K Wave Media Ltd 2025年度报告及过渡报告

OR 121 South Church StreetGeorge Town, Grand Cayman,KY1-1104 Copy to:Tan Chin HweeChief Executive Officer121 South Church StreetGeorge Town, Grand Cayman,KY1-1104Cayman IslandsTelephone: 703-790-0717(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section12(g) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the shell company report: On May13, 2025, the issuer had 63,246,290 ordinary shares, no par value per share outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerginggrowth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule12b-2 of the Large accelerated filer☐Accelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant TABLE OF CONTENTS C.Auditors ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE ITEM 3.KEY INFORMATION ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.Major Shareholders B.Related Party Transactions C.Interests of Experts and Counsel A.Consolidated Statements and Other Financial Information B.Significant Changes B.Plan of Distribution C.Markets EXPLANATORY NOTE On May13, 2025 (the “Closing Date”), K Wave Media Ltd., a Cayman Islands exempted company (“Pubco” or the “Company”),consummated the previously announced business combination pursuant to the merger agreement, dated as of June15, 2023, asmodified by the joinder agreement, dated July13, 2023, the First Amendment, dated March11, 2024, the Second Amendment, datedJune28, 2024, the Third Amendment to Merger Agreement, dated July25, 2024 and the Fourth Amendment to Merger Agreement, The following transactions occurred pursuant to the terms of the Merger Agreement (collectively, the “Business Combination”): ●On May13, 2025, Global Star was reincorporated to Cayman Islands by merging with and into PubCo, with PubCoremaining as the surviving publicly traded entity (the “Reincorporation Merger”). In connection with the closing of theReincorporation Merger, (i) each issued and outstanding share of common stock of Global Star, other than Global Starcommon stock owned by Global Star as treasury shares or any Global Star common stock owned by any direct or indirectwholly owned subsidiary of Global Star, was converted into one ordinary share of PubCo (the “PubCo Ordinary Share”), (ii)each issued and outstanding warrant of Global Star was converted automatically into a warrant to purchase one PubCoOrdinary Share at a price of $11.50 per whole share (the “PubCo Warrant”), (iii) each issued and outstanding right of Global ●On May13, 2025, Merger Sub merged with and into K Enter, resu