KWM

Business Context and Reporting Period

This filing is a Shell Company Report on Form 20-F for K Wave Media Ltd., a Cayman Islands exempted company. The report covers the consummation of a business combination on May 13, 2025. The transaction involved the reincorporation of Global Star Acquisition Inc. into K Wave Media Ltd. (PubCo) and the acquisition of K Enter Holdings Inc. and six Korean media entities (Play Company, Solaire, Apeitda, Lamp, Bidangil, and Studio Anseilen). The combined entity trades on Nasdaq under the symbols KWM (Ordinary Shares) and KWMW (Warrants).

Key Financial Metrics

Financial data presented is on an unaudited pro forma combined basis as of December 31, 2024, reflecting the business combination.

Debt Composition: Includes short-term borrowings ($3,975), current portion of long-term borrowing ($1,427), promissory notes to underwriters ($2,000), consideration payable ($23,816), contingent consideration ($8,630), and convertible senior unsecured notes ($8,466).

Capital Structure: As of May 13, 2025, there were 63,246,290 ordinary shares outstanding. The acquisition consideration for K Enter was $590 million, paid in 59 million newly issued shares valued at $10.00 per share.

Material Changes and Transactions

• Business Combination: Global Star Acquisition Inc. merged with K Wave Media Ltd., and K Enter Holdings Inc. became a wholly-owned subsidiary. The transaction was accounted for as a capital reorganization under IFRS 2, with K Enter treated as the accounting acquirer.
• Acquisition of Korean Entities: K Enter acquired six Korean media entities. Play Company was acquired on January 2, 2025, with the others closing subsequently. Play Company was treated as the acquirer of K Enter for accounting purposes prior to the broader combination.
• PIPE Financing: The company secured $4.5 million in aggregate closing proceeds via a Private Investment in Public Equity (PIPE) agreement. Investors received convertible promissory notes with a 3.00% interest rate, maturing in 36 months, convertible at $10.00 per share.
• Security Conversions: Global Star common stock, warrants, rights, and units were converted into PubCo Ordinary Shares, Warrants (exercise price $11.50), and Rights (1/10 share).

Outlook, Risks, and Management Commentary

Management Commentary: The company anticipates using annual cash bonuses and long-term equity awards to align executive interests with shareholders. A formal director compensation policy will be established post-closing. The company has not paid dividends historically, and future dividends will depend on financial condition and cash requirements.

Risks and Contingencies:

• Going Concern: The auditors for Global Star Acquisition Inc. and K Enter Holdings Inc. included explanatory paragraphs expressing substantial doubt about the ability of these entities to continue as a going concern prior to the combination.
• Forward-Looking Statements: Risks include the ability to realize benefits from the business combination, maintain Nasdaq listing, comply with anti-corruption laws, and respond to global economic conditions.
• Regulatory: As a foreign private issuer, the company is exempt from certain Exchange Act rules (e.g., Section 16 reporting) but must file Form 20-F annually.

Investor Verification Checklist

• Verify the final audited financial statements for the combined entity, as current data is unaudited pro forma.
• Confirm the status of the "substantial doubt" regarding going concern for the legacy entities post-combination.
• Review the specific terms of the contingent consideration payable ($8.63 million) and the conditions triggering payment.
• Monitor the conversion of the $4.5 million PIPE notes and the impact on share dilution.
• Check the Nasdaq listing status of KWM and KWMW to ensure continued compliance with listing standards.
• Review the Proxy Statement/Prospectus for detailed risk factors and executive compensation plans not fully detailed in this shell report.