or changes relating to the acquisition...,
         page 14

      4. We note your response to prior comment 20. Please revise to explain at the outset
         of this question and answer that the closing of the business combination is conditioned
         only on the closing of the acquisitions of Play Company and Solaire Partners and not
         on the acquisition of all Six Korean Entities. Additionally, please revise and supplement
         this question and answer as follows:

 ● We note your reference to “updated or supplemental proxy
materials.” Please explain what you mean by this distinction and clarify the circumstances under which you would amend and update the
disclosure in the proxy statement/prospectus and recirculate it to shareholders.

    2

 ● Provide additional detail regarding the plans for, and
timing of, circulating updated proxy materials in the event of any material change following effectiveness of the registration statement,
including how far in advance of the special meeting Global Star stockholders could expect to receive such updated materials.

 ● Explain to stockholders the circumstances under which
you would discard proxy cards already received if you recirculate updated proxy materials and whether and how, in such event, stockholders
who have already voted would be afforded the opportunity to recast their vote.

      Response: The Company respectfully acknowledges the Staff’s comment. See the Company’s response to Comment 1 above.

      Summary of the Proxy Statement/Prospectus K Enter Holdings Inc., page 19

      5. We note your response to prior comment 1. Revise to specify which of the Six Korean
         Entities’ projected 2024 revenues are impacted by the delay in acquisition date and quantify
         the extent to which projected revenues have been and/or are expected to be negatively
         impacted by the delay. In this regard, the disclosure references “PubCo’s projected revenues,” but the projections included in the proxy statement/prospectus
         are those of the Six Korean Entities, rather than PubCo as a whole. Please also provide
         additional explanation as to why the second fairness opinion dated March 12, 2024 (as updated on April 29, 2024) is not impacted by a change in the projected financial information underlying
         the analyses therein. Make conforming revisions where this disclosure appears elsewhere.

Response: The Company respectfully
acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 20 and 21 of the Amended Registration
Statement.

      Ownership Structure of Pubco Following the Business Combination, page 24

      6. It appears the ownership interests depicted in the top boxes of the chart are not
         consistent with the ownership interests shown on page 11. Please conform as appropriate.

Response: The Company respectfully
acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 26 of the Amended Registration Statement.

      Background, page 108

      7. You disclose that your decision to condition the closing of the business combination
         on the acquisitions of only Play Company and Solaire Partners was based on K Enter’s “desire to give greater incentives to management of the five other companies to achieve success.” Please expand on this statement and explain how structuring the business combination in this way and acquiring only a 51% interest in the companies aside from Play Company and Solaire Partners gives greater incentives to management. Also revise to indicate whether Global Star and K Enter have discussed any actual or potential adjustments to the base consideration in the event K Enter does not acquire a controlling interest in one or more of the Six Remaining Entities. If so, please disclose these adjustments here and elsewhere as appropriate.

      Response: The Company respectfully acknowledges the Staff’s comment. See the Company’s response to Comment 1 above.

      Proposal No. 2: The Acquisition Merger Proposal

      Supplemental Information: K Enter Forecasts, page 139

      8. 2024 in the table is labeled as actual but appears it is forecasted. Please revise
         as appropriate. Additionally, it appears the first column labeled as 2023 for the other
         entities contains forecasted amounts and should be labeled accordingly.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 140 of the Amended Registration Statement.

    3

      9. Please provide a discussion of the material assumptions underlying the projections included in this section, quantifying such assumptions as practicable. For example,
         to the extent the projections depend upon an increase in revenue from specific customers,
         please quantify the projected increases.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 142-148 of the Amended Registration Statement.

      Business of K Enter, page 161

      10. We note several remaining references to “content virtualization” being one of K Enter’s “four initial capabilities,” including at the outset of this section. At page 197
         you also state, “Additionally, one of these acquisitions will allow us to expedite the development
         of a fourth capability.” As this disclosure implies that K Enter will acquire First Virtual
         or another content virtualization company prior to the consummation of the business combination, please revise to reflect that K Enter has terminated its agreement to
         acquire First Virtual.

Response: The Company respectfully
acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 37, 166, 204 and 300 of the Amended
Registration Statement.

      Capabilities and the Six Korean Entities to be acquired, page 179

      11. We note your response to prior comment 12, as well as Article 5 of the Share Pledge Agreements included in Exhibits 10.12-10.18. Revise the disclosure regarding the Share Pledge Agreements to explain in further detail how K Enter could enforce the pledges created by such agreements in order to “ensure the closing of” the related Share Purchase Agreements. For example, we note that paragraph (2) of Article 5 contemplates that
         K Enter, as pledgee, could “acquire the Pledged Shares in lieu of the full or partial satisfaction of the Secured Obligations by a commercially reasonable method,” but
         this remedy is not addressed in the proxy statement/prospectus. Address the amount of time that it could take for K Enter to enforce any remedy with respect to the pledged shares.

Response: The Company respectfully
acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 180-189 of the Amended Registration
Statement. Additionally, as noted in response to Comment 1 above, the parties have amended the Merger Agreement to provide that the closing
of the Business Combination is conditioned upon the closing of K Enter’s acquisition of the controlling equity interests of all
of the Six Korean Entities. K Enter expects to close the acquisition of the controlling equity interests of the Six Korean Entities promptly
after this proxy statement/prospectus on Form F-4 is declared effective by the U.S. Securities and Exchange Commission and the Company
will include in the final proxy statement/prospectus the date K Enter completed the acquisitions of the controlling equity interests of
the Six Korean Entities. Furthermore, Global Star will not mail out the proxy statement to its stockholders in connection with the Special
Meeting seeking stockholder approval of the Business Combination until after K Enter closes the acquisitions of the controlling equity
interests of the Six Korean Entities. We submit that since the closing of the Business Combination is conditioned upon K Enter’s
acquisition of the controlling equity interests of all of the Six Korean Entities, this Comment 11 regarding the manner and timing of
K Enter’s rights to enforce the Pledge Agreements to close the Share Purchase Agreements for the Six Korean Entities is rendered
moot.

      Unaudited Pro Forma Condensed Combined Balance Sheet for New K Enter as of December 31, 2023, page 248

      12. It appears columns for adjustments and “New K Enter Pro Forma Combined” are missing. Please revise as appropriate.

      Response: The Company respectfully acknowledges the Staff’s comment. This comment has been resolved by revising the Unaudited Pro Forma Condensed Combined
         Balance Sheet for New K Enter as of December 31, 2023 on page 248 of the Amended Registration Statement to include the columns for the Adjustments and for “New K Enter Pro Forma Combined.”

      Unaudited Pro Forma Condensed Combined Financial
Information

      Note 7 - Net Loss Per Share, page 267

      13. Please revise footnote (2) to the first table hereunder to refer to the redemptions
         associated with the Second Extension. Appears footnote (2) to the table on page 254 needs to
         be revised as well.

      Response: The Compa

July 19, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Filed July 1, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 7, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed July 1, 2024
Letter to Stockholders of Global Star Acquisition Inc., page i
1.Please state in the second paragraph where you discuss the business combination
agreement that K Enter has minimal independent operations and does not currently own a
controlling interest in any other entities. Revise the added paragraph beginning, "The
closing of the business combination is subject to certain conditions..." to clearly state the
same. Further revise such paragraph to include cross-references to the questions and
answers at page 14 related to material developments or changes in the acquisitions of the
Six Korean Entities. Additionally, please include early in the summary of the proxy
statement/prospectus beginning at page 18, as well as in the description of the Acquisition
Merger on page 103, disclosure comparable to this paragraph, as revised in response to
this comment.

July 19, 2024
Page 2
Questions and Answers About the Business Combination and the Special Meeting
Q: How will the Initial Stockholders and the Sponsor vote?, page 8
2.We note that disclosure at page 85 has been revised to state that the Initial Stockholders
and Sponsor have the requisite voting power to approve each of the proposals in the proxy
statement/prospectus. If true, revise this question and answer to state as much, and
provide such disclosure in the letter to stockholders as well.
Q: Will I experience dilution as a result of the Business Combination? , page 10
3.Please add a footnote to the table listing additional sources of dilution to explain that
while you have assumed a $10 per share conversion price when disclosing the number of
shares underlying the K Enter convertible senior secured notes, such conversion price
may be adjusted downwards. Disclose how many PubCo shares could be issued at the
conversion floor price of $4 per share.
Q: What if there are material developments or changes relating to the acquisition..., page 14
4.We note your response to prior comment 20. Please revise to explain at the outset of this
question and answer that the closing of the business combination is conditioned only on
the closing of the acquisitions of Play Company and Solaire Partners and not on the
acquisition of all Six Korean Entities. Additionally, please revise and supplement this
question and answer as follows:
•We note your reference to "updated or supplemental proxy materials." Please explain
what you mean by this distinction and clarify the circumstances under which you
would amend and update the disclosure in the proxy statement/prospectus and
recirculate it to shareholders.
•Provide additional detail regarding the plans for, and timing of, circulating updated
proxy materials in the event of any material change following effectiveness of the
registration statement, including how far in advance of the special meeting Global
Star stockholders could expect to receive such updated materials.
•Explain to stockholders the circumstances under which you would discard proxy
cards already received if you recirculate updated proxy materials and whether and
how, in such event, stockholders who have already voted would be afforded the
opportunity to recast their vote.
Summary of the Proxy Statement/Prospectus
K Enter Holdings Inc., page 19
5.We note your response to prior comment 1. Revise to specify which of the Six Korean
Entities' projected 2024 revenues are impacted by the delay in acquisition date and
quantify the extent to which projected revenues have been and/or are expected to be
negatively impacted by the delay. In this regard, the disclosure references "PubCo's
projected revenues," but the projections included in the proxy statement/prospectus are
those of the Six Korean Entities, rather than PubCo as a whole. Please also provide
additional explanation as to why the second fairness opinion dated March 12, 2024 (as
updated on April 29, 2024) is not impacted by a change in the projected financial
information underlying the analyses therein. Make conforming revisions where this
disclosure appears elsewhere.

July 19, 2024
Page 3
Ownership Structure of Pubco Following the Business Combination, page 24
6.It appears the ownership interests depicted in the top boxes of the chart are not consistent
with the ownership interests shown on page 11. Please conform as appropriate.
Background, page 108
7.You disclose that your decision to condition the closing of the business combination on
the acquisitions of only Play Company and Solaire Partners was based on K Enter's
"desire to give greater incentives to management of the five other companies to achieve
success." Please expand on this statement and explain how structuring the business
combination in this way and acquiring only a 51% interest in the companies aside from
Play Company and Solaire Partners gives greater incentives to management. Also revise
to indicate whether Global Star and K Enter have discussed any actual or potential
adjustments to the base consideration in the event K Enter does not acquire a controlling
interest in one or more of the Six Remaining Entities. If so, please disclose these
adjustments here and elsewhere as appropriate.
Proposal No. 2: The Acquisition Merger Proposal
Supplemental Information: K Enter Forecasts, page 139
8.2024 in the table is labeled as actual but appears it is forecasted. Please revise as
appropriate. Additionally, it appears the first column labeled as 2023 for the other entities
contains forecasted amounts and should be labeled accordingly.
9.Please provide a discussion of the material assumptions underlying the projections
included in this section, quantifying such assumptions as practicable. For example, to the
extent the projections depend upon an increase in revenue from specific customers, please
quantify the projected increases.
Business of K Enter, page 161
10.We note several remaining references to "content virtualization" being one of K Enter's
"four initial capabilities," including at the outset of this section. At page 197 you also
state, "Additionally, one of these acquisitions will allow us to expedite the development of
a fourth capability." As this disclosure implies that K Enter will acquire First Virtual or
another content virtualization company prior to the consummation of the business
combination, please revise to reflect that K Enter has terminated its agreement to acquire
First Virtual.
Capabilities and the Six Korean Entities to be acquired, page 179
11.We note your response to prior comment 12, as well as Article 5 of the Share Pledge
Agreements included in Exhibits 10.12-10.18. Revise the disclosure regarding the Share
Pledge Agreements to explain in further detail how K Enter could enforce the pledges
created by such agreements in order to "ensure the closing of" the related Share Purchase
Agreements. For example, we note that paragraph (2) of Article 5 contemplates that K
Enter, as pledgee, could "acquire the Pledged Shares in lieu of the full or partial
satisfaction of the Secured Obligations by a commercially reasonable method," but this
remedy is not addressed in the proxy statement/prospectus. Address the amount of time
that it could take for K Enter to enforce any remedy with respect to the pledged shares.

July 19, 2024
Page 4
Unaudited Pro Forma Condensed Combined Balance Sheet for New K Enter as of December 31,
2023, page 248
12.It appears columns for adjustments and "New K Enter Pro Forma Combined" are missing.
Please revise as appropriate.
Unaudited Pro Forma Condensed Combined Financial Information
Note 7 - Net Loss Per Share, page 267
13.Please revise footnote (2) to the first table hereunder to refer to the redemptions associated
with the Second Extension.  Appears footnote (2) to the table on page 254 needs to be
revised as well..
General
14.We note the significant contribution of HYBE to Play' Company's total sales in both 2022
and 2023. You disclose that the written agreement with HYBE has expired, and HYBE
recently created a limited, distribution only agreement with Play Company that is
projected to yield limited revenues to Play Company in 2024. Where you discuss the
projections for Play Company's future revenue, please indicate the extent to which the
projections assumed a continued relationship with HYBE and disclose the projected
revenue that would be generated by HYBE for each year in the projections. If the
projections did not account for the decrease of revenues generated by HYBE in future
periods, please state this clearly and explain whether you believe the projections could be
materially different following the recent developments with HYBE. Disclose what
consideration the board gave to obtaining updated projections or a lack of reliance on
these projections. Please also indicate, to the extent practicable, the revenue generated
from HYBE for 2024 to date and the anticipated total revenue from HYBE for 2024.
Include similar disclosure in the related risk factor on page 42.
Throughout the prospectus where you discuss the acquisition of the Six Korean Entities
and the business of New K Enter, clearly state that only the acquisition of Play Company
and Solaire Partners is a condition to the merger and remove the statements and
suggestions indicating that acquisition of the Six Korean Entities is assured. Where
you state that you "will" acquire the Six Korean Entities revise to indicate that possibility
that you may not. Please revise throughout, including in the Risk Factors, Q&A, and
Business of K Enter to indicate how K Enter's failure to acquire controlling interests in
any of the four production companies whose acquisitions are not conditions to closing of
the business combination would impact the business and financial condition of New K
Enter. As examples only, explain which of the production companies have generated the
most revenues to date, have projects under production, and/or hold material contracts, so
that investors better understand the importance of each company to New K Enter and the
comparative level of risk associated with failure to acquire any of these entities. Also
address the fact that if you acquire only Play Company and Solaire Partners, New K Enter
will have only two of the three initial capabilities that you believe are necessary to carry
out your business plan, would not have the upcoming film and drama lineup you discuss
throughout, and would not have any of the intellectual property held by Apeitda Co and
Bidangil Pictures. Please also include disclosure throughout as appropriate of the
contribution of each of the Six Korean Entities to total pro forma revenues and the stock 15.

July 19, 2024
Page 5
consideration payable to each of the Six Korean Entities, and disclose how pro forma
revenues and stock consideration payments would change if you acquire only Play
Company and Solaire Partners.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kelly Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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

      July 1, 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. 1 to Registration Statement on Form F-4

            Filed May 13, 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 June 7, 2024 (the “Comment Letter”) regarding K Wave’s Amendment No. 1 to Registration Statement on Form F-4 filed with the Securities and Exchange Commission
         (the “SEC”) on May 13, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting Amendment
         No. 2 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.

      Amendment No. 1 to Registration Statement on Form F-4 filed May 13, 2024

      Summary of the Proxy Statement/Prospectus

      K Enter Holdings, page 18

      1. You disclose here and elsewhere that the financial projections in the Second Fairness Opinion are based on the assumption that K Enter acquired the Six Korean Entities
         and the Business Combination closed on or before March 31, 2024, and that the delay in the acquisition and closing will reduce PubCo’s projected revenues for 2024. Given that the revenues for PubCo will be generated by operations of the Six Korean Entities, and
         that pro forma projections always assume a particular acquisition date, it is unclear if
         the disclosure is implying that there is an actual reduction in projected revenues by
         the Six Korean Entities. Please tell us what is meant by this disclosure and explain whether there is any impact on the fairness opinion given the delay in the acquisition.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 19, 34, 53, 115 and 117 of the Amended Registration Statement.

      K Enter’s Acquisition of the Six Korean Entities, page 20

      2. You state here you will close the share purchase agreement with Play Company first
         and thereafter, K Enter will close the share purchase agreements with the remaining
         five of the Six Korean Entities, which may occur concurrently or in any order. The
         heading of the chart at the top of page 21 indicates K Enter’s acquisition of equity interests in the four remaining Six Korean Entities will occur
         after the closing of the share purchase agreement concerning Solaire Partners. Please
         clarify whether the acquisition of Solaire will or will not occur prior to the acquisition of the remaining four Korean Entities.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment by revising disclosure and charts to confirm that K Enter will close the share purchase agreement with Play Company first and thereafter, K Enter will close the share purchase agreements with the remaining five of the Six Korean Entities, which may occur concurrently or in any order at pages 20 and 21 of the Amended Registration Statement.

      Risk Factors

      Risk Factors Relating to K Enter’s
Business, the Six Korean Entities’ Business, and New K Enter’s Business

      We may not be able to prevent others from unauthorized use..., page 32

      3. We note your response to prior comment 13 and reissue in part. 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. In this regard, your revised disclosure mentions “copyrights,
         registered trademark and pending trademarks, service marks...proprietary technologies
         and similar intellectual property,” but continues to provide no specific examples
         of material intellectual property. For example, explain the nature of the intellectual
         property rights under Play Company’s agreements with HYBE and SM Entertainment discussed at page 40, and/or clarify the
         nature of any copyrights held by the Production Companies. Make conforming revisions
         to identify any material intellectual property in the business disclosure.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 43 of the Amended Registration Statement.

      We currently face concentration risk within Play Company..., page 40

      4. Please revise this risk factor to present information regarding your concentration
         risk and reliance on HYBE or any other significant customers as of a date more recent
         than June 30, 2023, as we note that financial information as of December 31, 2023 has been added to the filing. Make similar revisions where you discuss concentration
         risk “as of June...2023 (Year-to-Date)” at page 189.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 42, 169, 192 of the Amended Registration Statement.

      Proposal No. 2 - The Acquisition Merger
Proposal

      Conditions to Closing

      General Conditions, page 101

      5. Please further revise your disclosure responsive to prior comment 17 to acknowledge
         as general conditions to closing (i) the approval of K Enter stockholders and (ii)
         the execution of the joinder agreement by K Wave Media Ltd. and GLST Merger Sub Inc., as stated in Sections 9.1(e) and (k) of the Merger Agreement.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 104 of the Amended Registration Statement.

    2

      Background of the Business Combination, page 105

      6. The disclosure added to page 113 in response to prior comment 21 suggests that there
         were no concrete developments at the time that the updated projections were prepared
         in November 2023 with respect to K Enter’s “opportunity...to acquire a music-focused management company” and “the acquisition
         of a ‘webtoons’ company.” However, statements such as, “It is not hard to imagine...,” and, “K Enter
         will be uniquely positioned to acquire...webtoon companies,” are unclear and may imply
         that such acquisition opportunities are currently contemplated and/or likely to occur.
         Revise to state clearly, if true, that no definitive agreements or prospects have
         been identified or were at the time that K Enter’s projections were updated. Discuss how K Enter’s financial condition may limit its ability to realize any such acquisition opportunities
         that arise.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 116 and 134 of the Amended Registration Statement.

Opinion of Global Star’s Financial Advisor,
page 117.

      7. Please revise to summarize the revisions
that EverEdge made to the second fairness opinion on April 29, 2024.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 120 of the Amended Registration Statement.

      First Fairness Opinion by EverEdge

      Supplemental Exhibit A: K Enter Forecasts, page 124

      8. Please relocate the K Enter forecasts included as Supplemental Exhibit A, as well
         as the other supplemental exhibits at pages 124-134, so that they are located after
         the section titled “Second Fairness Opinion by Everedge” beginning at page 135. In
         this regard, it appears that these are the updated projections and other information
         used in connection with EverEdge’s updated fairness opinion dated March 12, 2024. Revise to either include the original set of K Enter forecasts and other
         information supporting EverEdge’s original fairness opinion dated June 9, 2023 where Supplemental Exhibits A-D are currently located in the proxy statement/prospectus,
         or provide a cross-reference to where they can be found in Annex F.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 123 and 139-146 of the Amended Registration Statement.

      9. We note that there are discrepancies between the forecasted results of K Enter and
         certain of the Six Korean Entities presented in Supplemental Exhibit A and historical
         results for the year ended December 31, 2023 included elsewhere in the proxy statement/prospectus. For example, total revenues
         of Play Company are forecasted as KRW95,194,000,000 and actual revenues for fiscal
         2023 were KRW67,481,156,000. Please add to the tables in Supplemental Exhibit A an
         additional column that discloses actual results for the year ended December 31, 2023, and explain to investors why such additional column is included via footnote
         or another clear method of presentation. Additionally, where you discuss the financial
         projections contained in the second fairness opinion elsewhere in the proxy statement/prospectus,
         including at pages 18, 32, and 112-113, revise to highlight that certain forecasted
         and actual results for the year ended December 31, 2023 differ.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 139-146 of the Amended Registration Statement.

    3

      Second Fairness Opinion by EverEdge

      Summary of EverEdge’s Financial Analysis of K Enter, page 137

      10. Please contextualize your statement added in response to prior comment 23 that, “...the
         entities to be contracted as subsidiaries of the Target boast a well-established operational
         history” with disclosure that two of the Six Korean Entities were formed in 2023.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 134 of the Amended Registration Statement.

Selected Historical Financial Information of K
Enter, page 157

      11. Please present line items for each of revenue, cost of revenue and general and administrative
         expenses to put the included line item for net income in better context.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at page 201 of the Amended Registration Statement.

Capabilities and the Six Korean Entities to be
acquired, page 177.

      12. The revisions at pages 178-188 that you reference as responsive to prior comment 25
         do not address our comment and we reissue. Elaborate on the nature of the rights created
         by the Equity Pledge Agreements with certain shareholders of the Six Korean Entities
         and explain how and why they enable K Enter to exercise “de facto” or “effective”
         control over the “pledged equity interests” of the entities. In this regard, your
         disclosure that the shareholders of the entities, as pledgors, will “retain all voting
         and economic rights with respect to the pledged equity interests” makes it more unclear
         how the agreements operate to “guarantee the performance” of the entities under the
         respective share purchase agreements. Alternatively, remove disclosure suggesting
         that the Equity Pledge Agreements allow K Enter to control the Six Korean Entities
         through the ownership of pledged equity interests.

      Response: The Company
      respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 181, 192, 184,
      185, 188 and 190 of the Amended Registration Statement. The Company notes the Equity Pledge Agreements were entered into by K Enter to provide assurance that the selling
shareholders of the Six Korean Entities would consummate the closing of the Share Purchase Agreement and thus provide greater certainty
of K Enter’s acquisition of controlling equity interests in the Six Korean Entities. The Equity Pledge Agreements are not intended
to provide K Enter control over the Six Korean Entities, but rather to restrict the voting and hypothecation of the pledged shares which
could hinder or obstruct the consummation of the transactions contemplated by the Share Purchase Agreements. Accordingly, the Company
believes that the Equity Pledge Agreements help to ensure K Enter’s acquisition of controlling equity interests in the Six Korean
Entities under the Share Purchase Agreements.

      K Enter’s Relationship with First Virtual Lab, Inc., page 187

      13. We note your response to prior comment 26 and reissue in part. Please articulate in
         additional detail the basis of your statement that the acquisition of a controlling
         interest in First Virtual is “not probable.” While we note from your response that
         the option held by the shareholders of First Virtual expires after five years, it
         remains unclear why you believe that the option will not be successfully exercised
         within that time frame.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company
has addressed the Staff’s comment at pages 19, 119, 192, 200 and 293 of the Amended Registration Statement.

      Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Play Company.

      Results of Operations, page 207

      14. Please discuss whether the significant reduction of revenue for Play Company and Apeitda
         and reduced amount of operating expenses for Play Company is a known trend pursuant
         to Item 5.D of Form 20-F and your expectations concerning this condition. Also, discuss
         whether the decreased operating expenses of Play Company are directly related to the
         reduction in revenue, and if so, how they correlate.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company has addressed the Staff’s comment at pages 211, 213 and 219 of the Amended Registration Statement.

    4

      Cash Flow, page 208

      15. Please discuss

United States securities and exchange commission logo
June 7, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed May 13, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 17, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed May 13, 2024
Summary of the Proxy Statement/Prospectus
K Enter Holdings, page 18
1.You disclose here and elsewhere that the financial projections in the Second Fairness
Opinion are based on the assumption that K Enter acquired the Six Korean Entities and
the Business Combination closed on or before March 31, 2024, and that the delay in the
acquisition and closing will reduce PubCo's projected revenues for 2024. Given that the
revenues for PubCo will be generated by operations of the Six Korean Entities, and that
pro forma projections always assume a particular acquisition date, it is unclear if the
disclosure is implying that there is an actual reduction in projected revenues by the Six
Korean Entities. Please tell us what is meant by this disclosure and explain whether there
is any impact on the fairness opinion given the delay in the acquisition.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 June 7, 2024 Page 2
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
June 7, 2024
Page 2
K Enter's Acquisition of the Six Korean Entities, page 20
2.You state here you will close the share purchase agreement with Play Company first and
thereafter, K Enter will close the share purchase agreements with the remaining five of the
Six Korean Entities, which may occur concurrently or in any order. The heading of the
chart at the top of page 21 indicates K Enter’s acquisition of equity interests in the four
remaining Six Korean Entities will occur after the closing of the share purchase agreement
concerning Solaire Partners. Please clarify whether the acquisition of Solaire will or will
not occur prior to the acquisition of the remaining four Korean Entities.
Risk Factors
Risk Factors Relating to K Enter's Business, the Six Korean Entities' Business, and New K
Enter's Business
We may not be able to prevent others from unauthorized use..., page 32
3.We note your response to prior comment 13 and reissue in part. 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. In this regard, your revised disclosure mentions "copyrights,
registered trademark and pending trademarks, service marks...proprietary technologies
and similar intellectual property," but continues to provide no specific examples of
material intellectual property. For example, explain the nature of the intellectual property
rights under Play Company's agreements with HYBE and SM Entertainment discussed at
page 40, and/or clarify the nature of any copyrights held by the Production Companies.
Make conforming revisions to identify any material intellectual property in the business
disclosure.
We currently face concentration risk within Play Company..., page 40
4.Please revise this risk factor to present information regarding your concentration risk and
reliance on HYBE or any other significant customers as of a date more recent than June
30, 2023, as we note that financial information as of December 31, 2023 has been added
to the filing. Make similar revisions where you discuss concentration risk "as of
June...2023 (Year-to-Date)" at page 189.
Proposal No. 2 - The Acquisition Merger Proposal
Conditions to Closing
General Conditions, page 101
5.Please further revise your disclosure responsive to prior comment 17 to acknowledge as
general conditions to closing (i) the approval of K Enter stockholders and (ii) the
execution of the joinder agreement by K Wave Media Ltd. and GLST Merger Sub Inc., as
stated in Sections 9.1(e) and (k) of the Merger Agreement.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 June 7, 2024 Page 3
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
June 7, 2024
Page 3
Background of the Business Combination, page 105
6.The disclosure added to page 113 in response to prior comment 21 suggests that there
were no concrete developments at the time that the updated projections were prepared in
November 2023 with respect to K Enter's "opportunity...to acquire a music-focused
management company" and "the acquisition of a 'webtoons' company."
However, statements such as, "It is not hard to imagine...," and, "K Enter will be uniquely
positioned to acquire...webtoon companies," are unclear and may imply that such
acquisition opportunities are currently contemplated and/or likely to occur. Revise to state
clearly, if true, that no definitive agreements or prospects have been identified or were at
the time that K Enter's projections were updated. Discuss how K Enter's financial
condition may limit its ability to realize any such acquisition opportunities that arise.
Opinion of Global Star's Financial Advisor, page 117
7.Please revise to summarize the revisions that EverEdge made to the second fairness
opinion on April 29, 2024.
First Fairness Opinion by EverEdge
Supplemental Exhibit A: K Enter Forecasts, page 124
8.Please relocate the K Enter forecasts included as Supplemental Exhibit A, as well as the
other supplemental exhibits at pages 124-134, so that they are located after the section
titled “Second Fairness Opinion by Everedge” beginning at page 135. In this regard, it
appears that these are the updated projections and other information used in connection
with EverEdge’s updated fairness opinion dated March 12, 2024. Revise to either include
the original set of K Enter forecasts and other information supporting EverEdge’s original
fairness opinion dated June 9, 2023 where Supplemental Exhibits A-D are currently
located in the proxy statement/prospectus, or provide a cross-reference to where they can
be found in Annex F.
9.We note that there are discrepancies between the forecasted results of K Enter and certain
of the Six Korean Entities presented in Supplemental Exhibit A and historical results for
the year ended December 31, 2023 included elsewhere in the proxy statement/prospectus.
For example, total revenues of Play Company are forecasted as KRW95,194,000,000 and
actual revenues for fiscal 2023 were KRW67,481,156,000. Please add to the tables in
Supplemental Exhibit A an additional column that discloses actual results for the year
ended December 31, 2023, and explain to investors why such additional column is
included via footnote or another clear method of presentation. Additionally, where you
discuss the financial projections contained in the second fairness opinion elsewhere in the
proxy statement/prospectus, including at pages 18, 32, and 112-113, revise to highlight
that certain forecasted and actual results for the year ended December 31, 2023 differ.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 June 7, 2024 Page 4
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
June 7, 2024
Page 4
Second Fairness Opinion by EverEdge
Summary of EverEdge's Financial Analysis of K Enter, page 137
10.Please contextualize your statement added in response to prior comment 23 that, "...the
entities to be contracted as subsidiaries of the Target boast a well-established operational
history" with disclosure that two of the Six Korean Entities were formed in 2023.
Selected Historical Financial Information of K Enter, page 157
11.Please present line items for each of revenue, cost of revenue and general and
administrative expenses to put the included line item for net income in better context.
Capabilities and the Six Korean Entities to be acquired, page 177
12.The revisions at pages 178-188 that you reference as responsive to prior comment 25 do
not address our comment and we reissue. Elaborate on the nature of the rights created by
the Equity Pledge Agreements with certain shareholders of the Six Korean Entities and
explain how and why they enable K Enter to exercise “de facto” or “effective” control
over the "pledged equity interests" of the entities. In this regard, your disclosure that the
shareholders of the entities, as pledgors, will “retain all voting and economic rights with
respect to the pledged equity interests” makes it more unclear how the agreements operate
to “guarantee the performance” of the entities under the respective share purchase
agreements. Alternatively, remove disclosure suggesting that the Equity Pledge
Agreements allow K Enter to control the Six Korean Entities through the ownership of
pledged equity interests.
K Enter's Relationship with First Virtual Lab, Inc., page 187
13.We note your response to prior comment 26 and reissue in part. Please articulate in
additional detail the basis of your statement that the acquisition of a controlling interest in
First Virtual is "not probable." While we note from your response that the option held by
the shareholders of First Virtual expires after five years, it remains unclear why you
believe that the option will not be successfully exercised within that time frame.
Management's Discussion and Analysis of Financial Condition and Results of Operations of Play
Company
Results of Operations, page 207
14.Please discuss whether the significant reduction of revenue for Play Company
and Apeitda and reduced amount of operating expenses for Play Company is a known
trend pursuant to Item 5.D of Form 20-F and your expectations concerning this
condition. Also, discuss whether the decreased operating expenses of Play Company are
directly related to the reduction in revenue, and if so, how they correlate.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 June 7, 2024 Page 5
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
June 7, 2024
Page 5
Cash Flow, page 208
15.Please discuss the operational reasons for the reported negative operating cash flows for
fiscal 2023 for Play Company and Apeitda and explain how you intend to meet the cash
requirements and maintain operations for each in such circumstance. Refer to instruction 1
to "Instructions to Item 5" in Form 20-F and section IV.B.1 of Release No. 33-8350. Also
discuss if this condition is a known trend pursuant to Item 5.D of Form 20-F and your
expectations concerning this condition.
Critical Accounting Policies and Estimates, page 209
16.Please provide in MD&A the disclosure required by Item 5.E of Form 20-F for Play
Company as well as for the other Korean Entities. Reference to the accounting policies
and estimates contained in the notes to the financial statements does not satisfy this
requirement. Note the disclosure in MD&A should not merely repeat disclosure contained
in the notes to the financial statements but provide further insight to their estimation
uncertainty.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Description of the Transactions
Proposed Transaction, page 250
17.We note herein the revised disclosure in response to prior comment 28 wherein you
allocated the purchase consideration of $590,000,000 to entities and existing K Enter
stockholders.  Please revise the disclosure to allocate the purchase consideration to the
overall assets acquired, overall liabilities assumed and any other overall applicable items
(e.g., compensation for the service of a stock exchange listing) as appropriate, in
accordance with the previously cited guidance.
Note 5 - Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined
Balance Sheet as of December 31, 2023, page 259
18.We note $129 million of the approximate $179 million of goodwill recognized in the
combination of K Enter and the Six Korean Entities is attributed to K Enter. Please
provide a qualitative description of the factors that make up the goodwill attributed to K
Enter.
General
19.Please ensure the financial statements for the U. S. domestic entities in the filing
comply with Rule 3-12 of Regulation S-X and update the financial statements and related
pro forma information as appropriate.
20.We note your response to prior comment 32, including your reference to added disclosure
at page 108 indicating that Global Star will circulate updated or supplemental proxy

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 June 7, 2024 Page 6
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
June 7, 2024
Page 6
materials to its stockholders if any material changes to the planned acquisitions of the Six
Korean Entities occur before the special meeting. Revise to explain this in further detail
earlier in the filing, including in the letter to stockholders and question and answer
section, and elsewhere throughout the filing that you discuss the transaction structure and
acquisition of the entities. Specifically, add a question and answer placed prominently in
the "Questions and Answers About the Business Combination" section that explains that
the closing of the acquisition is conditioned only on the acquisition of Play Company and
Solaire Partners and not on the acquisition of all six entities. Disclose the timing
considerations regarding the closing of the acquisitions of all Six Korean Entities and
clearly states for investors how and when they will be informed of the closings and the
circumstances under which they could expect to receive updated proxy materials prior to
the special meeting (i.e., if anything apart from the successful completion of the
acquisition of the Six Korean Entities has occurred at such time and/or any adjustment to
the consideration, etc.). Summarize the nature of revised information that investors would
be provided in any amended proxy materials, including additional disclosure regarding the
background of the business combination, explanation of any changes in consideration, the
applicability of the fairness opinion and whether you would obtain a new fairness opinion,
and updated pro forma financial information pursuant to Rule 11 of Regulation S-X.
Provide a prominent cross-reference to this new question and answer where you include
the step-by-step organizational charts beginning at page 20. Additionally, we reissue the
portion of prior comment 32 asking you to explain whether you intend to recirculate and
resolicit the shareholder vote if there are any post-special meeting material changes,
including changes to the entities which will be acquired or the consideration amount from
that which was disclosed at the time the stockholders approved the proposals. If you
would resolicit the stockholder vote, explain this in a new question and answer as well and
elsewhere throughout the filing as appropriate. If you would not resolicit the shareholder
vote, explain to us why you think this is appropriate.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andy Tucker

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

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

United States securities and exchange commission logo
April 17, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Registration Statement on Form F-4
Filed March 26, 2024
File No. 333-278221
Dear Anthony Ang:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
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.
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

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 April 17, 2024 Page 2
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
April 17, 2024
Page 2
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.
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.
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.
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.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 April 17, 2024 Page 3
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
April 17, 2024
Page 3
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.
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.
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.
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.
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.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 April 17, 2024 Page 4
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
April 17, 2024
Page 4
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.
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.
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.
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.
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.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 April 17, 2024 Page 5
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
April 17, 2024
Page 5
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.
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 material respects.
Background of the Business Combination, page 105
18.We note the additional information provided in this section in response to prior comments
25 and 26. Please further elaborate on the following:
•why Global Star continued to negotiate with Target B up until the execution of the
merger agreement between Global Star and K Enter, despite mutual acceptance of the
term sheet in April 2023;
•negotiation of the share purchase agreements with the Seven Korean Entities,
including negotiation of consideration to be paid to the entities' shareholders,
particularly the reasoning behind the additional payments and earn-out amounts owed
to the owner of Play Company following the closing of the business combination;
•why and when the $50 million PIPE financing became Global Star's primary
responsibility, rather than K Enter's as contemplated by the April 2023 term sheet;
•why the share purchase agreements with the Seven Korean Entities were amended in
September 2023 to change the purchase price from Global Star shares to K Enter
shares, change the date of closing from the date shareholders approve the merger
agreement to January 5, 2024 or another date as designated by K Enter, and eliminate
approval of the merger agreement as conditions to closing;
•the decision to terminate the share purchase agreement with First Virtual and
negotiation of the option retained by shareholders of First Virtual to force K Enter to
purchase a controlling interest in First Virtual under certain circumstances; and
•Global Star's decision to obtain an updated fairness opinion from EverEdge in March
2024, including whether and when updated financial projections eliminating First
Virtual were provided.
19.Please revise to ensure accuracy in the use of "Six Korean Entities" versus "Seven Korean
Entities" when discussing the timeline of the negotiations process in this section and
elsewhere throughout the proxy statement/prospectus, particularly when discussing which
entities were taken into consideration for purpose of the KPMG valuation report, fairness
opinions, and underlying projections. In this regard, we note that you have generally

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 April 17, 2024 Page 6
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
April 17, 2024
Page 6
revised prior references to "Seven Korean Entities" to be to "Six Korean Entities," even
though at the time of many of the events you discuss, K Enter's acquisition of a
controlling interest in First Virtual was still contemplated. Provide additional context early
in this section so that investors understand when and why there was a change from "Seven
Korean Entities" to "Six Korean Entities." Your disclosure regarding the relationship
between K Enter and First Virtual does not appear until the end of the section and does not
adequately explain that First Virtual was originally part of the "Seven Korean Entities"
and that the KPMG valuation report and first fairness opinion were premised upon its
acquisition along with those of the Six Korean Entities. As one example of other
disclosure that should be adjusted, revise your statements on page 18 and 32 that, "The
financial projections and other financial information included in...the First Fairness
Opinion and the Second Fairness Opinion...are premised on the successful acquisition of
all Six Korean Entities," to make it clear that the first fairness opinion was premised on
the acquisition of seven entities, including First Virtual.
20.We reissue prior comment 28 in part. Explain in detail how a $610 million valuation for K
Enter was reached. Your disclosure continues to state that the $610 million valuation was
first proposed in a term sheet presented by Global Star on April 9, 2023 and that there
"was no discussion of valuation" in the immediately preceding meeting between Global
Star and K Enter, but it remains unclear exactly how and when that number was reached.
Your indication that the $610 million valuation was accepted by K Enter on April 11,
2023 also seems inconsistent wit

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

United States securities and exchange commission logo
February 25, 2024
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted January 29, 2024
CIK No. 0002000756
Dear Anthony Ang:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
December 11, 2023 letter.
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

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 2
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
February 25, 2024
Page 2
Business Combination and, if so, identify such shareholder(s) and disclose the extent of
control.
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.
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.
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.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 3
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
February 25, 2024
Page 3
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."
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.
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.

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 4
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
February 25, 2024
Page 4
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.
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.
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.
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.
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

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 5
 FirstName LastNameAnthony Ang
K Wave Media Ltd.
February 25, 2024
Page 5
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.
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.
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 K Enter or New K
Enter, as appropriate, in the Acquisition Merger. Please advise if this is true and revise
disclosure throughout the filing as appropriate.
15.Please clearly explain the circumstances in which K Wave merges either with the entity
described as K Enter or the one described as New K Enter.  In this regard, you disclose K
Enter only becomes New K Enter upon acquisition by K Enter of all of the Seven Korean
Entities.  You also disclose the Business Combination is only conditioned upon K Enter
acquiring both Play Company and Solaire Partners.  If these are the only ones of the
Seven Korean Entities that are acquired when the Acquisition Merger occurs, clarify
which entity K Wave merges with - K Enter or New K Enter.  In connection with this,
explain whether the Acquisition Merger can be completed if K Enter does not acquire
both Play Company and Solaire Partners.  If the Acquisition Merger can occur upon the
acquisition of just both of Play Company and Solaire Partners, clarify the name of the
entity that directly acquires these two companies.  In this latter circumstance, clarify the
name of the entity that acquires the remaining 5 of the Seven Korean Entities and whether
the entity New K Enter is relevant at this point, and at what point and under what
circumstances the entity New K Enter is relevant to your organization and contemplated
transactions.
16.Refer to your response to prior comment 16. Your response does not appear to be
consistent with the characterization of K Enter Holdings Inc. in the filing. For example,
you disclose in the filing:
•K Enter is a holding company with limited independent operations.
•K Enter was formed as a holding company for the purpose of acquiring seven
diversified entertainment operating companies based in Korea, engaged in the
entertainment content and IP creation businesses (the “Seven Korean Entities”).
•As a holding company, K Enter will rely on earnings generated by the businesses of
the Seven Korean Entities for distributions or payments for cash flow. Therefore,
PubCo’s ability to fund and conduct PubCo’s business, service any debt, and pay
dividends, if any, in the future may depend on the ability of the Seven Korean

 FirstName LastNameAnthony Ang
 Comapany NameK Wave Media Ltd.
 February 25, 2024 Page 6
 FirstName LastName
Anthony Ang
K Wave Media Ltd.
February 25, 2024
Page 6
Entities to make upstream cash distributions or payments to K Enter.
•K Enter currently has a total of 17 employees, with most of the workforce
concentrated in business management and the accounting department.
•K Enter’s vision is to become a leading tech and IP-based diversified entertainment
company, with K Enter’s first step being acquiring a controlling equity interest in the
Seven Korean Entities, with the combined four capabilities of these entities
(described in the filing) serving as an initial foundation for K Enter’
From the preceding, it appears your present operations may be in the context of the
operations of the Seven Korean Entities. In view of your disclosure that there can be no
assurances that K Enter will be able to close the acquisition of controlling equity interests
in each of the Seven Korean Entities, please explain to us in further detail how K Enter
plans to conduct business and maintain operations without ownership in the Seven Ko

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

      January 26, 2024

      Via EDGAR

      Division of Corporation Finance
U.S. Securities
& Exchange Commission

      100 F Street, NE

      Washington, D.C. 20549

  Attention:
  Rebekah Reed

  Erin Jaskot

  Re:
  K Wave Media Ltd.

      Draft Registration Statement on Form F-4

      Submitted November 13,
      2023

      CIK No. 0002000756

      Dear Ms. Reed:

      K Wave Media Ltd. (the “Company”), is hereby responding to the letter, dated December 11, 2023 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Draft Registration Statement on Form F-4 (the “DRS”). Concurrently with the submission of this letter, the Company is submitting and amended Draft Registration Statement on Form F-4] (“Amended DRS”) via EDGAR to the Commission for review in accordance with the procedures of the
         Commission.

      The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised
         the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold and followed by the Company’s response. We have included page references to the Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise
         defined herein have the meanings set forth in the Registration Statement. The changes reflected in the Registration Statement include those made in response to the Staff’s comments as well as other updates.

      Draft Registration Statement on Form F-4 submitted November 13, 2023

      Cover Page

 1. Please include the “Calculation of Registration Fee” table
on the cover page as Exhibit 107 to the registration statement. Refer to Form F-4 and Item 601(b)(107) of Regulation S-K.

      Response: The Company respectfully acknowledges the Staff’s comment and has included an Exhibit 107 to the Amended DRS.

      Letter to the Stockholders of Global Star Acquisition Inc., page i

 2. Please expand your discussion of the ownership of PubCo following
the Business Combination to disclose the percentage ownership interest that will be held by each of the Global Star public shareholders
(not including the Sponsor), the Sponsor, and K Enter’s shareholders, assuming both a minimum and maximum redemption scenario,
as well as the exercise and conversion of all securities. To the extent that any shareholder or group of shareholders will own a percentage
of interests such that they will have a controlling interest in PubCo, please identify such shareholder(s) and disclose the extent of
control.

      Response: The Company respectfully acknowledges the Staff’s comment and has revised at page 11 of the Amended DRS.

 3. We note your statement that K Enter “own[s] approximately...86.9%...of
GLST Common Stock as of the record date” and is expected to vote such GLST Common Stock in favor of the
Reincorporation Merger Proposal and the Acquisition Merger Proposal. Please confirm that K Enter owns 86.9% of GLST’s outstanding
Common Stock, as this appears inconsistent with the beneficial ownership table on page 224. We may have additional comments.

      Response: The Company respectfully acknowledges the Staff’s comment and has revised the Cover Letter and page 278 of the Amended DRS.

 4. In this section you refer to “Global Star Acquisition
Inc.” as “we,” “our” and “Company.” But you also use these terms to refer to “K Enter” in the
sections “Business of K Enter” (e.g., “our” on page 143) and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations of K Enter.” For consistency and clarification, please replace these references wherever they occur in these
sections with the entity’s name to which they refer.

      Response: The Company respectfully acknowledges the Staff’s comment and has replaced the pronouns “our,” “we” and “us” with the appropriate
         entity’s name throughout the Amended DRS.

      Notice of Stockholder Meeting, page v

 5. In your instructions to Global Star shareholders for redeeming
their public shares, you state, “If redemption takes place after consummation of the Merger, it is shares of PubCo Common Stock
that will be redeemed.” This may be read to imply that these shareholders could still exercise their redemption rights following
the Business Combination, which conflicts with your disclosure elsewhere that holders of public shares must elect to redeem prior to
two business days before the Special Meeting. Please remove this statement or provide additional context to clarify its meaning.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment by deleting the statement on page v of the Notice of Stockholder Meeting in the Amended DRS.

      Use of Certain Terms, page 3

 6. With a view towards consistency, please revise throughout
to use terms as they are defined in this section or in their respective disclosure sections. For example, we note interchangeable use
of “Merger,” “Business Combination,” and “Proposed Business Combination” throughout, as well as use
of the undefined “Sponsor Shares” rather than the defined “Founder Shares” in places.

    2

Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment by consistently using the term “Business Combination” for the proposed transaction as opposed to
         using “Merger” or “Proposed Business Combination” and the Company deleted the reference
         to the undefined term “Sponsor Shares.” These revisions appear throughout the Amended DRS.

      Questions and Answers About the Business Combination and the Special Meeting, page
         5

 7. Please supplement this section with a question and answer
related to the additional $50 million PIPE financing contemplated in the negotiations between Global Star and K Enter. Discuss the expected
use of the proceeds of this financing, whether there have been any discussions to date with potential PIPE investors, the potential dilutive
impacts to public shareholders, and whether the PIPE financing is a condition to closing.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 6 of the Amended DRS.

      Q: What vote is required to approve the Proposals?, page 7

 8. In light of the Sponsor’s and Initial Stockholders’
commitment to vote their shares in favor of certain proposals, please disclose the requisite percentage of Global Star’s public
shares that would need to be voted in favor of each proposal in order to approve it.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 8 and 76 of the Amended DRS.

      Q: Will I experience dilution as a result of the Business Combination?, page 9

 9. We note your presentation of the equity ownership percentages
of various shareholder groups following the Business Combination under minimum and maximum redemption scenarios. Please supplement this
table and related disclosure elsewhere to show scenarios assuming minimum, maximum, and interim redemptions along with the exercise or
conversion of all securities, including warrants, and any other sources of dilution. Ensure that all possible sources and extent of dilution
that shareholders who elect not to redeem their shares may experience in connection with the Business Combination are disclosed including,
but not limited to, the potential PIPE investment and promissory note payment conversions. We further note that the ownership percentages
in this table do not currently align with those in the chart on page 16. Please ensure that your disclosure regarding dilution potential
is consistent throughout the proxy statement/prospectus.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 11 and 18 of the Amended DRS.

 10. Please revise your disclosure here and elsewhere throughout
your proxy statement/prospectus as appropriate to show the potential impact of redemptions on the per share value of shares owned by
non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum, and
interim redemption levels.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 11 of the Amended DRS.

    3

 11. Please confirm whether redeeming shareholders will retain
their Global Star warrants, which will automatically convert to PubCo warrants. If so, please quantify the value of such warrants, based
on recent trading prices, that may be retained by redeeming shareholders assuming maximum redemptions and identify any material resulting
risks.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 10 of the Amended DRS.

      Q: Is there a deadline for the Business Combination..., page 11

 12. We note your disclosure that, in exchange for depositing
monthly extension payments into the trust account, the Sponsor will receive an unsecured promissory note payable upon consummation of
a business combination. Please revise your disclosure here and elsewhere as appropriate to provide additional details about such promissory
note, including its amount, maturity date, and whether it will be convertible.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at pages 6, 13, and 27 of the Amended DRS.

      Summary of the Proxy Statement/Prospectus

      The Parties to the Business Combination

      K Enter Holdings Inc., page 15

 13. Please disclose in this section that, although K Enter expects
to consummate the equity purchases for each of the Seven Korean Entities, only the completed acquisitions of Play Company and Solaire
Partners are conditions to closing under the Merger Agreement, as stated on page 87. Please discuss how the inability to consummate purchases
of the remaining entities could impact the Business Combination and an investment in PubCo’s securities, and add appropriate risk
factor disclosure.

      Response: The Company respectfully acknowledges the Staff’s comment and has addressed the Staff’s comment at page 17 of the Amended DRS.

      Post-Business Combination Structure and Impact on the Public Float, page 16

 14. We note your post-Business Combination organizational chart
provided on page 16. Please additionally provide charts demonstrating the pre-Business Combination structure and ownership of Global
Star and K Enter, as well as a chart depicting the structure of the organization following the anticipated acquisitions of the Seven
Korean Entities.

      Response: The Company respectfully acknowledges the Staff’s comment and has included charts demonstrating the pre-Business Combination structure
         and ownership of Global Star and K Enter, as well as a chart depicting the structure
         of the organization following the anticipated acquisition of the Seven Korean Entities
         on pages 18 and 19 of the Amended DRS.

      Anticipated Accounting Treatment, page 20

 15. On pages 20, 146 and 172 you state the accounting treatment
of the Business Combination was determined under International Financial Reporting Standards, specifically IFRS 2. It appears the Business
Combination is between Global Star and K Enter and both of these entities are accounted for using U.S. GAAP. Please explain to us why
you believe IFRS is applicable instead of U.S. GAAP. In connection with this, in some places you disclose “New K Enter” is
the entity merging with Global Star. Please clarify the specific entity that is merging with Global Star and clearly state the order
the respective merger transactions (i.e., Global Star/K Enter and K Enter/Play Company) occur.

    4

Response: The Company
respectfully acknowledges the Staff’s comment and has revised the disclosures of the accounting treatment on pages 23 and 97
of the Amended DRS to clarify that the order of the respective merger transactions will be: (1) K Enter / Play Company Co., Ltd. (collectively referred to as K Enter-Play Company Co., Ltd).,
(2) K Enter / Seven Korean Entities other than Play Company Co., Ltd. (with the collective eight entities referred to as “New
K Enter”), and (3) Global Star / New K Enter.

In the first merger between K Enter and
Play Company Co., Ltd., Play Company Co., Ltd. has preliminarily been determined to be the accounting acquirer and predecessor. In each
of the next six mergers with the Seven Korean Entities other than Play Company Co., Ltd., K Enter-Play Company Co., Ltd. has preliminarily
been determined to be the accounting acquirer and predecessor. In the Business Combination between Global Star and New K Enter, New K
Enter has preliminarily been determined to be the accounting acquirer and predecessor.

      As it relates to the Company’s discussion of the “Anticipated Accounting Treatment,” the Company concluded that
         it was most appropriate to disclose the accounting treatment under IFRS, not U.S.
         GAAP, for the following reasons:

    ●
    for the same reasons that Play Company Co., Ltd. has been determined to be the accounting acquirer in each of the mergers described above, the Company has also preliminarily determined that Play Company Co., Ltd. is the predecessor (as that term is defined [Rule 405 of Regulation C]) to K Enter, Global Star and K Wave Media Ltd. (the registrant);

 ● K Wave Media Ltd. (the registrant) is (and is expected to continue
to be) a foreign private issuer (as that term is defined in [Rule 405 of Regulation C]). Accordingly, the registrant is eligible
to prepare its financial statements in accordance with IFRS as issued by the IASB.

 ● the basis of accounting applied by Play Company Co., Ltd.’s
in its historical financial statements included in the DRS is IFRS as issued by the IASB.

In the Business Combination
between Global Star and New K Enter, New K Enter considered all pertinent facts and circumstances as of the acquisition date of the acquisition
of New K Enter by Global Star in making the final determination that Global Star is not a business; accordingly the Business Combination
is expected to be accounted for as a capital reorganization in accordance with IFRS 2.

 16. You disclose on pages 20 and 172 the acquisition of Play
Company by K Enter will be accounted for in accordance with IFRS 3. It appears K Enter is not a business pursuant to IFRS
3. Accordingly, it appears the transaction should be accounted for in accordance with IFRS 2. Please advise.

      Response: The Company respectfully acknowledges the Staff’s comment and has considered all pertinent facts and circumstances in making a preliminary
         determination that K Enter is a business (as that term is defined in IFRS 3, Business Combinations). As detailed in IFRS 3, Appendix A, a “business” is defined as “an integrated set of activities and assets that is capable of being conducted and
         managed to provide goods or services to customers, generating investment income (e.g., dividends or interest) or generating other income from ordinary activities.” IFRS 3.B7 goes on to indicate that “a business consists of inputs and processes applied to those inputs that have the ability to contribute to the creation of outputs.”

      K Enter has an internal production
team that oversees and authorizes content development by production companies and writers and has written contracts with the productio

United States securities and exchange commission logo
December 11, 2023
Anthony Ang
Director
K Wave Media Ltd.
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Re:K Wave Media Ltd.
Draft Registration Statement on Form F-4
Submitted November 13, 2023
CIK No. 0002000756
Dear Anthony Ang:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 submitted November 13, 2023
Cover Page
1.Please include the "Calculation of Registration Fee" table on the cover page as Exhibit
107 to the registration statement. Refer to Form F-4 and Item 601(b)(107) of Regulation
S-K.
Letter to the Stockholders of Global Star Acquisition Inc., page i
2.Please expand your discussion of the ownership of PubCo following the Business
Combination to disclose the percentage ownership interest that will be held by each of the
Global Star public shareholders (not including the Sponsor), the Sponsor, and K Enter's
shareholders, assuming both a minimum and maximum redemption scenario, as well as

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the exercise and conversion of all securities. To the extent that any shareholder or group
of shareholders will own a percentage of interests such that they will have a controlling
interest in PubCo, please identify such shareholder(s) and disclose the extent of control.
3.We note your statement that K Enter "own[s] approximately...86.9%...of GLST Common
Stock as of the record date" and is expected to vote such GLST Common Stock in favor of
the Reincorporation Merger Proposal and the Acquisition Merger Proposal. Please
confirm that K Enter owns 86.9% of GLST's outstanding Common Stock, as this appears
inconsistent with the beneficial ownership table on page 224. We may have additional
comments.
4.In this section you refer to "Global Star Acquisition Inc." as "we", "our" and "Company".
But you also use these terms to refer to "K Enter" in the sections "Business of K Enter"
(e.g., "our" on page 143) and "Management's Discussion and Analysis of Financial
Condition and Results of Operations of K Enter."  For consistency and clarification,
please replace these references wherever they occur in these sections with the entity's
name to which they refer.
Notice of Stockholder Meeting, page v
5.In your instructions to Global Star shareholders for redeeming their public shares, you
state, "If redemption takes place after consummation of the Merger, it is shares of PubCo
Common Stock that will be redeemed." This may be read to imply that these shareholders
could still exercise their redemption rights following the Business Combination, which
conflicts with your disclosure elsewhere that holders of public shares must elect to redeem
prior to two business days before the Special Meeting. Please remove this statement or
provide additional context to clarify its meaning.
Use of Certain Terms, page 3
6.With a view towards consistency, please revise throughout to use terms as they are
defined in this section or in their respective disclosure sections. For example, we note
interchangeable use of "Merger," "Business Combination," and "Proposed Business
Combination" throughout, as well as use of the undefined "Sponsor Shares" rather than
the defined "Founder Shares" in places.
Questions and Answers About the Business Combination and the Special Meeting, page 5
7.Please supplement this section with a question and answer related to the additional $50
million PIPE financing contemplated in the negotiations between Global Star and K Enter.
Discuss the expected use of the proceeds of this financing, whether there have been any
discussions to date with potential PIPE investors, the potential dilutive impacts to public
shareholders, and whether the PIPE financing is a condition to closing.

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Q: What vote is required to approve the Proposals?, page 7
8.In light of the Sponsor's and Initial Stockholders' commitment to vote their shares in favor
of certain proposals, please disclose the requisite percentage of Global Star's public shares
that would need to be voted in favor of each proposal in order to approve it.
Q: Will I experience dilution as a result of the Business Combination?, page 9
9.We note your presentation of the equity ownership percentages of various shareholder
groups following the Business Combination under minimum and maximum redemption
scenarios. Please supplement this table and related disclosure elsewhere to show scenarios
assuming minimum, maximum, and interim redemptions along with the exercise or
conversion of all securities, including warrants, and any other sources of dilution. Ensure
that all possible sources and extent of dilution that shareholders who elect not to redeem
their shares may experience in connection with the Business Combination are disclosed
including, but not limited to, the potential PIPE investment and promissory note payment
conversions. We further note that the ownership percentages in this table do not currently
align with those in the chart on page 16. Please ensure that your disclosure regarding
dilution potential is consistent throughout the proxy statement/prospectus.
10.Please revise your disclosure here and elsewhere throughout your proxy
statement/prospectus as appropriate to show the potential impact of redemptions on the
per share value of shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum, and
interim redemption levels.
11.Please confirm whether redeeming shareholders will retain their Global Star warrants,
which will automatically convert to PubCo warrants. If so, please quantify the value of
such warrants, based on recent trading prices, that may be retained by redeeming
shareholders assuming maximum redemptions and identify any material resulting risks.
Q: Is there a deadline for the Business Combination..., page 11
12.We note your disclosure that, in exchange for depositing monthly extension payments into
the trust account, the Sponsor will receive an unsecured promissory note payable upon
consummation of a business combination. Please revise your disclosure here and
elsewhere as appropriate to provide additional details about such promissory note,
including its amount, maturity date, and whether it will be convertible.
Summary of the Proxy Statement/Prospectus
The Parties to the Business Combination
K Enter Holdings Inc., page 15
13.Please disclose in this section that, although K Enter expects to consummate the equity
purchases for each of the Seven Korean Entities, only the completed acquisitions of Play
Company and Solaire Partners are conditions to closing under the Merger Agreement, as

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stated on page 87. Please discuss how the inability to consummate purchases of the
remaining entities could impact the Business Combination and an investment in PubCo's
securities, and add appropriate risk factor disclosure.
Post-Business Combination Structure and Impact on the Public Float, page 16
14.We note your post-Business Combination organizational chart provided on page 16.
Please additionally provide charts demonstrating the pre-Business Combination structure
and ownership of Global Star and K Enter, as well as a chart depicting the structure of the
organization following the anticipated acquisitions of the Seven Korean Entities.
Anticipated Accounting Treatment, page 20
15.On pages 20, 146 and 172 you state the accounting treatment of the Business Combination
was determined under International Financial Reporting Standards, specifically IFRS 2.  It
appears the Business Combination is between Global Star and K Enter and both of these
entities are accounted for using U.S. GAAP.  Please explain to us why you believe IFRS is
applicable instead of U.S. GAAP.  In connection with this, in some places you disclose
"New K Enter" is the entity merging with Global Star.  Please clarify the specific entity
that is merging with Global Star and clearly state the order the respective merger
transactions (i.e., Global Star/K Enter and K Enter/Play Company) occur.
16.You disclose on pages 20 and 172 the acquisition of Play Company by K Enter will be
accounted for in accordance with IFRS 3.  It appears K Enter is not a business pursuant to
IFRS 3.  Accordingly, it appears the transaction should be accounted for in accordance
with IFRS 2.  Please advise.
Interests of Certain Persons in the Business Combination, page 21
17.Please quantify the aggregate dollar amount and, to the extent not already listed, describe
the nature of what the Sponsor, its affiliates, and the directors and officers of Global Star
have at risk that depends on completion of a business combination. Include the current
value of securities held, loans extended, fees due, and out-of-pocket expenses for which
any of the foregoing parties are awaiting reimbursement.
18.We note your disclosure of K Enter common stock held by Global Star's officers and
directors. Please supplement your disclosure here and in the discussion of conflicts of
interest elsewhere to highlight all material interests in the transaction held by the Sponsor
and its affiliates as well as Global Star's officers and directors, including those that arise
due to an interest in or affiliations with K Enter and/or any of the Seven Korean Entities.
For example, we note that a Managing Member of the Sponsor is also a co-founder and
director of K Enter. Please clarify how the Global Star board considered such conflicts in
negotiating and recommending the Business Combination.

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19.It appears that Global Star's charter waived the corporate opportunities doctrine. Please
address this potential conflict of interest and whether it impacted Global Star's search for
an acquisition target.
Recommendations of the Global Star's Board of Directors to the..., page 22
20.You state in this section that, "The Global Star board of directors did not obtain a fairness
opinion on which to base its assessment," which conflicts with disclosure elsewhere and
the inclusion of EverEdge's opinion in the proxy statement/prospectus. Please revise your
disclosure accordingly.
Risk Factors, page 22
21.Please revise to provide a summary of the risk factors here. Refer to Item 3 of Form F-4.
Risk Factors
Risk Factors Relating to K Enter Holdings Inc.'s Business and Industry, page 24
22.Many of the risk factors in this section reference risks that appear applicable to any
company operating in this industry.  For example, you note that you "may experience
substantial fluctuations in [y]our operating results and growth rate," but you do not give
any examples of why and how your business could experience such fluctuations.
Similarly you note that your international operations expose you to risks, but you do not
discuss which operations you consider to be international and the risks you face.
These are just examples.  Please revise the risk factors in this section to explain
specifically how and to what extent these risks have impacted the historical operations of
the Seven Korean Entities and ensure they are tailored to the businesses of such entities.
23.We note your indication that references to "we," "us," and "our" in this section refer to K
Enter, but given K Enter's limited business operations to date, many of the operational and
industry risk factors in this section appear to be applicable to the Seven Korean Entities
instead. Please revise your disclosure to clarify which particular entity(ies) the disclosure
is referencing as opposed to using terms such as "we." It also appears that this section is
drafted assuming completion of the business combination. Where you discuss risk factors
relating to historical operations, please revise the disclosure so it does not suggest these
are the current operations of K Enter. As K Enter is a recently formed company with no
operational history, consider including a separate section discussing the risks relating to
the Seven Korean Entities. Additionally, please ensure that the risk factors are tailored to
reflect the current businesses of the Seven Korean Entities. For example, it is unclear how
your statement on page 41 that, "A substantial portion of our revenue comes from the
distribution of music..." aligns with the discussion of the business activities of the Seven
Korean Entities beginning on page 132.

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Inflation may cause our investment and development costs..., page 26
24.We note your risk factor indicating that inflation has impacted your business. Please
update this risk factor if recent inflationary pressures have materially impacted operations
and the specific entity(ies) that has been impacted. In this regard, identify the types of
inflationary pressures the entity(ies) is facing and how its business has been affected.
If our electronic data is compromised...
Despite our security measures, our information technology..., page 35
25.Your risk factors describe security breaches and cybersecurity risks and risks of data loss
due to security breaches as a material risk. Since cybersecurity and cyber-attacks are a
potential risk, please also disclose in an appropriate place the nature of the board's role in
overseeing your cybersecurity risks, including in connection with the company's third
party providers.  Please also confirm the accuracy of the statement that your data is stored
electronically in locations around the United States, as you disclose in the first sentence.
Risk Factors Relating to the Business Combination, page 57
26.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks may include the
absence of due diligence conducted by an underwriter that would be subject to liability for
any material misstatements or omissions in a registration statement.
Proposal No. 1 - The Reincorporation Merger Proposal
Material U.S. Federal Income Tax Consequences of The Business Combination, page 74
27.You state that the discussions under "U.S. Federal Income Tax Consequences of the
Business Combination to U.S. Holders" and "U.S. Federal Income Tax Consequences of
the Acquisition Merger to U.S. Holders of K Enter Common Stock" constitute the
opinions of Nelson Mullins and Loeb & Loeb, respectively. Accordingly, it appears that
counsel intend to file a short-form tax opinion and the disclosure in the prospectus serves
as the tax opinion. Additionally, we note the statements that the Reincorporation Merger
and Acquisition Merger "should" qualify as reorganizations and that shareholders "should
not recognize gain or loss." Please revise to have each couns