SCHEDULE: K Wave Media: Key Insiders Disclose Post-Merger Holdings

Five key individuals, including CEO Ted Kim, disclose significant beneficial ownership in K Wave Media Ltd. following a major business combination and capital raise.

Summary

• Five individuals (Hyung Seok Cho, Ted Kim, Jaekeun Kim, Pyeung Ho Choi, and Young Jae Lee) collectively reported beneficial ownership of K Wave Media Ltd. Ordinary Shares.
• The beneficial ownership stems from a Business Combination completed on May 13, 2025, which involved the reincorporation merger of Global Star Acquisition Inc. into K Wave Media Ltd. and the acquisition merger of K Enter Holdings Inc. as a wholly-owned subsidiary.
• Hyung Seok Cho holds 8,668,867 Ordinary Shares, representing 13.72% of the class.
• Ted Kim holds 8,018,432 Ordinary Shares, representing 12.59% of the class, including 498,225 shares underlying warrants exercisable within 60 days.
• Jaekeun Kim holds 5,280,511 Ordinary Shares, representing 8.48% of the class.
• Pyeung Ho Choi holds 5,020,283 Ordinary Shares, representing 7.94% of the class.
• Young Jae Lee holds 4,671,301 Ordinary Shares, representing 7.39% of the class.
• The percentages are calculated based on 63,198,074 Ordinary Shares issued and outstanding as of the date of the Schedule 13D.
• Ted Kim transferred 880,000 Ordinary Shares from his entity, Lodestar USA, Inc., to PIPE Investors to satisfy an Issuer obligation related to a $4.5 million convertible promissory note offering.
• Ted Kim also caused Lodestar USA, Inc. to transfer an additional 73,651 Ordinary Shares to individuals who assisted in the Issuer's initial public offering.
• The Reporting Persons disclaim status as a 'group' for purposes of this Schedule 13D.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a significant business combination and a capital raise, indicating positive corporate development and strategic execution. The high insider ownership and lock-up agreements also contribute to a stable outlook post-merger.

Positives

• Successful completion of a significant Business Combination, integrating Global Star Acquisition Inc. and K Enter Holdings Inc. into K Wave Media Ltd.
• Secured $4.5 million in convertible promissory notes from institutional and accredited PIPE Investors, strengthening the company's capital structure.
• High level of beneficial ownership by key management and board members, indicating strong insider alignment with company performance.
• Lock-up agreements on 50% of the Reporting Persons' shares provide a degree of stability post-merger by restricting immediate sales for a six-month period.

Negatives

• Ted Kim's transfer of 880,000 Ordinary Shares to PIPE Investors and an additional 73,651 shares to other individuals represents a dilution of his personal stake and a cost to satisfy company obligations.
• The remaining 50% of shares held by Reporting Persons are not subject to lock-up, allowing for potential sales after the Business Combination.

Risks

• Future actions of Reporting Persons, including potential sales of their shares, could be influenced by the Issuer's business, financial condition, operations, and prospects, as well as general market and economic conditions.
• The inherent risks associated with integrating newly merged entities and achieving anticipated synergies from the Business Combination.
• Market and industry conditions could impact the value of the Issuer's securities.

Future Outlook

Reporting Persons intend to continuously review their investment in the Issuer. Depending on various factors, including the Issuer's financial position, investment strategy, share price levels, market conditions, and economic factors, they may take actions such as purchasing or selling shares, engaging with management or the Board, discussing with other stockholders, or proposing changes to capital allocation, capitalization, ownership, Board structure, or operations.

Management Comments

• The Reporting Persons disclaim status as a 'group' for purposes of this Schedule 13D.
• No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in Item 4(a) through (j) of this Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

Industry Context

This filing reflects a common strategy in the entertainment and media industry, where companies engage in mergers and acquisitions to consolidate assets, expand market reach, and leverage intellectual property. The involvement of venture capital firms (Solaire Partners LLC) and private investment companies (Navigator Global Holdings LLC) among the beneficial owners highlights the role of strategic investors in shaping the landscape of content creation, IP, and entertainment investment. The PIPE financing is also a typical mechanism for growth companies to raise capital, especially in conjunction with significant corporate transactions.

Comparison to Industry Standards

• NA

Corporate Governance

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• None of the Reporting Persons were party to any civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws in the last five years.

Related Party Transactions

• Ted Kim, through his wholly-owned entity Lodestar USA, Inc., transferred 880,000 Ordinary Shares to PIPE Investors to satisfy K Wave Media Ltd.'s obligation related to the $4.5 million convertible promissory note offering.
• Ted Kim also caused Lodestar USA, Inc. to transfer 73,651 Ordinary Shares to individuals who assisted the Issuer in its initial public offering.

Stakeholder Impact

• Shareholders: The Business Combination significantly altered the ownership structure, and the PIPE financing introduced new institutional investors. The lock-up agreements provide some short-term stability by restricting insider sales.
• PIPE Investors: Received convertible promissory notes totaling $4.5 million and 880,000 Ordinary Shares, becoming significant new stakeholders.
• Management/Board: The Reporting Persons, who are also key management and board members, now hold substantial beneficial ownership in the combined entity, aligning their interests with the company's performance.

Next Steps

• Reporting Persons will continue to review their investments in the Issuer.
• Potential future actions by Reporting Persons may include purchasing or selling shares, engaging with management or the Board, or proposing changes to the Issuer's strategy or structure.

Key Dates

Recommendation

This Schedule 13D filing primarily reports the beneficial ownership of key insiders following a significant corporate event—a business combination and a related capital raise. It does not contain financial performance data or forward-looking guidance that would typically drive a 'buy' or 'sell' recommendation. The completion of the merger and the successful PIPE financing are positive developments, suggesting strategic execution and capital infusion. However, without detailed financial results or operational outlook, a 'hold' recommendation is appropriate, indicating that investors should maintain their current positions while awaiting further performance-related disclosures. The high insider ownership and lock-up agreements provide some stability, but the potential for future sales by insiders after the lock-up period and the inherent risks of a newly combined entity warrant a cautious stance.

Keywords

K Wave Media, beneficial ownership, merger, acquisition, K Enter Holdings, Global Star Acquisition, PIPE financing, convertible notes, insider ownership, corporate governance, lock-up agreement, SEC filing, Schedule 13D