K Wave Media 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)

No. 333-278221

PROXY STATEMENT FOR
STOCKHOLDER MEETING OF

GLOBAL STAR ACQUISITION INC.

PROSPECTUS FOR THE REGISTRATION OF
64,295,053 SHARES OF COMMON STOCK;

9,698,225 WARRANTS AND

9,698,225 RIGHTS OF

K WAVE MEDIA LTD.

To the Stockholders of Global Star Acquisition Inc.:

You are cordially invited to attend the special meeting of the Stockholders of Global Star Acquisition Inc. (“Global Star”), which will be held at 9:30 a.m., Eastern time, on February 3, 2025 (the “Special Meeting”). Global Star will be holding the Special Meeting via teleconference using the following dial-in information:

Global Star Acquisition Inc. Virtual Shareholder Meeting Information:

Meeting Date: February 3, 2025

Meeting Time: 9:30 a.m. Eastern Time

Special Meeting-meeting webpage (information, webcast, telephone access and replay):

https://www.cstproxy.com/globalstarspac/bc2025

Telephone access (listen-only):

Within the U.S. and Canada:

1 800-450-7155 (toll-free)

Outside of the U.S. and Canada:

+1 857-999-9155 (standard rates apply)

Conference ID: 7921345#

Global Star is Delaware company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which Global Star refer to as a “target business.”

Global Star has entered into a merger agreement, dated as of June 15, 2023, as amended on March 11, 2024, June 28, 2024, July 25, 2024 and December 11, 2024 (the “Merger Agreement”), which provides 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: (i) 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 (ii) one (1) 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.” On July 13, 2023, PubCo and Merger Sub executed a written joinder agreement to become parties to the Merger Agreement, accordingly, the Merger Agreement is by and among Global Star, PubCo, Merger Sub, and K Enter. 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 (as defined below) valued at $10.00 per share. K Enter currently has limited operations and does not presently own a controlling interest in any other entities.

At the Special Meeting, Global Star stockholders will be asked to consider and vote upon the following proposals:

Proposal 1. Reincorporation Merger — to consider and vote on a proposal to adopt and approve the merger agreement, dated as of June 15, 2023, as modified by the joinder agreement, dated July 13, 2023, the First Amendment, dated March 11, 2024, the Second Amendment, dated June 28, 2024, the Third Amendment to Merger Agreement, dated July 25, 2024 and the Fourth Amendment to Merger Agreement, dated December 11, 2024 (the “Merger Agreement”), by and among Global Star Acquisition Inc., a Delaware corporation (“Global Star”), K Enter Holdings Inc., a Delaware corporation (“K Enter”), K Wave Media Ltd., a Cayman Islands exempted company (“PubCo”) and GLST Merger Sub, Inc., a Delaware corporation (“Merger Sub”), to effect Global Star’s initial business combination pursuant to which, among other things, (1) Global Star will merge with and into PubCo that is a wholly owned subsidiary of Global Star, with PubCo being the surviving corporation in such merger, thereby consummating a change in Global Star’s domicile from a Delaware corporation to a Cayman Islands exempted company (the “Reincorporation Merger”). Global Star refers to this as the “Reincorporation Merger Proposal” or “Proposal No. 1;” A copy of the Merger Agreement is attached to the accompanying proxy statement as Annex A;

Proposal 2. Acquisition Merger — to consider and vote on a proposal to adopt and approve the subsequent merger set forth in the Merger Agreement, pursuant to which the K Enter will merge with and into Merger Sub that is a wholly owned subsidiary of PubCo, with K Enter as the surviving corporation in such merger, thereby consummating PubCo’s acquisition, through its Merger Sub, of K Enter (the “Acquisition Merger”), and, after giving effect to the Acquisition Merger, K Enter being a wholly owned subsidiary of PubCo. Global Star refers to this as the “Acquisition Merger Proposal” or “Proposal No. 2;” The Reincorporation Merger, the Acquisition Merger and such other transactions contemplated by the Merger Agreement are hereinafter collectively referred as the “Business Combination” and Proposals 1 and 2 are collectively referred to as the “Business Combination Proposals”.

Proposal 3. The Governance Proposal — to consider and vote, on a non-binding advisory basis, on four separate governance proposals relating to the following material differences between Global Star’s current amended and restated certificate of incorporation (the “GLST Charter”) and PubCo’s Amended and Restated Memorandum and Articles of Association (the “PubCo Charter”). These four separate governance proposals are collectively referred to as the “Governance Proposal”:

a. through the Reincorporation Merger, Global Star shall merge with and into PubCo and Global Star, the Delaware corporation, shall cease to exist and PubCo shall be the surviving company and the name of the surviving company will be “K Wave Media, Ltd.”;

b. following the Reincorporation Merger the authorized shares of the surviving corporation shall change from (i) 100,000,000 shares of Global Star Class A Common Stock, 10,000,000 shares of Global Star Class B Common Stock and 1,000,000 shares of preferred stock to (ii) $100,000 divided into 990,000,000 PubCo Ordinary Shares and 10,000,000 PubCo Preference Shares;

c. deleting the forum selection provision providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act and the PubCo Charter adopts the Cayman Islands as the exclusive forum for certain shareholder litigation; provided, however, that this exclusive forum provision shall not apply to any action or suits brought to enforce any liability or duty created by the United States Securities Act of 1933, as amended, the Exchange Act, or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim; and

d. deleting the election to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested shareholders.

A copy of the form of PubCo’s Amended and Restated Memorandum and Articles of Association is attached to this proxy statement/ prospectus as Annex B. Global Star refers to this as the “Governance Proposal” or “Proposal No. 3;”

Proposal 4. Election of Directors of PubCo Proposal — to consider and vote on a proposal to approve PubCo’s Board of Directors (the “PubCo Board”) in regards to the following persons: Pyeung Ho Choi, Young Jae Lee, Tan Chin Hwee, Ted Kim, Han Jae Kim, Hyung Seok Cho and Tae Woo Kim to serve on PubCo’s Board of Directors. Global Star refers to this as the “Director Proposal” or “Proposal No. 4;”;

Proposal 5. The PubCo 2023 Equity Incentive Plan Proposal — to consider and vote on a proposal to approve PubCo’s 2023 Equity Incentive Plan (the “Incentive Plan”). Global Star refers to this as the “Incentive Plan Proposal” or “Proposal No. 5.” A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex C.

Proposal 6. The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus. Global Star refers to this as the “Adjournment Proposal” or “Proposal No. 6” and, together with the Reincorporation Merger Proposal, the Acquisition Merger Proposal, and the Incentive Plan Proposal, the “Proposals.”

Upon the closing of the Acquisition Merger, (i) each share of K Enter capital stock, if any, that is owned by Company or Merger Sub (or any other subsidiary of Company) or K Enter (as treasury stock or otherwise), will automatically be cancelled and retired without any conversion, (ii) each share of K Enter preferred stock issued and outstanding shall be deemed converted into shares of K Enter common stock, (iii) each share of K Enter common stock issued and outstanding, including shares of K Enter common stock deemed outstanding as a result of the mandatory conversion of K Enter preferred stock, shall be converted into the right to receive a number of PubCo Ordinary Shares equal to the Conversion Ratio, and (iv) each share of Merger Sub common stock issued and outstanding shall be converted into and become one newly issued, fully paid and nonassessable share of K Enter common stock. Conversion Ratio means the quotient obtained by dividing (a) 59,000,000 PubCo Ordinary Shares, by (b) the Aggregate Fully Diluted K Enter Common Shares. Aggregate Fully Diluted K Enter Common Shares means the sum of (a) all shares of K Enter common stock that are issued and outstanding immediately prior to the Closing; plus (b) the aggregate shares of K Enter common stock issuable upon conversion of all shares of K Enter preferred stock that are issued and outstanding immediately prior to the Closing; plus (c) the aggregate shares of K Enter common stock issuable upon full conversion, exercise or exchange of any other securities of K Enter outstanding immediately prior to the Closing directly or indirectly convertible into or exchangeable or exercisable for K Enter.

It is anticipated that, upon consummation of the Business Combination, Global Star’s public stockholders will own approximately 3.3% of the issued PubCo Ordinary Shares, the Sponsor (as defined below) and Initial Stockholders will own approximately 4.5% of the issued PubCo Ordinary Shares, and K Enter’s current stockholders will own approximately 92.2% of the issued PubCo Ordinary Shares. These relative percentages assume that (i) none of Global Star’s existing public stockholders exercise their redemption rights, as discussed herein; and (ii) there is no exercise or conversion of PubCo Warrants. The exercise of the PubCo Warrants by some, but not all, of the warrant holders will result in dilution to the former Global Star public stockholders not exercising such PubCo Warrants.

If any of Global Star’s existing public stockholders exercise their redemption rights, the anticipated percentage ownership of Global Star’s existing stockholders will be reduced. For example, if 25% of Global Star’s public stockholders exercise their redemption rights, then the PubCo Ordinary Shares would be owned 92.6% by the K Enter stockholders, 2.8% by the former Global Star public stockholders and 4.6% by the Sponsor and Initial Stockholders. Further, if 25% of Global Star’s public stockholders exercise their redemption rights and all of the Global Star warrants and convertible securities are exercised, then the PubCo Ordinary Shares would be owned 79.7% by the K Enter stockholders, 2.4% by the former Global Star public stockholders and 4.0% by the Sponsor and Initial Stockholders Alternatively, if 100% of Global Star’s public stockholders exercise their redemption rights, then the PubCo Ordinary Share would be owned 93.9% by the K Enter stockholders, 1.4% by the former Global Star public stockholders and 4.7% by the Sponsor and Initial Stockholders. Likewise, if 100% of Global Star’s public stockholders exercise their redemption rights and all of the Global Star warrants and convertible securities are exercised, then the PubCo Ordinary Shares would be owned 80.7% by the K Enter stockholders, 1.3% by the former Global Star public stockholders and 4.1% by the Sponsor and Initial Stockholders No stockholder will have a controlling interest in PubCo. Further, both Global Star and K Enter have agreed to use their best efforts to complete a $50 million PIPE Financing that would result in further dilution, but the amount of such dilution cannot be determined until the terms of the PIPE Financing have been negotiated. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The closing of the business combination is subject to certain conditions, including K Enter’s acquisition of the controlling equity interests of the Six Korean Entities. K Enter currently has limited operations and does not presently own a controlling interest in any other entities. For more information, see the questions and answers titled “When is the acquisition of the Six Korean Entities expected to occur?” and “What if there are material developments or changes relating to the acquisition by K Enter of the Six Korean Entities prior to the Special Meeting?” and “What if K Enter’s acquisition of the Six Korean Entities does not occur prior to the Special Meeting?” in the Section titled “Questions and Answers about the Business Combination and the Special Meeting” beginning on page 6.

K Enter’s acquisition of the Six Korean Entities is a closing condition to the Business Combination, and while this condition can be waived, Global Star does not currently intend to waive this condition. K Enter expects to close the acquisitions of the controlling equity interests of the Six Korean Entities within 24 to 72 hours after this proxy statement/prospectus on Form F-4 is declared effective by the U.S. Securities and Exchange Commission (“SEC”). In addition, Global Star will not mail proxy materials to its shareholders for the Special Meeting until after K Enter closes the acquisitions of the controlling equity interests of all of the Six Korean Entities. PubCo shall include the date that K Enter completes the acquisitions of the controlling equity interests of all 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.

In the event that K Enter does not complete the acquisitions of the controlling equity interests of all of the Six Korean Entities, PubCo will file a post-effective amendment to its Registration Statement on Form F-4 (the “Post-Effective Amendment”) disclosing that K Enter did not complete its contemplated acquisitions of the controlling equity interests of all of the Six Korean Entities (and the material information concerning such event) and Global Star will not mail proxy materials to its shareholders for the Special Meeting (or hold its Special Meeting) until after the Post-Effective Amendment is declared effective by the SEC. Global Star’s shareholders will not be able to vote for or against the Business Combination until after they receive a definitive proxy statement, which will only be mailed after the later of (i) the successful consummation of the acquisition of the controlling interests of all of the Six Korean Entities or (ii) the declaration of effectiveness by the SEC of the Post-Effective Amendment.

As of January 3, 2025, K Enter completed the acquisitions of the controlling equity interests of each of the Six Korean Entities.

Global Star common shares are currently listed on the Nasdaq Capital Market under the symbol “GLST.” PubCo intends to apply to list the PubCo Ordinary Shares and PubCo Warrants on the Nasdaq Stock Market under the symbols “KWM” and “KWMW” respectively, in connection with the closing of the Business Combination. Global Star cannot assure you that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 36 for a discussion of information that should be considered in connection with an investment in PubCo securities.

As of January 3, 2025, there was approximately $4.3 million in Global Star’s trust account. On January 3, 2025, the last sale price of GLST Common Stock was $11.97.

Global Star’ stockholders are not entitled to exercise appraisal or dissenters rights in connection with the Business Combination. Pursuant to Global Star’s amended and restated certificate of incorporation, Global Star is providing its public stockholders with the opportunity to redeem all or a portion of their shares of GLST Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Global Star’s trust account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding shares of GLST Common Stock that were sold as part of the GLST Units in Global Star’s initial public offering (“IPO”), subject to the limitations described herein. Global Star estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $11.45 per share, subject to reduction for the payment of taxes, at the time of the Special Meeting. Global Star’s public stockholders may elect to redeem their shares even if they vote for the Reincorporation Merger or do not vote at all. Global Star has no specified maximum redemption threshold under the Global Star’s amended and restated certificate of incorporation. It is a condition to closing under the Merger Agreement, however, that Global Star has, in the aggregate, not less than $5,000,001 of net tangible assets or is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act. If redemptions by Global Star public stockholders cause Global Star to be unable to meet this closing condition, then Global Star may not be required to consummate the Business Combination, although Global Star and K Enter may, in their sole discretion, waive this condition. In the event that Global Star waives this condition, Global Star does not intend to seek additional stockholder approval or to extend the time period in which its public stockholders can exercise their redemption rights. Holders of outstanding GLST Warrants and GLST Rights do not have redemption rights in connection with the Business Combination.

Global Star is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Sponsor and K Enter, which own approximately 19.26% and 2.0%, respectively, of GLST Common Stock as of the record date, are expected to vote their Common Stock in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, which transactions comprise the Business Combination, and intend to vote for the Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those proposals.

Each stockholder’s vote is very important. Whether or not you plan to attend the Special Meeting in person, please submit your proxy card without delay. Global Star’s stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person if such stockholder subsequently chooses to attend the Special Meeting. If you are a holder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals. And broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting of stockholders and, if a quorum is present, will have the effect of a vote against the Business Combination Proposal and no effect on the adjournment proposal. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Global Star encourages you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 36.

Global Star board of directors has unanimously approved the Merger Agreement and unanimously recommends that Global Star stockholders vote “FOR” approval of each of the Proposals. When you consider Global Star board of director’s recommendation of these Proposals, you should keep in mind that Global Star’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a stockholder. See the section titled “Proposals to be Considered by Global Star Stockholders: The Business Combination — Interests of Global Star’s Directors and Executive Officers in the Business Combination.”

On behalf of the Global Star board of directors, I thank you for your support and Global Star looks forward to the successful consummation of the Business Combination.

If you have any questions or need assistance voting your ordinary shares, please contact Laurel Hill Advisory Group, LLC, Global Star’s proxy solicitor, by calling (855)-414-2266, or banks and brokers can call collect at (516) 396-7902, or by emailing GLST@laurelhill.com. The notice of the stockholder meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/globalstarspac/bc2025.

The accompanying proxy statement/prospectus provides stockholders of Global Star with detailed information about the Business Combination and other matters to be considered at the stockholder meeting of Global Star. Global Star encourages you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. In particular, when you consider the recommendation of the board of directors of Global Star to vote in favor of the proposals described in this proxy statement/prospectus, you should keep in mind that Global Star’s directors and officers have interests in the Business Combination that are different from, in addition to or may conflict with your interests as a shareholder. For instance, the Sponsor, and the officers and directors of Global Star who have invested in the Sponsor entity, will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. See the section entitled “Interests of Global Star’s Directors and Officers in the Business Combination” for a further discussion. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 36 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated January 7, 2025, and is first being mailed to Global Star’s stockholders on or about January 7, 2025.

GLOBAL STAR ACQUISITION INC.

1641 International Drive Unit 208

McLean, VA

NOTICE OF STOCKHOLDER MEETING

TO BE HELD ON FEBRUARY 3, 2025

TO THE STOCKHOLDERS OF GLOBAL STAR ACQUISITION INC.:

NOTICE IS HEREBY GIVEN that a meeting of the stockholders (the “stockholder meeting”) of Global Star Acquisition Inc., a Delaware corporation (“Global Star”), will be held on February 3, 2025, at 9:30 Eastern Time at https://www.cstproxy.com/globalstarspac/bc2025, unless the stockholder meeting is adjourned. Global Star also intends to hold the stockholder meeting through a “virtual” or online method. You will be able to attend the stockholder meeting online, vote and submit your questions during the stockholder meeting by visiting https://www.cstproxy.com/globalstarspac/bc2025. To register and receive access to the stockholder meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

a. through the Reincorporation Merger, Global Star shall merge with and into PubCo and Global Star, the Delaware corporation, shall cease to exist and PubCo shall be the surviving corporation and the name of the surviving corporation will be “K Wave Media, Ltd.”;

d. deleting the election to not be governed by Section 203 of the DGCL and limiting certain corporate takeovers by interested shareholders.

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Global Star will not consummate the Business Combination. If Global Star does not consummate the Business Combination and fails to complete an initial business combination by February 22, 2025 (or June 22, 2025 in the event Global Star extends the time it has to complete an initial business combination to the fullest extent), Global Star will be required to dissolve and liquidate.

As of December 13, 2024, there were 3,214,100 shares of GLST Common Stock issued and outstanding and entitled to vote. Only Global Star stockholders who hold shares of record as of the close of business on December 13, 2024 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. This proxy statement/prospectus is first being mailed to Global Star stockholders on or about January 7, 2025. Approval of each of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding GLST Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Assuming that a quorum is present, attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals.

This proxy statement/prospectus and accompanying proxy card is being provided to Global Star’s stockholders in connection with the solicitation of proxies to be voted at the stockholder meeting and at any adjournment of the stockholder meeting. Whether or not you plan to attend the stockholder meeting, all of Global Star’s stockholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 36 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Global Star has unanimously approved the Merger Agreement and recommends that stockholders vote “FOR” the adoption of the Merger Agreement and “FOR” all other proposals presented to Global Star’s stockholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Global Star, you should keep in mind that Global Star’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Business Combination Proposals — Interests of Global Star’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, a public shareholder may request that Global Star redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares, GLST Warrants and GLST Rights prior to exercising your redemption rights with respect to the public shares;

(ii)

submit a written request to Global Star’s transfer agent in which you (a) request that Global Star redeem all or a portion of your public shares for cash, and (b) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and (c) deliver your public shares to Continental, Global Star’s transfer agent, physically or electronically through The Depository Trust Company; and

(iii)

deliver your certificates for public shares (if any) along with the redemption forms to Continental, Global Star’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 pm, Eastern Time, on January 30, 2025 (two business days before the scheduled vote at the stockholder meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares, GLST Warrants and GLST Rights prior to exercising redemption rights with respect to the public shares. Public holders that hold their units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the units into the underlying public shares, GLST Warrants and GLST Rights, or if a holder holds units registered in its own name, the holder must contact Global Star’s transfer agent directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Global Star’s transfer agent in order to validly redeem its shares. Public stockholders may elect to redeem public shares regardless of if or how they vote in respect of the Business Combination Proposals and regardless of whether they hold public shares on the record date. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Global Star’s transfer agent, PubCo will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of Global Star’s initial public offering (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on approximately $4,364,690 in the Trust Account and 380,875 shares subject to possible redemption, in each case, as of December 13, 2024, this would have amounted to approximately $11.45 per issued and outstanding public share, subject to reduction for the payment of taxes. If a holder of public shares exercises its redemption rights in full, then such holder will be electing to exchange its public shares for cash and will no longer own public shares. See “Stockholder Meeting of Global Star — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

On behalf of Global Star’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

	Sincerely,

	/s/ Anthony Ang
	Anthony Ang Chief Executive Officer and Chairman of the Board of Directors

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated January 7, 2025, and is first being mailed to stockholders on or about January 7, 2025.

TABLE OF CONTENTS

		Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
USE OF CERTAIN TERMS		3
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING		6
DELIVERY OF DOCUMENTS TO GLOBAL STAR’S STOCKHOLDERS		17
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		18
SECURITIES AND DIVIDENDS		35
RISK FACTORS		36
THE SPECIAL MEETING OF GLOBAL STAR STOCKHOLDERS		88
PROPOSAL NO. 1 THE REINCORPORATION MERGER PROPOSAL		94
PROPOSAL NO. 2 THE ACQUISITION MERGER PROPOSAL		107
PROPOSAL NO. 3 THE GOVERNANCE PROPOSALS		154
PROPOSAL NO. 4 THE DIRECTOR PROPOSAL		156
PROPOSAL NO. 5 THE INCENTIVE PLAN PROPOSAL		157
PROPOSAL NO. 6 THE ADJOURNMENT PROPOSAL		165
SELECTED HISTORICAL FINANCIAL INFORMATION OF GLOBAL STAR		166
SELECTED HISTORICAL FINANCIAL INFORMATION OF K ENTER		167
MARKET PRICE AND DIVIDEND INFORMATION		168
BUSINESS OF K ENTER		169
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF K ENTER		204
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PLAY COMPANY		219
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SOLAIRE		226
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF APEITDA		233
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LAMP		239
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BIDANGIL PICTURES		245
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ANSEILEN		251
K WAVE’S BUSINESS		255
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF K Wave media ltd.		256
GLOBAL STAR’S BUSINESS		258
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GLOBAL STAR		260
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		271
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION		280
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION		303
DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF GLOBAL STAR		304
Executive Compensation		315

PUBCO’S DIRECTORS AND EXECUTIVE OFFICERS AFTER THE BUSINESS COMBINATION		316
FOREIGN PRIVATE ISSUER STATUS		323
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		324
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		327
SHARES ELIGIBLE FOR FUTURE SALE		330
DESCRIPTION OF PUBCO’S SECURITIES		332
COMPARISON OF SHAREHOLDERS’ RIGHTS		336
ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS		340
LEGAL MATTERS		341
CHANGE IN PLAY COMPANY’S CERTIFYING ACCOUNTANT		341
EXPERTS		342
SHAREHOLDER PROPOSALS AND OTHER MATTERS		343
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		343
WHERE YOU CAN FIND ADDITIONAL INFORMATION		343
INDEX TO FINANCIAL STATEMENTS		F-1

ANNEX A	MERGER AGREEMENT, FIRST AMENDMENT TO THE MERGER AGREEMENT, SECOND AMENDMENT TO THE MERGER AGREEMENT AND THIRD AMENDMENT TO THE MERGER AGREEMENT	A-1
ANNEX B	FORM OF PUBCO’S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION	B-1
ANNEX C	FORM OF PUBCO’S 2024 EQUITY INCENTIVE PLAN	C-1
ANNEX D	FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT	D-1
ANNEX E	FORM OF LOCK-UP AGREEMENT	E-1
ANNEX F	FAIRNESS OPINION LETTER, DATED JUNE 9, 2023, BY EVEREDGE PTE, LTD. AND OPINION OF EVEREDGE PTE., LTD., DATED JUNE 9, 2023	F-1
ANNEX G	FAIRNESS OPINION LETTER, DATED MARCH 12, 2024, REVISED APRIL 29, 2024, BY EVEREDGE PTE, LTD AND OPINION OF EVEREDGE PTE., LTD., DATED MARCH 12, 2024, REVISED APRIL 29, 2024.	G-1

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by PubCo (File No. 333-278221) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Ordinary Shares to Global Star’s stockholders, (ii) the PubCo Warrants to holders of GLST Warrants in exchange for the GLST Warrants, (iii) the PubCo Rights in exchange for the GLST Rights (iv) the PubCo Ordinary Shares underlying the PubCo Rights, (v) PubCo Ordinary Shares to the stockholders of K Enter and (vi) the investors in the PIPE Financing, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Special Meeting at which Global Star’s stockholders will be asked to consider and vote upon the Proposals to approve the Reincorporation Merger, the Acquisition Merger, the Incentive Plan Proposal and the Adjournment Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 20-F with the SEC no later than four months following its fiscal year end. Global Star files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Global Star’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact Global Star’s proxy solicitor, Laurel Hill Advisory Group, LLC, individual call toll-free at (855) 414-2266 and banks and brokers call at (516) 396-7902.

All information contained in this proxy statement/prospectus relating to Global Star, PubCo and Merger Sub has been supplied by Global Star, and all such information relating to K Enter has been supplied by K Enter. Information provided by either of Global Star or K Enter does not constitute any representation, estimate or projection of the other party.

Neither Global Star, PubCo, Merger Sub nor K Enter has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus references to the following terms shall be defined as follows:

●

“2023 Plan” or the “Incentive Plan” refer to PubCo 2023 Share Incentive Plan;

●

“Acquisition Merger” refer to the merger, described in the Merger Agreement, between K Enter and Merger Sub, whereby K Enter is the surviving corporation;

●

“Business Combination” refer to the closing of the transactions contemplated by the Merger Agreement, including the Reincorporation Merger and the Acquisition Merger;

●

“Closing Date” refer to the date on which the Business Combination is consummated;

●

“Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

●

“First Amendment” refer to the First Amendment to Merger Agreement, dated March 11, 2024, by and among Global Star, K Enter, PubCo and Merger Sub;

	●	“Founder Shares” means the outstanding shares of GLST Class B Common Stock held by the Sponsor, Global Star’s directors and affiliates of Global Star’s management team in the total amount of 2,140,000 shares.

	●	“Fourth Amendment” means the Fourth Amendment to Merger Agreement, dated December 11, 2024, by and among Global Star, K Enter, PubCo and Merger Sub;

●

“Global Star” or “GLST” or the “Company” refer to Global Star Acquisition Inc., a Delaware corporation;

●

“GLST Charter” refers to GLST’s Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on September 19, 2022.

●

“GLST Common Stock” refers collectively to GLST Class A Common Stock, $0.0001 par value per share and GLST Class B Common Stock, $0.0001 par value per share;

●

“GLST Class A Common Stock” are to Global Star’s Class A Common Stock, $0.0001 par value per share;, sold as part of the units in the IPO (whether they are purchased in the IPO or thereafter in the open market)

●

“GLST Class B Common Stock” are to Global Star’s Class B Common Stock, $0.0001 par value per share;

●

“GLST Rights” are to the rights sold as part of the units in the IPO (whether they are purchased in the IPO or thereafter in the open market). The GLST Rights entitle the holder to receive 1/10 of one share of GLST Class A Common Stock upon the consummation of the Business Combination;

●

“GLST Warrants” are to redeemable warrants sold as part of the units in the IPO (whether they are purchased in the IPO or thereafter in the open market, including warrants that may be acquired by Global Star’s sponsor or its affiliates in this offering or thereafter in the open market). The GLST Warrants entitle the holder to purchase one share of GLST Class A Common Stock for $11.50 per share;

●

“GLST Units” are to Global Star Units sold in the IPO at a price of $10 per unit (whether they are purchased in the IPO or thereafter in the open market, including warrants that may be acquired by Global Star’s sponsor or its affiliates in this offering or thereafter in the open market). The GLST Units consist of one share of Class A Common Stock, one GLST Warrant and one GLST Right;

●

“IFRS” refer to International Financial Reporting Standards issued by the IFRS Foundation and the International Accounting Standards Board.

●

“Initial Stockholders” are the initial stockholders of Global Star, including Anthony Ang, Nicholas Khoo, Shan Cui, Stephen Drew, Argon Lam Chun Win, Yang Kan Chong, Hai Chwee Chew and Jukka Rannila and excluding the Sponsor.

●

“IPO” refer to the initial public offering of 8,000,000 units of Global Star consummated on September 22, 2022;

●

“Joinder Agreement” refer to as the Joinder Agreement, dated July 13, 2023, entered into among PubCo, Merger Sub, Global Star and K Enter.

●

“K Enter” refers to K Enter Holdings Inc., a Delaware corporation;

●

“K Enter Charter” refers to K Enter’s Second Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on May 31, 2023.

●

“K Enter Common Stock” refer to the shares of K Enter’s common stock, $0.0001 par value per share.

●

“Merger Agreement” refer to the Merger Agreement, dated June 15, 2023, by and between Global Star and K Enter, as modified by the Joinder Agreement, dated July 13, 2023, the First Amendment to Merger Agreement, dated March 11, 2024, the Second Amendment to Merger Agreement, dated June 28, 2024, the Third Amendment to Merger Agreement to Merger Agreement, dated July 25, 2024 and the Fourth Amendment to Merger Agreement dated December 11, 2024;

●

“Merger Sub” refer to GLST Merger Sub, Inc., a Delaware corporation;

●

“New K Enter” refers to K Enter after the closing of the six (6) equity purchase agreements with (1) Play Company Co., Ltd.; (2) Solaire Partners LLC; (3) Apeitda Co., Ltd.; (4) The LAMP Co., Ltd.: (5) Bidangil Pictures Co., Ltd.; and (6) Studio Anseilen Co., Ltd.

●

“PIPE Financing” refers to Global Star’s plan to use its best efforts to consummate a capital raise of $50,000,000, with the assistance and cooperation of K Enter, with the closing to occur simultaneously with the closing of the Business Combination.

●

“Plan of Merger” refers to the statutory plan of merger to be filed with the Registrar of Companies in the Cayman Islands to effect the Reincorporation Merger;

●

“Preferred Stock” refers to the Series A Preferred Stock and the Series A-1 Preferred Stock combined.

●

“Private Rights” are to the rights sold as part of the Private Units sold in the private placement that occurred simultaneously with the closing of the IPO. The Private Rights entitle the holder to receive 1/10 of one share of GLST Class A Common Stock upon the consummation of the Business Combination;

●

“Private Warrants” are to the redeemable warrants sold as part of the Private Units sold in the private placement that occurred simultaneously with the closing of the IPO. The Private Warrants entitle the holder to purchase one share of GLST Class A Common Stock for $11.50 per share;

●

“Private Units” are to the private units sold in the private placement that occurred simultaneously with the closing of the IPO at $10 per unit. The Private Units consist of one share of Class A Common Stock, one Private Warrant and one Private Right;

●

“PubCo” or “K Wave” or the “Registrant” refer to K Wave Media Ltd., a Cayman Islands exempted company;

●

“PubCo Ordinary Shares” or “K Wave Ordinary Shares” refer to PubCo’s ordinary shares;

●

“PubCo Rights” or “K Wave Rights” refer to PubCo’s rights which entitle the holder to receive 1/10 of one PubCo Ordinary Share upon the consummation of the Acquisition Merger;

●

“PubCo Warrants” or “K Wave Warrants” refer to PubCo’s redeemable warrants which entitle the holder to purchase one PubCo Ordinary Share for $11.50;

●

“PubCo Charter” or “K Wave Charter” refers to PubCo’s Amended and Restated Memorandum and Articles of Association, to be in effect upon the consummation of the Business Combination.

●

“public shares” are to shares of Global Star Class A Common Stock sold as part of the units in the IPO (whether they are purchased in this offering or thereafter in the open market);

●

“Reincorporation Merger” refer to the merger, described in the Merger Agreement, between Global Star and PubCo, whereby PubCo is the surviving corporation.

	●	“Representative” refer to EF Hutton, division of Benchmark Investments LLC, the underwriter for the Global Star initial public offering, now known as D. Boral Capital LLC.

	●	“Second Amendment” refer to the Second Amendment to Merger Agreement, dated June 28, 2024, by an among Global Star, K Enter, PubCo and Merger Sub;

	●	“Series A Preferred Stock” refer to the shares of K Enter’s Series A Convertible Preferred Stock, $0.0001 par value per share.

	●	“Series A-1 Preferred Stock” refer to the shares of K Enter’s Series A-1 Convertible Preferred Stock, $0.0001 par value per share.

	●	“Sponsor” refer to Global Star Acquisition 1 LLC;

●

“Seven Korean Entities” refers to (1) Play Company Co., Ltd., (2) Solaire Partners LLC, (3) Apeitda Co., Ltd., (4)The LAMP Co., Ltd., (5) Bidangil Pictures Co., Ltd., (6) Studio Anseilen Co., Ltd. and (7) First Virtual Lab Inc., collectively;

●

“Six Korean Entities” refers to (1) Play Company Co., Ltd., (2) Solaire Partners LLC, (3) Apeitda Co., Ltd., (4)The LAMP Co., Ltd., (5) Bidangil Pictures Co., Ltd., and (6) Studio Anseilen Co., Ltd., collectively;

●

“Third Amendment” refer to the Third Amendment to Merger Agreement, dated July 25, 2024, by an among Global Star, K Enter, PubCo and Merger Sub;

●

“US Dollars,” “$,” or “US$” refer to the legal currency of the United States; and

●

“U.S. GAAP” refer to accounting principles generally accepted in the United States.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

What is the purpose of this document?

Global Star is proposing to consummate the Business Combination. The Business Combination consists of the Reincorporation Merger and the Acquisition Merger, each of which are described in this proxy statement/prospectus. In addition, the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Reincorporation Merger and the Acquisition Merger will each require the affirmative vote of the holders of a majority of the issued and outstanding GLST Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof.

What is being voted on at the Special Meeting?

Below are the Proposals that the Global Star’s stockholders are being asked to vote on:

●

The Reincorporation Merger Proposal to approve the Reincorporation Merger;

●

The Acquisition Merger Proposal to approve the Acquisition Merger;

●

The Governance Proposal to approve, on a non-binding advisory basis, four separate governance proposals relating to material differences between Global Star’s current amended and restated certificate of incorporation and PubCo’s Amended and Restated Memorandum and Articles of Incorporation;

●

The Director Proposal to elect the following persons: Pyeung Ho Choi, Young Jae Lee, Tan Chin Hwee, Ted Kim, Han Jae Kim, Hyung Seok Cho and Tae Woo Kim to serve on PubCo’s Board of Directors;

●

The Incentive Plan Proposal to approve PubCo’s Incentive Plan; and

●

The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Global Star does not receive the requisite stockholder vote to approve the above Proposals.

Approval of each of the Proposals requires the affirmative vote of the holders of a majority of the issued and outstanding GLST Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof;.

Will Global Star or K Enter be raising any financing in connection with the Business Combination?

Global Star and K Enter intend to use their best efforts to raise $50 million in a PIPE financing transaction or pre-PIPE financing transaction (i.e., a capital raise by K Enter prior to the Business Combination) in connection with the closing of the Business Combination. The PIPE or pre-PIPE financing may take the form of equity financing or debt financing, including convertible debt. A PIPE or pre-PIPE financing is not a condition to the closing of the Business Combination. If successful in securing such a financing, the proceeds of the financing will be used by PubCo to fund its working capital for operations and to fund future acquisitions by PubCo. In the event Global Star is able to secure a PIPE or pre-PIPE financing, such financing will have a dilutive effect on the shareholders of PubCo. Currently, Global Star has not received any commitments for a PIPE financing and there can be no assurances that Global Star will be able to consummate a PIPE or pre-PIPE financing in connection with the Business Combination.

If Global Star and K Enter are unable to raise a PIPE or pre-PIPE Financing prior to the closing of the Business Combination, PubCo will fund its working capital from cash flow from operations and PubCo plans to use its best efforts to complete a capital raise of $20 million to $50 million through a public or private equity offering or a debt offering following the closing of the Business Combination. However, there can be no assurances that PubCo will be able to raise additional capital through a public or private equity or debt offering following the closing of the Business Combination. K Enter will not require a capital raise to complete the acquisitions of the controlling interests of the Six Korean Entities because the only consideration to be tendered by K Enter to consummate the closing of the acquisitions of the controlling interests of the Six Korean Entities is shares of common stock of K Enter. Pursuant to the share purchase agreement between K Enter and the current owner of Play Company, PubCo is required to pay to the current owner of Play Company (i) a payment of 18.1 billion won (approximately $13.2 million within three months of the closing of the Business Combination, (ii) a payment of 9.05 billion won (approximately $6.57 million) by January 31, 2025 and (iii) a payment of 9.05 billion won (approximately $6.57 million) by January 31, 2026. Due to the fact that Global Star has approximately $13 million dollars in its trust account, absent a capital raise before or after the closing of the Business Combination, PubCo may not have sufficient funds to make the post-closing payments to the current owner of Play Company. If PubCo does not have the available cash to make the required payment to the current owner of Play Company, PubCo may negotiate with the current owner of Play Company to modify the post-closing payments or to extend the due dates for the post-closing payments. Global Star and K Enter believe that funds from the operations may not be sufficient to pay the second and third payments timely. Therefore, a capital raise post-completion of the Business Combination may become necessary. Also, the failure to raise adequate PIPE financing will delay PubCo’s ability to invest in new media content, which will adversely impact revenues and cash flow during 2024 and 2025.

Q:	Are any of the proposals conditioned on one another?

Yes, the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, Global Star will not consummate the Business Combination. If Global Star does not consummate the Business Combination and fails to complete an initial business combination by February 22, 2025 (unless Global Star elects to extend the time it has to complete the initial business combination to June 22, 2025), Global Star will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

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

Global Star’s directors and officers may have interests in the Business Combination that are different from your interests as a stockholder. Global Star’s Sponsor and officers and directors purchased 2,300,000 shares of GLST Class B Common Stock, which we refer to herein as “Founder Shares,” for an aggregate purchase price of $25,000 and 498,225 Private Units for which they paid an aggregate purchase price of $4,982,250. Specifically: the Sponsor owns 2,798,225 shares of GLST Common Stock; Anthony Ang and Ted Kim beneficially own 1,640,000 shares of GLST Common Stock by virtue of serving as the managing members of the Sponsor, and Mr. Ang also owns 300,000 shares of GLST Common Stock directly; Nicholas Khoo owns 50,000 shares of GLST Common Stock; and Stephen Drew owns 20,000 shares of GLST Common Stock. In addition, on July 12, 2023, the Sponsor sold 160,000 Founder Shares to K Enter for $1,600,000. Thereafter, the Sponsor loaned the $1.6 million to Global Star in exchange for an unsecured, non-interest-bearing promissory note, $1.5 million of which will be converted into 150,000 Global Star Units in connection with the completion of the Business Combination. Stephen Drew, a director of Global Star served as a director of K Enter Holdings, Inc. from January 3, 2023 to April 25, 2023.

Also, Ted Kim, the manager of the Sponsor and a co-founder and director of K Enter, owns 19,564 shares or 10.12% of the shares of common stock of K Enter based on the shares of K Enter to be issued and outstanding immediately prior to the closing of the Business Combination through his ownership and control of Global Fund LLC, which owns 12,000 shares, and Lodestar USA, Inc., which owns 7,564 shares. Further, Global Star officers and directors collectively own shares of common stock of K Enter representing approximately 8,537 shares or 4.3% of the outstanding shares of K Enter common stock based on the shares of K Enter to be issued and outstanding immediately prior to the closing of the Business Combination. Specifically, Stephen Drew owns 6,000 shares of K Enter common stock, Yang Kan Chong owns 1,337 shares of K Enter common stock, Jukka Rannila, beneficially through Assai OY, owns 600 shares of K Enter common stock. Nicholas Aaron Khoo, the Company’s Chief Operating Officer, owns 600 shares of K Enter common stock, prior to the closing of the Business Combination. All of such investments will expire worthless if a business combination is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive rate of return on their overall investment in the combined company, even if other holders of Global Star’s common stock experience a negative rate of return.

In addition, if the Trust Account is liquidated, including in the event Global Star is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Global Star to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which Global Star has discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per public share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the underwriters of Global Star’s IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

Further, none of Global Star’s officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of Global Star’s Board are expected to continue to serve as directors at least through the date of the special meeting to vote on a business combination and may even continue to serve following any business combination and receive compensation thereafter.

The exercise of Global Star’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Global Star stockholders’ best interests.

When and where is the Special Meeting?

The Special Meeting will take place on February 3, 2025, at 9:30 a.m., Eastern Time. Global Star will be holding its Special Meeting as a teleconference using the following dial-in information:

	1 800-450-7155
	US Toll Free

	+1 857-999-9155
	International Toll

	7921345#
	Participant Passcode

Who may vote at the Special Meeting?

Only holders of record of GLST Class A Common Stock and GLST Class B Common Stock as of the close of business on December 13, 2024 (the record date) may vote at the Special Meeting. As of December 13, 2024, there were 994,100 shares of GLST Class A Common Stock and 2,300,000 shares of GLST Class B Common Stock outstanding and entitled to vote. Please see the section titled “The Special Meeting — Record Date; Who is Entitled to Vote” for further information.

What is the quorum requirement for the Special Meeting?

Shareholders representing a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting must be present in person or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. GLST Common Stock will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Special Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

What vote is required to approve the Proposals?

Approval of the Reincorporation Merger Proposal and the Acquisition Merger Proposal will require the affirmative vote of the holders of sixty-five percent (65%) of the issued and outstanding GLST Common Stock. Approval of the Governance Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding GLST Common Stock present and entitled to vote at the Special Meeting or any adjournment thereof. Under the Director Proposal, directors are elected by a plurality of the votes cast. Since the Reincorporation Merger Proposal and the Acquisition Merger Proposal require the affirmative vote of a majority sixty-five percent (65%) of the issued and outstanding GLST Common Stock, abstaining from voting or failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have the same effect as voting “AGAINST” these Proposals; however, abstaining from voting or failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Director Election Proposal, the Incentive Plan Proposal or the Adjournment Proposal.

How will the Initial Stockholders and the Sponsor vote?

What do I need to do now?

Global Star urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as a Global Star stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Do I need to attend the Special Meeting to vote my shares?

No. You are invited to attend the Special Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your GLST Common Stock. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Global Star encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Am I required to vote against the Reincorporation Merger and the Acquisition Merger Proposal in order to have my GLST Common Stock redeemed?

No. You are not required to vote against the Reincorporation Merger Proposal and the Acquisition Merger Proposal in order to have the right to demand that Global Star redeem your GLST Common Stock for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (including interest earned on your pro rata portion of the trust account, net of taxes payable) before payment of deferred underwriting commissions. These redemption rights in respect of the GLST Common Stock are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of GLST Common Stock electing to exercise their redemption rights will not be entitled to receive such payments and their GLST Common Stock will be returned to them.

How do I exercise my redemption rights?

If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on January 30, 2025 (two business days before the Special Meeting), that Global Star redeem your shares for cash, and (ii) submit your request in writing to Global Star’s transfer agent, at the address listed at the end of this section and deliver your shares to Global Star’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Special Meeting.

Any corrected or changed written demand of redemption rights must be received by Global Star’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of GLST Common Stock as of the record date. Any public stockholder who holds GLST Common Stock on or before January 30, 2025 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004

Attn. Mark Zimkind

E-mail: spacredemptions@continentalstock.com

How can I vote?

If you were a holder of record of GLST Common Stock on December 13, 2024, the record date for the Special Meeting, you may vote with respect to the Proposals in person at the Special Meeting, or by submitting a proxy by mail so that it is received prior to 9:30 a.m. Eastern Time on February 3, 2025, in accordance with the instructions provided to you under the section titled “The Special Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

No. Under Nasdaq rules, your broker, bank or nominee cannot vote your GLST Common Stock with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Global Star believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your GLST Common Stock without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your GLST Common Stock; this indication that a bank, broker or nominee is not voting your GLST Common Stock is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your GLST Common Stock only if you provide instructions on how to vote. You should instruct your broker to vote your GLST Common Stock in accordance with directions you provide.

What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

Global Star will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting of Global Star stockholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

What happens if I sell my GLST Common Stock before the Special Meeting?

The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your GLST Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Special Meeting. However, you would not be entitled to receive any PubCo Ordinary Shares following the consummation of the Business Combination because only Global Star’s stockholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Ordinary Shares in connection with the Business Combination.

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

Prior to the Business Combination, Global Star’s public stockholders who hold shares issued in the IPO own approximately 28.1% of Global Star’s issued and outstanding shares of common stock. After giving effect to the Business Combination and to (i) the issuance of the 59,000,000 PubCo Ordinary Shares in the Acquisition Merger and excluding the 5,900,000 PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan upon closing; (ii) the issuance of up to 1,137,006 PubCo Ordinary Shares to the Global Star stockholders in connection with the Reincorporation Merger (assuming there are no Global Star stockholders who exercise their redemption rights); (iii) issuance of up to 920,000 PubCo Ordinary Shares are issued upon conversion of the PubCo Rights); (iv) assuming no exercise of the PubCo Warrants, Global Star’s current public stockholders will own approximately 3.3% of the issued share capital of PubCo.

Stockholders exercising their redemption rights will retain their Global Star warrants, which will automatically convert into PubCo Warrants. As of the record date for the Special Meeting, there are 9,200,000 Global Star warrants outstanding with an aggregate market value of $276,000 based on the closing price as of January 3, 2025. The future exercise of these warrants will result in dilution to Public Stockholders. Stockholders exercising their redemption rights also will retain their public rights, each of which will automatically convert into one-tenth of a share of PubCo common stock upon the closing of the Business Combination.

Each Global Star Right will automatically convert into one PubCo Right in connection with the Reincorporation Merger. Each 10 PubCo Rights will convert into one PubCo Ordinary Share in connection with the Acquisition Merger. In order to receive a single PubCo Ordinary Share, a rights holder must hold 10 PubCo Rights. There will be no issuance of fractional PubCo Ordinary Shares and those holding fewer than 10 PubCo Rights will not be entitled to receive any PubCo Ordinary Shares.

The following summarizes the pro forma shares of K Wave ordinary shares issued and outstanding immediately after the Business Combination, presented under the five scenarios listed below:

	No Additional Redemptions					25% Redemptions					50% Redemptions					75% Redemptions					Maximum Redemptions
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
K Enter stockholders⁽¹⁾		59,160,000		93.1	%		59,160,000		93.3	%		59,160,000		93.4	%		59,160,000		93.5	%		59,160,000		93.7	%
Global Star public stockholders⁽²⁾		1,300,875		2.1	%		1,205,656		2.0	%		1,110,438		1.8	%		1,015,219		1.7	%		920,000		1.4	%
Sponsor and Insider Stockholders⁽³⁾⁽⁵⁾		2,943,747		4.6	%		2,943,747		4.6	%		2,943,747		4.6	%		2,943,747		4.6	%		2,943,747		4.7	%
Representative Shares		115,000		0.2	%		115,000		0.2	%		115,000		0.2	%		115,000		0.2	%		115,000		0.2	%
Total Shares outstanding at Closing, not reflecting potential sources of dilution⁽⁵⁾		63,519,622		100	%		63,424,403		100	%		63,329,185		100	%		63,233,966		100	%		63,138,747		100	%

Total Shares outstanding at Closing, not reflecting potential sources of dilution⁽⁵⁾		63,519,622		86.0	%		63,424,403		86.0	%		63,329,185		86.0	%		63,233,966		85.9	%		63,138,747		86.0	%
Total Pro Forma Equity at Closing	$	168,680,177				$	167,607,875				$	166,535,573				$	165,463,271				$	164,390,969
Per Share Pro Forma Book Value of Shares outstanding at Closing⁽⁴⁾	$	2.66				$	2.64				$	2.63				$	2.62				$	2.60

(1)	Includes 59,000,000 K Wave Ordinary Shares to be issued upon consummation of the Business Combination 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 and 160,000 K Wave Ordinary shares to be issued in exchange 160,000 shares of Global Star Founder Shares currently owned by K Enter.
(2)	Includes 9,200,000 public shares at June 30, 2024 less 4,052,066 shares redeemed in September 2023, 4,010,928 shares redeemed in June 2024 and 756,131 shares redeemed in November 2024 plus 9,200,000 Public Rights automatically converted into 920,000 shares of Global Star common stock upon consummation of the Business Combination.
(3)	Includes (a) 1,640,000 Founder Shares owned by the Sponsor, (b) 498,225 shares underlying the Private Units plus 498,225 Private Rights automatically converted into 49,822 shares of common stock upon consummation of the Business Combination owned by the Sponsor, (c) 150,000 shares of common stock underlying the Convertible Note plus 150,000 Convertible Note Rights automatically converted into 15,000 shares of common stock upon consummation of the Business Combination owned by the Sponsor, (d) 90,700 shares of common stock from loans converted to shares, and (e) 500,000 Founder Shares owned by the Initial Stockholders.
(4)	The per share pro forma book value of the shares is calculated as Pro forma equity / pro forma shares. Global Star and K Enter intend to use their best efforts to raise $50 million in a PIPE Financing in connection with the closing of the Business Combination, but the PIPE Financing is not a condition to the closing of the Business Combination. If successful in securing a PIPE financing, the proceeds of the PIPE financing will be used by PubCo to fund its working capital for operations and to fund future acquisitions by PubCo. In the event Global Star is able to secure a PIPE financing, such financing will have a dilutive effect on the shareholders of PubCo. Currently, Global Star has not received any commitments for a PIPE financing and there can be no assurances that Global Star will be able to consummate a PIPE financing in connection with the Business Combination.
(5)	Excludes 19,300 shares potentially to be issued to the Sponsor if an additional $193,000 were to be drawn on the Global Star loan and converted into Global Star Class B common stock. Accordingly, K Wave is registering up to an aggregate amount of 64,295,053 Ordinary Shares to be issued in connection with Business Combination on this proxy statement/prospectus.

	No Additional Redemptions					25% Redemptions					50% Redemptions					75% Redemptions					Maximum Redemptions
	Shares		%			Shares		%			Shares		%			Shares		%			Shares		%
K Enter stockholders⁽¹⁾		59,160,000		93.1	%		59,160,000		93.3	%		59,160,000		93.4	%		59,160,000		93.5	%		59,160,000		93.7	%
Global Star public stockholders⁽²⁾		1,300,875		2.1	%		1,205,656		2.0	%		1,110,438		1.8	%		1,015,219		1.7	%		920,000		1.4	%
Sponsor and Insider Stockholders⁽³⁾⁽⁵⁾		2,943,747		4.6	%		2,943,747		4.6	%		2,943,747		4.6	%		2,943,747		4.6	%		2,943,747		4.7	%
Representative Shares		115,000		0.2	%		115,000		0.2	%		115,000		0.2	%		115,000		0.2	%		115,000		0.2	%
Total Shares outstanding at Closing, not reflecting potential sources of dilution⁽⁶⁾		63,519,622		100	%		63,424,403		100	%		63,329,185		100	%		63,233,966		100	%		63,138,747		100	%

Total Shares outstanding at Closing, not reflecting potential sources of dilution⁽⁶⁾		63,519,622		86.0	%		63,424,403		86.0	%		63,329,185		86.0	%		63,233,966		85.9	%		63,138,747		86.0	%
Potential sources of dilution:
Shares underlying Global Star Public Warrants		9,200,000		12.5	%		9,200,000		12.5	%		9,200,000		12.5	%		9,200,000		12.5	%		9,200,000		12.4	%
Shares underlying Global Star Placement Warrants		498,225		0.7	%		498,225		0.7	%		498,225		0.7	%		498,225		0.7	%		498,225		0.7	%
Shares underlying K Enter convertible senior unsecured notes⁽⁵⁾		450,000		0.6	%		450,000		0.6	%		450,000		0.6	%		450,000		0.6	%		450,000		0.6	%
Shares underlying Global Star convertible note warrants		150,000		0.2	%		150,000		0.2	%		150,000		0.2	%		150,000		0.3	%		150,000		0.3	%
Total Shares outstanding at Closing		73,817,847		100	%		73,722,628		100	%		73,627,410		100	%		73,532,191		100	%		73,436,972		100	%
Total Pro Forma Equity at Closing	$	168,680,177				$	167,607,875				$	166,535,573				$	165,463,271				$	164,390,969
Per Share Pro Forma Book Value of Shares outstanding at Closing⁽⁴⁾	$	2.29				$	2.27				$	2.26				$	2.25				$	2.24

(1)

Includes 59,000,000 K Wave Ordinary Shares to be issued upon consummation of the Business Combination 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 and 160,000 K Wave Ordinary shares to be issued in exchange 160,000 shares of Global Star Founder Shares currently owned by K Enter.

(2)

Includes 9,200,000 public shares at June 30, 2024 less 4,052,066 shares redeemed in September 2023, 4,010,928 shares redeemed in June 2024 and 756,131 shares redeemed in November 2024 plus 9,200,000 Public Rights automatically converted into 920,000 shares of Global Star common stock upon consummation of the Business Combination.

(3)

Includes (a) 1,640,000 Founder Shares owned by the Sponsor, (b) 498,225 shares underlying the Private Units plus 498,225 Private Rights automatically converted into 49,822 shares of common stock upon consummation of the Business Combination owned by the Sponsor, (c) 150,000 shares of common stock underlying the Convertible Note plus 150,000 Convertible Note Rights automatically converted into 15,000 shares of common stock upon consummation of the Business Combination owned by the Sponsor, (d) 90,700 shares of common stock from loans converted to shares and (e) 500,000 Founder Shares owned by the Initial Stockholders.

(4)	The per share pro forma book value of the shares is calculated as Pro forma equity / total pro forma shares. Global Star and K Enter intend to use their best efforts to raise $50 million in a PIPE Financing in connection with the closing of the Business Combination, but the PIPE Financing is not a condition to the closing of the Business Combination. If successful in securing a PIPE financing, the proceeds of the PIPE financing will be used by PubCo to fund its working capital for operations and to fund future acquisitions by PubCo. In the event Global Star is able to secure a PIPE financing, such financing will have a dilutive effect on the shareholders of PubCo. Currently, Global Star has not received any commitments for a PIPE financing and there can be no assurances that Global Star will be able to consummate a PIPE financing in connection with the Business Combination.
(5)	In this table we have assumed a $10 per share conversion price, however we note the conversion price in the convertible senior unsecured notes are subject to downward adjustment to a floor price of $4 per share. In the event the conversion price is adjusted downward from $10 per share to the floor price of $4 per share, the number of shares underlying the K Enter convertible senior unsecured notes would be 1,125,000 shares.
(6)	Excludes 19,300 shares potentially to be issued to the Sponsor if an additional $193,000 were to be drawn on the Global Star loan and converted into Global Star Class B common stock. Accordingly, K Wave is registering up to an aggregate amount of 64,295,053 Ordinary Shares to be issued in connection with Business Combination on this proxy statement/prospectus.

Are K Enter’s shareholders required to approve the Acquisition Merger?

Yes. K Enter’s shareholders’ approval of the Acquisition Merger and the Merger Agreement is required to consummate the Business Combination.

Is the consummation of the Business Combination subject to any conditions?

Yes. The obligations of each of Global Star, K Enter, Merger Sub and PubCo to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?1

No appraisal or dissenters’ rights are available to holders of Global Star shares or units in connection with the Business Combination Proposal; however, public shareholders can exercise their redemption rights as described herein. The Global Star board of directors has determined that the redemption proceeds payable to public shareholders who exercise their redemption rights represent the fair value of the public shares. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Can I change my vote after I have mailed my proxy card?

Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Special Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that Global Star’s proxy solicitor receives prior to the Special Meeting. If you hold your GLST Common Stock through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, NY 11753

(855)-414-2266

Email: GLST@laurelhill.com

Should I send in my stock certificates now?

Yes. Global Star’s stockholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Special Meeting. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

When is the Business Combination expected to occur?

Assuming the requisite stockholder approvals are received, Global Star expects that the Business Combination will occur as soon as practicable following the Special Meeting, but only after the registration of the plans of merger by the Registrar of Companies of the Cayman Islands with respect to the Reincorporation Merger and the Acquisition Merger.

When is the acquisition by K Enter of the Six Korean Entities expected to occur?

Subject to satisfaction of the applicable conditions precedent in the equity purchase agreements, Global Star expects that K Enter’s acquisition of the Six Korean Entities will close shortly after the proxy statement/prospectus is declared effective and prior to Global Star’s mailing of the proxy statement to its stockholders in connection with the Special Meeting. 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. K Enter’s acquisition of the Six Korean Entities is a closing condition to the Business Combination, and Global Star does not currently intend to waive this condition.

What if there are material developments or changes relating to the acquisition by K Enter of the Six Korean Entities prior to the Special Meeting?

Global Star will advise its stockholders of the closing of the acquisition of the Six Korean Entities by filing a Current Report on Form 8-K. Global Star will circulate updated or supplemental proxy materials to its stockholders if any material changes to K Enter’s planned acquisition of the Six Korean Entities occur prior to the Special Meeting including if there is any adjustment to the Merger Consideration or if anything other than the successful acquisition by K Enter of the Six Korean Entities occurs. The updated or supplemental proxy materials shall describe such material changes or developments and, as appropriate, provide additional disclosure regarding these developments in describing the background of the Business Combination, any changes to the Merger Consideration, any changes to the Second Fairness Opinion or the applicability thereof, or updated pro forma financial information and such other information as may be appropriate.

What if K Enter’s acquisition of the Six Korean Entities does not occur prior to the Special Meeting?

K Enter’s acquisition of the Six Korean Entities is a closing condition to the Business Combination, and while this condition can be waived, however Global Star does not currently intend to waive this condition. K Enter expects to close the acquisitions of the controlling equity interests of the Six Korean Entities within 24 to 72 hours after this proxy statement/prospectus on Form F-4 is declared effective by the SEC. In addition, Global Star will not mail proxy materials to its shareholders for the Special Meeting until after K Enter closes the acquisitions of the controlling equity interests of all of the Six Korean Entities. PubCo shall include the date that K Enter completes the acquisitions of the controlling equity interests of all 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.

As of January 3, 2025, K Enter completed the acquisitions of the controlling equity interests of each of the Six Korean Entities.

Who will manage PubCo?

PubCo will be managed by its Board of Directors. Messrs. Pyeung Ho Choi, Young Jae Lee, Tan Chin Hwee, Ted Kim, Han Jae Kim, Hyung Seok Cho and Tae Woo Kim shall be the members of the Board of Directors of PubCo. For more information on PubCo’s current and anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Is there a deadline for the Business Combination to occur? What happens if the Business Combination is not consummated?

At a Special Meeting of Stockholders held on November 27, 2024, the stockholders of Global Star approved amendments to Global Star’s Current Charter and the Trust Agreement to extend the deadline for completing a business combination from December 22, 2024 (the “Prior Termination Date”) to up to June 22, 2025 via six one-month extensions provided the Sponsor deposits into the Trust Account extension payments equal to the lesser of $60,000 or $0.02 per outstanding share of common stock sold in the IPO as of the applicable deadline date for each one-month extension. In order to fund these extension payments and interim working capital needs, the Sponsor made a $1.6 million loan to Global Star in exchange for an unsecured, non-interest-bearing promissory note (the “Convertible Note”) in the amount of $1.6 million. The Convertible Note is payable in full upon completion of the Business Combination, and up to $1,500,000 due under the Convertible Note may be converted into Global Star Units, each consisting of one share of GLST Class A Common Stock, one GLST Warrant and one GLST Right, at the conversion rate of $10.00 per unit. On December 4, 2024, Global Star deposited $7,617.50 into the Trust and on December 12, 2024, Global Star deposited $7,617.50 into the Trust, to extend the date by which Global Star must complete a business combination to February 22, 2025 (the “Extended Date”). Global Star can extend the Extended Date to June 22, 2025, by depositing the sum of $7,617.50 into the Trust Account for each such one-month extension (the “New Termination Date”).

If Global Star fails to consummate a business combination prior to the earlier of the Extended Date or the New Termination Date (as it may be extended as described above), Global Star will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the holders of public shares as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Global Star’s remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to Global Star’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In that event, there will be no distribution from the Trust Account with respect to rights, which will expire worthless in the event of Global Star’s winding up. In the event of a liquidation, Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Units.

What happens to the funds deposited in the trust account following the Business Combination?

Following the closing of the Business Combination, holders of GLST Common Stock exercising redemption rights will receive their per share redemption price out of the funds in the trust account. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of December 13, 2024, there was approximately $4,364,690 in Global Star’s trust account. Global Star estimates that approximately $11.45 per outstanding share issued in Global Star’s IPO, subject to reduction for the payment of taxes, will be paid to the public investors exercising their redemption rights, subject to reduction for the payment of taxes. Any funds remaining in the trust account after such uses will be used for future working capital and other corporate purposes of the combined entity.

What are the U.S. federal income tax consequences of exercising my redemption rights?

In the event that a U.S. Holder elects to redeem its GLST Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the GLST Common Stock under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale or exchange of the GLST Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the GLST Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the GLST Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Further, because the Reincorporation Merger will occur immediately prior to the redemption of GLST Common Stock, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Reincorporation Merger. All U.S. Holders considering exercising redemption rights with respect to their GLST Common Stock are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Reincorporation Merger and exercise of redemption rights.

See the section titled “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights.”

Will holders of GLST Common Stock, GLST Rights or GLST Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Business Combination?

Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Business Combination,” the Reincorporation Merger will qualify as a “reorganization” within the meaning of Section 368 of the Code, and, as a result, a U.S. Holder (as defined below) should not recognize gain or loss on the exchange of GLST Common Stock, GLST Rights, or GLST Warrants for PubCo Ordinary Shares or PubCo Warrants, as applicable, pursuant to the Reincorporation Merger. The discussion in “Material U.S. Federal Income Tax Consequences of the Business Combination” reflects the opinion of Nelson Mullins as to the material U.S. federal income tax consequences of the Business Combination to U.S. Holders of GLST Common Stock, GLST Rights, or GLST Warrants, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described therein and otherwise herein (including uncertainty as to whether the Business Combination will be taxable for such U.S. Holders).

If the Reincorporation Merger does not qualify as a reorganization, then a U.S. Holder that exchanges its GLST Common Stock, GLST Rights, or GLST Warrants for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the GLST Common Stock, GLST Rights, and GLST Warrants exchanged.

For a more detailed discussion of certain U.S. federal income tax consequences of the Reincorporation Merger and the Business Combination, see the section titled “Material U.S. Federal Income Tax Consequences of the Business Combination” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Who can help answer my questions?

If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Global Star’s proxy solicitor at:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, NY 11753

(855)-414-2266

Email: GLST@laurelhill.com

You may also obtain additional information about Global Star from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

DELIVERY OF DOCUMENTS TO GLOBAL STAR’S STOCKHOLDERS

Pursuant to the rules of the SEC, Global Star and vendors that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus, unless Global Star has received contrary instructions from one or more of such stockholders. Upon written or oral request, Global Star will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that Global Star deliver single copies of this proxy statement/prospectus in the future. Stockholders may notify Global Star of their requests by contacting Global Star’s proxy solicitor as follows:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, NY 11753

(855)-414-2266

Email: GLST@laurelhill.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, Global Star encourages you to read carefully this entire proxy statement/prospectus, including the Merger Agreement attached as Annex A, the PubCo’s Memorandum and Articles of Association attached as Annex B, the Incentive Plan attached as Annex C and, the Escrow Agreement attached as Annex D. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Global Star’s stockholders.

The Parties to the Business Combination

Global Star Acquisition Inc.

Formation. Global Star is a blank check company incorporated on July 24, 2019, as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, (the “Business Combination”). Global Star is an emerging growth company and, as such, Global Star is subject to all the risks associated with emerging growth companies.

Initial Public Offering. On September 22, 2022, the Company consummated its initial public offering (the “IPO”) of 8,000,000 units (the “Units”). Each Unit consists of one share of Class A Common Stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable GLST Warrant, with each whole GLST Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and one GLST Right, with each GLST Right entitling the holder to receive one-tenth of one share of Class A Common Stock. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $80,000,000. Simultaneously with the consummation of the closing of the IPO, the Company consummated the private placement of an aggregate of 456,225 units (the “IPO Private Placement Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,562,250 (the “IPO Private Placement”).

At the time of the IPO, the underwriters were granted a 45-day over-allotment option to purchase up to 1,200,000 additional Units to cover overallotments, if any (the “Over-Allotment Units”). Subsequently, on September 30, 2022, the underwriters exercised their over-allotment option to purchase 1,200,000 Over-Allotment Units. On October 4, 2022, the Company closed on the Over-Allotment Units through the sale of 1,200,000 Units at a purchase price of $10.00 per share for gross proceeds of approximately $12.0 million.

Simultaneously with the sale of the Over-Allotment Units, the Company consummated the private placement of an aggregate of 42,000 units (the “Over-Allotment Private Placement Units” and together with the IPO Private Placement Units, the “Private Placement Units”) to the Sponsor, at a price of $10.00 per Over-Allotment Private Placement Units, generating total gross proceeds of $420,000

A total of $94,300,000 comprising proceeds from the IPO and proceeds of the Private Placement, net of the underwriting commissions, discounts, and IPO expenses, was deposited in a trust account established for the benefit of the Company’s public stockholders.

Global Star’s management team is led by Anthony Ang, Global Star’s Chief Executive Officer (“CEO”) who is a global executive with over 40 years of senior management experience. His broad expertise covers international marketing, investment promotion, manufacturing, and fund management. Mr. Ang currently holds various senior positions including independent director on boards of public companies, Ambassador Extraordinary and Plenipotentiary of the Republic of Singapore to the Republic of Tunisia, and the Chairman and director for a crowd funded real estate investment platform, and a digital asset exchange.

Global Star’s units, public shares, public warrants, and public rights are each traded on the Nasdaq Stock Market under the symbols “GLSTU,” “GLST”, “GLSTW,” and “GLSTR” respectively. Global Star’s units commenced public trading on September 22, 2022, and public shares, public warrants and public rights commenced separate public trading on November 10, 2022. Global Star’s Class B Common Stock is not listed on any exchange.

K Enter Holdings Inc.

K Enter Holdings Inc. (“K Enter”) was formed on January 4, 2023, under the laws of the State of Delaware. K Enter was formed as a holding company for the purpose of acquiring six diversified entertainment operating companies based in Korea, engaged in the entertainment content and IP creation businesses (the “Six Korean Entities”). K Enter has entered into agreements to acquire controlling equity interests in each of the Six Korean Entities. The Six Korean Entities to be acquired by K Enter include: an IP merchandising company - Play Company Co., Ltd., four K content production companies - Apeitda Production, Bidangil Pictures Co., Ltd., The LAMP Co., Ltd., and Studio Anseilen Co., Ltd., and a specialized K content private equity company - Solaire Partners LLC. K Enter also has an internal K drama production team. Following K Enter’s acquisition of the controlling equity interests in each of the Six Korean Entities, as a combined company (referred to herein as “New K Enter”), New K Enter expects these companies to provide a significant amount of synergy, however the timing and extent of such synergies is uncertain.

K Enter currently has limited operations and does not presently own a controlling interest in any other entities. K Enter’s acquisition of the Six Korean Entities is a closing condition to the Business Combination, and while this condition can be waived, however Global Star does not currently intend to waive this condition. K Enter expects to close the acquisitions of the controlling equity interests of the Six Korean Entities within 24 to 72 hours after this proxy statement/prospectus on Form F-4 is declared effective by the SEC. In addition, Global Star will not mail proxy materials to its shareholders for the Special Meeting until after K Enter closes the acquisitions of the controlling equity interests of all of the Six Korean Entities. PubCo shall include the date that K Enter completes the acquisitions of the controlling equity interests of all 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.

As of January 3, 2025, K Enter completed the acquisitions of the controlling equity interests of each of the Six Korean Entities.

For more information, see the questions and answers titled “When is the acquisition of the Six Korean Entities expected to occur?” and “What if there are material developments or changes relating to the acquisition by K Enter of the Six Korean Entities prior to the Special Meeting?” and “What if K Enter’s acquisition of the Six Korean Entities does not occur prior to the Special Meeting?” in the Section titled “Questions and Answers about the Business Combination and the Special Meeting” beginning on page 6.

On April 12, 2023, K Enter entered into a share purchase agreement with Sungkwon Kim, King Bear Film LLC (the “FVL SPA”) to acquire a majority equity interest First Virtual Lab Inc. (“First Virtual”), a content virtualization company. The FVL SPA was terminated and amended by the execution of two agreements, namely the Termination and Amendment to the Share Purchase Agreement and the Shareholders Agreement, dated January 31, 2024, by and among Sungkwon Kim, King Bear Film LLC and K Enter Holdings Inc. (the “SPA Amendment”) and the Share Purchase Agreement, dated January 31, 2024, by and among King Bear Film LLC and K Enter Holdings Inc. (the “KB Agreement” and collectively with the SPA Amendment the “New FVL Agreements”). Pursuant to the New FVL Agreements the purchase price for K Enter’s acquisition of a controlling interest in First Virtual was reduced from approximately $20 million to approximately $8 million.

K Enter learned that three separate lawsuits were filed in or about December 2023, concerning First Virtual, its principal Sungkwon Kim and certain other parties (collectively referred to as the “Prototype Lawsuits”). Two lawsuits are pending in the Chancery Court of the State of Delaware and one lawsuit in Korea. The Delaware lawsuits are entitled: Prototype Lab, Inc., a Korean corporation, Craig Bernard, individually and on behalf of Prototype Groupe, Inc. a Delaware corporation, Culley Bunker, individually and on behalf of Prototype Groupe, Inc. a Delaware corporation v. King Bear Film, LLC, a California limited liability company, John C. Kim a/k/a Chang Kun Kim, SunkKwon Kim and Patrick Han a/k/a Chung Ho Han and assigned Case No. 2023-1257-NAC and In Re Prototype Groupe, Inc., a Delaware corporation and assigned Case No. 2023-1287-NAC. The Korean lawsuit is entitled: Prototype Holding Co. Ltd. and Ju-yeon Lee v. Sungkwon Kim. Due to the pendency of the Prototype Lawsuits, on March 5, 2024, the New FVL Agreements relating to the acquisition of a majority equity stake in First Virtual were terminated pursuant to a Termination Agreement and Re-Purchase Option Agreement, dated March 5, 2024, by and among Sungkwon Kim, King Bear Film LLC and K Enter (the “FVL Termination and Option Agreement”). Pursuant to the FVL Termination and Option Agreement, the New FVL Agreements are terminated and Sungkwon Kim and King Bear Film LLC have an option, for a period of five (5) years, to compel K Enter to acquire a 51% equity interest in First Virtual from Sungkwon Kim and King Bear Film LLC at the then current fair market value provided the Prototype Lawsuits are resolved in a manner acceptable to K Enter, in K Enter’s sole discretion. While no definitive action has been taken to terminate the FVL Termination and Option Agreement, K Enter currently views the acquisition of a controlling interest in First Virtual pursuant to the FVL Termination and Option Agreement as uncertain due to the uncertainty as to the outcome of the Prototype Lawsuits and there can be no assurance that K Enter will acquire a controlling interest in First Virtual pursuant to the FVL Termination and Option Agreement.

The financial projections and other financial information included in or informing the First Fairness Opinion are premised on the successful acquisition of all Seven Korean Entities, including First Virtual. The Second Fairness Opinion described in this proxy statement is premised on the successful acquisition of all Six Korean Entities and do not assume the acquisition of First Virtual. The financial projections informing the Second Fairness Opinion vary significantly from the actual results achieved in 2023 and the results for the first six months of 2024. For example, the revenues of the Six Korean Entities for the six (6) months ended June 30, 2024 represent approximately 48% of the revenue of the Six Korean companies for 2023 and approximately 18% of the projected revenues for 2024.

We believe that the reasons for the deviation between the financial projections and the performance is due to two key factors. First, (i) the seasonal nature of Play Company’s merchandising business, (ii) unexpected delays in some of the merchandising projects previously planned for the first half of the year, and (iii) slower-than-expected progress in developing new business opportunities, among other factors each contributed to the decline in performance. Second, the financial projections upon which the Second Fairness Opinion is based assumed that K Enter acquired the Six Korean Entities and the Business Combination closed on or before March 31, 2024, which did not occur. The fact the Business Combination did not close prior to March 31, 2024, caused a delay in the planned investments into the content production businesses, mainly the K Enter Drama Team as well as the Lamp, Bidangil and Anseilen which resulted in a reduction of the combined number of projects projected for the K Enter Drama Team as well as the Lamp, Bidangil and Studio Anseilen. Management is addressing these challenges by actively seeking business development opportunities for our planned subsidiaries. Accordingly, Global Star’s board of directors has determined that no purchase price adjustment is appropriate due to the failure to meet projected 2024 financial results of operations. Further, Global Star and K Enter management continue to believe that the assumptions underlying the projections are reasonable for future periods.

We believe that any production revenues not realized in 2024 due to this delay in closing the Business Combination can be made up in the following year. We believe the delay in closing the Business Combination is projected to reduce revenue for the K Enter Drama Team as well as the Lamp, Bidangil and Studio Anseilen by approximately $30 million in 2024. Thus, our stated 2024 projected revenue on a consolidated basis of $191 million could decline to approximately $161 million. The $30 million represents a lost opportunity in three to four movies and dramas by for the K Enter Drama Team as well as the Lamp, Bidangil and Studio Anseilen. This is because once K Enter acquires a controlling stake in these companies, various synergy creating activities were planned, such as deal-flow sharing, co-production and strategic relationships, which we expect will help PubCo become an integrated content management company. In 2024, the following 13 content productions were planned earlier in the year, and it is now our belief that not all 13 will be produced but possibly 9 or 10. K Enter believes that some of the content production projects identified in the tables below as in the “In development” stage may or may not be produced in 2024 due to the delay in closing the Business Combination, which may result in the 2024 revenues for those companies to be reduced in the aggregate of up to $30 million.

Name of Drama	Producer	Stage	Potential Cost of Delay
Trigger	Bidangil	Producing
Aema	The Lamp	Producing
Freelancer	K Enter Drama Team	Delayed Producing	$10 million
I will survive	Anseilen	In development	$5 million
Human Withdrawal	K Enter Drama Team	Delayed Producing	$10 million
Your Honor	Anseilen	In development	$5 million

Name of Film	Producer	Stage	Potential Cost of Delay
Resonance	Bidangil	Post-production
Bidangil Film 2024	Bidangil	In development	$5 million
Starlight is Falling	The Lamp	Post-production
Escape	The Lamp	Released
Moral Hazard	The Lamp	Post-production
Star of Disgust	Apeitda	Released
The Lamp Film 2024	The Lamp	In development	$5 million

Initially, we assumed the Business Combination would close by the end of March 2024. However with a decline in ad revenue and a glut of movies that had been produced but not released, content creators are in great need of securing reputable producers with a certain capacity to fund their new projects, K Enter believes the long-term business prospects of content production will not be impacted by this delay.

Despite the current delays, K Enter is carrying out the following management activities to overcome this delay, and we plan to minimize the impact on content sales through the following endeavors.

	-	Integrated management activities through PubCo: PubCo’s content production personnel will be in charge of the overall management of the four content-focused subsidiaries. PubCo will carry out various synergy-creating activities, such as deal-flow sharing, co-production, strategic relationships, etc., and help PubCo become an integrated content management company. The synergy between content-focused subsidiaries and merchandising will also be sought and promoted, whereas if the popular content is created by one of the content-focused subsidiaries, K Enter’s planned merchandising subsidiary, “Play Company,” will be encouraged to monetize by turning the subject content into merchandise products.

	-	Solaire Partners’ and Play Company’s projected revenue is not affected by the timing for K Enter going public. Apeitda’s 2024 revenue forecast is also not affected by K Enter’s timing for going public.

The second fairness opinion already reflects lower-than-expected revenue for 2023 and the removal of FVL. We do not believe further projection modifications are necessary as any change in projections will be short-term and will not impact K Enter’s long-term viability.

The financial projections upon which the First Fairness Opinion and the Second Fairness Opinion are based should not be viewed as public guidance. The financial projections were not prepared with a view toward public disclosure, or complying with the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, but, in the view of Global Star’s management, were prepared on a reasonable basis, reflecting the best currently available estimates and judgments, and present, to the best knowledge and belief of Global Star’s management, the expected course of action and revenues that Global Star anticipates generating, assuming the assumptions incorporated in the financial projections are themselves realized. Global Star’s management believes the assumptions included in the financial projections to be reasonable, based on currently available information and professional judgement and experience, which are inherently uncertain and difficult to predict and many of which are beyond Global Star’s control.

The financial projections are not included in this joint proxy statement/prospectus in order to induce any Global Star shareholders to vote in favor of any of the proposals at the Special Meeting. The assumptions incorporated in the financial projections are not based on the historical financial performance of the Six Korean Companies, but rather on the projections and estimates of K Enter’s management derived from management experience and industry information, including information applicable to established companies and related industries, which are not representative of PubCo’s expected business upon consummation of the Business Combination and may not be representative of PubCo’s future plans or performance. The financial projections were developed in good faith by K Enter’s management team based on their reasonable best estimates and taking into account the assumptions set forth herein.

The inclusion of financial projections in this joint proxy statement/information statement/prospectus should not be regarded as an indication that the Global Star Board, or their respective affiliates, advisors or other representatives considered, or now considers, the financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the proposed Business Combination. Neither PubCo, Global Star nor K Enter nor any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the financial projections to reflect circumstances existing or arising after the date such financial projections were generated or to reflect the occurrence of future events, even if any or all of the assumptions underlying the financial projections are shown to be in error or any of the financial projections otherwise would not be realized. We and PubCo will not refer back to the financial projections in future periodic reports filed under the Exchange Act.

The financial projections are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The financial projections also reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions. Neither PubCo’s management, K Enter’s management nor Global Star’s management, nor any of their respective representatives has made or makes any representations to any person regarding the ultimate performance of PubCo relative to the financial projections. The financial projections are forward looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond PubCo’s control. The various risks and uncertainties include those set forth in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Statement Regarding Forward-Looking Statements” sections of this joint proxy statement/information statement/prospectus, respectively, and risks and uncertainties inherent in the assumptions further described below.

For more information on K Enter, please see the sections entitled “Business of K Enter” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of K Enter.”

The Business Combination and the Merger Agreement

The Merger Agreement was entered into by and among Global Star and K Enter and certain other parties on June 15, 2023. On June 13, 2023, PubCo and Merger Sub executed the Joinder Agreement and became parties to the Merger Agreement. On March 11, 2024, Global Star, K Enter, PubCo and Merger Sub executed the First Amendment to Merger Agreement. On June 28, 2024, Global Star, K Enter, PubCo and Merger Sub entered into the Second Amendment to Merger Agreement. On July 25, 2024, Global Star, K Enter, PubCo and Merger Sub entered into the Third Amendment to Merger Agreement. On December 11, 2024, Global Star, K Enter, PubCo and Merger Sub entered into the Fourth Amendment to Merger Agreement. Pursuant to the terms of the Merger Agreement, the Business Combination will be completed through a two-step process consisting of the Reincorporation Merger and the Acquisition Merger.

The Reincorporation Merger

At least one (1) business day prior to the Acquisition Merger, Global Star will reincorporate to Cayman Islands by merging with and into the PubCo, a Cayman Islands exempted company and wholly owned subsidiary of Global Star. The separate corporate existence of Global Star will cease and PubCo will continue as the surviving corporation. In connection with the Reincorporation Merger, all outstanding GLST Units will separate into their individual components of GLST Common Stock, GLST Rights and GLST Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Global Star stockholders shall be exchanged as follows:

(i)

Each share of GLST Common Stock, issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares), will automatically be cancelled and cease to exist and for each share of such GLST Common Stock, PubCo shall issue to each Global Star stockholder (other than Global Star stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Ordinary Share, which, unless explicitly stated herein, shall be fully paid;

(ii)

Each GLST Warrant issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a PubCo Warrant to purchase one PubCo Ordinary Share at a price of $11.50 per whole share; and

(iii)

The holders of GLST Rights issued and outstanding immediately prior to the effective time of the Reincorporation Merger will receive one- PubCo Right in exchange for the cancellation of each GLST Right.

The Acquisition Merger

At least one (1) business day after the Reincorporation Merger, 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 aggregate consideration for the Acquisition Merger is $590,000,000, payable in the form of 59,000,000 newly issued PubCo Ordinary Shares valued at $10.00 per share to K Enter and its shareholders. At the closing of the Acquisition Merger, the issued and outstanding shares in K Enter held by the former K Enter shareholders will be cancelled and ceased to exist, in exchange for the issue of an aggregate of 59,000,000 PubCo Ordinary Shares. 5,900,000 PubCo Ordinary Shares will be reserved and authorized for issuance under the Incentive Plan upon closing. At the closing of the Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving corporation, so that K Enter will become a wholly owned subsidiary of PubCo.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as part of Annex A hereto. For more information about the Business Combination, please see the sections titled “Proposal No. 1 — The Reincorporation Merger Proposal” and “Proposal No. 2 — The Acquisition Merger Proposal.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Post-Business Combination Structure and Impact on the Public Float

The following charts illustrate the ownership structure of Global Star before the Business Combination, the ownership structure of PubCo following the Business Combination and a chart depicting the structure of the organization following the Business Combination. The equity interests shown in the diagrams below were calculated based on the assumptions that (i) no Global Star stockholder exercises its redemption, (ii) none of the parties in the chart below purchase GLST Common Stock in the open market and (iii) there are no other issuances of equity by Global Star prior to or in connection with the consummation of the Business Combination. Notwithstanding the foregoing, the ownership percentages set forth below do not take into account the 5,900,000 PubCo’s outstanding Ordinary Shares reserved and authorized for issuance under the Incentive Plan and do not take into account the exercise of any PubCo Warrants.

OWNERSHIP STRUCTURE OF GLOBAL STAR BEFORE THE BUSINESS COMBINATION

K ENTER’S ACQUISITION OF THE SIX KOREAN ENTITIES

As of January 3, 2025, K Enter completed the acquisitions of the controlling equity interests of each of the Six Korean Entities.

K Enter’s acquisition of 100% equity interest in Play Company

K Enter’s acquisition of equity interests in the five remaining Six Korean Entities will occur after the closing of the share purchase agreement concerning Play Company and prior to the Special Meeting of Global Star stockholders to vote to approve the Business Combination.

(1)

The remaining 5% equity interest of Solaire Partners will be beneficially owned by the following persons: Choi, Pyeungho (3.0%); Lee, Youngjae (1.2%); Song, Hyojeong (0.2%); CY Holdings Co., Ltd. (0.2%); Park, Sukyung (0.1%); Hyun, Nayoung (0.1%); Lee, Myeonghyeon (0.1%); and Kim, Minsoon (0.1%).

(2)

The remaining 49% equity interest of The LAMP Co., Ltd. will be beneficially owned by the following person: Park, Eun Kyung (49%).

(3)

The remaining 49% equity interest of Bidangil Pictures Co., Ltd. will be beneficially owned by the following persons: Yoon, In Beom (24.5%) and Kim, Soo Jin (24.5%).

(4)

The remaining 49% equity interest of Apeitda Co., Ltd. will be beneficially owned by the following persons: Jung, Byung Gil (39%) and Seo, Soon Yeo (10%).

(5)

The remaining 49% equity interest of Studio Anseilen Co., Ltd. will be beneficially owned by the following persons: Kim, Seung Ho (16.3%); Shin, Kyung Soo (16.3%); and Park, Joon Woo (16.3%).

BUSINESS COMBINATION

Subject to satisfaction of the applicable conditions precedent in the Merger Agreement, following K Enter’s acquisition of the Six Korean Entities, Global Star expects the Business Combination to occur in the following order:

Reincorporation Merger (following the Special Meeting of Global Star)

Acquisition Merger (one business day following the Reincorporation Merger)

OWNERSHIP STRUCTURE OF PUBCO FOLLOWING THE BUSINESS COMBINATION

CHART DEPICTING THE STRUCTURE OF PUBCO FOLLOWING THE BUSINESS COMBINATION

If the actual facts are different than these assumptions, the percentage ownership retained by Global Star’s public stockholders following the business combination will be different. The public warrants and private placement warrants will become exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

Management and Board of Directors Following the Business Combination

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of seven (7) members. All members of the PubCo board of directors will be designated by K Enter and a majority of whom will be considered “independent” under Nasdaq’s listing standards. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

Other Documents Relating to the Business Combination

Lock-Up Agreement

At the Closing, PubCo, the Sponsor, certain former stockholders of K Enter, and certain other persons and entities, will enter into lock-up agreements (the “Lock-Up Agreements”) with respect to the PubCo Ordinary Shares and PubCo Warrants held by the Sponsor immediately following the Closing, and the PubCo Ordinary Shares held by certain K Enter stockholders immediately following the Closing (the “Lock-Up Shares”), pursuant to which, each Holder agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of, directly or indirectly, any Lock-Up Shares during the application lock-up period, on the terms and subject to the conditions set forth in the Lock-Up Agreement. Lock-up period means, (i) with respect to 50% of the Lock-up Shares, the earlier of (A) six months after the Closing and (B) the date on which the closing price of the PubCo’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the date hereof and (ii) with respect to the remaining 50% Lock-up Shares (or Ordinary Shares issuable upon conversion thereof), six months after the Closing. The Lock-Up Agreements will apply to (i) approximately 83% of the PubCo Ordinary Shares, consisting of 2,798,225 Ordinary Shares owned by the Sponsor, Stephen Drew and Nicholas Khoo and 49,424,300 Ordinary Shares owned by the former K Enter stockholders (ii) 498,225 Ordinary Shares underlying warrants held by the Sponsor (approximately 5.14% of the outstanding warrants) and (iii) 49,822 Ordinary Shares underlying rights owned by the Sponsor (approximately 5.14% of the rights).

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as part of Annex A hereto.

Registration Rights Agreement

At the Closing, PubCo, the Sponsor, certain former stockholders of Global Star, and certain former stockholders of K Enter, will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which PubCo will be obligated to file a registration statement to register the resale, pursuant to Rule 415 under the Securities Act of 1933, as amended, of certain securities of PubCo held by the parties to the Registration Rights Agreement. The Registration Rights Agreement will also provide the Sponsor, the Initial Stockholders, and certain former stockholders of K Enter with unlimited “piggy-back” registration rights, subject to certain requirements and customary conditions.

The Registration Rights Agreement amends and restates the registration rights agreement that was entered into by the Company, the Sponsor and the other parties thereto in connection with the Company’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the five year anniversary of the date of the Registration Rights Agreement or (b) with respect to any holder, on the date that such holder no longer holds any Registrable Securities (as defined therein).

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a form of which is included as part of Annex A hereto.

Redemption Rights

Pursuant to Global Star’s amended and restated certificate of incorporation, Global Star’s public stockholders may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) $4,377,240 the approximate aggregate amount on deposit in the trust account as of two business days prior to the consummation of the Business Combination, including interest (without deduction for taxes payable), by (ii) the total number of then-outstanding public shares. As of December 13, 2024, this would have amounted to approximately $11.45 per share, subject to reduction for the payment of taxes.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)

(x) hold public GLST Common Stock or (y) hold public GLST Common Stock through GLST Units and you elect to separate your GLST Units into the underlying public GLST Common Stock, public GLST Rights and public GLST Warrants prior to exercising your redemption rights with respect to the public GLST Common Stock; and

(ii)

prior to 5:00 p.m., Eastern Time, on January 30, 2025 (a) submit a written request to the transfer agent that Global Star redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

Holders of outstanding GLST Units must separate the underlying GLST Common Stock, GLST Warrants and GLST Rights prior to exercising redemption rights with respect to the GLST Common Stock. If GLST Units are registered in a holder’s own name, the holder must deliver the certificate for its GLST Units to the transfer agent with written instructions to separate the GLST Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the GLST Common Stock from the GLST Units.

If a broker, dealer, commercial bank, trust company or other nominee holds GLST Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s GLST Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of GLST Units to be separated and the nominee holding such GLST Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant GLST Units and a deposit of an equal number of GLST Common Stock, GLST Warrants and GLST Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the GLST Common Stock from the GLST Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their GLST Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Any request for redemption, once made, may be withdrawn at any time up to two business days immediately preceding the Special Meeting. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the Special Meeting not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the GLST Common Stock.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-Business Combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Global Star’s Transfer Agent in accordance with the procedures described herein. Please see the section titled “The Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares for cash.

A redemption payment will only be made in the event that the Business Combination is consummated. If the Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Global Star will promptly return the share certificates to the public stockholder.

On December 4, 2024, Global Star deposited $7,617.50 into the Trust and on December 12, 2024, Global Star deposited $7,617.50 into the Trust, to extend the date by which Global Star must complete a business combination to February 22, 2025 (the “Extended Date”). Global Star can extend the Extended Date to June 22, 2025, by depositing the sum of $7,617.50 into the Trust Account for each such one-month extension (the “New Termination Date”). The extension payments were funded from the proceeds of a loan Sponsor made to Global Star in the principal amount of $1,600,000 (the “Loan”). The Loan is evidenced by a promissory note, dated July 31, 2023, issued by Global Star to the Sponsor (the “Note”). At the election of the Sponsor, up to $1,500,000 of the unpaid principal amount of the Note will be converted into GLST Private Units at a price of $10.00 per unit (the “Conversion Units”) in lieu of cash repayment. The principal balance of the Note is payable by Global Star on the later of: (i) December 31, 2023, or (ii) the date on which Global Star consummates a Business Combination. No interest shall accrue on the unpaid principal balance of the Note.

If Global Star fails to consummate a business combination prior to the earlier of the Extended Date or the New Termination Date (as it may be extended as described above), Global Star will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the holders of public shares as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Global Star’s remaining shareholders and the board of directors, dissolve and liquidate, subject in each case to Global Star’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In that event, there will be no distribution from the Trust Account with respect to Global Star’s rights, which will expire worthless in the event of Global Star’s winding up. In the event of a liquidation, Global Star’s Sponsor and directors and officers will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and Private Placement Units.

The Proposals

At the Special Meeting, the Global Star’s stockholders will be asked to vote on the following:

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the Reincorporation Merger Proposal;

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the Acquisition Merger Proposal;

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the Governance Proposal

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the Director Proposal

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the Incentive Plan Proposal; and

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the Adjournment Proposal.

Please see the sections titled “The Special Meeting” on page 88 for more information on the foregoing Proposals.

Voting Securities, Record Date

As of December 13, 2024, there were 3,294,100 shares of GLST Common Stock issued and outstanding. Only Global Star’s stockholders who hold shares of GLST Common Stock of record as of the close of business on December 13, 2024 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. Approval of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding GLST Common Stock present and entitled to vote at the Special Meeting.

As of December 13, 2024, the Initial Stockholders collectively owned and are entitled to vote 500,000 shares of GLST Common Stock, or approximately 15.2% of Global Star’s outstanding shares. With respect to the Business Combination, the Initial Stockholders and the Sponsor, which own 2,138,225, or approximately 65% of Global Star’s outstanding shares as of the record date, have agreed to vote their GLST Common Stock in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, and intends to vote for the other Proposals although there is no agreement in place with respect to voting on the Proposals.

IPO Underwriting Agreement

The underwriters for the Global Star’s IPO, which was completed on September 22, 2022, are entitled to a deferred fee of $0.35 per unit sold in the IPO or $3,220,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that Global Star completes the Business Combination, subject to the terms of the underwriting agreement.

The following table sets forth the effective underwriting fee (inclusive of the 2.0% fee that was previously paid by Global Star at the closing of its IPO) at three redemption scenarios after giving effect to the redemptions in connection with the Special Meeting:

	Minimum Redemption Scenario			50% Redemption Scenario			Maximum Redemption Scenario
Underwriting Fee⁽¹⁾	$	5,060,000		$	5,060,000		$	5,060,000
IPO Proceeds Remaining in Trust Account at December 13, 2024	$	4,364,690			2,182,345			0
Effective Underwriting Fee⁽²⁾		116.5	%		232.6	%		NA

(1)

The underwriting fee consists of the $1,840,000 underwriting fee paid at the close of the IPO, after giving effect to the underwriter’s exercise of the over-allotment option, and the $3,220,000 deferred fee due at the close of the Business Combination.

(2)

The effective underwriting fee is calculated by dividing the IPO fee in dollars divided by the IPO proceeds in dollars remaining in the trust account at each redemption scenario.

Anticipated Accounting Treatment

Prior to the Business Combination, K Enter will acquire controlling equity interests in the Six Korean Entities.

The acquisition of the Six Korean Entities by K Enter will occur with the acquisition of Play Company closing first and the acquisitions of each of the Six Korean Entities other than Play Company closing subsequently. After the acquisition of all Six Korean Entities is completed, the collective combined company will be referred to as New K Enter solely for purposes of the discussion of the accounting treatment as New K Enter simply refers to K Enter after acquisition of the Six Korean Entities.

The acquisition of Play Company by K Enter will be accounted for in accordance with the acquisition method of accounting under IFRS 3, with Play Company considered to be the acquirer and predecessor of K Enter. As Play Company’s basis of accounting is IFRS, K Enter’s basis of accounting (following the acquisition of Play Company) will be IFRS.

The acquisitions of each of the Six Korean Entities other than Play Company by K Enter will also be accounted for in accordance with the acquisition method of accounting under IFRS 3, with K Enter (following the acquisition of Play Company, its predecessor) considered to be the acquirer of each of the Six Korean Entities other than Play Company. The results of operations of each of the acquired Six Korean Entities other than Play Company will be included in the consolidated financial statements from the date of the acquisition forward. New K Enter’s basis of accounting will be IFRS, consistent with that of its predecessor, Play Company.

The overall impact of the accounting conclusions set out above will be that the financial statements of Play Company will become those of K-Enter post-consummation and will not experience a change in basis as a result of the application of the acquisition method while each of K Enter and the Six Korean Entities other than Play Company will experience a change in basis as a result of the application of the acquisition method and will be reflected in the consolidated financial statements of Play Company on a prospective basis post-consummation.

The Business Combination is accounted for as a capital reorganization, with no goodwill or other intangible assets recorded, in accordance with IFRS 2. Under this method of accounting, K Wave Media, as the successor to Global Star in the Reincorporation Merger, is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the assumption that:

	●	New K Enter’s existing stockholders will hold a majority of the voting rights of PubCo post Business Combination under the No Additional Redemption Scenario and Maximum Redemption Scenario;

	●	By virtue of such estimated voting interest upon the Closing, New K Enter’s existing stockholders will have the ability to control decisions regarding the election and removal of directors and officers of the Combined Company following the Closing;

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New K Enter will have control over the Board;

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New K Enter’s operations will substantially comprise the ongoing operations of PubCo;

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New K Enter is the larger entity in terms of substantive operations and employee base; and

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New K Enter’s senior management will comprise the senior management of PubCo.

Another determining factor was that Global Star does not meet the definition of a “business” pursuant to IFRS 3, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization within the scope of IFRS 2, where New K Enter issues stock for the net assets of Global Star. The net assets of Global Star are stated at historical cost, with no goodwill or intangible assets recorded. Any excess of the fair value of shares issued to Global Star over the fair value of Global Star’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

The determination that Play Company will be considered the acquirer of K Enter for financial reporting purposes was primarily based on the assumption that:

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Play Company’s existing stockholders will hold a large minority voting interest in New K Enter where no other owner has a significant voting interest;

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Play Company’s CEO has the ability to appoint the senior management of New K Enter

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Play Company’s CEO has the ability to appoint a majority of directors of New K Enter’s board of directors;

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Play Company’s operations will substantially comprise the ongoing operations of New K Enter; and

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Play Company is the larger entity in terms of substantive operations and employee base.

Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair market values, with the excess purchase price, if any, allocated to goodwill. Costs related to the transaction are expensed as incurred.

Regulatory Approvals

The Reincorporation Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the Cayman Islands, except for the registration by the Registrar of Companies in the Cayman Islands of the plans of merger.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of Global Star board of directors in favor of adoption of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other related Proposals, you should keep in mind that Global Star’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including the following:

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the fact that the Sponsor and Global Star’s directors and officers hold 2,140,000 Founder Shares for which they paid an aggregate purchase price of $25,000 and, 498,225 Private Units for which they paid an aggregate purchase price of $4,982,250. Specifically: the Sponsor owns 2,798,225 shares of GLST Common Stock; Anthony Ang and Ted Kim beneficially own 1,640,000 shares of GLST Common Stock by virtue of serving as the managing members of the Sponsor, and Mr. Ang also owns 300,000 shares of GLST Common Stock directly; Nicholas Khoo owns 50,000 shares of GLST Common Stock; and Stephen Drew owns 20,000 shares of GLST Common Stock. In addition, (i) on July 31, 2023, the Sponsor loaned $1,600,000 to Global Star in exchange for a non-interest-bearing promissory note, $1.5 million of which will be converted into 150,000 shares of Global Star common stock upon completion of the Business Combination and then the balance of $100,000 will be paid to the Sponsor (the “Note”) and (ii) on August 19, 2024, the Sponsor loaned $120,000 to K Enter, evidenced by a non-interest bearing promissory note (the “K Enter Note”) due and payable on the earlier of November 18, 2024 or five days after PubCo’s registration statement on Form F-4 is declared effective. The Founder Shares, Private Units, the Note and the K Enter Note have a total current value of $35.1 million, based on September 10, 2024 closing price of the GLST Common Stock and the GLST Units, which was $11.07 and 11.34, respectively. All of such investments will expire worthless if a business combination is not consummated; on the other hand, if a business combination is consummated, such investments could earn a positive rate of return for the Sponsor and Global Star’s directors and officers since their overall investment in such investments, even if other holders of Global Star’s common stock experience a negative rate of return, due to having initially purchased the Founder Shares for $25,000;

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the fact that, if the Trust Account is liquidated, including in the event Global Star is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Global Star to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which Global Star has discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per public share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the underwriters of Global Star’s IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

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certain officers and directors of Global Star and affiliates of the Sponsor collectively own shares of common stock of K Enter. Ted Kim, the manager of the Sponsor and a co-founder and director of K Enter, owns 19,564 shares or 10.12% of the shares of common stock of K Enter based on the shares of K Enter to be issued and outstanding immediately prior to the closing of the Business Combination through his ownership and control of Global Fund LLC, which owns 12,000 shares, and Lodestar USA, Inc., which owns 7,564 shares. Further, Global Star officers and directors collectively own shares of common stock of K Enter representing approximately 8,537 shares or 4.3% of the outstanding shares of K Enter common stock based on the shares of K Enter to be issued and outstanding immediately prior to the closing of the Business Combination. Specifically, Stephen Drew owns 6,000 shares of K Enter common stock, Yang Kan Chong owns 1,337 shares of K Enter common stock, Jukka Rannila, beneficially through Assai OY, owns 600 shares of K Enter common stock. Nicholas Aaron Khoo, the Company’s Chief Operating Officer, owns 600 shares of K Enter common stock, prior to the closing of the Business Combination. All of such investments could expire worthless if a business combination is not consummated; and

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the fact that none of Global Star’s officers or directors has received any cash compensation for services rendered to the Company, and all of the current members of Global Star’s Board are expected to continue to serve as directors at least through the date of the special meeting to vote on a business combination and may even continue to serve following any business combination and receive compensation thereafter.

The exercise of Global Star’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Global Star’s stockholders’ best interest; and

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If the Business Combination with K Enter is completed, K Enter will designate all members of the board of directors.

Global Star’s board of directors considered these conflicts of interest in negotiating and recommending the Business Combination and concluded that the merits of the Business Combination outweighed the potential conflicts and did not materially influence the negotiations with K Enter. In making this determination, Global Star’s board of directors also considered the fairness opinion obtained from Everedge Pte Ltd. Global Star’s certificate of incorporation includes a waiver of the corporate opportunity doctrine whereby directors and officers are required to present corporate opportunities to Global Star. Global Star does not believe that this waiver had any impact on the negotiations with K Enter.

Recommendations of Global Star’s Board of Directors to Global Star’s Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Global Star board of directors has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of Global Star and its stockholders. In reaching its decision with respect to the Reincorporation Merger and the Acquisition Merger, the Global Star board of directors reviewed various industry and financial data and the due diligence and evaluation materials provided by K Enter. Global Star board of directors recommends that Global Star’s stockholders vote:

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FOR the Reincorporation Merger Proposal;

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FOR the Acquisition Merger Proposal;

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FOR the Governance Proposal

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FOR the Director Proposal

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FOR the Incentive Plan Proposal; and

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FOR the Adjournment Proposal.

SUMMARY RISK FACTORS

In evaluating the Business Combination and the Proposals to be considered and voted on at the Global Star Special Meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” beginning on page 36 of this proxy statement/prospectus. Some of these risks related to are summarized below. References in the summary below to “K Enter” generally refer to K Enter in the present tense or PubCo from and after the Business Combination.

The following summarizes certain principal factors that make an investment in the Combined Company speculative or risky, all of which are more fully described in the “Risk Factors” section below. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing Global Star’s, K Enter’s and/or the PubCo’s business.

Risks Related to K Enter

	●	K Enter has a limited operating history with a history of losses and expects to incur significant expenses for the near term.

	●	If K Enter fails to manage its growth effectively, its business could be harmed.

	●	K Enter’s business strategy may not be successfully implemented, which could negatively impact its financial results and stock price.

	●	The risk that K Enter fails to successfully and timely consummate its acquisition of one or more of the Six Korean Entities.

	●	Changes in the markets in which K Enter competes, including but not limited to with respect to its competitive landscape, technology evolution, changes in entertainment choices or regulatory changes.

	●	The risk that K Enter will need to raise additional capital to execute the business plan, which may not be available on acceptable terms or at all.

	●	K Enter’s business is highly specialized and dependent on a continuing demand for Korean entertainment content.

	●	K Enter may fail to adequately obtain, maintain, enforce and protect K Enter’s intellectual property and may not be able to prevent third parties from unauthorized use of K Enter’s intellectual property and proprietary technology.

	●	K Enter’s business depends on the success of its marketing strategies.

	●	K Enter’s success is dependent on the continued leadership and experience of K Enter management team, and the loss of their services may have a material and adverse effect on K Enter’s operations and financial condition.

	●	We may lose or fail to attract and retain key management personnel and salaried employees.

	●	The requirements of being a public company may strain K Enter’s resources and distract its management, which could make it difficult to manage the business, particularly after K Enter is no longer an “emerging growth company.”

	●	K Enter may incur material losses and costs as a result of warranty claims and product liability and intellectual property infringement actions that may be brought against K Enter.

	●	K Enter’s business could be adversely affected by computer malware, viruses, ransomware, hacking, phishing attacks and security threats, including cybersecurity threats and related disruptions, which could result in security and privacy breaches and interruption in service.

	●	The risk that K Enter may not be able to develop and maintain effective internal controls.

Risks Related to New K Enter’s Business and Industry

Risks Related to K Enter’s Business

	●	Failure to comply with applicable anti-corruption legislation and other governmental laws and regulations could result in fines, criminal penalties and materially adversely affect its business, financial condition and results of operations.

	●	The continuation or worsening of the COVID-19 pandemic, or other similar public health developments, could have an adverse effect on business, results of operations, and financial condition.

Risks Related to Global Star’s Business and the Business Combination

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Global Star will be forced to liquidate the Trust Account if it cannot consummate a business combination by February 22, 2025 (unless Global Star elects to extend the time it has to complete the initial business combination to June 22, 2025). In the event of a liquidation, Global Star’s public stockholders will receive a pro rata portion of the funds in the Trust Account and the GLST Warrants and GLST Rights will expire worthless.

	●	The risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the securities

	●	You must tender your Public Shares in order to validly seek redemption at the Global Star Special Meeting of stockholders.

	●	If third parties bring claims against Global Star, the proceeds held in trust could be reduced and the per-share Public Share liquidation price received by Global Star’s stockholders may be less than $10.00.

	●	If Global Star’s due diligence investigation of K Enter was inadequate, then stockholders of Global Star following the Business Combination could lose some or all of their investment.

Risks Related to the Combined Company Common Stock

	●	The market price of the PubCo Common Stock is likely to be highly volatile, and you may lose some or all of your investment.

	●	Volatility in the PubCo’s share price could subject the Combined Company to securities class action litigation.

SECURITIES AND DIVIDENDS

Global Star’s units, common stock, warrants and rights are each quoted on the Nasdaq, under the symbols “GLSTU,” “GLST,” “GLSTW,” and “GLSTR,” respectively. Each GLST Unit consists of one share of common stock, one warrant entitling its holder to purchase one share of common stock at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of one share of common stock upon the consummation of the Business Combination. Global Star’s units commenced trading on Nasdaq on September 22, 2022. Global Star’s common stock, public rights and public warrants commenced trading on Nasdaq on November 10, 2022.

Global Star has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon Global Star’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of the PubCo board of directors. It is the present intention of Global Star board of directors to retain all earnings, if any, for use in its business operations and, accordingly, Global Star’s board does not anticipate declaring any dividends in the foreseeable future.

K Enter’s securities are not currently publicly traded. K Enter is applying to list the PubCo Ordinary Shares and PubCo Warrants on Nasdaq in connection with the Business Combination.

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, financial condition and results of operations of PubCo following the business combination, and could adversely affect the trading price of PubCo’s securities following the business combination.

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

K Enter is a holding company with limited independent operations as a drama production studio in South Korea. K Enter plans to acquire controlling interests in the Six Korean Entities following the effectiveness of this proxy statement/prospectus and before the closing of the Business Combination. Specifically, K Enter expects to acquire a controlling interest in the following companies: (1) Apeitda Co., Ltd, Bidangil Pictures Co., Ltd., The LAMP Co., Ltd., and Studio Anseilen Co., Ltd., each of which is in the content production business, (the “Production Companies”); (2) Play Company Co., Ltd., which is in the content merchandising business, (the “Merchandising Company”); and (3) Solaire Partner LLC, which is in content investment business, (the “Investment Company”). Following the closing of K Enter’s acquisition of the controlling interests in the Six Korean Entities, K Enter is referred to herein as “New K Enter.”

K Enter does not have any operational history except for its newly formed drama production studio. Thus, the risks apply primarily to the Six Korean Entities that face these risks as well as future risks to New K Enter once it has been formed.

As of January 3, 2025, K Enter completed the acquisitions of the controlling equity interests of each of the Six Korean Entities.

After each risk factor set forth below in this section, K Enter has identified in a parenthetical the business category to which the risk factor is applicable. Specifically, for each risk factor K Enter has provided the applicable business category: K Enter, Production Companies, Merchandising Company, and Investment Company.

K Enter is a recently formed company with limited business operations of its own and has not generated any revenues to date. K Enter plans to acquire controlling equity interests in the Six Korean Entities. Further, as K Enter has limited business operations of its own, it will depend primarily on the revenue and profits generated by the businesses of the Six Korean Entities in which it plans to acquire controlling interests. (K Enter)

K Enter was formed on January 4, 2023 and is a holding company which recently commenced operations as a drama production studio in South Korea. K Enter expects to fund operations using cash on hand and raising additional proceeds. There are no assurances, however, that K Enter will be able to generate the revenue necessary to support its cost structure or that it will be successful in obtaining the level of financing necessary for its operations. K Enter executed equity purchase agreement with the Six Korean Entities to acquire a controlling interest in each of the Six Korean Entities. The Business Combination is conditioned on K Enter acquiring each a controlling interest in each of the Six Korean Entities. The financial projections and other financial information included in or informing the First Fairness Opinion are premised on the acquisition of all Seven Korean Entities (including First Virtual), while the Second Fairness Opinion described in this proxy statement is premised on the successful acquisition of all Six Korean Entities (i.e., not including First Virtual). Moreover, the financial projections informing the Second Fairness Opinion vary significantly from the actual results achieved for the year ended December 31, 2023 and the results for the first six months of 2024. For example, the revenues of the Six Korean Entities for the six (6) months ended June 30, 2024 represent approximately 48% of the revenue of the Six Korean companies for 2023 and approximately 18% of the projected revenues for 2024.

The financial projections upon which the Second Fairness Opinion is based assumed that the Business Combination would occur on or before March 31, 2024. K Enter believes the delay in closing the Business Combination is expected to reduce New K Enter’s projected financial results of operations for 2024 because it will delay PubCo’s investment in new media content production, which is expected to drive revenues. The delay in closing the Business Combination is not expected to adversely impact PubCo’s projected results for 2025 or subsequent years, as it does not reflect a long-term trend, but rather a short-term delay in implementing business strategies. In addition, 2024 revenues were adversely impacted by (i) the seasonal nature of Play Company’s merchandising business, (ii) unexpected delays in some of the merchandising projects previously planned for the first half of the year, and (iii) slower-than-expected progress in developing new business opportunities in merchandising, among other factors. The expected reduction in PubCo’s projected revenues does not impact the Second Fairness Opinion dated March 12, 2024 (as updated on April 29, 2024), which was issued as of March 12, 2024. Global Star’s board of directors has determined that no purchase price adjustment is appropriate due to the negative deviation in performance from projected 2024 financial results of operations.

In the event K Enter successfully acquires controlling interests in all of the Six Korean Entities, then there is a risk that K Enter will not be able to manage the Six Korean Entities or the regulatory compliance activities for each of the Six Korean Entities. K Enter cannot guarantee that K Enter will be able to keep abreast of the changing legal and regulatory landscapes for each of the jurisdictions in which K Enter and the Six Korean Entities are expected to operate. If K Enter fails to manage the Six Korean Entities or the applicable regulatory compliance matters for each of the Six Korean Entities, then PubCo’s business and financial results may be harmed.

Additionally, as a holding company, K Enter will rely on earning generated by the businesses of the Six 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 K the Six Korean Entities to make upstream cash distributions or payments to us, which may be impacted, for example, by their ability to generate sufficient cash flow or limitations on the ability to repatriate funds, whether as a result of currency liquidity restrictions, monetary or exchange controls, regulatory restrictions, or otherwise. Further, the Six Korean Entities’ ability to make payments to K Enter will depend on:

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their earnings;

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covenants contained in any debt agreements to which K Enter may then be subject, including any debt agreements of K Enter’s planned subsidiaries;

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covenants contained in other agreements to which K Enter or K Enter’s planned subsidiaries are or may become subject;

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business and tax considerations; and

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applicable law, including any restrictions under South Korean law that may be imposed on K Enter’s planned subsidiaries and their affiliates, that would restrict its ability to make payments to K Enter.

K Enter cannot assure that the operating results of K Enter’s planned subsidiaries at any given time will be sufficient to make distributions or other payments to us.

K Enter was formed to be an intellectual property (“IP”) entertainment company primarily through the acquisition, management, and development of companies in the entertainment business focusing on IP development and production, merchandising and IP ownership and investing and then moving into to other areas in the future such as virtualization and music. K Enter also created an in-house production company to develop, acquire and produce dramas and movies. To complement our existing portfolio and expand our influence, K Enter. actively pursues strategic partnerships, licensing agreements, and joint ventures within the entertainment industry. This allows us to access content development resources, studio facilities, and distribution channels apart from the six Korean entities. The objective of K Enter is to curate a portfolio of the best content. Recently, we signed a licensing agreement for the adaptation of the historical novel “Rabbit,” based on real-life female spy operations during the Korean War, into visual content (film, TV series). Through this agreement, we anticipate developing engaging visual content depicting historical narratives to resonate with global audiences. A link to the agreement is provided here Rabbit Link. Additionally, as part of our ongoing efforts to adapt to changes in viewer preferences, we are actively developing non-scripted TV show series including “Sexy100” (working title). A link to the agreement is provided here S100 Link.

Acquiring controlling stakes in the Six Korean Entities alongside the three core capabilities will form the cornerstone of our initial growth. Longer term, K Enter plans to actively pursue additional acquisitions, strategic partnerships, licensing agreements, and joint ventures within the entertainment industry. K Enter believe this strategy will allows it to access content development resources, studio facilities, and distribution channels apart from the Six Korean Entities.

PubCo’s inability to pay scheduled cash payment to the current owner of Play Company that are due following the closing of the Business Combination could negatively affect the business of PubCo.

Pursuant to the share purchase agreement between K Enter and the current owner of Play Company, PubCo is required to pay to the current owner of Play Company (i) a payment of 18.1 billion won (approximately $13.7 million within three months of the closing of the Business Combination, (ii) a payment of 9.05 billion won (approximately $6.87 million) by January 31, 2025 and (iii) a payment of 9.05 billion won (approximately $6.87 million) by January 31, 2026. Due to the fact that Global Star has approximately $13 million in its Trust Account, absent a capital raise before or after the closing of the Business Combination, PubCo may not have sufficient funds to make the post-closing payments to the current owner of Play Company. If PubCo does not have the available cash to make the required payment to the current owner of Play Company, PubCo may be subject to certain risks under the share purchase agreement such as the possibility of litigation. Specifically, Section 7.5(8) of the Share Purchase Agreement provides following the Closing of the Share Purchase Agreement the right of the non-breaching party to claim damages against the breaching party shall be the sole and exclusive remedy available to the non-breaching party for any monetary claims arising out of the breaching parties actions. Additionally, Section 2.3 of the Share Purchase Agreement between the owner of Play Company and K Enter provides that, in the event K Enter 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 until the day immediately preceding the date of actual payment. Accordingly, in the event PubCo fails to make the payments that are due to the current owner of Play Company following the Closing of the Share Purchase Agreement, PubCo may be subject to a lawsuit commenced by the current owner of Play Company for monetary damages, including default interest at the rate of fifteen percent (15%) per annum until such obligations are paid. Such a lawsuit and the damages that may be potentially awarded to the current owner of Play Company could have a material adverse impact on the financial condition and/or results of operations of PubCo.

Risk factors impacting New K Enter (K Enter, Production Companies, Merchandising Company)

Competition within the broader entertainment industry may be intense and we expect that the Six Korean Entities’ existing and potential customers may be attracted to competing forms of entertainment, such as television, gaming and sporting events, as well as other entertainment options on the Internet. If the Six Korean Entities’ offerings may not be popular, New K Enter’s business may be harmed. (K Enter, Production, Merchandising)

Though New K Enter has yet to be formed, we expect New K Enter to operate in the global motion pictures industry within the broader entertainment industry with New K Enter’s mostly Korean offerings. We expect that New K Enter’s customers face a vast array of entertainment choices. Other forms of entertainment, such as television, gaming, and sporting events, may be more well-established and may be perceived by post-acquisition New K Enter’s customers to offer greater variety, affordability, interactivity and enjoyment. We expect that New K Enter will compete with these other forms of entertainment for the discretionary time and income of New K Enter’s customers. If we may be unable to sustain sufficient interest in the Six Korean Entities’ Korean entertainment offerings in comparison to other forms of entertainment, including new forms of entertainment, we expect that New K Enter’s business model may not continue to be viable.

The specific industries in which the Six Korean Entities operate may be characterized by dynamic customer demand and technological advances, and there may be intense competition among entertainment providers. A number of established, well-financed companies producing motion pictures, episodic content, or other relevant IPs and services may compete with the Six Korean Entities’ offerings, and other well-capitalized companies may introduce competitive IPs. Such competitors may spend more money and time on developing and testing content and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful content or services than the Six Korean Entities’, which may negatively impact the Six Korean Entities’ business. The Six Korean Entities’ competitors may also develop content, features, or services that may be similar to theirs or that achieve greater market acceptance. Such competitors may also undertake more far-reaching and successful content development efforts or marketing campaigns, or may adopt more aggressive pricing policies. Furthermore, new competitors offering Korean motion pictures and episodic content may compete directly against the Six Korean Entities. There has also been considerable consolidation among competitors in the Korean entertainment industries and such consolidation and future consolidation may result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive content, gain a larger market share, acquire the Six Korean Entities’ key partners, decrease cost per user acquisition, expand offerings and broaden their geographic scope of operations. If we may not be able to maintain or improve the Six Korean Entities’ market share, or if their offerings may not be accepted by the markets in which we operate, we expect that New K Enter’s business may suffer.

We expect that New K Enter may experience substantial fluctuations in its operating results and growth rate. (K Enter, Production Companies, Investment and Merchandising Company)

We may not be able to accurately forecast post-acquisition New K Enter’s growth rate in content IP development, investment and merchandizing. New K Enter may base its expense levels and investment plans on sales estimates. A significant portion of the Six Korean Entities’ expenses and investments may be fixed, and we may not be able to adjust their spending quickly enough if their sales may be less than expected.

The Six Korean Entities revenue growth may not achieve our expectations. The Six Korean Entities’ revenue and operating profit growth may depend on the continued growth of demand for the content and services offered by the Six Korean Entities or their customers, and their business may be affected by general economic and business conditions worldwide. A softening of demand, whether caused by changes in customer preferences or a weakening of the Korea, U.S. or global economies, may result in decreased revenue or growth.

The Six Korean Entities’ sales and operating results for content merchandizing may also fluctuate for many other reasons, including due to risks described elsewhere in this section and the following:

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the Six Korean Entities expected ability to retain and increase sales to existing customers, attract new customers, and satisfy New K Enter’s customers’ demands;

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the Six Korean Entities expected ability to retain and expand New K Enter’s network of customers;

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the Six Korean Entities expected ability to offer content on favorable terms, manage inventory, and fulfill orders;

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the Six Korean Entities expected introduction of competitive stores, websites, content, services, price decreases, or improvements;

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the Six Korean Entities expected changes in usage or adoption rates of the Internet, e-commerce, electronic devices, and web services, inside or outside the U.S.;

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the Six Korean Entities expected timing, effectiveness, and costs of expansion and upgrades of post-acquisition New K Enter’s systems and infrastructure;

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the expected success of New K Enter’s geographic, service, and content line expansions;

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the expected extent to which New K Enter raise capital, and the terms of any such financing for, New K Enter’s current operations and future growth;

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the expected outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief and may have a material adverse impact on post-acquisition New K Enter’s operating results;

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variations in the mix of content and services the Six Korean Entities sell;

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expected variations in post-acquisition New K Enter’s level of merchandise and vendor returns;

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the expected extent to which we offer free shipping, continue to reduce prices worldwide, and provide additional benefits to post-acquisition New K Enter’s customers;

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expected factors affecting post-acquisition New K Enter’s reputation or brand image;

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the extent to which we invest in technology and content, fulfillment, and other expense categories;

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increases in the prices of fuel and gasoline, as well as increases in the prices of other energy products and commodities like paper and packing supplies;

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the expected extent to which post-acquisition New K Enter’s equity-method investees record significant operating and non-operating items;

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the expected extent to which operators of the networks between post-acquisition New K Enter’s customers and its successfully charge fees to grant its customers unimpaired and unconstrained access to its online services;

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our expected ability to collect amounts owed to us when they become due;

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the expected extent to which use of post-acquisition New K Enter’s services may be affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events;

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terrorist attacks and armed hostilities;

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supply chain issues either in chip shortages; and

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potential long lead time in the developments, investments, productions and distributions of IP content.

The Six Korean Entities international operations in content production, content merchandizing and content investment expose us to a number of risks (K Enter, Production Companies, Merchandising Company).

The Six Korean Entities’ specializing operations (content production, content merchandizing and content investment) currently involve some level of international activities and efforts that we believe will be significant to post-acquisition New K Enter’s revenues and profits, and we plan to further expand the Six Korean Entities’ international reach of those operations. However, while expanding into new international market segments, the Six Korean Entities may have relatively little operating experience in newly expanded segments and may not benefit from any first-to-market advantages or otherwise succeed in these segments. It may be costly to establish, develop, and maintain more committed international operations, and promote post-acquisition New K Enter’s brand internationally. The post-acquisition New K Enter’s international operations may not be profitable on a sustained basis due to the Six Korean Entities’ limited experience and knowledge in newly expanded segments.

In addition to risks described elsewhere in this section, we expect that the post-acquisition New K Enter’s international sales and operations may be subject to a number of risks, including:

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local economic and political conditions;

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government regulation and compliance requirements (such as regulation of New K Enter’s IP content and service offerings and of competition), restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization, and restrictions on foreign ownership;

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restrictions on sales or distribution of certain content or services and uncertainty regarding liability for certain IP content, including uncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media content and enforcement of intellectual property rights;

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business licensing or certification requirements, such as for imports, exports, web services, and electronic devices;

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limitations on the repatriation and investment of funds and foreign currency exchange restrictions;

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limited technology infrastructure;

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shorter payable and longer receivable cycles and the resultant negative impact on cash flow;

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laws and regulations regarding consumer and data protection, privacy, network security, encryption, payments, and restrictions on pricing or discounts;

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lower levels of consumer spending and fewer opportunities for growth compared to the U.S.;

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lower levels of credit card usage and increased payment risk;

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difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences;

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different employee/employer relationships and the existence of works councils and labor unions;

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compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties;

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laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and

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geopolitical events, including war and terrorism.

As international physical, e-commerce, and other services grow, competition may intensify, including through adoption of evolving business models. Local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer, as well as their more established local brand names. We may not be able to hire, train, retain, and manage required personnel, which may limit the post-acquisition New K Enter’s international growth.

The Six Korean Entities’ technology, content and brands are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement. (K Enter, Production Companies, Merchandising Company)

We regard the Six Korean Entities’ technology, content and brands as proprietary and take measures to protect their technology, content and brands and other confidential information from infringement. Piracy and other forms of unauthorized copying and use of the Six Korean Entities’ technology, content and brands may become persistent, and policing is difficult. Further, the laws of some countries in which the Six Korean Entities’ products are or may be distributed either do not protect the Six Korean Entities’ intellectual property rights to the same extent as the laws of the United States, or are poorly enforced. Legal protection of the Six Korean Entities’ rights may be ineffective in such countries. In addition, although we take steps to enforce and police the Six Korean Entities’ rights, factors such as the proliferation of technology designed to circumvent the protection measures used by the Six Korean Entities’ business partners or by us, the availability of broadband access to the Internet, the refusal of Internet service providers or platform holders to remove infringing content in certain instances, and the proliferation of online channels through which infringing product is distributed all have contributed to a general expansion in unauthorized copying of technology, content and brands.

We may not be able to prevent others from unauthorized use of the Six Korean Entities’ intellectual property, which we expect could harm New K Enter’s business and competitive position. (K Enter, Production Companies, Merchandising Company)

K Enter, the Production Companies and the Merchandising Company are each engaged in the “IP content business,” which refers to a business that focuses on creating, managing, licensing, and monetizing intellectual property (IP) content such as TV shows, movies, dramas and music. At the heart of K Enter’s and the Production Companies content business is the creation of original content or the acquisition of rights to existing content from creators, artists, or other sources, such as films and TV shows that are valuable intellectual property. In the case of the Merchandising Company it involves the merchandise sales of IP Content based on a popular musicians, TV shows and movies. K Enter, the Production Companies and the Merchandising Company regard their IP, including copyrights, registered trademark and pending trademarks, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to New K Enter’s success. The, IP rights we expect New K Enter to own upon the closing of the Business Combination are limited to the IP Content that is currently owned by the Apeitda and Bidangil, which are two of the Six Korean Entities.

Specifically, Bidangil owns 100% for the movies it produced: The Chaser, Forbidden Quest and The Showdown. For these works Bidangil owns the copyrights, the exploitation rights including distribution, sales, licensing, and remake rights as well as a certain percentage of the net profit share rights of these works. Bidangil also owns partial IP rights (noted in parentheses) to the following works it produced: The Scam (50%), A Werewolf Boy (40%), The Royal Tailor (40%), Perfect Proposal (40%), Phantom Detective (40%), and Resonance (50%). For these works both the copyrights and net profit share rights are maintained in the percentages noted in the parentheses. Likewise, Apeitda owns 100% of the intellectual property rights for the movie Action boys and 50% of the intellectual property rights for the movie Villainess. The significance of the intellectual property is that K Enter believes that holding the intellectual property rights of content will help increase PubCo’s revenues not just directly from content creation, but also from leveraging and exploiting that IP content across other mediums such as webtoons and additional revenue sources such as merchandising. In addition, securing the intellectual property rights will enable us to seek better distribution terms of our IP content, provide greater artistic freedom for the artists that work with PubCo and ultimately allow PubCo to secure better creators and content. The intellectual property rights relating to the merchandise produced and sold by Play Company are owned and retained by the respective K Pop agencies who contract with Play Company. We will rely on trademark law, trade secret protection and confidentiality and license agreements with New K Enter’s employees and others to protect New K Enter’s proprietary rights. One of the objectives of PubCo is to be able to own the intellectual property rights of the content it creates. K Enter is working towards this goal but as of now Six Korean Entites own limited intellectual property as noted above.

K Enter, the Production Companies and the Merchandising Company have invested significant resources to develop their IP content and acquire licenses and permissions to use and distribute the IP content of others. We believe that failure to maintain or protect these rights could harm New K Enter’s business. In addition, any unauthorized use of the intellectual property owned by K Enter, the Production Companies and/or the Merchandising Company by third parties may adversely affect New K Enter’s future revenues and reputation. The significance of the intellectual property is that New K Enter believes that owning and exploiting IP of content will help increase our revenues not just directly from content creation but also from leveraging that IP across other mediums such as webtoons and additional revenue sources such as merchandising. In addition, securing the IP will enable New K Enter to seek better distribution terms for its content, provide greater artistic freedom for the artists that work with New K Enter and ultimately allow us to secure better creators of content as well as additional IP content.

Policing unauthorized use of proprietary technology is difficult and expensive. We expect to rely on a combination of copyright, trademark and trade secret laws and restrictions on disclosure to protect the intellectual property rights of K Enter, the Production Companies and the Merchandising Company. Further, New K Enter plans to require every employee and consultant to execute proprietary information and invention agreements prior to commencing work. Despite such efforts there can be no assurances that New K Enter will be able to adequately protect it IP content or other proprietary rights. Third parties may attempt to copy or otherwise obtain and use the IP content and intellectual property of K Enter, the Production Companies and the Merchandising Company or seek court declarations that their conduct does not infringe upon the IP content and intellectual property rights of K Enter, the Production Companies and the Merchandising Company. From time to time, New K Enter may have to resort to litigation to enforce the IP content and intellectual property rights of K Enter, the Production Companies and the Merchandising Company, which could result in substantial costs and diversion of our resources.

Our quarterly and annual operating results after the business combination may fluctuate due to seasonality in the Six Korean Entities’ business. (K Enter, Production Companies, Merchandising Company)

The Six Korean Entities’ business may be subject to seasonal variations based on the timing of their Enter’s IP content releases. Release dates may be determined by several factors, including the timing of holiday periods, geographical release dates and competition in the market, and more recently, the timing of release dates has been affected by the pandemic.

This seasonal pattern of business requires significant use of working capital, mainly to prepare inventory during the months prior to the holiday season, and requires accurate forecasting of demand for specific IP offerings during the holiday season in order to avoid losing potential sales of popular IP content offerings or producing excess inventory that may be less popular with consumers. The Six Korean Entities’ failure to accurately predict and respond to consumer demand, resulting in under producing popular IP offerings and/or overproducing less popular IP offerings, would reduce the Six Korean Entities’ total sales and harm their results of operations.

As a result of the seasonal nature of the Six Korean Entities’ business, we would be significantly and adversely affected, in a manner disproportionate to the impact on a company with sales spread more evenly throughout the year, by unforeseen events such as a natural disaster, a terrorist attack, economic shock or pandemic that harms the retail environment or consumer buying patterns during the Six Korean Entities’ key selling season, or by events such as strikes or port delays or other supply chain challenges that interfere with the shipment of goods, particularly from the Far East, during the important months leading up to the holiday shopping season.

We may experience fluctuations in the Six Korean Entities’ operating results, which make their future results difficult to predict and may cause our operating results to fall below expectations. (K Enter, Production Companies, Merchandising Company)

We expect the future New K Enter’s financial results to fluctuate in the future due to the nature of the Six Korean Entities’ business. These fluctuations may be due to a variety of factors, some of which may be outside of the Six Korean Entities’ control and may not fully reflect the underlying performance of their business.

For example, consumer engagement in the Six Korean Entities’ entertainment offerings may decline or fluctuate as a result of a number of factors, including the popularity of Korean culture, the customer’s taste in Asian movies, the Six Korean Entities’ ability to improve and innovate, outages and disruptions of online services, the services offered by the Six Korean Entities’ competitors, the Six Korean Entities’ marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others. Any decline or fluctuation in the recurring portion of the Six Korean Entities’ business may have a negative impact on our post-acquisition business, financial condition, results of operations or prospects.

We may be unable to maintain or acquire licenses or approvals to incorporate intellectual property owned by others in the Six Korean Entities’ IP content offerings. (K Enter, Production Companies, Merchandising Company)

The Six Korean Entities’ IP content offerings may incorporate intellectual property owned by others. Relatedly, content that we distribute across various platforms may incorporate motions pictures of New K Enter’s associated parties and other third parties.

Additionally, the Six Korean Entities’ content offerings may incorporate motion pictures intellectual property owned by third parties. Exhibition of such content on different platforms, such as movie theatre or traditional media television or subscription video on demand platforms, may require additional licensing that may be difficult or costly to obtain. If the platforms on which content is distributed, redistributed and/or embedded change their policies relating to how content exhibited or published on the platform may be used, it may impact the Six Korean Entities’ ability to develop, distribute and exhibit engaging content and negatively impact their operations. If the Six Korean Entities are unable to maintain their licenses, rights and approvals or obtain additional licenses, rights and approvals with significant commercial value, their ability to develop successful and engaging IP content may be adversely affected and their operations may be negatively impacted.

The Six Korean Entities’ IP content and brand names may be subject to intellectual property infringement, including in jurisdictions that do not adequately protect brands and intellectual property rights. (K Enter, Production Companies, Merchandising Company)

We regard the Six Korean Entities’ brand, IP content and other intellectual property as proprietary and we expect to take measures to protect New K Enter’s assets from infringement post-acquisition. We expect to be aware that potential unauthorized use of the Six Korean Entities’ brands and content may occur, and if a significantly greater amount were to occur, it may negatively impact New K Enter’s business. Further, the Six Korean Entities’ IP content offerings may be available worldwide and the laws of some countries either do not protect their content, brands and intellectual property to the same extent as the laws of the U.S. or may be poorly enforced. Legal protection of the Six Korean Entities’ rights may be ineffective in countries with weaker intellectual property enforcement mechanisms. In addition, certain third parties may register the Six Korean Entities’ intellectual property rights without authorization in foreign countries. Successfully registering such intellectual property rights may limit or restrict the Six Korean Entities’ ability to offer content and services based on such rights in those countries. Although we take steps to enforce and police the Six Korean Entities’ rights, our practices and methodologies may not be effective against all eventualities.

As a producer, investor, and distributor of IP content, the Six Korean Entities may face liability and expenses for legal claims based on the nature and content of the materials that they create or distribute, including materials provided by third parties. If they are required to pay damages or expenses in connection with these legal claims, we expect that New K Enter’s business and results of operations may be harmed. (K Enter, Production Companies, Merchandising Company)

We expect to display the Six Korean Entities’ and its original IP content and third-party IP content on New K Enter’s websites and in its marketing materials. As a result, New K Enter may face potential liabilities including, but not limited to, copyright or trademark infringements and content misuse. New K Enter will generally rely on the “fair use” exception for New K Enter’s use of third-party brand names and marks, but these third parties may disagree, and the laws governing the fair use of these third-party materials are imprecise and adjudicated on a case-by-case basis in Korea. The Six Korean Entities also produce IP content we believe to be original. While we do not believe that such IP content infringe on any third-party copyrights or other intellectual property rights, companies that adopt business models similar to us may take the position that some of our IP content infringe on their intellectual property rights. These claims could divert management time and attention away from New K Enter’s business and result in significant costs to investigate and defend, regardless of the merit of these claims. The general liability insurance New K Enter plans to maintain may not cover potential claims of this type or may not be adequate to indemnify New K Enter for all liability that may be imposed. Any imposition of liability that is not covered by insurance, or is in excess of insurance coverage, could materially adversely affect New K Enter business, financial condition and results of operations and the price of PubCo’s securities.

The Six Korean Entities’ dependence on third-party relationships with IP content producers and distribution channels to develop and distribute IP content is critical to the success of New K Enter’s business. (K Enter, Production Companies, Merchandising Company)

New K Enter plans to rely on the Six Korean Entities’ third party relationships with Korean IP content producers and distribution channels to develop and distribute IP content. New K Enter’s financial performance may be adversely affected by the Six Korean Entities’ relationships with content producers and distribution channels. Some of the Six Korean Entities’ content producers may have their own or other distribution capabilities in the markets in which they operate. These third-party content producers and distribution channels may decide, or be required by their respective parent companies, to use their intracompany distribution or content production capabilities rather than publishing such content with the Six Korean Entities. New K Enter’s business may be harmed if the content producers and distribution channels with which the Six Korean Entities work stop or reduce the amount of content they produce for the Six Korean Entities, or otherwise demand less favorable terms to them.

Risk factors impacting New K Enter (K Enter, Production Companies, Merchandising Company, Investment Company)

If the Six Korean Entities fails to respond to or capitalize on the rapid technological development in the video, music, gaming, and entertainment industry, including changes in entertainment delivery formats, New K Enter’s business may be harmed. (K Enter, Production Companies, Merchandising Company, Investment Company)

The video, music, gaming, and entertainment industry continues to experience frequent change driven by technological development, including developments with respect to the formats through which music, films, television programming, games, and other content may be delivered to consumers. With rapid technological changes and expanded digital content offerings, the scale and scope of these changes have accelerated in recent years. For example, consumers may be increasingly accessing television, film and other episodic content on streaming and digital content networks, such as Netflix, Amazon Prime Video, Hulu, Disney+ and Apple TV+.

Many motion pictures and episodic content offerings have gone direct to streaming channels and not produced a physical content format. Direct release to streaming channels may be likely to continue. Technological as well as other changes caused by the pandemic may have caused significant disruption to the retail distribution of film and episodic content offerings and have caused and may in the future cause a negative impact on sales of New K Enter’s content and other forms of monetization of content. New K Enter may lose opportunities to capitalize on changing market dynamics, technological innovations or consumer tastes if the Six Korean Entities do not adapt its content offerings or distribution capabilities in a timely manner. The overall effect that technological development and new digital distribution platforms have on the revenue and profits the Six Korean Entities derive from their movie content, including from merchandise sales derived from such content, and the additional costs associated with changing markets, media platforms and technologies, may be unpredictable. If the Six Korean Entities fails to accurately assess and effectively respond to changes in technology and consumer behavior in the entertainment industry, the post-acquisition New K Enter’s business may be harmed.

Failure to protect or enforce the Six Korean Entities’ intellectual property rights or the costs involved in such enforcement may harm New K Enter’s business, financial condition and results of operations. (K Enter, Production Companies, Merchandising Company, Investment Company)

We expect New K Enter to rely on trademark, copyright, patent, trade secret, and domain-name-protection laws to protect the Six Korean Entities’ proprietary rights. In Korea and internationally, the Six Korean Entities’ may have filed various applications to protect aspects of their intellectual property, and they may hold a number of issued IPs in multiple jurisdictions. New K Enter may acquire additional companies or their portfolios, which may require significant cash expenditures. However, third parties may knowingly or unknowingly infringe the proprietary rights of New K Enter’s subsidiaries, third parties may challenge proprietary rights held by New K Enter’s operating subsidiaries, and pending and future trademark and patent applications may not be approved. In addition, effective intellectual property protection may not be available in every country in which the Six Korean Entities’ operates or intends to operate its business. In any of these cases, the Six Korean Entities may be required to expend significant time and expense to prevent infringement or to enforce their rights. There may be no assurance that others may not offer content or services that are substantially similar to the Six Korean Entities’ and compete with their business.

Circumstances outside the Six Korean Entities’ control may pose a threat to their intellectual property rights. For example, effective intellectual property protection may not be available in the United States or other countries from which the Six Korean Entities’ content offerings may be accessible. Also, the efforts the Six Korean Entities have taken to protect their proprietary rights may not be sufficient or effective. Any significant impairment of the Six Korean Entities’ intellectual property rights may harm their business or its ability to compete. Also, protecting the Six Korean Entities’ intellectual property rights may be costly and time-consuming. Any unauthorized disclosure or use of the Six Korean Entities’ intellectual property may make it more expensive to do business, thereby harming their operating results. Furthermore, if the Six Korean Entities are unable to protect their proprietary rights or prevent unauthorized use or appropriation by third parties, the value of the Six Korean Entities’ brand and other intangible assets may be diminished, and competitors may be able to more effectively mimic the Six Korean Entities’ offerings and services. The occurrence of any of these events may seriously harm New K Enter’s business post-acquisition of the Six Korean Entities.

We currently face concentration risk within Play Company Co. Ltd. (K Enter, Merchandise Company)

Currently, Play Company faces concentration risk due to its reliance on HYBE Co., Ltd. (“HYBE”), as a major business partner in its merchandising business.

Historically, in 2021 and 2022, Play Company’s dependence on HYBE, a K-pop agency, accounted for 86% and 80% of the total revenues of Play Company. In 2023, Play Company’s dependency on HYBE decreased, but HYBE continued to contribute approximately 52% of Play Company’s total revenues in 2023. Play Company recognizes the risks associated with this level of dependency and is actively working towards diversifying its revenue sources to mitigate these risks.

Play Company’s Concentration of HYBE							Unit: %
	2021			2022			2023
HYBE share of Total Play Revenues		86	%		80	%		52	%
BTS share of Total Play Revenues		72	%		67	%		24	%

Play Company’s written agreement with Weverse Company Inc. provided for a term from September 28, 2022 to Feb. 5, 2023. Play Company’s written agreement UMJ provided for a term from January 1 2022 to Dec. 31 2022. The formal, comprehensive agreement (producing, publishing, and distributing merchandise) between Play Company and HYBE has also expired. However, based on an informal understanding between Play Company and HYBE, despite the expiration of the Weverse Agreement and the UMJ Agreement, Play Company has continued to distribute and release products covered by those agreements in 2023. An example of this is the release of BTS Permission to Dance in Las Vegas merchandise on November 27, 2023.

However, recently, HYBE created a limited, distribution only agreement with Play Company targeting the first half of 2024. This distribution agreement with HYBE was signed on March 19, 2024 for four specific merchandise products. This one-year distribution agreement is projected to yield limited revenues to Play Company in 2024. Principal terms of the distribution agreement between Hybe Co., Ltd. (Hybe) and Play Company Corp. are the following. Contract period : One year. January 26, 2024 – January 25, 2025. Distribution agreement entered into by Play Company to distribute video publications or other publications (pictures, photo books, DVDs, etc).The scope of the global distribution covers four specific projects by artists TXT and ENHYPEN. Play Company earns revenues and profits by purchasing the merchandise from HYBE at a discount to the suggested manufacturer’s price and selling it to customers at a higher price.

Play Company is in the process of negotiating new agreements with HYBE and its subsidiaries for 2025 and 2026, but there is no guarantee any such agreements will be executed and whether the terms will revert back to a comprehensive agreement noted previously. If the agreement is not executed or if the terms are changed Play Company runs the risk that revenue will decline from HYBE. K Pop agencies, like HYBE, can exert significant buyer power over Play Company and can impact the revenues of Play Company. The change in the business agreement terms with HYBE in 2024 was a possibility the executive management of Play Company had considered and contingencies were made to replace the possible loss of HYBE-related revenues with new opportunities:

In December 2023, Play Company entered into a new agreement with SM Entertainment, a major K-Pop agencies that manage top-tier K-Pop artists including Aespa, whose third extended play (EP) album sold over 2 million copies globally and ranked top-10 on the Billboard 200. Under this new agreement, Play Company is provided with exclusive video merchandising rights for all K-Pop artists under SM Entertainment’s management. Play Company expects to generate a sufficient amount of video merchandising revenues from this new agreement to replace a meaningful proportion of the possible reduction of HYBE-related revenues. Such SM-related revenues is planned to be incurred and recorded during the second half of the financial year of 2024 with new SM-related video merchandises released for the Christmas and winter season.

Play Company has also widened its merchandise types and lineups for other, non-HYBE-related artists for who Play Company has merchandising rights under existing agreements. Such new non-video merchandises include light sticks and concert-related collectibles from which Play Company expects to generate a considerable amount of new revenues during the second half of the financial year of 2024.

	3.	Play Company has been strengthening and extending its merchandise retail and distribution networks in Japan, and is expected to record higher merchandising distribution revenues for some of the non-HYBE-related artists, for who Play Company has existing merchandising rights, in 2024 than prior years.

	4.	Play Company is in active pursuit of securing new merchandising rights for other artists with whom it has no prior business relationships. Following its successful engagement with SM Entertainment, Play Company aims to enter similar exclusive business relationships with other major K-Pop agencies to generate additional video merchandise revenues, as well as non-K-Pop merchandise.

The financial projections provided within this document for Play Company did account for the possible reduction of HYBE-related revenues. The projections for 2024 and beyond did not assume a continued dependent relationship with HYBE but anticipated gains from the above-stated new business opportunities. As of now, we expect that Play Company will be able to generate revenues equivalent to the projected revenues for the financial year of 2024.

For the first half of 2024, Play Company generated approximately $3 million in revenue from HYBE and we expect another $2 million from HYBE during the second half of 2024. Play Company is scheduled to release a total of 32 products for 2024, of which 28 are to be released from late June and the second half of 2024. Of the 17 products from SM, 15 are scheduled during the second half of 2024. This is because the new two-year contract from SM was entered into in December of 2023. Play Company needed time to plan, design, and make the products related to SM Entertainment artists. Despite our ongoing-efforts to diversify our sources of revenues so that we will not be dependent on specific K-Pop Agencies and related video-merchandise there is no assurance that we will achieve our intended goals.

On December 22, 2023 we entered into a new agreement with SM Entertainment Co., Ltd. (“SM Entertainment”), a major K-pop agency, to create video merchandise for all of their artists. Revenues from SM Entertainment could take some years to build to the levels achieved by HYBE. The Principal terms of the agreement between SM Entertainment and Play Company Corp. are the following. Contract period : December 23, 2023 – December 31, 2025. Automatically renewed for one year if neither party expresses intention to terminate. Worldwide collaborative agreement to produce, publish, distribute merchandise of SM Entertainment artists using various video materials by SM Entertainment and Play Company. The net profit earned on this project will be allocated among the two parties according to a set ratio between Play Company and SM Entertainment. A different, higher ratio is set for SM Entertainment’s artists NCT, NCT Dream and NCT127.

In the arrangements with K Pop agencies, like HYBE and SM Entertainment, these agencies or their clients retain ownership of the intellectual property rights relating to the merchandise that is created by Play Company.

New K Enter may be subject to risks related to online payment methods, including third-party payment processing-related risks. (K Enter, Merchandise Company)

We expect that New K Enter will accept payments using a variety of methods, including ACH, wire transfers, credit card and debit cards. As New K Enter offers new payment options to consumers, it may be subject to additional regulations, compliance requirements, fraud, and other risks. New K Enter may also rely on third parties to provide payment processing services, and for certain payment methods, New K Enter will pay interchange and other fees, which may increase over time and raise New K Enter’s operating costs and affect ability to achieve or maintain profitability. New K Enter may be also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard, or PCI-DSS, and rules governing electronic funds transfers, which may change or be reinterpreted to make it difficult or impossible for New K Enter to comply. If New K Enter (or a third-party processing payment card transactions on New K Enter’s behalf) suffer a security breach affecting payment card information, it may have to pay onerous and significant fines, penalties and assessments arising out of the major card brands’ rules and regulations, contractual indemnifications or liability contained in merchant agreements and similar contracts, and New K Enter may lose its ability to accept payment cards for payment for its goods and services, which may materially impact New K Enter’s operations and financial performance.

As New K Enter’s business changes in the future, it may be subject to different rules under existing standards, which may require new assessments that involve costs above what Play Company currently pays for compliance. As New K Enter offer new payment options to consumers, including by way of integrating emerging mobile and other payment methods, New K Enter may be subject to additional regulations, compliance requirements and fraud. If New K Enter fails to comply with the rules or requirements of any provider of a payment method it accepts, if the volume of fraud in New K Enter’s transactions limits or terminates its rights to use payment methods we currently accept, or if a data breach occurs relating to New K Enter’s payment systems, New K Enter may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, New K Enter ability to accept credit card payments from consumers or facilitate other types of online payments.

The Six Korean Entities’ may occasionally receive orders placed with fraudulent data, and we expect that New K Enter may ultimately be held liable for the unauthorized use of a cardholder’s card number in an illegal activity and be required by card issuers to pay charge-back fees. Charge-backs may result not only in New K Enter’s loss of fees earned with respect to the payment, but also may leave us liable for the underlying money transfer amount. If New K Enter’s charge-back rate becomes excessive, card associations also may require us to pay fines or refuse to process New K Enter’s transactions. In addition, we may be subject to additional fraud risk if third-party service providers or New K Enter’s employees fraudulently use consumer information for their own gain or facilitate the fraudulent use of such information. Overall, we may have little recourse if we process a criminally fraudulent transaction.

New K Enter may not realize the anticipated benefits of acquisitions or investments in IP content, or those benefits may be delayed or reduced in their realization. (K Enter, Production Companies, Merchandising Company, Investment Company)

Acquisitions, investments and mechanizations in IP content may be crucial components of the expected growth and the development of New K Enter’s business. Acquisitions may broaden and diversify New K Enter’s brand holdings and content offerings may and allow New K Enter to build additional capabilities and competencies.

New K Enter cannot be certain that the IP content it may acquire, or acquire an interest in, may achieve or maintain popularity with consumers in the future or that any such acquisitions or investments may allow New K Enter to more effectively market its brands, develop its competencies or grow its business. In some cases, New K Enter expects that the integration of the Six Korean Entities that New K enter plans to acquire and incorporate into its operations may create development, marketing and other operating, revenue or cost synergies which may produce greater revenue growth and profitability and, where applicable, cost savings, operating efficiencies and other advantages. However, New K Enter cannot be certain that these synergies, efficiencies and cost savings will be realized. Even if achieved, these benefits may be delayed or reduced in their realization. In other cases, New K Enter may acquire or invest in IP that it believes to have strong and creative management, in which case New K Enter may plan to operate them more autonomously rather than fully integrating them into its operations. New K Enter may not be certain that the key talented individuals who own such IP content would continue to work for New K Enter after the acquisition or that they would develop popular and profitable content, entertainment or services in the future. New K Enter cannot guarantee that any acquisition or investment it may make will be successful or beneficial, and such acquisitions may consume significant amounts of management attention and other resources, which may negatively impact other aspects of New K Enter’s business.

New K Enter will face competition and if it is unable to compete effectively with existing or new competitors, New K Enter’s revenues, market share and profitability may not achieve its expectations. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter will have many competitors in the motion picture and broader entertainment industry. Some of the current and potential competitors have greater resources, longer histories, more customers, and/or greater brand recognition than New K Enter, Such competitors may secure better IP content deals, adopt more aggressive marketing, and devote more resources to technology, infrastructure, content delivery, and other areas. New K Enter competes in Korea and internationally with a wide array of large and small IP content development, IP content investment firms, virtual IP content production companies and movie studios. In addition, New K Enter competes with companies who may be focused on building their brands across multiple consumer categories, including through entertainment offerings other than motion pictures and episodic content. Across New K Enter’s business, it face competitors who may be constantly monitoring and attempting to anticipate consumer tastes and trends, seeking content which may appeal to consumers, and introducing new content that compete with New K Enter’s content for consumer acceptance and purchase.

Competition may intensify, including with the development of new business models and the entry of new and well-funded competitors, and as New K Enter’s competitors enter into business combinations or alliances and established companies in other market segments expand to become competitive with New K Enter’s business. In addition, new and enhanced technologies, including search, digital content, and electronic devices, may increase New K Enter’s competition. The Internet may facilitate competitive entry and content offerings comparison, and increased competition may reduce New K Enter’s business profits.

New K Enter’s expansion into new IP content offerings, services, technologies, and geographic regions subjects New K Enter to additional business, legal, financial, and competitive risks. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter may have limited or no relevant expertise in its future IP content development and merchandizing, and it customers may not adopt to New K Enter’s IP content offerings. These offerings may present new and difficult technology and content delivery challenges, and New K Enter may be subject to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, profitability, if any, in New K Enter’s newer business activities may be lower than in its existing activities, and New K Enter may not be successful enough in these newer activities to recoup its investments in them. If any of this were to occur, it may damage New K Enter’s reputation, limit its growth, and negatively affect New K Enter’s results from operations.

Misalignment with public and consumer tastes and preferences for entertainment offerings may negatively impact demand for New K Enter’s IP content, which may have an adverse effect on New K Enter’s business, financial condition, results of operations and prospects. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter plans to develop, invest in, and merchandize entertainment content, the success of which may depend substantially on consumer interests and preferences that frequently change in unpredictable ways. The success of New K Enter’s business may depend on its ability to consistently create popular content, and to engage popular talent, that may meet the changing preferences of the broad consumer market and may respond to competition from an expanding array of entertainment choices facilitated by technological developments in the availability and delivery of digital content. Misalignment of New K Enter’s IP content if New K Enter may not be successful in responding to rapidly changing public and consumer tastes and preferences, may impact demand for New K Enter’s IP content offerings and its business, financial condition, results of operations and prospects may be materially affected.

Inflation may cause New K Enter’s investment and development costs as well as operating and administrative expenses to grow more rapidly than net sales, which may result in lower gross margins and lower net earnings (K Enter, Production Companies, Merchandising Company, Investment Company)

Market variables, such as inflation of labor rates and fuel, freight and energy costs, across multiple geographic regions, have and may continue to increase potentially causing New K Enter to be unable to efficiently manage its development costs and operating and administrative expenses in a way that would enable New K Enter to leverage its revenue growth into higher net earnings. In addition, New K Enter’s inability to pass on such increases in development costs to the consumers in a timely manner, or at all, may cause New K Enter’s operating and administrative expenses to grow, which may result in lower gross profit margins and lower net earnings.

The current inflation levels have not materially impacted New K Enter’s day-to-day operations. However, inflation affects the cost of production and demand for New K Enter’s merchandise products, film and drama and food and beverage segment (the smallest segment). New K Enter competes with limited consumer and teenager’s budgets for entertainment and K Pop merchandise goods.

K Pop video merchandise customers are the least price sensitive among New K Enter’s clientele. New K Enter’s merchandise is purchased by fans who are very loyal to their artists, and this results in a lower price elasticity. New K Enter believes that product sales volume is driven by product quality that meets the needs of fans and the timely release of these goods.

In the case for film production, inflation impacts New K Enter’s break-even point. Higher movie ticket prices and lower consumer disposable income also lowers demand. The main customers of dramas are broadcasting companies and Over-the-Top or OTT companies, and although production costs are increasing due to inflation New K Enter believes these firms have been willing to invest in high-quality content.

The food and beverage segment is particularly sensitive to inflation with rising material costs and wages directly impacting New K Enter’s costs. Consumers with lower disposable income and intense competition in the market makes it more difficult to pass on the increased costs to New K Enter’s customers.

Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of New K Enter’s expected consumers may negatively impact New K Enter’s expected sales growth and results of operations. (K Enter, Production Companies, Merchandising Company, Investment Company)

Economic, political and industry trends will affect New K Enter’s business environments. We expect that New K Enter will serve an industry in which the demand for its content and services may be sensitive to the production activity, capital spending and demand for content and services of New K Enter’s customers. Some of these customers (including distributors) operate in markets that maybe subject to cyclical fluctuations resulting from market uncertainty, trade and tariff policies, costs of goods sold, currency exchange rates, central bank interest rate fluctuations, economic downturns, recessions, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, labor shortages, inflation, natural or human induced disasters, extreme weather, outbreaks of pandemic disease such as the COVID-19 pandemic, inflation, deflation, and a variety of other factors beyond our control. Any of these factors may cause customers to idle, delay purchases, reduce wholesale purchasing levels, or experience reductions in the demand.

Any of these events may also reduce the volume of content and services these customers purchase from New K Enter or impair the ability of New K Enter’s customers to make full and timely payments and may cause increased pressure on New K Enter’s selling prices and terms of sale.

New K Enter’s expansions may place a strain on its management, operational, financial, and other resources. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s business may plan on operations of expansions, including increasing New K Enter’s IP acquisitions, service offerings and scaling New K Enter’s infrastructure to support its IP merchandizing businesses. This expansion may increase the complexity of New K Enter’s business and may place strain on New K Enter’s management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. New K Enter may not be able to manage growth effectively, which may damage New K Enter’s reputation, limit its growth, and negatively affect New K Enter’s operating results.

Consumer interests change rapidly and acceptance of New K Enter’s IP content offerings may be influenced by factors beyond New K Enter’s control. (K Enter, Production Companies, Merchandising Company, Investment Company)

The interests of families, individuals, fans and audiences evolve extremely quickly and may change from year to year and by geography. To be successful, New K Enter plans to correctly anticipate the types of IP content patterns which may capture consumers’ interests and imagination, and quickly develop and introduce innovative IP offerings which may compete successfully for consumers’ limited time, attention and spending. This challenge may be more difficult with the ever-increasing utilization of technology, social media and digital media in entertainment offerings, and the increasing breadth of entertainment available to consumers. Evolving consumer tastes and shifting interests, coupled with an ever-changing and expanding pipeline of entertainment and consumer properties and content which compete for consumer interest and acceptance, create an environment in which some content offerings may fail to achieve consumer acceptance, and other IP content offerings may be popular during a certain period of time but then be rapidly replaced. As a result, New K Enter’s IP content offerings may have short consumer life cycles.

Consumer acceptance of New K Enter’s or its partners’ entertainment offerings may be also affected by outside factors, such as reviews, promotions, the quality and acceptance of films and television programs, music, video games, and content released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and public tastes generally, all of which may change rapidly and most of which may be beyond New K Enter’s control. There may be no assurance that television programs and films, video games, video movies New K Enter distributes may obtain favorable reviews or ratings, that films, video games, video movies New K Enter distributes may be popular with consumers and perform well in New K Enter’s distribution channels.

If New K Enter devotes time and resources to distributing and marketing content that consumers do not accept or do not find interesting enough to buy in sufficient quantities to be profitable to New K Enter, New K Enter’s revenues and profits may decline, and New K Enter’s business performance may be harmed. Similarly, if New K Enter’s IP offerings fail to correctly anticipate consumer interests, New K Enter’s revenues and earnings may be reduced.

Failure to successfully operate New K Enter’s information systems and implement new technology effectively may disrupt New K Enter’s business or reduce New K Enter’s sales or profitability. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter may rely on various information technology systems and software applications to manage many aspects of its businesses, including content development, communications with New K Enter’s affiliates and partners, sale and delivery of New K Enter’s New K Enter New K Enter New K Enter content, royalty and financial reporting and various other processes and transactions. New K Enter may be dependent on the integrity, security and consistent operations of these systems and related back-up systems. These systems may be subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, malware and other cybersecurity breaches, catastrophic events such as hurricanes, fires, floods, earthquakes, tornadoes, acts of war or terrorism and usage errors by New K Enter’s employees or partners. The efficient operation and successful growth of New K Enter’s business may depend on these information systems, including New K Enter’s New K Enter ability to operate them effectively and to select and implement appropriate upgrades or new technologies and systems and adequate disaster recovery systems successfully. The failure of New K Enter’s information systems or third-party hosted technology to perform as designed or New K Enter’s failure to implement and operate them effectively may disrupt New K Enter’s business, require significant capital investments to remediate a problem or subject New K Enter to liability.

The products and internal systems of the Six Korean Entities that New K Enter expects to acquire, rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in New K Enter’s systems, could adversely affect New K Enter’s business. (K Enter, Production Companies, Merchandising Company, Investment Company)

The Six Korean Entities’ products and internal systems rely on software and hardware, including software and hardware developed or maintained internally and/or by third parties, that is highly technical and complex. In addition, the Six Korean Entities’ products and internal systems depend on the ability of such software and hardware to store, retrieve, process, and manage immense amounts of data. The software and hardware on which they rely upon may contain, and will in the future may further contain, errors, bugs, or vulnerabilities, and their systems are subject to certain technical limitations that may compromise the Six Korean Entities’ ability to meet their objectives. Some errors, bugs, or vulnerabilities inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design defects, or technical limitations within the software and hardware on which the Six Korean Entities rely upon have in the past led to, and may in the future lead to, outcomes including a negative experience for users and marketers who use their products, compromised ability of the Six Korean Entities’ products to perform in a manner consistent with their terms, contracts, or policies, delayed product introductions or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of the Six Korean Entities’ users and/or their intellectual property or other data, or reductions in the Six Korean Entities’ ability to provide some or all of their services. For example, the Six Korean Entities make commitments to their users as to how their data will be used within and across products, and the Six Korean Entities’ systems are subject to errors, bugs and technical limitations that may prevent them from fulfilling these commitments reliably. In addition, any errors, bugs, vulnerabilities, or defects in New K Enter’s systems or the software and hardware on which New K Enter relies, failures to properly address or mitigate the technical limitations in the Six Korean Entities’ systems, or associated degradations or interruptions of service or failures to fulfil commitments to their users may in the future lead to outcomes including damage to our reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect the post-acquisition New K Enter’s business and financial results.

If New K Enter’s electronic data is compromised, New K Enter’s business may be significantly harmed. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter and its subsidiaries may maintain significant amounts of data electronically in locations around the United States and in the cloud. This data may relate to all aspects of New K Enter’s business, including the Six Korean Entities’ and post-acquisition New K Enter’s content under development, and also may contain certain customer, consumer, supplier, partner and employee data. New K Enter may maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there may be a risk of intrusion, cyber-attacks or tampering that may compromise the integrity and privacy of this data. Cyber-attacks may be increasing in their frequency, sophistication and intensity, and may be becoming increasingly difficult to detect. They may be often carried out by motivated, well-resourced, skilled and persistent actors, including nation states, organized crime groups, “hacktivists” and employees or contractors acting with malicious intent. Cyber-attacks may include the deployment of harmful malware and key loggers, ransomware, a denial-of-service attack, a malicious website, the use of social engineering and other means to affect the confidentiality, integrity and availability of the Six Korean Entities’ and New K Enter’s technology systems and data. Cyber-attacks may also include information system attacks, which may cause a delay in the development, investment and distribution of New K Enter’s IP content. In addition, we expect that the New K Enter may provide confidential and proprietary information to its and the Six Korean Entities’ third-party business partners in certain cases where doing so may be necessary to conduct New K Enter’s business. While New K Enter obtains assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they may take steps to assure the protections of such data by third parties, those partners may also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of New K Enter’s customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of New K Enter’s information technology systems or other means may substantially disrupt New K Enter’s operations, harm New K Enter’s customers, consumers, employees and other business partners, damage New K Enter’s reputation, violate applicable laws and regulations, subject New K Enter to potentially significant costs and liabilities and may result in a loss of business that may be material.

New K Enter’s failure to raise additional capital or generate cash flows necessary to expand its operations and invest in the future which may reduce New K Enter’s ability to compete successfully and adversely affect New K Enter’s results of operations. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter may need to raise additional funds following the closing of the Business Combination, and New K Enter may not be able to obtain additional debt or equity financing on favorable terms or at all. If New K Enter raises additional equity financing, you may experience significant dilution of your ownership interests. If New K Enter raises additional debt financing, New K Enter may be required to accept terms that restrict New K Enter’s ability to incur additional indebtedness, may force New K Enter to maintain specified liquidity or other ratios or may restrict New K Enter’s ability to pay dividends or make acquisitions. If New K Enter needs additional capital and may not raise it on acceptable terms, or at all, New K Enter may not be able to, among other things:

	●	make the post closing payments to the owner of Play Company as called for the Play Company stock purchase agreement;

	●	invest in New K Enter’s business and continue to grow New K Enter’s brand and expand New K Enter’s fan base;

●

hire and retain employees, including celebrities, influences, and content creators as well as other employees and staff, including engineers, operations personnel, financial and accounting staff, and sales and marketing staff;

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respond to competitive pressures or unanticipated working capital requirements; or

●

pursue opportunities for acquisitions of, investments in, or strategic alliances and joint ventures with complementary businesses.

We expect New K Enter will face risks related to health epidemics and other widespread outbreaks of contagious disease, which may disrupt New K Enter’s expected operations and impact its expected operating results. (K Enter, Production Companies, Merchandising Company, Investment Company)

Significant outbreaks of contagious diseases, and other adverse public health developments, may have a material impact on New K Enter’s business operations and operating results. Since the global outbreak of COVID-19, nearly every country has throughout the world have been affected by the spread of the virus, including Korea and the United States, and has implemented various emergency measures to contain the virus outbreak, including travel restrictions, restrictions on public gatherings and required in-home quarantine. As New K Enter has a presence in these locations, these measures may affect the health of New K Enter’s employee and ability to travel and work remotely.

Moreover, during and since the Covid-19 pandemic, the film exhibition industry has suffered from a decline in attendance in revenues and attendance as well as delays in film production. In this environment, some high budget movies have failed to recoup production and distribution costs. New K Enter cannot predict how the Covid-19 pandemic or other pandemics may impact New K Enter’s operations and financial results.

Economic downturns and political and market conditions beyond New K Enter’s control may adversely affect New K Enter’s business, financial condition and results of operations. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s financial performance may be subject to global, Korea and U.S. economic conditions and their impact on levels of spending by customers and advertisers. Economic recessions may have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment and movie industries, which may adversely affect New K Enter’s business and financial condition. Due to international trade and monetary policy and other changes, there may appear to be an increasing risk of a recession. If the national and international economic recovery slows or stalls, these economies may experience another recession or any of the relevant regional or local economies suffers a downturn, New K Enter may experience a material adverse effect on New K Enter’s business, financial condition, results of operations or prospects.

In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole may reduce customers’ disposable income. Any one of these changes may have a material adverse effect on New K Enter’s business, financial condition, results of operations or prospects.

Reductions in discretionary consumer spending may have an adverse effect on New K Enter’s business, financial condition, results of operations and prospects. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s expected business may be particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including movies and TV series, may be affected by changes in the economy and consumer tastes, both of which may be difficult to predict and beyond New K Enter’s control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce New K Enter’s customers’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as movie going or online streaming. As a result, New K Enter may not ensure that demand for future offerings may remain constant. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases may lead to a further reduction in discretionary spending on leisure activities, such as movie going or online streaming. Any significant or prolonged decrease in consumer spending on entertainment or leisure activities may adversely affect the demand for New K Enter’s expected offerings, reducing New K Enter’s expected cash flows and revenues, and thereby materially harming New K Enter’s expected business, financial condition, results of operations and prospects.

Changes in foreign currency exchange rates may significantly impact New K Enter’s expected reported financial performance. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s expected global operations mean it will transact business in many different jurisdictions with many different currencies. As a result, if the exchange rate between the U.S. dollar and a local currency for an international market in which New K Enter has significant sales or operations changes, New K Enter’s financial results as reported in U.S. dollars, may be meaningfully impacted even if New K Enter’s business in the local currency is not significantly affected. Similarly, New K Enter’s expenses may be significantly impacted, in U.S. dollar terms, by exchange rates, meaning the profitability of New K Enter’s business in U.S. dollar terms may be negatively impacted by exchange rate movements which New K Enter does not control. Depreciation in key currencies may have a significant negative impact on New K Enter’s revenues and earnings as they may be reported in U.S. dollars.

The Six Korean Entities’ business involves risks of liability claims for media content, which may adversely affect their business, results of operations and financial condition. (K Enter, Production Companies, Merchandising Company, Investment Company)

As a developer, investor and distributor of media content, New K Enter may face potential liability for defamation, invasion of privacy, negligence, copyright or trademark infringement, and other claims based on the nature and content of the materials distributed. These types of claims have been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that may be not covered by insurance or may be in excess of insurance coverage may have a material adverse effect on New K Enter’s business, results of operation and financial condition.

The Six Korean Entities’ relies on information technology and other systems and platforms, and any failures, errors, defects or disruptions in their systems or platforms may diminish New K Enter’s brand and reputation, subject New K Enter to liability, disrupt its business, affect its ability to scale technical infrastructure and adversely affect its operating results and growth prospects. New K Enter’s IP content and other software applications and systems, and the third-party platforms upon which they may be made available may contain undetected errors. (K Enter, Production Companies, Merchandising Company, Investment Company)

The Six Korean Entities’ technology infrastructure may be important to the performance of their offerings and to customer satisfaction. New K Enter will devote resources to network and data security to protect the Six Korean Entities’ systems and data. However, New K Enter’s systems may not be designed with the necessary reliability and redundancy to avoid performance delays or outages that may be harmful to the Six Korean Entities’ business. We may not assure you that the measures New K Enter will take to prevent or hinder cyber-attacks and protect New K Enter’s systems, data and customer information and to prevent outages, data or information loss, fraud and to prevent or detect security breaches, including a disaster recovery strategy for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services, may provide absolute security. We may in the future experience website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. To date, the Six Korean Entities have not had a material impact from such disruptions; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with their computer systems and technological infrastructure, or those of third parties, may result in a wide range of negative outcomes, each of which may materially adversely affect their business, financial condition, results of operations and prospects. Additionally, the Six Korean Entities’ content may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch. If a particular content offering may be unavailable when customers attempt to access it or navigation through platforms may be slower than they expect, customers may be less likely to return to the Six Korean Entities’ content as often, if at all. Furthermore, programming errors, defects and data corruption may disrupt the Six Korean Entities’ operations, may adversely affect the experience of the Six Korean Entities’ customers, harm the Six Korean Entities’ reputation, cause the Six Korean Entities’ customers to stop utilizing their platforms, divert the Six Korean Entities’ resources and delay market acceptance of their offerings, any of which may result in legal liability to the Six Korean Entities, harm their business, financial condition, results of operations and prospects.

If the Six Korean Entities’ customer base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, the Six Korean Entities may need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy the Six Korean Entities’ customers’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of the Six Korean Entities’ offerings. In addition, there may be issues related to this infrastructure that may be not identified during the testing phases of design and implementation, which may only become evident after the Six Korean Entities’ has started to fully use the underlying equipment or software, that may further degrade the customer experience or increase their costs. As such, New K Enter may fail to continue to effectively scale and grow its technical infrastructure to accommodate increased demands. In addition, the post-acquisition New K Enter’s business may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies (such as COVID-19) or other catastrophic events. We believe that if New K Enter’s customers have a negative experience with is content offerings, or if New K Enter’s brand or reputation may be negatively affected, customers may be less inclined to continue or resume enjoying its content or recommend its content to other potential customers. As such, a failure or significant interruption in New K Enter’s service may harm its reputation, business and operating results.

Despite the Six Korean Entities’ security measures, their information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach may compromise Six Korean Entities’ networks and the information stored there may be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information may result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of Six Korean Entities’ operations and the services they provides to customers, damage to New K Enter’s reputation, and a loss of confidence in New K Enter’s content and services, which may adversely affect New K Enter’s business. (K Enter, Production Companies, Merchandising Company, Investment Company)

The secure maintenance and transmission of customer information will be an important element of New K Enter’s operations. The Six Korean Entities’ information technology and other systems that maintain and transmit customer information, or those of service providers, business partners or employee information may be compromised by a malicious third-party penetration of New K Enter’s network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by their employees, or those of a third-party service provider or business partner. As a result, the Six Korean Entities’ customers’ information may be lost, disclosed, accessed or taken without their customers’ consent. New K Enter and its Korean subsidiaries may not provide assurance that they may not experience any cyberattacks in the future and such cyberattacks may have a material impact on New K Enter’s operations or financial results.

Six Korean Entities rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including credit card numbers. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, websites may be often attacked through compromised credentials, including those obtained through phishing and credential stuffing. The Six Korean Entities’ security measures, and those of their third-party service providers, may not detect or prevent all attempts to breach the Six Korean Entities’ systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by their websites, networks and systems or that they or such third parties otherwise maintain, including payment card systems, which may subject the Six Korean Entities or New K Enter to fines or higher transaction fees or limit or terminate their access to certain payment methods. New K Enter, its Korean subsidiaries and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against them or their third-party service providers.

In addition, security breaches may also occur as a result of non-technical issues, including intentional or inadvertent breaches by New K Enter’s employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications New K Enter uses also increases. Breaches of New K Enter’s security measures or those of New K Enter’s third-party service providers or cybersecurity incidents may result in unauthorized access to New K Enter’s sites, networks and systems; unauthorized access to and misappropriation of customer information, including customers’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from New K Enter’s sites, networks or systems; deletion or modification of content or the display of unauthorized content on New K Enter’s sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; litigation, regulatory action and other potential liabilities. If any of these breaches of security should occur and be material, New K Enter’s reputation and brand may be damaged, New K Enter’s business may suffer, New K Enter may be required to expend significant capital and other resources to alleviate problems caused by such breaches, and New K Enter may be exposed to a risk of loss, litigation or regulatory action and possible liability. New K Enter may not guarantee that recovery protocols and backup systems may be sufficient to prevent data loss. Actual or anticipated attacks may cause New K Enter to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

In addition, any party who may be able to illicitly obtain a customer’s password may access the customer’s transaction data or personal information, resulting in the perception that New K Enter’s systems may be insecure. Any compromise or breach of New K Enter’s security measures, or those of New K Enter’s third-party service providers, may violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in New K Enter’s security measures, which may have a material adverse effect on New K Enter’s business, financial condition, results of operations and prospects.

New K Enter addresses cyber security risks and plan to strengthen New K Enter’s security by working with an IT consulting firm to mitigate potential security breaches of customer information, business partners and employee information. Breaches at third-party providers can also directly impact us. New K Enter is bolstering in-house capabilities and risk management measures including data backup and recovery, investment in advanced technologies but also recognize the need to leverage the expertise of cybersecurity professionals. New K Enter plans to evaluate New K Enter’s consultant’s recommendations regarding assessing, identifying, and mitigating these risks to develop a comprehensive plan to manage cybersecurity risks. New K Enter plans to keep the board informed of these discussions, the implementation plan and proactively engage with them on New K Enter’s cybersecurity efforts.

New K Enter’s data is stored both in the U.S. and in Korea and New K Enter will maintain security to ensure the continued integrity of New K Enter’s business operation while weighing costs and the need to minimize potential impacts to New K Enter’s business.

The Six Korean Entities rely on third-party service providers with respect to their platforms and to deliver their offerings to customers on their platforms, and any disruption of or interference with their use of such services may adversely affect New K Enter’s business, financial condition, results of operations and prospects. (K Enter, Production Companies, Merchandising Company, Investment Company)

The Six Korean Entities currently maintain and support their operations using private cloud infrastructure, which may be built using third-party platform and datacenter providers. In addition, as we expect New K Enter to enter new jurisdictions, New K Enter may rely on third-party providers of cloud infrastructure services. New K Enter may not have control over the operations of the facilities or infrastructure of any third-party service providers, including third-party platform providers, that New K Enter expect to use. Such third parties’ facilities may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. New K Enter’s platform’s continuing and uninterrupted performance may be important to New K Enter’s success. We expect that in New K Enter will experience interruptions, delays and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in these third parties’ service levels may adversely affect New K Enter’s ability to meet the requirements of New K Enter’s customers. As New K Enter’s platform’s continuing and uninterrupted performance may be important to its success, sustained or repeated system failures would reduce the attractiveness of New K Enter’s offerings. It may become increasingly difficult to maintain and improve New K Enter’s performance, especially during peak usage times, as New K Enter expands and the usage of New K Enter’s offerings increases.

In the event that any of the Six Korean Entities’ agreements with these third-party service providers may be terminated, New K Enter may experience significant costs or downtime in connection with the transfer to, or the addition of, new platform providers, data site providers or cloud infrastructure service providers. Although alternative providers may host New K Enter’s platform on a substantially similar basis, such transition may potentially be disruptive and New K Enter may incur significant one-time costs.

Any of the above circumstances or events may harm New K Enter’s reputation and brand, reduce the availability or usage of New K Enter’s platform, lead to a significant loss of revenue, increase New K Enter’s costs and impair New K Enter’s ability to attract new customers, any of which may adversely affect New K Enter’s business, financial condition and results of operations.

New K Enter plans to have a significant level of operations outside of the United States, which subjects New K Enter to additional costs and risks that may adversely affect its operating results. (K Enter, Production Companies, Merchandising Company, Investment Company)

We expect a significant portion of New K Enter’s operations will be, after the acquisition of the Six Korean Entities, located in Korea.

Compliance with Korean and U.S. laws and regulations that apply to New K Enter’s international operations may increase New K Enter’s cost of doing business. As a result of New K Enter’s international operations, New K Enter may be subject to a variety of risks and challenges in managing an organization operating in various countries, including those related to:

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challenges caused by distance as well as language and cultural differences;

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general economic conditions in each country or region;

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regulatory changes;

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political unrest, terrorism and the potential for other hostilities;

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public health risks, particularly in areas in which New K Enter has significant operations;

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longer payment cycles and difficulties in collecting accounts receivable;

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overlapping or changes in tax regimes;

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difficulties in transferring funds from certain countries;

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laws such as the U.S. Foreign Corrupt Practices Act, and local laws which also prohibit corrupt payments to governmental officials; and

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reduced protection for intellectual property rights in some countries.

If New K Enter is unable to expand or manage New K Enter’s existing development operations, New K Enter may not realize, in whole or in part, the anticipated business projections, which in turn may materially adversely affect New K Enter’s business, financial condition, and results of operations. Moreover, the financial projections contained 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, which did not occur. Accordingly, the delay in K Enter’s acquisition of the Six Korean Entities and the closing of the Business Combination beyond March 31, 2024, will reduce PubCo’s projected revenues for 2024, but is not expected to have a materially adverse impact on PubCo’s revenues for the fiscal years 2025 through 2028.

The financial projections upon which the Second Fairness Opinion is based assumed that the Business Combination would occur on or before March 31, 2024. K Enter believes the delay in closing the Business Combination is expected to reduce New K Enter’s projected financial results of operations for 2024 because it will delay PubCo’s investment in new media content production, which is expected to drive revenues. The delay in closing the Business Combination is not expected to adversely impact PubCo’s projected results for 2025 or subsequent years, as it does not reflect a long-term trend, but rather a short-term delay in implementing business strategies. The expected reduction in PubCo’s projected revenues does not impact the Second Fairness Opinion dated March 12, 2024 (as updated on April 29, 2024), which was issued as of March 12, 2024. Global Star’s board of directors has determined that no purchase price adjustment is appropriate due to the negative deviation in performance from projected 2024 financial results of operations.

New K Enter expects, from time to time, to be subject to various legal proceedings which, if adversely determined, may cause New K Enter to incur substantial losses. An adverse outcome in one or more of such proceedings may adversely affect New K Enter’s business. (K Enter, Production Companies, Merchandising Company, Investment Company)

From time to time, during the normal course of operating New K Enter’s business, New K Enter may be subject to various legal proceedings. Because New K Enter may not accurately predict the outcome of any action, it may be possible that, as a result of current and/or future litigation, New K Enter may be subject to adverse judgments or settlements, some of which may not be covered under New K Enter’s insurance policies. Any litigation to which New K Enter may be a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or New K Enter may decide to settle lawsuits on similarly unfavorable terms. These proceedings may also result in reputational harm, criminal sanctions, consent decrees or orders preventing New K Enter from offering certain content or requiring a change in New K Enter’s business practices in costly ways or requiring development of non-infringing or otherwise altered content. Litigation and other claims and regulatory proceedings against New K Enter may result in unexpected disciplinary actions, legal expenses and liabilities. Any of the foregoing may have a material adverse effect on New K Enter’s business, financial condition, results of operations and prospects.

If Internet and other technology-based service providers experience service interruptions, New K Enter’s ability to conduct its business may be impaired and New K Enter’s business, financial condition and results of operations may be adversely affected. (K Enter, Production Companies, Merchandising Company, Investment Company)

A substantial portion of New K Enter’s network infrastructure may be provided by third parties, including Internet service providers and other technology-based service providers. See “—New K Enter relies on third-party service providers with respect to New K Enter’s platform and to deliver New K Enter’s offerings to customers on New K Enter’s platform, and any disruption of or interference with New K Enter’s use of such services may adversely affect New K Enter’s business, financial condition, results of operations and prospects.” New K Enter requires technology-based service providers to implement cyber-attack-resilient systems and processes. However, if Internet service providers experience service interruptions, including because of cyber-attacks, or due to an event causing an unusually high volume of Internet use (such as during the COVID-19 pandemic or other public health emergency), communications over the Internet may be interrupted and impair New K Enter’s ability to conduct New K Enter’s business. Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, which may not be successful and thus may impact the ability of New K Enter’s customers to access New K Enter’s platform or offerings in a timely fashion or at all. In addition, New K Enter’s ability to process e-commerce transactions may depend on bank processing and credit card systems. To prepare for system problems, New K Enter may continuously seek to strengthen and enhance New K Enter’s current facilities and the capabilities of New K Enter’s system infrastructure and support. Nevertheless, there may be no assurance that the Internet infrastructure or New K Enter’s own network systems may continue to be able to meet the demand placed on New K Enter by the continued growth of the Internet, the overall online streaming communities and the motion picture industry and New K Enter’s customers. Any difficulties these providers face, including the potential of certain network traffic receiving priority over other traffic (such as lack of net neutrality), may adversely affect New K Enter’s business, and New K Enter may exercise little control over these providers, which may increase New K Enter’s vulnerability to problems with the services they provide. Any system failure as a result of reliance on third parties, such as network, software or hardware failure, including as a result of cyber-attacks, which causes a loss of New K Enter’s customers’ property or personal information or a delay or interruption in New K Enter’s online services and content, including New K Enter’s ability to handle existing or increased traffic, may result in a loss of anticipated revenue, interruptions to New K Enter’s platform and offerings, cause New K Enter to incur significant legal, remediation and notification costs, degrade the customer experience and cause customers to lose confidence in New K Enter’s offerings, any of which may have a material adverse effect on New K Enter’s business, financial condition, results of operations and prospects.

The Six Korean Entities’ growth may depend, in part, on the success of their current and future strategic relationships with third parties. Overreliance on certain third parties, or their inability to extend existing relationships of their predecessor entities or agree to new relationships may cause unanticipated costs for The Six Korean Entities and impact their financial performance in the future. (K Enter, Production Companies, Merchandising Company, Investment Company)

The Six Korean Entities may, in the future, rely on relationships with movie directors, IP investment and development firms, advertisers, marketing firms and other third parties in order to attract customers to their contents. These relationships may, along with providers of online services, search engines, social media, directories and other websites and ecommerce businesses, direct consumers to their platforms. In addition, many of the parties with whom the Six Korean Entities may have advertising arrangements through relationships of their predecessor entities provide advertising services to other companies, including other gaming platforms with whom the Six Korean Entities may compete. While the Six Korean Entities believe there may be other third parties that may drive customers to their platforms, adding or transitioning to them may disrupt their business and increase their costs. In the event that any of the Six Korean Entities’ future relationships fails to provide services to them in accordance with the terms of their arrangement, or at all, and the Six Korean Entities may not be able to find suitable alternatives, this may impact their ability to attract consumers cost effectively and harm our business, financial condition, results of operations and prospects.

New K Enter’s growth may depend on its ability to attract and retain customers, and the loss of its customers, failure to attract new customers in a cost-effective manner, or failure to effectively manage New K Enter’s growth may adversely affect its business, financial condition, results of operations and prospects. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s ability to achieve growth in revenue in the future may depend, in large part, upon New K Enter’s ability to attract new customers to New K Enter’s content offerings, retain existing customers of New K Enter’s content offerings and reactivate customers in a cost-effective manner. Achieving growth in New K Enter’s community of customers may require New K Enter to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return on investment. New K Enter expects to use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve New K Enter’s objectives. If the search engines on which New K Enter relies modify their algorithms, change their terms, or if the prices at which New K Enter may purchase listings increase, then New K Enter’s costs may increase, and fewer customers may click through to New K Enter’s website. If links to New K Enter’s website may not be displayed prominently in online search results, if fewer customers click through to New K Enter’s website, if New K Enter’s other digital marketing campaigns may not be effective, of it the costs of attracting customers using any of New K Enter’s current methods significantly increase, then New K Enter’s ability to efficiently attract new customers may be reduced, New K Enter’s revenue may decline and New K Enter’s business, financial condition and results of operations may be harmed.

New K Enter may invest in or acquire other businesses, and its business may suffer if New K Enter is unable to successfully integrate acquired businesses into New K Enter or otherwise manage the growth associated with multiple acquisitions. (K Enter, Production Companies, Merchandising Company, Investment Company)

As part of New K Enter’s business strategy, New K Enter may make acquisitions as opportunities arise to add new or complementary businesses, content, or entertainment offerings. In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts. There may be no assurance that the time and resources expended on pursuing a particular acquisition may result in a completed transaction, or that any completed transaction may ultimately be successful. In addition, New K Enter may be unable to identify suitable acquisition or strategic investment opportunities, or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all. New K Enter may decide to pursue acquisitions with which New K Enter’s investors may not agree and New K Enter may not assure investors that any acquisition or investment may be successful or otherwise provide a favorable return on investment. In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on New K Enter’s management, as well as on New K Enter’s operational and financial infrastructure. In addition, if New K Enter fails to successfully close transactions or integrate new teams, or integrate the content and technologies associated with these acquisitions into New K Enter’s company, New K Enter’s business may be seriously harmed. Acquisitions may expose New K Enter to operational challenges and risks, including:

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the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel, financial reporting, accounting and internal controls, technologies and content into New K Enter’s business;

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incurrence of indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic or cultural challenges in managing and integrating the expanded or combined operations;

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entry into jurisdictions or acquisition of content or technologies with which New K Enter has limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions;

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diversion of management’s attention and the over-extension of New K Enter’s operating infrastructure and New K Enter’s management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth;

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the ability to fund New K Enter’s capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and

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the ability to retain or hire qualified personnel required for expanded operations.

New K Enter’s acquisition strategy may not succeed if New K Enter is unable to remain attractive to target companies or expeditiously close transactions. Issuing common shares to fund an acquisition would cause economic dilution to existing shareholders. If New K Enter develops a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view New K Enter’s common shares unfavorably, New K Enter may be unable to consummate key acquisition transactions essential to New K Enter’s corporate strategy and New K Enter’s business may be seriously harmed.

New K Enter’s success may depend on the performance of its current and future employees, including certain key employees. Recruitment and retention of these individuals may be vital to growing New K Enter’s business and meeting its business plans. The loss of any of New K Enter’s key executives or other key employees may harm its business. (K Enter, Production Companies, Merchandising Company, Investment Company)

K Enter depends on a limited number of key personnel to manage and operate New K Enter’s business, including New K Enter’s Chairman - Pyeong Ho Choi, Interim Chief Executive Officer - Tan Chin Hwee and New K Enter’s Chief Financial Officer – Jun Jong. The leadership of New K Enter’s current executive officers may have been a useful element in building New K Enter’s operations, and the departure, death or disability of any one of New K Enter’s executive officers or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, may have a material adverse effect on New K Enter’s business.

In addition, certain of New K Enter’s other employees may have made significant contributions to their growth and success. New K Enter believes its success and New K Enter’s ability to compete and grow may depend in large part on the efforts and talents of New K Enter’s employees and on New K Enter’s ability to retain highly skilled personnel. The competition for these types of personnel may be intense and New K Enter may compete with other potential employers for the services of New K Enter’s employees. As a result, New K Enter may not succeed in retaining the executives and other key employees that New K Enter needs. Employees, particularly analysts and engineers, may be in high demand, and New K Enter may devote significant resources to identifying, hiring, training, successfully integrating and retaining these employees. New K Enter may not provide assurance that New K Enter may be able to attract or retain such highly qualified personnel in the future. In addition, the loss of employees or the inability to hire additional skilled employees as necessary may result in significant disruptions to New K Enter’s business, and the integration of replacement personnel may be time-consuming and expensive and cause additional disruptions to New K Enter’s business.

The unexpected loss of services of one or more of these key employees may have a material adverse effect on New K Enter’s business, financial condition, results of operations and prospects. Additionally, as New K Enter grows and develop the infrastructure of a public company, New K Enter may find it difficult to maintain New K Enter’s entrepreneurial, innovative and team-based culture. New K Enter’s retention and recruiting may require significant increases in compensation expense as New K Enter transitions to a public company, which would adversely affect New K Enter’s results of operation. If New K Enter does not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, New K Enter may be unable to grow effectively and New K Enter’s business may be harmed.

Digital piracy may adversely impact the Six Korean Entities’ business. (K Enter, Production Companies, Merchandising Company, Investment Company)

A substantial portion of the Six Korean Entities’ revenue comes from the distribution of music and digital content which is potentially subject to unauthorized consumer copying and widespread digital dissemination without an economic return to us, including as a result of “stream-ripping.” In its Engaging with Music 2021 report, IFPI surveyed 43,000 people to examine the ways in which music consumers engaged with recorded music across 21 countries. Of those surveyed, 30% had used illegal or unlicensed methods to listen to or download music, and 14% had used unlicensed social media platforms for music purposes, the leading form of music piracy. Organized industrial piracy may also lead to decreased revenues. The potential impact of digital piracy on legitimate music revenues and subscriptions is hard to quantify, but we believe that illegal file sharing and other forms of unauthorized activity, including stream manipulation, have a substantial negative impact on music revenues. If the Six Korean Entities fail to obtain appropriate relief through the judicial process or the complete enforcement of judicial decisions issued in their favor (or if judicial decisions are not in their favor), if New K Enter is unsuccessful in its efforts to lobby governments to enact and enforce stronger legal penalties for copyright infringement or if it fails to develop effective means of protecting and enforcing the Six Korean Entities’ intellectual property (whether copyrights or other intellectual property rights such as patents, trademarks and trade secrets) or their music entertainment-related products or services, New K Enter’s results of operations, financial position and prospects may suffer.

Post-acquisition New K Enter’s insurance may not provide adequate levels of coverage against claims. (K Enter, Production Companies, Merchandising Company, Investment Company)

We expect New K Enter will maintain insurance that we believe may be customary for businesses of its size and type. However, there may be types of losses New K Enter may incur that may not be insured against or that New K Enter believes may not be economically reasonable to insure. Moreover, any loss incurred may exceed policy limits and policy payments made to New K Enter may not be made on a timely basis. Such losses may adversely affect New K Enter’s business prospects, results of operations, cash flows and financial condition.

New K Enter’s business will be subject to complex and evolving U.S. and foreign laws and regulations regarding privacy, data use and data protection, content, competition, consumer protection, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to New K Enter’s business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm New K Enter’s business. (K Enter, Production Companies, Merchandising Company, Investment Company)

We expect that New K Enter will be subject to a variety of laws and regulations that involve matters central to its business, including privacy, data use, data protection and personal information, rights of publicity, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, artificial intelligence, electronic contracts and other communications, competition, protection of minors, consumer protection, telecommunications, product liability, e-commerce, taxation, economic or other trade prohibitions or sanctions, anti-corruption and political law compliance, securities law compliance, and online payment services. The introduction of new products, expansion of New K Enter’s activities in certain jurisdictions, or other actions that New K Enter may take may subject New K Enter to additional laws, regulations, or other government scrutiny. In addition, foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States.

Since the Six Korean Entities’ operations are based in Korea, where most of their users are domiciled, New K Enter and its subsidiaries are expected to be subject to, among others, the Personal Information Protection Act and related legislation, regulations and orders (the “PIPA”), the Act on the Promotion of Information and Communications Network Utilization and Protection of Information Act (Korea), and the Credit Information Act in Korea that specifically regulates certain sensitive personal information. PIPA requires consent by the consumer with respect to the use of his or her data and requires the persons responsible for management of personal data to take the necessary technological and managerial measures to prevent data breaches and, among other duties, to notify the Personal Information Protection Commission of any data breach incidents within 24 hours. Failure to comply with PIPA in any manner may subject these persons responsible to personal liability for not obtaining such consent in an appropriate manner or for such breaches, including even negligent breaches, and violators face varying penalties ranging from monetary penalties to imprisonment. New K Enter strives to take the necessary technological and managerial measures to comply with PIPA, including the implementation of privacy policies concerning the collection, use, and disclosure of subscriber data on New K Enter’s apps and websites, and New K Enter regularly reviews and updates New K Enter’s policies and practices. Despite these efforts to comply with PIPA, these rules are complex and evolving, subject to interpretation by government regulators which may change over time and therefore New K Enter is subject to the risk of claims by regulators of failure to comply with PIPA. Any failure, or perceived failure, by New K Enter and its subsidiaries to comply with such policies, laws, regulations, and other legal obligations and regulatory guidance could adversely affect New K Enter’s reputation, brand, and business, and may result in claims, proceedings, or actions, including criminal proceedings, against New K Enter and certain of New K Enter’s executive officers by governmental entities or others or other liabilities. Any such claim, proceeding, or action, could hurt New K Enter’s reputation, brand, and business, force New K Enter to incur significant expenses in defense of such proceedings, distract New K Enter’s management, increase New K Enter’s costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on New K Enter’s business, financial condition, and results of operations.

These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which New K Enter operates, and may be interpreted and applied inconsistently from country to country and inconsistently with New K Enter’s current policies and practices. For example, regulatory or legislative actions affecting the manner in which New K Enter displays content to New K Enter’s users or obtain consent to various practices could adversely affect user growth and engagement. Such actions could affect the manner in which New K Enter provides its services or adversely affect New K Enter’s financial results.

We also expect that New K Enter will be subject to evolving laws and regulations that dictate whether, how, and under what circumstances New K Enter and its subsidiaries can transfer, process and/or receive certain data that is critical to our future operations, including data shared between countries or regions in which we operate and data shared among Six Korean Entities’ products and services. If, post acquiring the Six Korean Entities, New K Enter is unable to transfer data between and among countries and regions in which New K Enter operates, or if New K Enter is restricted from sharing data among New K Enter’s products and services, it could affect New K Enter’s ability to provide services, the manner in which New K Enter provides its services or New K Enter’s ability to target ads, which could adversely affect New K Enter’s financial results.

Proposed or new legislation and regulations could also significantly affect New K Enter’s business. Laws and regulations are evolving and subject to interpretation, and resulting limitations on New K Enter’s advertising services, or reductions of advertising by marketers, have to some extent adversely affected, and will continue to adversely affect, New K Enter’s advertising business. Changes to Six Korean Entities’ products or business practices as a result of these developments may adversely affect New K Enter’s advertising business. Similarly, there are a number of legislative proposals in the European Union, the United States, at both the federal and state level, as well as other jurisdictions that could impose new obligations or limitations in areas affecting New K Enter’s business. In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering New K Enter’s services.

For example, the European Union traditionally has imposed stricter obligations under its laws and regulations relating to privacy, data protection and consumer protection than the United States. In May 2018, the European Union’s new regulation governing data practices and privacy called the General Data Protection Regulation, or GDPR, became effective and substantially replaced the data protection laws of the individual European Union member states. The law requires companies to meet more stringent requirements regarding the handling of personal data of individuals in the EU than were required under predecessor EU requirements. In the United Kingdom, a Data Protection Bill that substantially implements the GDPR also became law in May 2018. The law also increases the penalties for non-compliance, which may result in monetary penalties of up to €20.0 million or 4% of a company’s worldwide turnover, whichever is higher. The GDPR and other similar regulations require companies to give specific types of notice and in some cases seek consent from consumers and other data subjects before collecting or using their data for certain purposes, including some marketing activities. Outside of the European Union, many countries have laws, regulations, or other requirements relating to privacy, data protection, information security, and consumer protection, and new countries are adopting such legislation or other obligations with increasing frequency. Many of these laws may require consent from consumers for the use of data for various purposes, including marketing, which may reduce New K Enter’s ability to market New K Enter’s products. There is no harmonized approach to these laws and regulations globally. Consequently, New K Enter increases its risk of non-compliance with applicable foreign data protection laws by operating internationally. New K Enter may need to change and limit the way New K Enter uses personal information in operating New K Enter’s business and may have difficulty maintaining a single operating model that is compliant. In addition, various federal, state and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, information security and consumer protection. For example, California adopted the California Consumer Privacy Act of 2018 (“CCPA”), which provides new data privacy rights for consumers and new operational requirements for businesses. The CCPA includes a statutory damages framework and private rights of action against businesses that fail to comply with certain CCPA terms or implement reasonable security procedures and practices to prevent data breaches. The CCPA went into effect in January 2020. The effects of the CCPA potentially are significant, however, and may require New K Enter to modify New K Enter’s data processing practices and policies and to incur substantial costs and expenses in an effort to comply. As a general matter, compliance with laws, regulations, and any applicable rules or guidance from self-regulatory organizations relating to privacy, data protection, information security and consumer protection, may result in substantial costs and may necessitate changes to New K Enter’s business practices, which may compromise New K Enter’s growth strategy, adversely affect New K Enter’s ability to acquire customers, and otherwise adversely affect New K Enter’s business, financial condition and operating results.

These laws and regulations, as well as any associated claims, inquiries, or investigations or any other government actions, have in the past led to, and may in the future lead to, unfavorable outcomes including increased compliance costs, delays or impediments in the development of new products, negative publicity and reputational harm, increased operating costs, diversion of management time and attention, and remedies that harm New K Enter’s business, including fines or demands or orders that New K Enter modifies or ceases existing business practices.

Changes in tax laws or regulations that are applied adversely to New K Enter or its customers may have a material adverse effect on New K Enter’s business, cash flow, financial condition or results of operations. (K Enter, Production Companies, Merchandising Company, Investment Company)

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could affect the tax treatment of New K Enter’s earnings and adversely affect New K Enter’s operations, and New K Enter’s business and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. There may be material adverse effects resulting from the legislation that New K Enter has not yet identified. No estimated tax provision has been recorded in the financial statements included herein for tax attributes that are incomplete or subject to change.

The foregoing items could have a material adverse effect on New K Enter’s business, cash flow, financial condition or results of operations. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. The impact of this tax legislation on holders of New K Enter’s common stock is also uncertain and could be adverse. New K Enter urges its stockholders and investors to consult with New K Enter’s legal and tax advisors with respect to this legislation and the potential tax consequences of investing in or holding New K Enter’s common stock.

Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on New K Enter’s business. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. New K Enter is committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA. New K Enter is subject, however, to the risk that we, New K Enter’s affiliated entities or New K Enter’s or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect New K Enter’s business, results of operations or financial condition. In addition, actual or alleged violations could damage New K Enter’s reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of New K Enter’s senior management.

Fluctuations in exchange rates could result in foreign currency exchange losses to New K Enter’s. (K Enter, Production Companies, Merchandising Company, Investment Company)

The value of the Korean Won and other currencies against the U.S. dollar has fluctuated, and may continue to fluctuate and is affected by, among other things, changes in political and economic conditions. It is difficult to predict how market forces or Korean or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the Korean Won and the U.S. dollar in the future.

A substantial percentage of New K Enter’s revenue and costs are denominated in Korean Won, and a significant portion of New K Enter’s financial assets are also denominated in Korean Won, while New K Enter anticipates that a substantial portion of any debt incurred will be denominated in U.S. dollars. New K Enter is a holding company and New K Enter may receive dividends, loans and other distributions on equity paid by New K Enter’s operating subsidiaries in Korea. Any significant fluctuations in the value of the Korean Won may materially and adversely affect New K Enter’s liquidity and cash flows. For example, the depreciation of the Korean Won and other foreign currencies against the U.S. dollar typically results in a material increase in the cost of hosting services and equipment purchased from outside of Korea and the cost of servicing debt denominated in currencies other than the Korean Won. As a result, any significant depreciation of the Korean Won or other major foreign currencies against the U.S. dollar may have a material adverse effect on New K Enter’s results of operations. If New K Enter decides to convert New K Enter’s Korean Won into U.S. dollars for the purpose of repaying principal or interest expense on any future U.S. dollar-denominated debt, making payments for dividends on New K Enter’s common stock, or other business purposes, depreciation of the Korean Won or other foreign currencies against the U.S. dollar would have a negative effect on the U.S. dollar amount New K Enter would receive. Conversely, to the extent that New K Enter needs to convert U.S. dollars into Korean Won for New K Enter’s operations, appreciation of the Korean Won against the U.S. dollar would have an adverse effect on the Korean Won amount New K Enter would receive.

Tensions with North Korea could have an adverse effect on New K Enter’s business, financial condition, and results of operations, and the price per share of PubCo’s ordinary shares may decrease. (K Enter, Production Companies, Merchandising Company, Investment Company)

Relations between Korea and North Korea have fluctuated over the years. Tension between Korea and North Korea may increase or change abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon and ballistic missile programs as well as its hostile military actions against Korea.

North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Since April 2018, North Korea has held a series of bilateral summit meetings with Korea and the United States to discuss peace and denuclearization of the Korean peninsula. However, North Korea has since resumed its missile testing, heightening tensions, and the outlook of such discussions remains uncertain.

Further tensions in North Korean relations could develop due to a leadership crisis, breakdown in high-level inter-Korea contacts or military hostilities. Alternatively, tensions may be resolved through reconciliatory efforts, which may include peace talks, alleviation of sanctions or reunification. New K Enter cannot assure you that future negotiations will result in a final agreement on North Korea’s nuclear program, including critical details such as implementation and timing, or that the level of tensions between Korea and North Korea will not escalate. Any increase in the level of tension between Korea and North Korea, an outbreak in military hostilities or other actions or occurrences, could adversely affect New K Enter’s business, prospects, financial condition, and results of operations and could lead to a decline in the price per share of New K Enter’s common stock.

There are special risks involved with investments in companies with significant Korean operations, including the possibility of restrictions being imposed by the Korean government in emergency circumstances, accounting and corporate disclosure standards that differ from those in other jurisdictions, and the risk of direct or vicarious criminal liability for executive officers of New K Enter and the Six Korean Entities. (K Enter, Production Companies, Merchandising Company, Investment Company)

K Enter expects to acquire are all Six Korean Entities with significant operation in South Korea. New K Enter’s planned Korean subsidiaries and their affiliates operate in a business and cultural environment that is different from that of other countries. For example, under the Foreign Exchange Transaction Act of Korea, if the Korean government determines that in certain emergency circumstances, including sudden fluctuations in interest rates or exchange rates, extreme difficulty in stabilizing the balance of payments or substantial disturbance in the Korean financial and capital markets are likely to occur, it may impose any necessary restriction such as requiring Korean or foreign investors to obtain prior approval from the Minister of Economy and Finance of Korea prior to entering into a capital markets transaction, repatriating interest, dividends or sales proceeds arising from Korean securities or from the disposition of such securities or other transactions involving foreign exchange. Although investors will hold shares of New K Enter’s common stock, New K Enter’s subsidiaries may experience adverse risks and in turn could adversely impact New K Enter’s business, prospects, financial condition, and results of operations and could lead to a decline in the price per share of New K Enter’s common stock.

In addition, under Korean law, there are circumstances in which certain executive officers of a company may be investigated or held criminally liable either directly or vicariously for the actions of K Enter and its executives and employees. For example, complaints alleging infringement of intellectual property rights, breaches of certain Korean laws (e.g., labor standards laws and fair trade laws), and product-related claims may be investigated and prosecuted as criminal offenses with both K Enter and K Enter’s executive officers being named as defendants in such proceedings. These risks change over time.

As a result of these current and changing risks, New K Enter’s Korean subsidiaries and their affiliates’ executive officers may be named in the future in criminal investigations or proceedings stemming from New K Enter’s operations. In Korea, company executive officers being named in such investigations or proceedings is a common occurrence, even though in practice many such cases result in no liability to the individual. If New K Enter’s Korean subsidiaries and their affiliates’ executive officers were to be named in such criminal proceedings or held either directly or vicariously criminally liable for the actions of K Enter and its executives and employees, New K Enter’s business, financial condition, and results of operations may be harmed.

New K Enter’s planned transactions with the Six Korean Entities or with their affiliates may be restricted under Korean fair trade regulations. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s Korean subsidiaries enter into business relationships and transactions with their affiliates, which are subject to scrutiny by the Korean Fair Trade Commission (“KFTC”) as to, among other things, whether such relationships and transactions constitute undue financial support among companies in the same business group. If, in the future, the KFTC determines that New K Enter’s Korean subsidiaries have engaged in transactions that violate the fair trade laws and regulations, it may be subject to an administrative and/or criminal fine, surcharge or other actions, which may have an adverse effect on New K Enter’s business, financial condition, and results of operations.

K Enter’s Korean operations, the Six Korean Entities and a group of companies affiliated with it may be designated an affiliated group under Korean law, which would require that group of companies to make certain disclosures and implement additional corporate governance requirements. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s Korean subsidiaries and a group of companies affiliated with it are likely to be designated as a business group subject to disclosure under the Korean Monopoly Regulation and Fair Trade Act. As described in greater detail in the section titled “Government Regulation-The Monopoly Regulation and Fair Trade Act”, such a designation would impose additional corporate governance and public disclosure requirements on this group of affiliated companies. These requirements would create additional costs of compliance and could subject this group of affiliated companies to greater regulatory scrutiny and risk of penalties for any failure to comply with the additional obligations imposed.

K Enter’s Korean operations and the Six Korean Entities are subject to certain requirements and restrictions under Korean law that may, in certain circumstances, require it to act in a manner that may not be in New K Enter’s or its shareholders’ best interest. (K Enter, Production Companies, Merchandising Company, Investment Company)

Under applicable Korean law, directors of a Korean company, such as the Six Korean Entities, owe a fiduciary duty to K Enter itself rather than to its stockholders. This fiduciary duty obligates directors of a Korean company to perform their duties faithfully for the good of K Enter as a whole. As a result, if circumstances arise in which the good of New K Enter’s Korean subsidiaries conflicts with the good of K Enter Holdings or its stockholders, New K Enter’s Korean subsidiaries may not be permitted under applicable Korean law to act in a manner that is in the best interest of K Enter Holdings, as its parent, or New K Enter’s stockholders. For example, providing guarantees or collateral by New K Enter’s Korean subsidiaries in favor of K Enter Holdings, as its parent, without a justifiable cause and on other than arm’s length terms may cause breach of a fiduciary duty of directors to New K Enter’s Korean subsidiaries.

Approval by the board of directors of a Korean company is required for, among other things, all transactions between a director or major stockholder (including a 10% or more stockholder) and K Enter for the director’s or the major stockholder’s account. As a result, intercompany transactions between New K Enter and the Six Korean Entities (or any other Korean entity K Enter may own, from time to time), could arise in the future in which the directors of the Korean subsidiary are not able to act in New K Enter’s or its shareholders’ best interest as a result of competing interests of the subsidiary. Since substantially all of New K Enter’s operations are conducted by the Six Korean Entities, any such occurrence with respect to the Six Korean Entities could adversely affect New K Enter’s business, financial condition, and results of operations.

K Enter’s Korean operations and the Six Korean Entities’ transactions with related parties are subject to close scrutiny by the Korean tax authorities, which may result in adverse tax consequences. (K Enter, Production Companies, Merchandising Company, Investment Company)

Under Korean tax law, there is an inherent risk that New K Enter’s transactions with its subsidiaries, affiliates or any other person or company that is related to New K Enter may be challenged by the Korean tax authorities if such transactions are viewed as having been made on terms that were not on an arm’s-length basis. If the Korean tax authorities determine that any of its transactions with related parties were on other than arm’s-length terms, it may not be permitted to deduct as expenses, or may be required to include as taxable income, any amount which is found to be undue financial support between related parties in such transaction, which may have adverse tax consequences for New K Enter and, in turn, may adversely affect New K Enter’s business, financial condition, and results of operations.

If New K Enter is deemed to have a “place of effective management” in Korea, New K Enter will be treated as a Korean company for the purpose of Korean corporate income tax with regards to New K Enter’s worldwide income. (K Enter, Production Companies, Merchandising Company, Investment Company)

Under the Corporate Tax Act (“CTA”), as amended on December 31, 2022, a corporation having a “place of effective management” in Korea will be treated as a Korean company for the purposes of Korean corporate income tax. The CTA does not clearly define what constitutes “place of effective management.” However, there are court precedents which establish certain factors to consider for determining whether a foreign corporation can be considered as having a “place of effective management” in Korea. Such factors include, without limitation, considerations such as the location of Board of Directors’ meetings, etc. If New K Enter is deemed to have a “place of effective management” in Korea, New K Enter will be required to file annual corporate income tax returns with the Korean tax authorities and be subject to Korean corporate income tax. Currently, the applicable rates are 9.9% (inclusive of local corporate taxes) for taxable income up to 200 million Korean Won, 20.9% (inclusive of local corporate taxes) for taxable income exceeding 200 million Korean Won and less than 20 billion Korean Won, 23.1% (inclusive of local corporate taxes) for taxable income greater than 20 billion won and less than 300 billion Korean Won, and 26.4% (inclusive of local corporate tax) for taxable income greater than 300 billion Korean Won. Taxable income would include any worldwide income, such as dividends New K Enter receives from New K Enter’s Korean operating company and any interest income earned outside of Korea. If New K Enter is required to pay Korean corporate income tax, it may reduce New K Enter’s cash flow and negatively impact the returns to investors.

If New K Enter is deemed to have a “permanent establishment” in Korea, New K Enter will be subject to Korean corporate income tax with regards to any Korean source income attributable to or effectively connected with such permanent establishment. (K Enter, Production Companies, Merchandising Company, Investment Company)

If New K Enter is deemed to have a “permanent establishment” as defined under Korean tax law, New K Enter would be required to file annual corporate income tax returns with the Korean tax office and be subject to Korean corporate income tax. The applicable rates are 9.9% (inclusive of local corporate taxes) for taxable income up to 200 million Korean Won, 20.9% (inclusive of local corporate taxes) for taxable income exceeding 200 million Korean Won and less than 20 billion Korean Won, 23.1% (inclusive of local corporate taxes) for taxable income greater than 20 billion won and less than 300 billion Korean Won, and 26.4% (inclusive of local corporate tax) for taxable income greater than 300 billion Korean Won. Taxable income includes any Korean source income attributable to or effectively connected with such permanent establishment, such as the dividends New K Enter expects to receive from the Six Korean Entities. If New K Enter is required to pay Korean corporate income tax, it may reduce New K Enter’s cash flow and negatively impact the returns to investors.

A focus on regulating copyright and patent infringement by the Korean government subjects New K Enter to extra scrutiny in New K Enter’s operations and could subject New K Enter to sanctions, fines, or other penalties, which could adversely affect New K Enter’s business and operations in Korea. (K Enter, Production Companies, Merchandising Company, Investment Company)

The Korean government has recently focused on addressing copyright and patent infringement in Korea, particularly with respect to luxury and brand name merchandise. Despite measures New K Enter has taken to address copyright and patent infringement, the Korean government may subject New K Enter to sanctions, fines, or other penalties, which could adversely affect New K Enter’s business and operations in Korea.

New legislative proposals may expose New K Enter’s business to additional risks from litigation, regulation, and government investigations. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter expects to be subject to changing laws and regulations everywhere we does business, including in Korea. For example, on September 28, 2020, the Korean Ministry of Justice announced (i) a proposed amendment to the Korean Commercial Code to adopt a punitive damages system that would apply generally to all areas of business, and (ii) a proposed bill to introduce a class action litigation system in Korea.

Previously, punitive or exemplary damages have been available in Korea only in specific business fields. The proposed legislation would broaden the potential availability of such damages. Similarly, the proposal relating to class actions would make such litigation applicable to a broader scope of cases, would allow for a Korean style discovery process, jury trials in many cases, and would apply to claims whose cause arose before the bill’s enactment.

Additionally, on January 8, 2021, the main session of the Korean National Assembly passed a draft Bill on Punishment for Serious Accidents, etc. (the “Serious Accidents Act”), which came into effect January 27, 2022. The Serious Accidents Act imposes enhanced liability (including criminal liability) on businesses, managers, and individuals who are responsible for causing loss of life by failing to fulfill duties relating to workplace safety and health or risk prevention. The Serious Accidents Act provides the potential for criminal punishment, public disclosure of punishment, and monetary damages, including punitive damages up to five times the actual damages suffered. The Serious Accidents Act extends potential liability to a wider group of persons than under existing law, including those who oversee safety and health matters for the business concerned and also general managers of the business.

These are just some examples of how New K Enter’s business could be affected by changing regulations. If these proposals are enacted and implemented, the Six Korean Entities could face substantial costs and management could be required to spend significant time and attention on these matters, which would divert New K Enter’s focus from New K Enter’s core business. This could adversely affect New K Enter’s business, financial condition, and results of operations.

As New K Enter’s planned subsidiaries are incorporated in Korea, it may be more difficult to enforce judgments obtained in courts outside Korea. (K Enter, Production Companies, Merchandising Company, Investment Company)

New K Enter’s operations are primarily conducted outside of the United States. In addition, all but one of New K Enter’s directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. New K Enter is a Delaware corporation and will continue to be a Delaware corporation after the closing of the Business Combination. As a result, while U.S. investors should be above to serve process within the United States on New K Enter, it may be difficult or impossible for U.S. investors to serve process within the United States upon PubCo, the Six Korean Entities or New K Enter’s directors and officers or to enforce a judgment against New K Enter for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which New K Enter or the Six Korean Entities are incorporated or where New K Enter’s or the assets of the Six Korean Entities are located (1) would enforce judgments of U.S. courts obtained in actions against New K Enter or the Six Korean Entities based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against New K Enter or the Six Korean Entities based on those laws.

The preparation of PubCo’s financial statements involves the use of good faith estimates, judgments and assumptions, and PubCo’s financial statements may be materially affected if such good faith estimates, judgments or good faith assumptions prove to be inaccurate.

Financial statements prepared in accordance with IFRS, as issued by the International Accounting Standard Board, typically require the use of good faith estimates, judgments and assumptions that affect the reported amounts. Often, different estimates, judgments and assumptions could reasonably be used that would have a material effect on such financial statements, and changes in these estimates, judgments and assumptions may occur from period to period over time. Significant areas of accounting requiring the application of management’s judgment include, but are not limited to, determining the fair value of assets, share-based compensation and the timing and amount of cash flows from assets. These estimates, judgments and assumptions are inherently uncertain and, if PubCo’s estimates were to prove to be wrong, PubCo would face the risk that charges to income or other financial statement changes or adjustments would be required. Any such charges or changes would require a restatement of our financial statements and could harm PubCo’s business, including PubCo’s financial condition and results of operations and the price of PubCo’s securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates, judgments and assumptions that PubCo believes are the most critical to an understanding of PubCo’s financial statements and its business.

If PubCo prepares its financial statements in accordance with IFRS following the Business Combination, there may be a significant effect on K Enter’s reported financial results.

The SEC permits foreign private issuers to file financial statements in accordance with IFRS as issued by IASB. At any time in the future, as a foreign private issuer, PubCo expects to prepare its financial statements in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). The application by PubCo of different accounting standards, a change in the rules of IFRS as issued by the IASB, or in the SEC’s acceptance of such rules, could have a significant effect on K Enter’s reported financial results. Additionally, U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. IFRS are subject to interpretation by the IASB. A change in these principles or interpretations could have a significant effect on K Enter’s and PubCo’s reported financial results.

The JOBS Act permits “emerging growth companies” like Global Star to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

PubCo expects that it will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act defines an emerging growth company as a company that has annual gross revenues less than $1.235 billion during its most recent fiscal year and has not sold common stock under a registration statement. A company will be classified as an emerging growth company for its first five fiscal years, unless: its gross revenues exceed $1.235 billion, it has issued over $1 billion in non-convertible debt over three years, or it becomes a large accelerated filer. SEC Rule 12b-2 provides that a large accelerated filer is a company that has a public float of greater than $700 million, has been filing periodic reports for at least 12 months, has previously filed at least one annual report (e.g. Form 10-K), and is not a smaller reporting company. That is, a large accelerated filer is simply an accelerated filer whose public float exceeds $700 million. As such, PubCo will take advantage of certain exemptions from various reporting requirements applicable to other public companies based on its status as an emerging growth company. Pursuant to Section 404 of the Sarbanes-Oxley Act, once PubCo is no longer an emerging growth company, PubCo may be required to furnish an attestation report on internal control over financial reporting issued by PubCo’s independent registered public accounting firm. When PubCo’s independent registered public accounting firm is required to undertake an assessment of its internal control over financial reporting, the cost of complying with Section 404 of the Sarbanes-Oxley Act will significantly increase, and management’s attention may be diverted from other business concerns, which could adversely affect PubCo’s business and results of operations.

As a foreign private issuer, PubCo will be exempt from a number of U.S. securities laws and rules promulgated thereunder and will be permitted to publicly disclose less information than U.S. public companies must. This may limit the information available to holders of the PubCo ordinary shares.

Following the completion of the Business Combination, PubCo will convert from a Delaware corporation to a Cayman Islands entity. As a result, PubCo will qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, PubCo will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, PubCo will be exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, PubCo’s officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of PubCo’s securities. For example, some of PubCo’s key executives may sell a significant amount of PubCo ordinary shares and such sales will not be required to be disclosed as promptly as public companies organized within the United States would have to disclose. Accordingly, once such sales are eventually disclosed, the price of PubCo ordinary shares may decline significantly. Moreover, PubCo will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. PubCo will also not be subject to Regulation FD under the Exchange Act, which would prohibit PubCo from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning PubCo than there is for U.S. public companies.

As a foreign private issuer, PubCo will file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after PubCo publicly announces these events. However, because of the above exemptions for foreign private issuers, which PubCo intends to rely on, PubCo shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not foreign private issuers.

PubCo may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses. This would subject PubCo to U.S. GAAP reporting requirements which may be difficult for it to comply with.

As a “foreign private issuer,” PubCo would not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to Global Star on June 30, 2024.

In the future, PubCo could lose its foreign private issuer status if a majority of its ordinary shares are held by residents in the United States and it fails to meet any one of the additional “business contacts” requirements. Although PubCo intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, PubCo’s loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to PubCo under U.S. securities laws if it is deemed a U.S. domestic issuer may be significantly higher. If PubCo is not a foreign private issuer, PubCo will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, PubCo would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. PubCo also may be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, PubCo may lose its ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. Nasdaq rules also require shareholder approval of certain share issuances, including approval of equity compensation plans. As a foreign private issuer, PubCo would be permitted to follow home country practice in lieu of the above requirements. As long as PubCo relies on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a majority of the directors on its board of directors are not required to be independent directors, its remuneration committee is not required to be comprised entirely of independent directors and it will not be required to have a nominating and corporate governance committee. Also, PubCo would be required to change its basis of accounting from IFRS as issued by the IASB to U.S. GAAP, which may be difficult and costly for it to comply with. If PubCo loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, PubCo may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq and other regulators, among other materially adverse consequences.

Because PubCo is incorporated under the laws of the Cayman Islands and its Amended and Restated Memorandum and Articles of Association designates the courts of the Cayman Islands to have exclusive jurisdiction over certain matters, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. PubCo’s Amended and Restated Memorandum and Articles of Association designates the courts of the Cayman Islands to have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Memorandum, the Articles or otherwise related in any way to each Member’s shareholding in the Company, including but not limited to: (a) any derivative action or proceeding brought on behalf of the Company; (b) any action asserting a claim of breach of any fiduciary or other duty owed by any current or former Director, Officer or other employee of the Company to the Company or the Members; (c) any action asserting a claim arising pursuant to any provision of the Companies Act (as revised) of the Cayman Islands, PubCo’s Amended and Restated Memorandum and Articles of Association and (d) any action asserting a claim against the Company governed by the “Internal Affairs Doctrine” (as such concept is recognized under the laws of the United States of America); provided, however, that this exclusive forum provision shall not apply to any action or suits brought to enforce any liability or duty created by the United States Securities Act of 1933, as amended, the Exchange Act, or any claim for which the federal district courts of the United States of America are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim. As a result, it may be difficult for investors to effect service of process within the United States upon PubCo’s directors or officers, or enforce judgments obtained in the United States courts against PubCo’s directors or officers.

PubCo’s corporate affairs will be governed by its amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. PubCo will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary responsibilities of PubCo’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

PubCo has been advised by Harneys Cayman Islands, its Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

It may be difficult to enforce a U.S. judgment against PubCo or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

A number of PubCo directors and executive officers are not residents of the United States, and the majority of its assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon PubCo within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.

As a company incorporated in the Cayman Islands, PubCo is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if PubCo complied fully with Nasdaq corporate governance listing standards.

PubCo is a company incorporated in the Cayman Islands, and has applied for listing of the PubCo ordinary shares on Nasdaq. Nasdaq market rules permit a foreign private issuer like PubCo to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is PubCo’s home country, may differ significantly from Nasdaq corporate governance listing standards.

Among others, PubCo will not be required to: (i) have a majority of the board be independent; (ii) have a compensation committee consisting entirely of independent directors; (iii) have a minimum of three members on the audit committee; (iv) obtain shareholders’ approval for issuance of securities in certain situations; or (v) have regularly scheduled executive sessions with only independent directors each year.

Provisions in the PubCo’s governance documents may inhibit a takeover of PubCo, which could limit the price investors might be willing to pay in the future for PubCo ordinary shares and could entrench management.

PubCo’s governance documents will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include that PubCo’s board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of the board only by successfully engaging in a proxy contest at two or more annual general meetings. PubCo may issue additional shares without shareholder approval and such additional shares could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The ability for PubCo to issue additional shares could render more difficult or discourage an attempt to obtain control of PubCo by means of a proxy contest, tender offer, merger or otherwise that could involve the payment of a premium over prevailing market prices for PubCo ordinary shares.

Risk Factors Relating to Global Star’s Business

Throughout this section, references to “Global Star,” refer to Global Start Acquisition Inc. unless the context requires otherwise.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a business combination and liquidate the Company.

On January 24, 2024, the SEC adopted the final rules, relating to, among the others, the extent to which special purpose acquisition companies or SPACs like Global Star could become subject to regulation under the Investment Company Act (the “SPAC Final Rules”). The SPAC Final Rules provide that whether a SPAC is an investment company subject to the Investment Company Act is based on particular facts and circumstances. A specific duration period of a SPAC is not the sole determinant, but one of the long-standing factors to consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company. The SPAC Final Rules will become effective 125 days after publication in the Federal Register.

Since the consummation of its IPO, the Company has deposited the proceeds of its IPO (including proceeds of the full exercise of over-allotment options), net of certain expenses and working capital, into the Trust Account to invest in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. As a result, it is possible that a claim could be made that the Company has been operating as an unregistered investment company. If the Company was deemed to be an investment company for purposes of the Investment Company Act, it might be forced to abandon its efforts to complete an initial business combination and instead be required to liquidate. If the Company is required to liquidate, its investors would not be able to realize the benefits of owning stock in a successor operating business, such as any appreciation in the value of the Company’s securities following such a transaction, the Company’s warrants and rights would expire worthless and shares of GLST Common Stock would have no value apart from their pro rata entitlement to the funds then-remaining in the Trust Account.

If we are deemed to be an investment company for purposes of the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, unless the Company is able to modify its activities so that we would not be deemed an investment company under the Investment Company Act, we may abandon our efforts to consummate a business combination and instead liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares or investing in a successor operating business, including the potential appreciation in the value of our units, shares, warrants and rights following such a transaction, and our warrants and rights would expire worthless.

Global Star will be forced to liquidate the trust account if it cannot consummate a business combination by June 22, 2025, Global Star’s public stockholders will receive $10.25 per share and the Global Star rights will expire worthless.

If Global Star is unable to complete a business combination by June 22, 2025 (unless Global Star obtains stockholder approval to extend the time it has to complete its initial business combination), and is forced to liquidate, the per-share liquidation distribution will be $10.25, plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the GLST Rights, which will expire worthless as a result of Global Star’s failure to complete a business combination.

You must tender your GLST Common Stock in order to validly seek redemption at the Special Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to Global Star’s transfer agent by two (2) business days before the Special Meeting, or deliver your GLST Common Stock to the transfer agent electronically using The Depository Trust Company’s DWAC System, which election would likely be determined based on the manner in which you hold your ordinary shares. The requirement for physical or electronic delivery by two (2) business days before the Special Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against Global Star, the proceeds held in trust could be reduced and the per-share liquidation price received by Global Star’s stockholders may be less than $10.25.

Global Star’s placing of funds in trust may not protect those funds from third party claims against Global Star. Although the Sponsor has agreed to indemnify us, in the event the Trust Account is liquidated, to the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with which Global Star has discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per public share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the underwriters of Global Star’s IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account, there can be no assurance that the Sponsor will be able to pay such amounts. Therefore, the per-share distribution from the trust account for Global Star’s stockholders may be less than $10.00 due to such claims.

Additionally, if Global Star is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Global Star’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Global Star may not be able to return $10.25 to Global Star’s public stockholders.

Any distributions received by Global Star’s stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Global Star was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities.

Global Star’s amended and restated certificate of incorporation provides that it will continue in existence only until June 22, 2025 (assuming the deadline for consummation is extended in accordance with the amended and restated certificate of incorporation). If Global Star is unable to consummate a transaction within the required time period, upon notice from Global Star, the trustee of the trust account will distribute the amount in its trust account to its public stockholders. Concurrently, Global Star shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Global Star cannot assure you that there will be sufficient funds for such purpose. Global Star also cannot assure you that a creditor or stockholder will not file a petition with the Delaware court which, if successful, may result in Global Star’s liquidation being subject to the supervision of that court. Such events might delay distribution of some or all of Global Star’s assets to its public stockholders.

Thereafter, Global Star’s sole business purpose will be to voluntarily liquidate and dissolve in accordance with Delaware law. In such a situation under Delaware law, a liquidator would be appointed and, subject to the terms of the required plan of liquidation, the liquidator would give at least 21 days’ notice to creditors of his intention to make a distribution by notifying known creditors (if any) and by placing a public advertisement. However, in practice the procedure to be followed by the liquidator will be subject to the terms of the plan of liquidation and the certificate of incorporation of Global Star and the mentioned notice may not necessarily delay the distribution of assets particularly if the liquidator is satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. In practice, as soon as the affairs of Global Star are fully-wound up, the liquidator would normally lay a final report and accounts before a final general meeting which must be called by a public notice at least one month before it takes place. After the final meeting, the liquidator must make a return to the registrar confirming the date on which the meeting was held and three months after the date of such filing Global Star is dissolved. It is Global Star’s intention to liquidate the trust account to its public stockholders as soon as reasonably possible and Global Star’s Sponsor and Initial Stockholders have agreed to take any such action necessary to liquidate the trust account and to dissolve Global Star as soon as reasonably practicable if Global Star does not complete a business combination within the required time period. Pursuant to Global Star’s amended and restated certificate of incorporation, failure to consummate a business combination by February 22, 2025 (unless Global Star elects to extend the time it has to complete the initial business combination to June 22, 2025), will trigger an automatic winding up of Global Star.

If Global Star is forced to enter into an insolvent liquidation, any distributions received by Global Star stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Global Star was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Global Star stockholders. Furthermore, Global Star board of directors may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Global Star to claims of damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Global Star cannot assure you that claims will not be brought against it for these reasons.

If Global Star’s due diligence investigation of K Enter was inadequate, then Global Star stockholders following the Business Combination could lose some or all of their investment.

Even though Global Star conducted a due diligence investigation of K Enter, it cannot be sure that this diligence uncovered all material issues that may be present inside K Enter or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of K Enter and its business and outside of its control will not later arise.

All of Global Star’s Sponsor, officers and directors beneficially own GLST Common Stock, GLST Warrants and GLST Rights and will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

All of Global Star’s Sponsor, officers and directors collectively beneficially own an aggregate of 2,140,000 shares of GLST Common Stock and 498,225 GLST Private Units. Such individuals/entities have waived their rights to redeem these shares (including shares underlying the units), or to receive distributions with respect to these shares upon the liquidation of the trust account if Global Star is unable to consummate a business combination. Accordingly, the GLST Common Stock, as well as the GLST Units purchased by Global Star’s officers and directors, will be worthless if Global Star does not consummate a business combination. Based on a market price of $11.69 per share of GLST Common Stock and $11.32 per GLST Unit on December 3, 2024, the aggregate value of these shares and units was approximately $30.7 million. The GLST Common Stock acquired prior to the IPO, as well as the GLST Units will be worthless if Global Star does not consummate a business combination. Consequently, Global Star’s Sponsor’, officers’ and directors’ discretion in identifying and selecting K Enter as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Global Star stockholders’ best interest.

Global Star is requiring stockholders who wish to redeem their shares of common stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Global Star is requiring public stockholders who wish to redeem their shares of common stock to either tender their certificates to Global Star’s transfer agent or deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC System two (2) business days before the Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Global Star’s transfer agent will need to act to facilitate this request. It is Global Star’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Global Star does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While Global Star has been advised that it takes a short time to deliver shares through the DWAC System, Global Star cannot assure you of this fact. Accordingly, if it takes longer than Global Star anticipates for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares of common stock.

Global Star will require its public stockholders who wish to redeem their shares of common stock in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Global Star requires public stockholders who wish to redeem their shares of common stock in connection with the Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Global Star will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their shares of common stock in such a circumstance will be unable to sell their securities after the failed acquisition until Global Star has returned their securities to them. The market price for Global Star’s ordinary shares may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

The Initial Stockholders, including the officers and directors, control a substantial interest in Global Star and thus may influence certain actions requiring a stockholder vote.

Global Star’s Sponsor and Initial Stockholders, including the officers and directors, collectively own approximately 56.8% of its issued and outstanding shares of common stock. However, if a significant number of Global Star stockholders vote, or indicate an intention to vote, against the Business Combination, Global Star’s Initial Stockholders or the affiliates, could make such purchases in the open market or in private transactions in order to influence the vote.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of PubCo’s securities may decline after the Business Combination.

The market price of PubCo’s securities may decline as a result of the Business Combination if:

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PubCo does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

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The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

Global Star’s directors and officers may have certain conflicts in determining to recommend the acquisition of K Enter, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

Global Star’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the following:

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certain officers and directors of the Company and affiliates of the Sponsor collectively own shares of common stock of K Enter for which they paid an aggregate purchase price of $8,600. Ted Kim, the manager of the Sponsor and a co-founder and director of K Enter, owns 19,564 shares or 10.12% of the shares of common stock of K Enter based on the shares of K Enter to be issued and outstanding immediately prior to the closing of the Business Combination through his ownership and control of Global Fund LLC, which owns 12,000 shares, and Lodestar USA, Inc., which owns 7,564 shares. Further, Global Star officers and directors collectively own shares of common stock of K Enter representing approximately 8,537 shares or 4.3% of the outstanding shares of K Enter common stock based on the shares of K Enter to be issued and outstanding immediately prior to the closing of the Business Combination. Specifically, Stephen Drew owns 6,000 shares of K Enter common stock, Yang Kan Chong owns 1,337 shares of K Enter common stock, Jukka Rannila, beneficially through Assai OY, owns 600 shares of K Enter common stock. Nicholas Aaron Khoo, the Company’s Chief Operating Officer, owns 600 shares of K Enter common stock, prior to the closing of the Business Combination. All of such investments could expire worthless if a business combination is not consummated; and

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If the Business Combination with K Enter is completed, K Enter will designate all members of the board of directors.

Global Star’s board of directors considered these conflicts of interest in negotiating and recommending the Business Combination and concluded that the merits of the Business Combination outweighed the potential conflicts and did not materially influence the negotiations with K Enter. In making this determination, Global Star’s board of directors also considered the fairness opinion obtained from EverEdge Pte Ltd. Global Star’s certificate of incorporation includes a waiver of the corporate opportunity doctrine whereby directors and officers are required to present corporate opportunities to Global Star. Global Star does not believe that this waiver had any impact on the negotiations with K Enter.

Global Star will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement.

Global Star will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Global Star may not have sufficient funds to seek an alternative business combination and may be forced to voluntarily liquidate and subsequently dissolve.

Risk Factors Relating to the Business Combination

Global Star and K Enter have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Global Star if the Business Combination is completed or by Global Star if the Business Combination is not completed.

Global Star and K Enter expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Global Star expects to incur approximately $675,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Global Star if the Business Combination is completed or by Global Star if the Business Combination is not completed.

Global Star may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

One of Global Star’s directors is a citizen of a country other than the United States. In addition, K Enter, the company with which Global Star entered into the Business Combination Agreement is a Delaware corporation that will have operations in Korea and certain of its directors are citizens of countries other than the United States. While Global Star believes that the nature of Global Star’s business, and the nature of the businesses of K Enter should not make the transaction subject to U.S. foreign regulations or review by a U.S. government entity, it is possible that the Business Combination may be subject to a CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the Business Combination falls within CFIUS’s jurisdiction, Global Star may determine that Global Star is required to make a mandatory filing or that Global Star will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay Global Star’s initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order Global Star to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent Global Star from pursuing certain initial business combination opportunities that Global Star believes would otherwise be beneficial to Global Star and Global Star’s shareholders. As a result, the pool of potential targets with which Global Star could complete an initial business combination may be limited, and Global Star may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and Global Star has limited time to complete Global Star’s initial business combination. If Global Star cannot complete Global Star’s initial business combination by February 22, 2025 (unless Global Star elects to extend the time it has to complete the initial business combination to June 22, 2025), because the review process drags on beyond such timeframe or because Global Star’s initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, Global Star may be required to liquidate. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Global Star does not believe that either Global Star or Global Star’s Sponsor constitute a “foreign person” under CFIUS rules and regulations. However, if Global Star was to be considered a “foreign person” under CFIUS rules that may affect national security, Global Star could be subject to such foreign ownership restrictions and/or CFIUS review. If the Business Combination falls within the scope of applicable foreign ownership restrictions, Global Star may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’ jurisdiction, Global Star may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination Although Global Star does not believe Global Star or Global Star’s sponsor are a “foreign person,” CFIUS may take a different view and decide to block or delay the business combination, impose conditions to mitigate national security concerns with respect to the business combination, order Global Star to divest all or a portion of a U.S. business of the combined company if Global Star had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied.

Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor. If Global Star were to seek an initial business combination other than the Business Combination, the pool of potential targets with which Global Star could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because Global Star has only a limited time to complete the Business Combination, Global Star’s failure to obtain any required approvals within the requisite time period may require Global Star to liquidate. Global Star cannot assure you that the per share distribution from the Trust Account, if Global Star liquidates, will not be less than $10.25. As a result, if Global Star liquidates, Global Star’s public shareholders may receive less than $10.25 per share, and Global Star’s rights will expire worthless. This will also cause you to lose any potential investment opportunity in the Business Combination and the chance of realizing future gains on your investment through any price appreciation in the combined company post-closing of the Business Combination.

Our stockholders may not have the same benefits as an investor in an underwritten public offering.

Global Star is already a publicly traded company. Therefore, the merger and the transactions described in this proxy statement/prospectus are not an underwritten initial public offering of securities of the combined company and differ from an underwritten initial public offering in several significant ways. For example, like other business combinations and spin-offs, in connection with the merger, our stockholders will not receive the benefits of the diligence that would customarily be performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering.

In addition, because there are no underwriters engaged in connection with the merger, prior to the opening of trading on the Nasdaq on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on the Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of our securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of our securities or helping to stabilize, maintain or affect the public price of our securities following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with our securities that will be outstanding immediately following the Closing. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on the combined company’s behalf. All of these differences from an underwritten public offering of the combined company’s securities could result in a more volatile price for the combined company’s securities.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if K Enter became a publicly listed company through an underwritten initial public offering instead or upon completion of the merger.

In the event that a significant number of GLST Common Stock are redeemed, the PubCo Ordinary Shares may become less liquid following the Business Combination.

If a significant number of GLST Common Stock are redeemed, PubCo may be left with a significantly smaller number of stockholders. As a result, trading in the shares of PubCo following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

Global Star may waive one or more of the conditions to the Business Combination without resoliciting Global Star stockholder approval for the Business Combination.

Global Star may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Global Star board of directors will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted.

In some instances, if the Global Star board of directors determines that a waiver is not sufficiently material to warrant resolicitation of Global Star stockholders, Global Star has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to Global Star’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting K Enter’s conduct of its business, however, if the Global Star board of directors determines that any such order or injunction is not material to the business of K Enter, then the Global Star board of directors may elect to waive that condition and close the Business Combination.

Global Star stockholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that Global Star’s current stockholders have on the management of Global Star.

After the Business Combination, assuming (i) there are no redemptions of Global Star’s shares and (ii) there is no exercise of the PubCo Warrants, Global Star’s current public stockholders will own approximately 3.3% of the issued share capital of PubCo, Global Star’s Initial Stockholders, current directors, officers and affiliates will own approximately 4.5% of the issued share capital of PubCo, and K Enter shareholders will own approximately 92.2% of the issued share capital of PubCo (excluding the 5,900,000 PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan). Assuming maximum redemptions by holders of Global Star’s outstanding ordinary shares, Global Star’s current public stockholders will own approximately 1.4% of the issued share capital of PubCo, Global Star’s current directors, officers and affiliates will own approximately 4.7% of the issued share capital of PubCo, and K Enter shareholders will own approximately 93.9% of the issued share capital of PubCo (excluding the 5,900,000 PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan). The minority position of the former Global Star’s stockholders will give them limited influence over the management and operations of the post-Business Combination company.

Global Star and K Enter intend to use their best efforts to raise $50 million in a PIPE Financing in connection with the closing of the Business Combination. A PIPE Financing is not a condition to the closing of the Business Combination. If successful in securing a PIPE Financing, the proceeds of the PIPE Financing will be used by PubCo to fund its working capital for operations and to fund future acquisitions by PubCo. In the event Global Star is able to secure a PIPE Financing, such financing will have a dilutive effect on the shareholders of PubCo. Currently, Global Star has not received any commitments for a PIPE Financing and there can be no assurances that Global Star will be able to consummate a PIPE Financing in connection with the Business Combination.

Since Global Star has no operating history and Global Star faces mandatory liquidation should its initial business combination not be consummated by February 22, 2025 (unless Global Star extends the time period it has to complete its initial business combination to June 22, 2025), management of Global Star has determined that these factors raise substantial doubt about Global Star’s ability to continue as a going concern.

Global Star is a blank check company with no operating history or results. Global Star has until February 22, 2025 (unless Global Star elects to extend the time it has to complete the initial business combination to June 22, 2025) to consummate a Business Combination. If a Business Combination is not consummated by such deadline, then Global Star is subject to mandatory liquidation and potential subsequent dissolution. Global Star’s management has determined that the liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about Global Star’s ability to continue as a going concern. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Global Star—Liquidity and Capital Resources.”

Our management has identified material weaknesses in Global Star’s internal control over financial reporting and Global Star may not be able to remediate these weaknesses. Additionally, Global Star’s management may identify material weaknesses in the future that could adversely affect investor confidence, impair the value of Global Star’s securities, and increase Global Star’s cost of raising capital.

There can be no assurance as to how quickly or effectively Global Star can remediate the material weaknesses in Global Star’s internal control over financial reporting or that additional material weaknesses will not be identified in the future. Any failure to remedy additional weaknesses or deficiencies in Global Star’s internal control over financial reporting that may be discovered in the future or to implement new or improved controls, or difficulties encountered in the implementation of such controls, could harm Global Star’s operating results, cause Global Star to fail to meet Global Star’s reporting obligations or result in material misstatements in Global Star’s financial statements. Any such failure could, in turn, affect the future ability of Global Star’s management to certify that Global Star’s internal control over financial reporting is effective. Ineffective internal control over financial reporting could also subject Global Star to the scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in Global Star’s reported financial information and subject Global Star to civil or criminal penalties or shareholder litigation, which could have an adverse effect on the trading price of Global Star’s securities. In addition, if identify additional deficiencies in Global Star’s internal control over financial reporting, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in Global Star’s financial statements and harm Global Star’s share price. Furthermore, additional deficiencies could result in future non-compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Such non-compliance could subject Global Star to a variety of administrative sanctions, including review by the SEC or other regulatory authorities.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, Global Star conducted an evaluation of the effectiveness of its disclosure controls and procedures as of the end of the year ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Global Star is experiencing difficulty in the accounting and reporting related to the existence of assets and corresponding income, as well as the accounting and reporting for the completeness and accuracy of our liabilities and the corresponding income and expenses. Additionally, Global Star has not evidenced oversight of Global Star’s financial statements and disclosures as of December 31, 2023. These material weaknesses in the disclosure controls and procedures as of December 31, 2023, have not been remediated and therefore Global Star’s disclosure controls were not effective. In light of the material weakness, Global Star has made control improvements, including enhancing the efficacy of its review processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the accounting standards that apply to the treatment and reporting of related party transactions in Global Star’s consolidated financial statements. Global Star’s plans at this time also include providing enhanced access to accounting literature, research materials and documents and increased communication among Global Star’s management and third-party professionals with whom Global Star consults regarding related party accounting applications. Furthermore, in light of this material weakness, Global Star performed additional analysis as deemed necessary to ensure that Global Star’s consolidated financial statements were prepared in accordance with GAAP. Global Star continues to evaluate steps to remediate the identified material weakness. These remediation measures may be time consuming and costly and thee is no assurance that these initiatives will ultimately have the intended effects.

Risks Factors Relating to an Investment in PubCo Ordinary Shares and Public Warrants

Certain judgments obtained against PubCo by PubCo’s shareholders may not be enforceable.

PubCo is a company incorporated under the laws of the Cayman Islands. K Enter conducts most of its operations in the Republic of Korea and substantially all of its operations outside of the United States. Most of K Enter’s assets are located in the Republic of Korea, and substantially all of K Enter’s assets are located outside of the United States. In addition, after the Business Combination, most of PubCo’s senior executive officers reside within the Republic of Korea for a significant portion of the time and most are Korean nationals. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against PubCo or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the Republic of Korea may render you unable to enforce a judgment against PubCo’s assets or the assets of K Enter’s directors and officers. For more information regarding the relevant laws of the Cayman Islands and the Republic of Korea, see “Comparison of Shareholder Rights — Enforceability of Civil Liabilities under the U.S. Securities Laws.”

Currently, there is no public market for the ordinary shares of PubCo. Global Star stockholders cannot be sure that an active trading market will develop for or of the market price of the ordinary shares of PubCo they will receive or that PubCo will successfully obtain authorization for listing on the Nasdaq.

Upon the consummation of the Business Combination, each ordinary share of K Enter will be converted into the right to receive one ordinary share of PubCo. PubCo is a newly formed entity and prior to this transaction it has not issued any securities in the U.S. markets or elsewhere nor has there been extensive information about it, its businesses, or its operations publicly available. Global Star, K Enter and PubCo have agreed to use their best efforts to cause the ordinary shares of PubCo to be issued in the Business Combination to be approved for listing on the Nasdaq prior to the effective time of the Business Combination. However, the listing of shares on the Nasdaq does not ensure that a market for the ordinary shares of PubCo will develop or the price at which the shares will trade. No assurance can be provided as to the demand for or trading price of the ordinary shares of PubCo following the closing of the Business Combination and the ordinary shares of PubCo may trade at a price less than the current market price of the common stock of Global Star.

Even if PubCo is successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their ordinary shares. If a public market for the combined PubCo’s ordinary shares does not develop, investors may not be able to re-sell their ordinary shares, rendering their shares illiquid and possibly resulting in a complete loss of their investment. PubCo cannot predict the extent to which investor interest in PubCo will lead to the development of an active, liquid trading market. The trading price of and demand for the ordinary shares of PubCo following completion of the Business Combination and the development and continued existence of a market and favorable price for the ordinary shares of PubCo will depend on a number of conditions, including the development of a market following, including by analysts and other investment professionals, the businesses, operations, results and prospects of PubCo, general market and economic conditions, governmental actions, regulatory considerations, legal proceedings and developments or other factors. These and other factors may impair the development of a liquid market and the ability of investors to sell shares at an attractive price. These factors also could cause the market price and demand for the ordinary shares of PubCo to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise affect negatively the price and liquidity of the ordinary shares of PubCo. Many of these factors and conditions are beyond the control of PubCo or PubCo shareholders.

PubCo’s share price may be volatile and could decline substantially.

The market price of PubCo’s ordinary shares may be volatile, both because of actual and perceived changes in Global Star’s financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in PubCo’s share price may include, among other factors discussed in this section, the following:

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actual or anticipated variations in the financial results and prospects of Global Star or other companies in the retail business;

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changes in financial estimates by research analysts;

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changes in the market valuations of other entertainment content companies;

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announcements by PubCo or its competitors of new education services, expansions, investments, acquisitions, strategic partnerships or joint ventures;

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mergers or other business combinations involving PubCo;

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additions and departures of key personnel and senior management;

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changes in accounting principles;

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the passage of legislation or other developments affecting PubCo or its industry;

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the trading volume of PubCo’s ordinary shares in the public market;

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the release of lockup, escrow or other transfer restrictions on PubCo’s outstanding equity securities or sales of additional equity securities;

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potential litigation or regulatory investigations;

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changes in economic conditions, including fluctuations in global and the Republic of Korea’s economies;

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financial market conditions;

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natural disasters, terrorist acts, acts of war or periods of civil unrest; and

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the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of PubCo’s ordinary shares.

The sale or availability for sale of substantial amounts of ordinary shares could adversely affect their market price.

Sales of substantial amounts of the ordinary shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of the PubCo Ordinary Shares and could materially impair PubCo’s ability to raise capital through equity offerings in the future. The PubCo Ordinary Shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act. In connection with the Business Combination, K Enter and its directors, executive officers and existing shareholders will exchange the ordinary shares of K Enter held by them for PubCo Ordinary Shares upon the consummation of the Business Combination and have agreed, subject to certain exceptions, not to sell any PubCo Ordinary Shares for 180 days after the date of this prospectus without the prior written consent of PubCo. Shares of PubCo to be held by K Enter’s certain existing shareholders after the Business Combination may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements. There will be 63,519,622 outstanding and issued PubCo Ordinary Shares immediately after the Business Combination, assuming no additional redemptions. PubCo cannot predict what effect, if any, market sales of securities held by PubCo’s significant shareholders or any other holders or the availability of these securities for future sale will have on the market price of the PubCo Ordinary Shares.

PubCo may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

PubCo has the ability to redeem outstanding PubCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of its Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders, provided that there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the PubCo Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or PubCo has elected to require the exercise of the PubCo Warrants on a “cashless basis;” provided, however, that if and when the PubCo Warrants become redeemable by PubCo, PubCo may not exercise such redemption right if the issuance of Ordinary Shares upon exercise of the PubCo Warrants is not exempt from registration or qualification under applicable state blue sky laws or PubCo is unable to effect such registration or qualification.

If PubCo so elects to redeem the PubCo Warrants, PubCo will fix the redemption date and provide notice of redemption by first-class mail to the registered holders of the PubCo Warrants to be redeemed at their addresses as they appear on the registration books. PubCo also will file a Current Report on Form 8-K with the SEC on or before the mailing date of the redemption notice. Redemption of the outstanding warrants could force warrantholders (i) to exercise PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them, (ii) to sell PubCo Warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the PubCo Warrants.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.

The trading market for PubCo’s ordinary shares will depend in part on the research and reports that securities or industry analysts publish about PubCo or its business. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, the trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover PubCo downgrade its securities or publish inaccurate or unfavorable research about its business, its stock price would likely decline. If one or more of these analysts cease coverage of PubCo or fail to publish reports on PubCo, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

PubCo’s amended and restated memorandum and articles of association that will become effective prior to the completion of the Business Combination contains anti-takeover provisions that could have a material adverse effect on the rights of holders of the ordinary shares of PubCo.

In connection with the Business Combination, PubCo will adopt an amended and restated memorandum and articles of association that will become effective immediately prior to the consummation of the Business Combination. PubCo’s post-closing memorandum and articles of association will contain provisions to limit the ability of others to acquire control of PubCo or cause PubCo to engage in change-of-control transactions. These provisions could have the effect of depriving PubCo shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of PubCo in a tender offer or similar transaction. For example, PubCo’s board of directors will have the authority, subject to any resolution of the shareholders to the contrary, to issue preference shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with PubCo’s ordinary shares. Preference shares could be issued quickly with terms calculated to delay or prevent a change in control of PubCo or make removal of management more difficult. If PubCo’s board of directors decides to issue preference shares, the price of the ordinary shares of PubCo may fall and the voting and other rights of the holders of the ordinary shares of PubCo may be materially and adversely affected.

Risk Factors Relating to PubCo

If PubCo ceases to qualify as a foreign private issuer, it would be required to convert the financials to US GAAP from IFRS in order comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, it will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. In addition, PubCo would be required to report its financial statements in accordance with U.S. GAAP, which could result in significant additional expenses and impact PubCo’s financial results due to the change in accounting framework. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

PubCo’s status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of PubCo’s home country of Cayman Islands, do not strictly require a majority of its board to consist of independent directors. Thus, although a director must act in the best interests of PubCo, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of Global Star may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. PubCo, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that PubCo’s home country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

Although as a Foreign Private Issuer PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively impact the price of its securities and your ability to sell them.

PubCo will seek to have its securities approved for listing on Nasdaq in connection with the Business Combination. PubCo cannot assure you that it will be able to meet those initial listing requirements at that time. Even if PubCo’s securities are listed on Nasdaq, it cannot assure you that its securities will continue to be listed on Nasdaq.

In addition, following the Business Combination, in order to maintain its listing on Nasdaq, PubCo will be required to comply with certain rules of Nasdaq, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if PubCo initially meets the listing requirements and other applicable rules of Nasdaq, PubCo may not be able to continue to satisfy these requirements and applicable rules. If PubCo is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting.

If Nasdaq does not list PubCo’s securities, or subsequently delists its securities from trading, PubCo could face significant consequences, including:

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a limited availability for market quotations for its securities;

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reduced liquidity with respect to PubCo’s securities;

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a determination that its ordinary shares is a “penny stock,” which will require brokers trading in PubCo’s Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for PubCo’s Ordinary Shares;

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limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

A potential failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on PubCo’s business, financial condition, and results of operations. PubCo may be unable to accurately report PubCo’s financial results or prevent fraud if Global Star cannot maintain an effective system of internal controls over PubCo’s financial reporting.

PubCo will be subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, or the “SEC,” as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. PubCo will be an “emerging growth company,” and are expected to first include a management report on PubCo’s internal controls over financial reporting in PubCo’s annual report in the PubCo’s second annual report after the close of the business combination. PubCo’s management may conclude that PubCo’s internal controls over PubCo’s financial reporting are not effective, and PubCo’s reporting obligations as a public company will place a significant strain on PubCo’s management, operational and financial resources, and systems for the foreseeable future, which will increase PubCo’s operating expenses.

The establishment of effective internal controls over financial reporting is necessary for PubCo to produce reliable financial reports and are important to help prevent fraud. PubCo’s failure to achieve and maintain effective internal controls over financial reporting could consequently result in the loss of investor confidence in the reliability of PubCo’s financial statements, which in turn could harm PubCo’s business and negatively impact the trading price of PubCo’s stock. PubCo anticipate that it will incur considerable costs and devote significant management time and efforts and other resources to comply with Section 404 of the Sarbanes-Oxley Act.

K Enter identified material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of K Enter’s financial statements and have other adverse consequences.

K Enter has identified material weaknesses in its internal control over financial reporting as of December 31, 2023 which relate to: (a) the design and operation of K Enter’s information technology general controls; (b) K Enter’s overall closing and financial reporting processes, including accounting for significant and unusual transactions, (c) general segregation of duties, including the review and approval of journal entries and (d) the design, implementation and operation for process level control activities related to equity transactions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of K Enter’s financial statements will not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to K Enter’s financial statements that would be material and would not be prevented or detected on a timely basis.

K Enter’s management has concluded that these material weaknesses in K Enter’s internal control over financial reporting are due to the fact that, prior to this proxy statement, K Enter was a private company with limited resources and did not have the necessary business processes and related internal control formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee K Enter’s business processes and controls surrounding information technology general controls and K Enter’s closing and financial reporting processes.

K Enter’s management has developed a remediation plan to address the remaining material weaknesses. Specifically, (a) to alleviate the information technology control issue, K Enter plans to implement Enterprise Resource Planning (ERP) systems and financial solution, which will allow personnel to implement workflow controls; (b) to alleviate the overall closing and financial reporting processes, including accounting for significant and unusual transactions, K Enter plans to hire internal personnel and external advisors with relevant public reporting experience and conduct training for K Enter’s personnel in GAAP reporting requirements; (c) to alleviate the segregation of duties issue, K Enter plans to leverage ERP system configuration and workflow while expanding the accounting team and reviewing roles; (d) to alleviate the lack of a formal journal entry review and approval process, K Enter will be implementing work flow steps within the ERP system to ensure all journal entries are approved before posting to the general ledger ; and (e) to alleviate the lack of process level control activities relate to equity transactions, K Enter plans to improve the review process including the documentation of the assessment of equity transactions and the engagement of external advisors to review management’s accounting analysis. The material weaknesses will not be considered remediated until management concludes, through testing, that these controls are effective. K Enter’s management will monitor the effectiveness of K Enter’s remediation plans and will make changes management determines to be appropriate.

Play Company identified material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of Play Company’s financial statements and have other adverse consequences.

Play Company has identified material weaknesses in its internal control over financial reporting as of December 31, 2022 which relate to: (a) Play Company did not have sufficient skilled personnel with requisite IFRS reporting knowledge and experience and (b) Play Company did not have sufficient entity level controls and sufficiently designed internal controls and financial reporting policies and procedures including segregation of duties that are commensurate with IFRS reporting requirements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Play Company’s respective financial statements will not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to Play Company’s financial statements that would be material and would not be prevented or detected on a timely basis.

Play Company’s management has concluded that these material weaknesses in Play Company’s respective internal control over financial reporting are due to the fact that, prior to this proxy statement, Play Company was a private company with limited resources and did not have the necessary business processes and related internal control formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee Play Company’s business processes and controls surrounding information technology general controls and Play Company’s closing and financial reporting processes.

To remediate the material weaknesses described above, Play Company’s management plans to (a) continue to establish a comprehensive and effective internal control system with the assistance from third-party consulting firm which shall provide relevant professional advisory services; (b) continue to assess Play Company’s standardized processes to further enhance the effectiveness of Play Company’s financial review, including the analysis and monitoring of financial information in a consistent and thorough manner; and (c) hire internal personnel and external advisors with relevant public reporting experience and conduct training for Play Company’s personnel in IFRS reporting requirements.

If not remediated, these material weaknesses could result in further material misstatements to K Enter’s annual or interim financial statements that would not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If K Enter is unable to assert that its internal control over financial reporting is effective, or when required in the future, if PubCo’s independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of PubCo’s financial reports, the market price of PubCo Common Stock could be adversely affected and PubCo could become subject to litigation or investigations by the Nasdaq, the SEC or other regulatory authorities, which could require additional financial and management resources.

K Enter’s management has identified material weaknesses in K Enter’s internal control over financial reporting and K Enter may not be able to remediate these weaknesses. Additionally, K Enter’s management may identify material weaknesses in the future that could adversely affect investor confidence, impair the value of K Wave’s securities, and increase K Wave’s cost of raising capital.

There can be no assurance as to how quickly or effectively K Enter can remediate the material weaknesses in K Enter’s internal control over financial reporting or that additional material weaknesses will not be identified in the future. Any failure to remedy additional weaknesses or deficiencies in K Enter’s internal control over financial reporting that may be discovered in the future or to implement new or improved controls, or difficulties encountered in the implementation of such controls, could harm K Enter’s operating results, cause PubCo to fail to meet K Enter’s reporting obligations or result in material misstatements in K Enter’s financial statements. Any such failure could, in turn, affect the future ability of K Enter’s management to certify that K Enter’s internal control over financial reporting is effective. Ineffective internal control over financial reporting could also subject K Enter to the scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in K Enter’s reported financial information and subject K Enter to civil or criminal penalties or shareholder litigation, which could have an adverse effect on the trading price of K Enter’s securities. In addition, if identify additional deficiencies in K Enter’s internal control over financial reporting, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in K Enter’s financial statements and harm K Wave’s share price. Furthermore, additional deficiencies could result in future non-compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Such non-compliance could subject K Enter to a variety of administrative sanctions, including review by the SEC or other regulatory authorities.

Play Company’s management has identified material weaknesses in Play Company’s internal control over financial reporting and Play Company may not be able to remediate these weaknesses. Additionally, Play Company’s management may identify material weaknesses in the future that could adversely affect investor confidence, impair the value of K Wave’s securities, and increase K Wave’s cost of raising capital.

There can be no assurance as to how quickly or effectively Play Company can remediate the material weaknesses in K Enter’s internal control over financial reporting or that additional material weaknesses will not be identified in the future. Any failure to remedy additional weaknesses or deficiencies in Play Company’s internal control over financial reporting that may be discovered in the future or to implement new or improved controls, or difficulties encountered in the implementation of such controls, could harm Play Company’s operating results, cause PubCo to fail to meet Play Company’s reporting obligations or result in material misstatements in Play Company’s financial statements. Any such failure could, in turn, affect the future ability of Play Company’s management to certify that Play Company’s internal control over financial reporting is effective. Ineffective internal control over financial reporting could also subject Play Company to the scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in Play Company’s reported financial information and subject Play Company to civil or criminal penalties or shareholder litigation, which could have an adverse effect on the trading price of Play Company’s securities. In addition, if identify additional deficiencies in Play Company’s internal control over financial reporting, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in Play Company’s financial statements and harm K Wave’s share price. Furthermore, additional deficiencies could result in future non-compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Such non-compliance could subject Play Company to a variety of administrative sanctions, including review by the SEC or other regulatory authorities.

The directors and officers of Pubco will own 52.8% of PubCo’s Ordinary Shares following the closing of the Business Combination.

The directors and officers of Pubco will own 33,888,244 Ordinary Shares representing 52.80% of PubCo following the closing of the Business Combination, assuming no additional shares of Global Star common stock are redeemed. The directors and officers of Pubco will own 33,888,244 Ordinary Shares representing 53.75% of PubCo following the closing of the Business Combination, assuming 1,137,006 additional shares of Global Star common stock are redeemed. Accordingly, following the closing of the Business Combination and directors and officers of PubCo, if they vote together as a group may be able to approve matters submitted to a vote of shareholders of PubCo provide such matter only requires a simple majority of PubCo shareholders to approve.

K Enter may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

As a result of (i) any potential material weakness in internal control over financial reporting arising out of the Business Combination, (ii) any changes made to accounting procedures with respect to PubCo’s business or those of its subsidiaries following the Business Combination, or (iii) other matters raised or that may in the future be raised by the SEC, PubCo may face potential for litigation or other disputes, including, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in PubCo’s internal control over financial reporting and the preparation of PubCo’s financial statements. As of the date of this proxy statement/prospectus, PubCo has no knowledge of any such litigation or dispute. However, PubCo can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on PubCo’s business, results of operations and financial condition or its ability to complete the Business Combination.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. PubCo’s corporate affairs are governed by its memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against PubCo’s directors, actions by PubCo’s minority shareholders and the fiduciary duties of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standings to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like PubCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under its articles of association that will become effective immediately prior to completion of the Business Combination to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, PubCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by PubCo’s management, users of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Future changes to U.S. and non-U.S. tax laws could adversely affect PubCo.

The U.S. Congress and other government agencies in jurisdictions where PubCo and its affiliates will do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of “base erosion and profit shifting,” including situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the countries in which PubCo and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect PubCo and its affiliates.

Global Star may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because New K Enter is expected to continue to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code following the Reincorporation Merger and because Global Star’s securities will trade on Nasdaq, New K Enter will be a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available. Generally, issuances of securities in connection with an initial business combination transaction (including any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities not in connection with an initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. In addition, the Excise Tax would be payable by us, and not by the redeeming holder. Further, based on recently issued interim guidance from the IRS and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of Global Star’s liquidation.

The Business Combination may be a taxable event for U.S. Holders of GLST Common Stock, GLST Warrants, and GLST Rights.

If the Reincorporation Merger does not qualify as a reorganization, a U.S. Holder that exchanges its GLST Common Stock, GLST Rights, or GLST Warrants for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the GLST Common Stock, GLST Rights, and GLST Warrants exchanged.

THE SPECIAL MEETING OF GLOBAL STAR STOCKHOLDERS

General

Global Star is furnishing this proxy statement/prospectus to the Global Star stockholders as part of the solicitation of proxies by Global Star board of directors for use at the Special Meeting to be held on February 3, 2025 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Global Star’s stockholders on or about January 7, 2025, in connection with the vote on the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Governance Proposal, the Director Proposal, the Incentive Plan Proposal and the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on February 3, 2025 at 9:30 a.m. Eastern Time, or such other date, time and place to which such meeting may be adjourned or postponed. Due to the COVID-19 pandemic, Global Star will be holding the Special Meeting as a teleconference using the following dial-in information:

US Toll Free: 1 800-450-7155

International Toll: +1 857-999-9155

Participant Passcode: 7921345#

Purpose of the Special Meeting

At the Special Meeting, Global Star is asking holders of GLST Common Stock to approve the following Proposals:

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The Reincorporation Merger Proposal to approve the Reincorporation Merger;

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The Acquisition Merger Proposal to approve the Acquisition Merger;

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The Governance Proposal to approve, on an advisory basis, four separate governance proposals;

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The Director Proposal to elect seven (7) nominees to serve as PubCo’s board of directors until the next annual meeting of stockholders;

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The Incentive Plan Proposal to approve PubCo’s Incentive Plan; and

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The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Global Star does not receive the requisite stockholder vote to approve the above Proposals.

Recommendation of Global Star’s Board of Directors

Global Star board of directors:

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has determined that each of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Governance Proposal, the Director Proposal, the Incentive Plan Proposal and the Adjournment Proposal, are fair to, and in the best interests of, Global Star and its stockholders;

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has approved the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Governance Proposal, the Director Proposal, the Incentive Plan Proposal and the Adjournment Proposal; and

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recommends that the Global Star stockholders vote “FOR” each of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Governance Proposal, the Director Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Global Star board of directors have interests that may be different from or in addition to your interests as a stockholder. See “The Business Combination — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

Record Date; Who is Entitled to Vote

Global Star has fixed the close of business on December 13, 2024, as the record date for determining those Global Star stockholders entitled to notice of and to vote at the Special Meeting. As of the close of business on December 13, 2024, there were 3,294,100 GLST Common Stock outstanding and entitled to vote. Each holder of GLST Common Stock is entitled to one vote per share on each of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Governance Proposal, the Director Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

As of the record date, the Initial Stockholders and the Sponsor collectively own and are entitled to vote approximately 37.4% of the outstanding shares of GLST Common Stock and have agreed to vote their GLST Common Stock acquired by them in favor of the Reincorporation Proposal and the Acquisition Merger Proposal. The Initial Stockholders and the Sponsor also are expected to vote their shares in favor of the Governance Proposal, the Director Proposal and the Adjournment Proposal.

Quorum and Required Vote for the Proposals

A quorum of Global Star stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of capital stock issued and outstanding as of the record date and entitled to vote at the Special Meeting is represented in person or by proxy. A Global Star holder present in person or by proxy and abstaining from voting at the Special Meeting will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the Governance Proposal will require the affirmative vote of sixty-five percent (65%) of the issued and outstanding shares of Global Star entitled to vote at the Special Meeting. Approval of the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding ordinary shares of Global Star present and entitled to vote at the Special Meeting. Approval of the Director Proposal will be determined by a plurality of votes cast, meaning that the nominee for each open board seat who receives the most votes will be elected. Attending the Special Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the Governance Proposal but will have no effect on the voting on the other Proposals.

Global Star’s Initial Stockholders and the Sponsor, who as of the record date, owned 2,798,225 shares of GLST Common Stock, or approximately 69.1% of the issued and outstanding GLST Common Stock, have agreed to vote their respective shares in favor of each of the Reincorporation Merger Proposal and the Acquisition Merger Proposal and are expected to vote in favor of the Director Proposal, the Incentive Plan Proposal and the Adjournment Proposal. As a result, the affirmative vote of the shares of GLST Common Stock held by the Initial Stockholders and the Sponsor is sufficient to approve each of the Proposals. As Global Star does not expect any other persons to be nominated for election as directors at the Special Meeting, the affirmative vote of the shares of GLST Common Stock held by the Initial Stockholders and the Sponsor is sufficient to approve the Director Proposal.

Voting Your Shares

Each share of GLST Common Stock that you own in your name entitles you to one vote for each Proposal on which such shares are entitled to vote at the Special Meeting. Your proxy card shows the number of shares of GLST Common Stock that you own.

There are two ways to ensure that your GLST Common Stock are voted at the Special Meeting:

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You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the Global Star board of directors, “FOR” the adoption of the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

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You can attend the Special Meeting and vote in person. Global Star will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Global Star can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE REINCORPORATION MERGER PROPOSAL AND THE ACQUISITION MERGER PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO GLOBAL STAR’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE STOCKHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

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you may send another proxy card with a later date;

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if you are a record holder, you may notify Global Star’s proxy solicitor, Laurel Hill Advisory Group, LLC at 2 Robbins Lane, Suite 201 Jericho, NY 11753, in writing before the Special Meeting that you have revoked your proxy; or

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you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Laurel Hill Advisory Group, LLC, Global Star’s proxy solicitor, with individual call toll-free at (855) 414-2266 and banks and brokers call at (516) 396-7902.

No Additional Matters May Be Presented at the Special Meeting

This Special Meeting has been called only to consider the approval of the Proposals.

Appraisal or Dissenters Rights

Global Star stockholders are not entitled to exercise appraisal rights with respect to any of the matters to come before the Special Meeting.

Redemption Rights

Pursuant to Global Star’s amended and restated certificate of incorporation, a holder of GLST Common Stock has the right to have its public shares redeemed for cash equal to its pro rata share of the trust account (net of taxes payable) in connection with the Business Combination.

If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on January 30, 2025, (two (2) business days before the Special Meeting), that Global Star redeem your shares into cash; and (ii) submit your request in writing to Global Star’s transfer agent, at the address listed at the end of this section and deliver your shares to Global Star’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the Special Meeting. In order to validly request redemption, you must either make a request for redemption on the proxy card or separately send a request in writing to Global Star’s transfer agent. The proxy card or separate request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the GLST Common Stock for which you are electing redemption by two (2) business days before the Special Meeting by either:

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Delivering certificates representing Global Star’s ordinary shares to Global Star’s transfer agent, or

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Delivering the GLST Common Stock electronically through the DWAC system.

Global Star stockholders will be entitled to redeem their GLST Common Stock for a full pro rata share of the trust account (currently anticipated to be no less than approximately $10.25 per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by Global Star’s transfer agent two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of GLST Common Stock as of the record date. Any public stockholder who holds GLST Common Stock on or before January 30, 2025, (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to Global Star’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case, two (2) business days before the Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Global Star’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is Global Star’s understanding that Global Star stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Global Star does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Global Star stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Global Star anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by Global Star public stockholders, Global Star will redeem each share into a pro rata portion of the funds available in the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $11.45 per share, subject to reduction for the payment of taxes. If you exercise your redemption rights, you will be exchanging your GLST Common Stock for cash and will no longer own the shares. If Global Star is unable to complete the Business Combination by February 22, 2025 (unless Global Star elects to extend the time it has to complete the initial business combination to June 22, 2025), it will liquidate and dissolve and public stockholders would be entitled to receive approximately $10.25 per share upon such liquidation, plus the pro rata share of interest earned on amounts held in trust that have not been used to pay for taxes.

If a broker, dealer, commercial bank, trust company or other nominee holds GLST Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s GLST Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of GLST Units to be separated and the nominee holding such GLST Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant GLST Units and a deposit of an equal number of GLST Common Stock, GLST Warrants and GLST Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the GLST Common Stock from the GLST Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their GLST Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Tendering Common Stock Certificates in connection with Redemption Rights

Global Star is requiring the Global Star public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Global Star’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC System, at the holder’s option at least two (2) business days prior to the Special Meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether Global Star requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the Business Combination. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

Proxies and Proxy Solicitation Costs

Global Star is soliciting proxies on behalf of the Global Star board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Global Star and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Morrow Sodali LLC, a proxy solicitation firm that Global Star has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

Global Star will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Global Star will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the Special Meeting.

PROPOSAL NO. 1
THE REINCORPORATION MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

Purpose of the Reincorporation Merger Proposal

The purpose of the Reincorporation Merger is to establish a Cayman Islands exempted company as the parent entity of K Enter that would be a “foreign private issuer” as that term is defined under the Exchange Act. As a result of the Reincorporation Merger, the Global Star stockholders will no longer be stockholders of Global Star and (other than the Global Star stockholders who exercise their redemption rights) will become shareholders of PubCo, a foreign private issuer. As a foreign private issuer, PubCo is exempt from compliance with certain of the rules under the Exchange Act.

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act, prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, PubCo will not be required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC, and will not be required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. PubCo will also be permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, PubCo’s corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

Summary of the Reincorporation Merger

The Merger Agreement was entered into by and among Global Star and K Enter on June 15, 2023. On July 13, 2023, PubCo and Merger Sub executed the Joinder Agreement and became parties to the Merger Agreement. On March 11, 2024, Global Star, K Enter, PubCo and Merger Sub executed the First Amendment to Merger Agreement. On June 28, 2024, Global Star, K Enter, PubCo and Merger Sub executed the Second Amendment to Merger Agreement. On July 25, 2024, Global Star, K Enter, PubCo and Merger Sub executed the Third Amendment to Merger Agreement. On December 11, 2024, Global Star, K Enter, PubCo and Merger Sub executed the Fourth Amendment to Merger Agreement. Upon the approval of the Merger Agreement by the Global Star stockholders, PubCo and Global Star will execute the Plan of Merger, which shall be filed with the Registrar of Companies in the Cayman Islands with certain other documents on or prior to the Closing Date. On the Closing Date and concurrently with the Acquisition Merger, Global Star will reincorporate to Cayman Islands by merging with and into the PubCo, a Cayman Islands exempted company and wholly owned subsidiary of Global Star. The separate corporate existence of Global Star will cease and PubCo will continue as the surviving corporation. In connection with the Reincorporation Merger, all outstanding GLST Units will separate into their individual components of GLST Common Stock, GLST Rights and GLST Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Global Star stockholders shall be exchanged as follows:

	(i)	Each share of GLST Common Stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares) will automatically be cancelled and cease to exist and, for each share of such GLST Common Stock, PubCo shall issue to each Global Star stockholder (other than Global Star stockholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Ordinary Share, which, unless explicitly stated herein, shall be fully paid;

	(ii)	Each GLST Warrant issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a PubCo Warrant to purchase one PubCo Ordinary Share at a price of $11.50 per whole share; and

	(iii)	The holders of GLST Rights issued and outstanding immediately prior to the effective time of the Reincorporation Merger will receive one PubCo Right in exchange for the cancellation of each GLST Right.

Differences between PubCo’s Memorandum and Articles of Association and GLST’s Certificate of Incorporation

Following is a summary of the material differences between the Memorandum and Articles of Association of PubCo to be in effect following the Business Combination and Global Star’s current amended and restated certificate of incorporation:

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The name of the new public entity will be “K Wave Media Ltd.” as opposed to “Global Star Acquisition Inc.”;

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PubCo’s authorized share capital is $100,000 divided into 990,000,000 PubCo Ordinary Shares and 10,000,000 PubCo Preference Shares, as opposed to Global Star which has authorized capital stock of 100,000,000 shares of Global Star Class A Common Stock, 10,000,000 shares of Global Star Class B Common Stock and 1,000,000 shares of preferred stock;

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PubCo’s corporate existence is perpetual as opposed to Global Star’s corporate existence terminating if a business combination is not consummated by Global Star within a specified period of time; and

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PubCo’s constitutional documents do not include the various provisions applicable only to special purpose acquisition corporations that Global Star’s amended and restated certificate of incorporation contains.

Authorized but unissued ordinary shares may enable PubCo’s board of directors to render it more difficult or to discourage an attempt to obtain control of PubCo and thereby protect continuity of or entrench its management, which may adversely affect the market price of PubCo’s securities. For example, if, in the due exercise of its fiduciary obligations, for example, PubCo’s board of directors were to determine that a takeover proposal were not in the best interests of PubCo, such shares could be issued by the board of directors without shareholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable PubCo to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. PubCo currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

A copy of PubCo’s Memorandum and Articles of Association, as will be in effect upon consummation of the Business Combination, is attached to this proxy statement/prospectus as Annex B. See also the Section entitled Comparison of Shareholder’s Rights on page 336 of this proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences of The Business Combination

The following is a general discussion of the material U.S. federal income tax consequences (i) of the Business Combination to U.S. Holders (defined below) of GLST Common Stock (excluding any redeemed shares), GLST Rights, and GLST Warrants (collectively, the “Global Star securities”), (ii) of the Acquisition Merger to U.S. Holders of K Enter Common Stock, (iii) of the subsequent ownership and disposition of PubCo Ordinary Shares and PubCo Warrants (collectively, the “PubCo securities”) received in the Business Combination and (iv) exercise of redemption rights by Global Star stockholders that are U.S. Holders. In addition, the following includes a general discussion of certain U.S. federal income tax consequences of the Business Combination to Global Star, K Enter, and PubCo.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a holder as a result of the Business Combination or as a result of the ownership and disposition of Global Star securities. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to U.S. Holders that hold Global Star securities, K Enter Common Stock, and, after the completion of the Business Combination, PubCo securities, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

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banks or other financial institutions, underwriters, or insurance companies;

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traders in securities who elect to apply a mark-to-market method of accounting;

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real estate investment trusts and regulated investment companies;

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tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

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expatriates or former long-term residents of the United States;

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subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

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dealers or traders in securities, commodities or currencies;

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grantor trusts;

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persons subject to the alternative minimum tax;

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U.S. persons whose “functional currency” is not the U.S. dollar;

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persons who received shares of GLST Common Stock or K Enter Common Stock through the issuance of restricted stock under an incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

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persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding shares of GLST Common Stock, K Enter Common Stock, or, after the Business Combination, the issued PubCo Ordinary Shares (excluding treasury shares);

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holders holding Global Star securities, K Enter Common Stock, or, after the Business Combination, PubCo securities, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction; or

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the Sponsor or its affiliates.

As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Global Star securities, K Enter Common Stock, and, after the Business Combination, PubCo securities received in the Business Combination, that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “Non-U.S. Holder” means a beneficial owner of Global Star securities, K Enter Common Stock, and, after the Business Combination, PubCo securities that is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Global Star securities, K Enter Common Stock, and, after the completion of the Business Combination, PubCo securities received in the Business Combination, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination and the subsequent ownership and disposition of PubCo securities received in the Business Combination.

Because GLST Units will be separated into their component parts immediately prior to the consummation of the Business Combination, a beneficial owner of a GLST Unit should be treated as the owner of the underlying component Global Star securities for U.S. federal income tax purposes. The discussion below with respect to Global Star securities should also apply to holders of GLST Units (as the deemed owner of the underlying component Global Star securities).

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. GLOBAL STAR STOCKHOLDERS AND K ENTER STOCKHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF PUBCO SECURITIES AFTER THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders

The following discussion, “— U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders,” constitutes the opinion of Nelson Mullins Riley & Scarborough LLP, counsel to Global Star, as to the material U.S. federal income tax consequences of the Business Combination to the U.S. Holders of Global Star securities, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

Tax Residence of PubCo for U.S. Federal Income Tax Purposes

Under current U.S. federal income tax law, a corporation generally will be considered to be resident for U.S. federal income tax purposes in its place of organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, PubCo, which is a Cayman Islands-incorporated entity, would generally be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident). Section 7874 of the Code and the regulations promulgated thereunder, however, contain specific rules (more fully discussed below) that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. Although PubCo is incorporated under the laws of the Cayman Islands, PubCo expects that PubCo will be taxed as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, and that PubCo will be liable for U.S. federal income tax on its income like any other U.S. corporation, and certain distributions made by PubCo to Non-U.S. Holders of PubCo securities would be subject to U.S. withholding tax.

Under section 7874 of the Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, be a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if (1) the non-U.S. corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation, (2) the non-U.S. corporation’s expanded affiliated group does not have substantial business activities in the non-U.S. corporation’s country of organization or incorporation relative to the expanded affiliated group’s worldwide activities (the “substantial business activities test”), and (3) the shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the stock of the non-U.S. acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation, as determined under complex share ownership rules described below, which are uncertain in their application in many circumstances and are intended to increase the percentage ownership for these purposes (the “Ownership Test”). For this purpose, “expanded affiliated group” generally means the foreign acquiring corporation and all subsidiary corporations in which such foreign corporation owns, directly or indirectly, more than 50% of the stock (by vote and value) after the foreign acquiring corporation’s acquisition of the assets of the U.S. corporation.

In the Business Combination, PubCo will directly acquire all of Global Star’s assets through Global Star merging with and into PubCo, with PubCo remaining as the surviving publicly traded entity. As a result, the determination of whether PubCo will be treated as a U.S. corporation for U.S. federal income tax purposes will depend on the application of the substantial business activities test and the Ownership Test.

PubCo is not expected to satisfy the substantial business activities test based on its activities in the Cayman Islands after the completion of the Business Combination. Accordingly, PubCo must determine whether the Ownership Test has been met.

Based on the complex rules for determining share ownership under Section 7874 of the Code and Treasury Regulations promulgated thereunder and certain factual assumptions, former Global Star stockholders are expected to be treated as holding more than 80% (by both vote and value) of PubCo stock by reason of their former ownership of Global Star common stock for these purposes. Therefore, PubCo is expected to satisfy the Ownership Test, and PubCo is expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

This following discussion assumes that Section 7874 of the Code continues to apply to treat PubCo as a U.S. corporation for all purposes under the Code. If, for some reason (e.g., future repeal of Section 7874 of the Code), PubCo were no longer treated as a U.S. corporation under the Code, the U.S. federal income tax consequences described herein could be materially and adversely affected.

Qualification of the Reincorporation Merger as a Reorganization

The Reincorporation Merger will qualify as a “reorganization” within the meaning of Section 368 of the Code. However, U.S. Holders should be aware that the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel that the Business Combination qualifies as a reorganization, and that PubCo has not requested and does not intend to request a ruling from the IRS with respect to the U.S. federal income tax treatment of the Business Combination. There can be no assurance that the IRS will not take a contrary position to views expressed herein or that a court will not agree with a contrary position of the IRS.

If the Reincorporation Merger Qualifies as a Reorganization

Because the Reincorporation Merger will qualify as a reorganization under the provisions of Section 368 of the Code, a U.S. Holder that exchanges its Global Star securities pursuant to the Business Combination will not recognize gain or loss on the exchange of Global Star securities for PubCo securities. The aggregate adjusted tax basis of a U.S. Holder in the PubCo Ordinary Shares received as a result of the Business Combination will equal the aggregate adjusted tax basis of the GLST Common Stock and the GLST Rights surrendered in the exchange, and the aggregate adjusted tax basis in the PubCo Warrants received as a result of such exchange will equal the aggregate adjusted tax basis of the GLST Warrants surrendered in the exchange. A U.S. Holder’s holding period for the PubCo securities received in the exchange will include the holding period for the Global Star securities surrendered in the exchange.

U.S. Holders should consult their own tax advisors as to the particular consequences to them of the exchange of Global Star securities for PubCo securities pursuant to the Business Combination, the qualification of the Reincorporation Merger as a reorganization.

If the Reincorporation Merger Does Not Qualify as a Reorganization

If the Reincorporation Merger fails to qualify as a Reorganization, a U.S. Holder that exchanges its Global Star securities for the consideration under the Business Combination will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the PubCo securities received and (ii) the U.S. Holder’s adjusted tax basis in the Global Star securities exchanged. A U.S. Holder’s aggregate tax basis in the PubCo securities received will be the fair market value of those securities on the date the U.S. Holder receives them. The U.S. Holder’s holding period for the PubCo securities received pursuant to the Business Combination will begin on the day after the date the U.S. Holder receives such PubCo securities.

Such gain or loss will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder’s holding period for the Global Star securities exceeds one year at the time of the Business Combination. Long-term capital gains of non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations under the Code.

U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of K Enter Common Stock

The following discussion, “—U.S. Federal Income Tax Consequences of the Acquisition Merger to U.S. Holders of K Enter Common Stock,” constitutes the opinion of Loeb & Loeb, counsel to K Enter, as to the material U.S. federal income tax consequences of the Acquisition Merger to U.S. Holders of K Enter Common Stock, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

Neither K Enter nor Global Star has requested, and neither intends to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Acquisition Merger. A tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the IRS. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position that the Acquisition Merger does not constitute a “reorganization.” Accordingly, each U.S. Holder is urged to consult its tax advisor with respect to the particular tax consequence of the Acquisition Merger to such holder.

Subject to the qualifications and limitations set forth herein, the Acquisition Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and U.S. Holders of K Enter Common Stock generally should not recognize any gain or loss as a result of the Acquisition Merger. Pursuant to the Acquisition Merger, U.S. Holders of K Enter Common Stock will receive shares of PubCo Ordinary Shares in exchange for their shares of K Enter Common Stock. Each U.S. Holder’s tax basis in the shares of PubCo Ordinary Shares received in the Acquisition Merger will be the same as his, her or its tax basis in the shares of K Enter Common Stock surrendered in the Acquisition Merger in exchange therefor. The holding period of the shares of PubCo Ordinary Shares received in the Acquisition Merger by the U.S. Holder will include the holding period of the shares of K Enter Common Stock surrendered in the Acquisition Merger in exchange therefor. The rules under Section 368 of the Code, however, are complex and there is limited guidance as to their application in the context of a transaction or series of transactions like those contemplated by the Business Combination. Accordingly, no assurance can be given as to whether U.S. Holders will recognize gain, if any, as a result of the Acquisition Merger.

If the Acquisition Merger fails to qualify as a “reorganization” under Section 368(a) of the Code, a U.S. Holder of K Enter Common Stock would recognize gain or loss in an amount equal to the difference (i) the fair market value of the aggregate merger consideration received in exchange for such surrendered K Enter Common Stock upon completion of the Acquisition Merger and (ii) the holder’s basis in the K Enter Common Stock surrendered. Gain or loss will be calculated separately for each block K Enter Common Stock (generally shares acquired at the same cost in a single transaction) surrendered. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if such K Enter Common Stock have been held for more than one year at the time of the Acquisition Merger. Long-term capital gain of non-corporate U.S. Holders (including individuals) generally is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. Holder’s tax basis in shares of PubCo Ordinary Shares received in the Acquisition Merger would be equal to the fair market value thereof as of the Effective Time, and the U.S. Holder’s holding period in such shares would begin on the day following the Acquisition Merger.

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of the Acquisition Merger under such holder’s particular circumstances.

U.S. Federal Income Tax Consequences of Ownership and Disposition of PubCo Securities

U.S. Federal Income Tax Consequences to U.S. Holders

The following discussion is a summary of certain material U.S. federal income tax consequences of the ownership and disposition of PubCo securities to U.S. Holders who receive such PubCo securities pursuant to the Business Combination.

Distribution on PubCo Ordinary Shares

The gross amount of any distribution on PubCo Ordinary Shares that is made out of PubCo’s current and accumulated profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will qualify for a dividends received deduction (pursuant to which a portion of the dividend may be deducted) if the requisite holding period is satisfied. Subject to applicable requirements and limitations, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the preferential tax rate accorded to long-term capital gains.

Non-corporate U.S. Holders that do not meet a minimum holding period requirement or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation applicable to qualified dividends. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

To the extent that the amount of any distribution made by PubCo on the PubCo Ordinary Shares exceeds PubCo’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction (but not below zero) in the adjusted basis of the U.S. Holder’s PubCo Ordinary Shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.” However, PubCo may not calculate earnings and profits in accordance with U.S. federal income tax principles. In such event, a U.S. Holder should expect to generally treat distributions PubCo makes as dividends.

Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities

A U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of PubCo Ordinary Shares and PubCo Warrants in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such PubCo Ordinary Shares or PubCo Warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo Ordinary Shares or PubCo Warrants will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo Ordinary Shares or PubCo Warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The amount of gain or loss recognized will generally be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its PubCo securities so disposed of. A U.S. Holder’s adjusted tax basis in its shares of PubCo securities will generally equal the U.S. Holder’s acquisition cost for such shares (or, in the case of PubCo Ordinary Shares received upon exercise of a warrant, the U.S. Holder’s initial basis for such PubCo Ordinary Shares, as discussed below), less any prior distributions treated as a return of capital. Long-term capital gains recognized by non-corporate U.S. Holders are generally eligible for reduced rates of tax. If the U.S. Holder’s holding period for the PubCo securities so disposed of is one year or less, any gain on a sale or other taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed at ordinary income tax rates. The deductibility of capital losses is subject to limitations.

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Exercise or Lapse of a PubCo Warrant

Except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a PubCo ordinary share on the exercise of a PubCo Warrant for cash. A U.S. Holder’s tax basis in a PubCo ordinary share received upon exercise of the PubCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a PubCo ordinary share received upon exercise of the PubCo Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrants and will not include the period during which the U.S. Holder held the PubCo Warrants. If a PubCo Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s basis in the PubCo Ordinary Shares received would equal the holder’s basis in the PubCo Warrant. If the cashless exercise were treated as not being a gain recognition event, a U.S. Holder’s holding period in the PubCo Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the PubCo ordinary share would include the holding period of the PubCo Warrant.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised PubCo Warrants treated as surrendered to pay the exercise price of the PubCo Warrants (the “surrendered warrants”). The U.S. Holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the PubCo Ordinary Shares that would have been received with respect to the surrendered warrants in a regular exercise of the PubCo Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. Holder’s tax basis in the PubCo Ordinary Shares received would equal the U.S. Holder’s tax basis in the PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. Holder’s holding period for the PubCo Ordinary Shares would commence on the date following the date of exercise (or possibly the date of exercise) of the PubCo Warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

Distributions on PubCo Ordinary Shares

Distributions of cash or property to a Non-U.S. Holder in respect of PubCo Ordinary Shares will generally constitute dividends for U.S. federal income tax purposes to the extent paid from PubCo’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds PubCo’s current and accumulated earnings and profits, the excess will generally be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in the PubCo Ordinary Shares. Any remaining excess will be treated as capital gain and will be treated as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities.”

Dividends paid to a Non-U.S. Holder of PubCo Ordinary Shares generally will be subject to withholding of U.S. federal income tax at a 30% rate, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate as described below. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base of the Non-U.S. Holder) are not subject to such withholding tax, provided certain certification and disclosure requirements are satisfied (generally by providing an IRS FormW-8ECI). Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

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A Non-U.S. Holder of PubCo Ordinary Shares who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable IRS FormW-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if the PubCo Ordinary Shares are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury Regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

A Non-U.S. Holder of PubCo Ordinary Shares eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders are urged to consult their own tax advisors regarding their entitlement to the benefits under any applicable income tax treaty.

Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities

In general, a Non-U.S. Holder will not be subject to U.S. federal income or, subject to the discussion below under the headings “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance Act,” withholding tax on any gain realized upon the sale or other disposition of PubCo Ordinary Shares unless:

	●	the gain is effectively connected with a trade or business carried on by the Non-U.S. Holder within the United States and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the Non-U.S. Holder;

	●	the Non-U.S. Holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are satisfied; or

	●	PubCo is or has been a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period ending on the date of the disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and either (A) PubCo Ordinary Shares are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding PubCo Ordinary Shares. PubCo believes that PubCo currently is not, and PubCo does not anticipate it becoming, a USRPHC.

Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If the Non-U.S. Holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual Non-U.S. Holder who is subject to U.S. federal income tax because the Non-U.S. Holder was present in the United States for 183 days or more during the year of sale or other disposition of Global Star’s securities will generally be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by U.S. source capital losses, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Exercise or Lapse of a PubCo Warrant

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a PubCo Warrant, or the lapse of a PubCo Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “— U.S. Federal Income Tax Consequences to U.S. Holders — Exercise or Lapse of a PubCo Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described under “— Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Common Stock,” above for a Non-U.S. Holder’s gain on the sale or other disposition of PubCo securities.

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Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights

U.S. Federal Income Tax Consequences to U.S. Holders

In the event that a U.S. Holder elects to redeem its GLST Common Stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the GLST Common Stock under Section 302 of the Code. If the redemption qualifies as a sale or exchange of the GLST Common Stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the GLST Common Stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the GLST Common Stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of GLST Common Stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Global Star’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the GLST Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the ordinary shares. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the GLST Common Stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of shares of GLST Common Stock treated as held by the U.S. Holder (including any GLST Common Stock constructively owned by the U.S. Holder as a result of owning GLST Warrants or GLST Rights) relative to all of the shares of GLST Common Stock outstanding both before and after the redemption. The redemption of GLST Common Stock generally will be treated as a sale or exchange of the GLST Common Stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Global Star or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only GLST Common Stock actually owned by the U.S. Holder, but also shares of GLST Common Stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include GLST Common Stock which could be acquired pursuant to the exercise of the GLST Warrants or GLST Rights. In order to meet the substantially disproportionate test, the percentage of Global Star’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of the GLST Common Stock must, among other requirements, be less than 80% of the percentage of Global Star’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the GLST Common Stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the GLST Common Stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other GLST Common Stock. The redemption of the GLST Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Global Star. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Global Star will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

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If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining GLST Common Stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its GLST Warrants or possibly in other GLST Common Stock constructively owned by it.

Because the Reincorporation Merger will occur prior to the redemption of U.S. Holders that exercise redemption rights with respect to GLST Common Stock, U.S. Holders exercising such redemption rights, will be subject to the potential tax consequences as a result of the Reincorporation Merger (as discussed further above). All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their GLST Common Stock pursuant to an exercise of redemption rights.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s GLST Common Stock as a sale or exchange under Section 302 of the Code or as a corporate distribution under Section 301 of the Code generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s GLST Common Stock, as described above, and the corresponding consequences will be as described below.

Because the Reincorporation Merger will occur prior to the redemption of Non-U.S. Holders that exercise redemption rights with respect to GLST Common Stock, Non-U.S. Holders exercising such redemption rights, will be subject to the potential tax consequences as a result of the Reincorporation Merger (as discussed further above). All Non-U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their GLST Common Stock pursuant to an exercise of redemption rights.

Redemption Treated as Sale or Exchange

Any gain realized by a Non-U.S. Holder on the redemption of GLST Common Stock that is treated as a sale or exchange under Section 302 of the Code generally will not be subject to U.S. federal income tax unless:

	●	the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

	●	the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

	●	Global Star is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such GLST Common Stock redeemed, and either (A) shares of GLST Common Stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of GLST Common Stock. There can be no assurance that shares of GLST Common Stock will be treated as regularly traded on an established securities market for this purpose.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

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If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the redemption of GLST Common Stock generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, Global Star may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such redemption. Global Star would generally be classified as a “U.S. real property holding corporation” if the fair market value of Global Star’s “United States real property interests” equals or exceeds 50% of the sum of the fair market value of Global Star’s worldwide real property interests and Global Star’s other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. However, Global Star believes that Global Star is not and have not been at any time since Global Star’s formation a U.S. real property holding corporation and Global Star does not expect to be a U.S. real property holding corporation immediately after the Business Combination is completed.

Redemption Treated as Corporate Distribution

With respect to any redemption treated as a corporate distribution under Section 301 of the Code, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, GLST will be required to withhold U.S. tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of the GLST Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the GLST Common Stock, which will be treated as described above.

This withholding tax does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to dividends received by U.S. Holders of PubCo Ordinary Shares (including constructive dividends), and the proceeds received on the disposition of PubCo Ordinary Shares and PubCo Warrants effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Information reporting requirements will also apply to redemptions from U.S. Holders of GLST Common Stock. Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup withholding. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person for U.S. federal income tax purposes or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements or to claim a reduced rate of withholding under an applicable income tax treaty. The amount of any backup withholding from a payment to a Non-U.S. Holder will generally be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is furnished by such Non-U.S. Holder to the IRS in a timely manner.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

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Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, securities (including PubCo securities) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which PubCo securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, PubCo securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends in respect of PubCo Ordinary Shares. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition of securities (including PubCo securities), proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in PubCo securities.

Required Vote

Approval of the Reincorporation Merger Proposal requires the affirmative vote of the holders of sixty-five percent (65%) of the GLST Common Stock outstanding as of the record date. Adoption of the Reincorporation Merger Proposal is conditioned upon the adoption of the Acquisition Merger Proposal. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Global Star will not consummate the Business Combination.

Recommendation of Global Star’s Board of Directors

After careful consideration, Global Star board of directors determined that the Reincorporation Merger forming part of the Business Combination with K Enter is in the best interests of Global Star and its stockholders. On the basis of the foregoing, Global Star board of directors has approved and declared advisable the Business Combination with K Enter and recommends that you vote or give instructions to vote “FOR” adoption of the Reincorporation Merger Proposal.

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PROPOSAL NO. 2
THE ACQUISITION MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement, as amended, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

General Description of the Acquisition Merger

Acquisition Merger with K Enter; Acquisition Merger Consideration

As of January 3, 2025, K Enter completed the acquisitions of the controlling equity interests of each of the Six Korean Entities.

The aggregate consideration for the Acquisition Merger is $590,000,000, payable in the form of 59,000,000 newly issued PubCo Ordinary Shares valued at $10.00 per share to K Enter and its shareholders. At the closing of the Acquisition Merger, the issued and outstanding shares in K Enter held by the former K Enter shareholders will be cancelled and ceased to exist, in exchange for the issue of an aggregate of 59,000,000 PubCo Ordinary Shares. 5,900,000 PubCo Ordinary Shares will be reserved and authorized for issuance under the Incentive Plan upon closing. At the closing of the Acquisition Merger, the fully paid shares in Merger Sub held by PubCo will become fully paid shares in the surviving corporation, so that K Enter will become a wholly owned subsidiary of PubCo.

Upon the closing of the Business Combination, PubCo board of directors will consist of seven directors, all of whom will be designated by K Enter and a majority of whom will be “independent” under Nasdaq’s listing standards. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information. While the Merger Agreement contemplates that the Sponsor will have the right to designate a certain number of directors, the Sponsor has waived this right.

According to the PubCo Charter, the authorized share capital of post-closing company is $100,000 divided into 990,000,000 ordinary shares of par value of $0.0001 each and 10,000,000 preference shares of par value US$0.0001 each. After the consummation of the Business Combination, PubCo will be a “foreign private issuer” under the U.S. securities laws and the rules of Nasdaq. For more information about the foreign private issuer, please see the sections titled “PubCo’s Directors and Executive Officers After the Business Combination — Foreign Private Issuer Status.”

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After the Business Combination, assuming (i) there are no additional redemptions of Global Star’s shares and (ii) there is no exercise of the PubCo Warrants, Global Star’s current public stockholders will own approximately 3.3% of the issued share capital of PubCo, Global Star’s current directors, officers and affiliates will own approximately 4.5% of the issued share capital of PubCo, and K Enter shareholders will own approximately 92.2% of the issued share capital of PubCo (excluding the 5,900,000 PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan). Assuming maximum redemptions by holders of Global Star’s outstanding ordinary shares, Global Star’s current public stockholders will own approximately 1.4% of the issued share capital of PubCo, Global Star’s current directors, officers and affiliates will own approximately 4.7% of the issued share capital of PubCo, and K Enter shareholders will own approximately 93.9% of the issued share capital of PubCo (excluding the 5,900,000 PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan).

Assuming the Reincorporation Merger Proposal and the Acquisition Merger Proposal are approved, Global Star expects to close the Business Combination by February 10, 2025.

Representations and Warranties

K Enter makes certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate organization of K Enter and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure; (e) accuracy of charter documents and corporate records; (f) required consents and approvals; (g) financial information; (h) absence of certain changes or events; (i) title to assets and properties; (j) material contracts; (k) ownership of real property; (l) licenses and permits; (m) compliance with laws, including those relating to foreign corrupt practices and money laundering; (n) ownership of intellectual property; (o) customers and suppliers; (p) employment and labor matters; (q) taxes matters; (r) environmental matters; (s) brokers and finders; (t) that K Enter is not an investment company; and (u) other customary representations and warranties.

Global Star, PubCo and Merger Sub (collectively “Purchaser Parties”) make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) litigation; (d) brokers and finders; (e) capital structure; (f) validity of share issuance; (g) minimum trust fund amount; and (h) validity of Nasdaq Stock Market listing; (i) SEC filing requirements and financial statements; (j) material contracts; (k) compliance with laws, including those relating to foreign corrupt practices and money laundering.

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Conduct Prior to Closing; Covenants

Each of K Enter and Global Star has agreed to, and cause its subsidiaries to, operate the business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

The Merger Agreement also contains covenants providing for:

●

Each party providing access to their books and records and providing information relating to their respective business to the other party, its legal counsel and other representatives;

●

K Enter delivering the financial statements required by Global Star to make applicable filings with the SEC;

●

Cooperation in making certain filings with the SEC; and

Conditions to Closing

General Conditions

Consummation of the Merger Agreement and the transactions herein is conditioned on, among other things, (i) the absence of any order or provisions of any applicable law making the transactions illegal or otherwise preventing or imposing any condition on the transactions; (ii) all applicable waiting periods, if any, under the Hart-Scott-Rodino Act shall have expired or been terminated and each consent required to consummate the Business Combination shall have been obtained and be in full force and effect; (iii) Global Star shall, after giving effect to any redemptions, have net tangible assets of at least $5,000,001 or (iv) be otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act; (v) Global Star shall have received approval from its stockholders of the Business Combination Proposals, the Governance Proposal and the Incentive Plan Proposal; (vi) the Business Combination shall have been approved by K Enter’s stockholders; (vii) PubCo’s initial listing application with Nasdaq or an alternate exchange, as applicable, in connection with the transactions contemplated by this Agreement shall have been conditionally approved and, immediately following the Business Combination, PubCo shall satisfy any applicable initial and continuing listing requirements of such exchange Nasdaq or an Alternate Exchange, as applicable, and PubCo shall not have received any notice of non-compliance therewith, and the shares to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq or an alternate exchange, as applicable; (viii) this Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of this Registration Statement shall have been issued by the SEC that remains in effect and no proceeding seeking such a stop order shall have been initiated by the SEC and not withdrawn; (ix) the Reincorporation Merger shall have been consummated and the applicable certificates filed in the appropriate jurisdictions; (x) the acquisition by K Enter of a controlling interest in the Six Korean Entities shall have been consummated; and (xi) the joinder to the Merger Agreement shall have been executed by PubCo and Merger Sub.

K Enter’s Conditions to Closing

The obligations of K Enter to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things:

●

Purchaser Parties complying with all of their obligations under the Merger Agreement in all material respects;

●

subject to applicable materiality qualifiers, the representations and warranties of Purchaser Parties being true on and as of the closing date of the transactions;

●

Purchaser Parties complying with the reporting requirements under the applicable Securities Act and Exchange Act;

	●	There having been no material adverse effect to Purchaser Parties that is continuing; and

	●	The size and composition of PubCo’s post-closing board of directors shall have been approved.

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Purchaser Parties’ Conditions to Closing

The obligations of Purchaser Parties to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things:

●

K Enter and its subsidiaries complying with all of the obligations under the Merger Agreement in all material respects;

●

subject to applicable materiality qualifiers, the representations and warranties of K Enter and its subsidiaries being true on and as of the closing date of the transactions;

●

there having been no material adverse effect to the business of K Enter, Play Company or Solaire Partners, taken as a whole, that is continuing; and

●

K Enter shall have obtained certain specified third-party consents.

Termination

The Merger Agreement may be terminated and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to Global Star stockholders, by:

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Written agreement of Global Star and K Enter;

●

either Global Star or K Enter, if the closing has not occurred by June 22, 2025, provided that no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made;

●

Global Star, if K Enter has materially breached any representation, warranty, agreement or covenant contained in the Merger Agreement;

●

K Enter, if Global Star has materially breached any representation, warranty, agreement or covenant contained in the Merger Agreement; or

●

Either K Enter or Global Star if the Business Combination is permanently enjoined, prohibited or prevented by the terms of a final, non-appealable government order.

In addition to the Merger Agreement, the following agreements will be entered into in connection with the closing of the business combination.

Lock-Up Agreement

At the Closing, PubCo, the Sponsor, certain former stockholders of K Enter, and certain other persons and entities, will enter into lock-up agreements (the “Lock-Up Agreements”) with respect to PubCo Ordinary Shares and PubCo Warrants held by the Sponsor immediately following the Closing, and PubCo Ordinary Shares held by certain K Enter stockholders immediately following the Closing (the “Lock-Up Shares”), pursuant to which, each Holder agreed not to offer, sell, contract to sell, pledge, grant any option to purchase, or otherwise dispose of, directly or indirectly, any Lock-Up Shares during the application lock-up period, on the terms and subject to the conditions set forth in the Lock-Up Agreement. Lock-up period means, (i) with respect to 50% of the Lock-up Shares, the earlier of (A) six months after the Closing and (B) the date on which the closing price of the PubCo’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the date hereof and (ii) with respect to the remaining 50% Lock-up Shares (or Ordinary Shares issuable upon conversion thereof), six months after the Closing. The Lock-Up Agreements will apply to (i) approximately 83% of the PubCo Ordinary Shares, consisting of 2,798,225 Ordinary Shares owned by the Sponsor, Stephen Drew and Nicholas Khoo and 49,424,300 Ordinary Shares owned by the former K Enter stockholders (ii) 498,225 Ordinary Shares underlying warrants held by the Sponsor (approximately 5.14% of the outstanding warrants) and (iii) 49,822 Ordinary Shares underlying rights owned by the Sponsor (approximately 5.14% of the rights).

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Registration Rights Agreement

Interests of Certain Persons in the Business Combination

●

If the Business Combination is not completed by June 22, 2025, Global Star will be required to liquidate. In such event, the 2,140,000 Founder Shares purchased by the Sponsor and Initial Stockholders for $25,000 and the 498,225 Private Units acquired by the Sponsor and the Initial Stockholders for $4,982,250 prior to the IPO as well as the $1,600,000 the Sponsor loaned to Global Star in exchange for a promissory note and the $120,000 the Sponsor loaned to K Enter will be worthless. Such securities and promissory note had an aggregate market value of approximately $32.4 million based on December 3 , 2024, closing price of GLST Common Stock of $11.69 and of GLST Units of $11.32;

●

Certain officers and directors of the Company own shares of common stock of K Enter. Specifically, the following directors own shares of common stock of K Enter as follows: Stephen Drew owns 6,000 shares of K Enter common stock, Yang Kan Chong owns 1,337 shares of K Enter common stock and Jukka Rannila, beneficially through Assai OY, owns 600 shares of K Enter common stock. Nicholas Aaron Khoo the Company’s Chief Operating Officer owns 600 shares of K Enter common stock;

●

If the Business Combination with K Enter is completed, K Enter will designate all members of the board of directors.

Anticipated Accounting Treatment

Prior to the Business Combination, K Enter will acquire controlling equity interests in the Six Korean Entities.

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The overall impact of the accounting conclusions set out above will be that the financial statements of Play Company will become those of K-Enter post-consummation and will not experience a change in basis as a result of the application of the acquisition method while each of K Enter and the five Korean Entities other than Play Company will experience a change in basis as a result of the application of the acquisition method and will be reflected in the consolidated financial statements of Play Company on a prospective basis post-consummation.

	●	New K Enter’s existing stockholders will hold a majority of the voting rights of PubCo post Business Combination under the No Additional Redemption Scenario and Maximum Redemption Scenario;

	●	By virtue of such estimated voting interest upon the Closing, New K Enter’s existing stockholders will have the ability to control decisions regarding the election and removal of directors and officers of the Combined Company following the Closing;

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New K Enter will have control over the Board;

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New K Enter’s operations will substantially comprise the ongoing operations of PubCo;

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New K Enter is the larger entity in terms of substantive operations and employee base; and

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New K Enter’s senior management will comprise the senior management of PubCo.

The determination that Play Company will be considered the acquirer of K Enter for financial reporting purposes was primarily based on the assumption that:

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Play Company’s existing stockholders will hold a large minority voting interest in New K Enter where no other owner has a significant voting interest;

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Play Company’s CEO has the ability to appoint the senior management of New K Enter

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Play Company’s CEO has the ability to appoint a majority of directors of New K Enter’s board of directors;

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Play Company’s operations will substantially comprise the ongoing operations of New K Enter; and

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Play Company is the larger entity in terms of substantive operations and employee base.

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Regulatory Approvals

Background of the Business Combination

Global Star is a blank check company incorporated on July 24, 2019, as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, (the “Business Combination”). Global Star’s efforts to identify a prospective target business initially were focused on fintech and proptech companies, with a preference for the South East Asia region.

On September 22, 2022, Global Star consummated its initial public offering of 8,000,000 units. Each Unit consisted of one share of Class A Common Stock of Global Star, par value $0.0001 per share, one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and one Right, with each Right entitling the holder to receive one-tenth of one share of Class A Common Stock. The units were sold at a price of $10.00 per unit, generating gross proceeds to Global Star of $80,000,000.

At the time of the initial public offering, the underwriters were granted a 45-day over-allotment option to purchase up to 1,200,000 additional Units to cover overallotments, if any. Subsequently, on September 30, 2022, the underwriters exercised their over-allotment option to purchase 1,200,000 over-allotment units. On October 4, 2022 Global Star closed on the over-allotment units through the sale of 1,200,000 units at a purchase of $10.00 per share for gross proceeds of approximately $12.0 million.

Simultaneously with the consummation of the closing of the initial public offering and the following over-allotment, Global Star consummated the private placement of an aggregate of 498,225 units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,982,225.

A total of $94,300,000 comprising proceeds from the initial public offering and proceeds of the private placement, net of the underwriting commissions, discounts, and initial public offering expenses, was deposited in a trust account established for the benefit of Global Star’s public stockholders. The Cotto Wealth Management Group at Morgan Stanley is managing the trust account. Before the successful conclusion of its initial public offering, neither Global Star nor anyone on its behalf contacted any prospective target or had any substantive discussions, formal or otherwise, with respect to a merger transaction with Global Star. Following the initial public offering, the management team and board members initiated contact with and were approached by numerous potential targets and advisors. Global Star established a transparent and systematic process for selecting and vetting potential targets, which involved collecting information on the targets presented, shortlisting, developing criteria for ranking and assessment, and conducting due diligence. A pipeline for the targets was set up to assemble data and information on potential merger targets.

Based on these criteria and multiple conversations with the targets and its own internal discussion, Global Star developed a target candidate shortlist. As part of the assessment process, the management team ranked all the potential targets based on certain criteria such as revenue, earnings, sector, technology, etc. and organized a weekly call for the management to discuss the deals with the directors. The assessment also included signing of non-disclosure agreements where needed to access data rooms for detailed information on the targets.

In accordance with this process, Global Star engaged in discussions with multiple targets, ultimately narrowing the list down to five targets from various sectors: (A) fintech, (B) artificial intelligence (“AI”), (C) renewable energy, (D) luxury branded products and (E) K-content (K Enter). Global Star conducted additional due diligence and sent non-exclusive term sheets to the above 5 candidates in February and March 2023. In November and December 2022, Global Star management held meetings with representatives of potential acquisition targets in Singapore, Japan, Korea, Malaysia and Europe.

Ted Kim, a managing member of the Sponsor and a director of K Enter, introduced Global Star to K Enter in late January 2023, as a potential acquisition target. K Enter was formed by 5 individuals, including Mr. Kim, Pyeung Ho Choi, Jae Young Lee (“Dale Lee”), Hyuk Jin Lee and Mina Kim (collectively the “K Enter Co-Founders”) following discussions among the K Enter Co-Founders in November 2023. The K Enter Co-Founder’s agreed in November 2023, that Mr. Choi and Dale Lee, who are officers of Solaire Partners LLC, a Korean based entertainment venture capital fund, would lead K Enter and identify and negotiate acquisition agreements to enable K Enter to acquire controlling interests in a number of Korean entertainment companies. As of mid-January 2023, K Enter had identified and commenced negotiation with the Seven Korean Entities. Towards the end of January 2023, Mr. Kim learned that Dale Lee was traveling on business to Singapore. Since Anthony Ang, the CEO of Global Star is based in Singapore, Mr. Kim decided to see if Dale Lee could meet with Mr. Ang in Singapore and so Mr. Kim introduced K Enter to Global Star as a potential acquisition target.

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Global Star decided to apply the following additional conditions to the targets:

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Requirement for the targets to purchase a minimum of USD $1 million worth of Founder Shares from the Sponsor in lieu of a usual break fee for the merger agreement in order for to increase deal certainty and provide additional capital to extend the timeframe for closing the transaction; and

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No minimum cash closing conditions, with private investment in public equity (“PIPE”) fund raising to be the primary responsibility of the target, with Global Star playing a supporting role.

With these conditions, the 5 targets were then narrowed down to 2 final choices, namely targets (B) and (E) in April 2023 that accepted the additional conditions.

Global Star was actively engaged with the two targets from early April until June 2023. One of these targets, referred to as Target B, is a 5-year-old Emotive AI company with revenue and profitability. However, in order to facilitate the merger process and meet the above conditions relating to the purchase of Founder Shares from the Sponsor and the closing of a PIPE transaction, Target B needed to raise approximately USD $5-10 million in a PIPE. To gain a comprehensive understanding of the business, Global Star’s management team, led by the chief executive officer and chief operating officer, visited Target B in Kuala Lumpur on February 28, 2023, and conducted three subsequent discussions, including a Zoom presentation to the Board on March 3, 2023. The negotiations with Target B continued until Global Star executed the Merger Agreement with K Enter, as Global Star desired to preserve a second option in light of the limited time frame for Global Star to complete a business combination.

The other target, referred to as Target E / K Enter, was a newly constituted holding company planning to acquire seven K-content related companies.

On February 8, 2023, the chief executive officers of Global Star and K Enter (Anthony Ang and Young Jae Lee) met in person in Singapore to discuss the possibility of a business combination. This was the only introductory meeting between K Enter and Global Star on February 8, 2023. At that time, K Enter was actively negotiating to acquire the Seven Korean Entities. Global Star had no involvement in the negotiations between K Enter and those six companies or the formation of K Enter. As K Enter had been recently formed, the discussions focused on the businesses that K Enter sought to acquire. While Global Star would have preferred to acquire a company with active operations, the prospect of acquiring K Enter and the Seven Korean Entities presented an attractive opportunity. The identification and the selection of the Seven Korean Entities was managed by Mr. Choi and Dale Lee.

When Dale Lee and Mr. Ang met in Singapore on February 8, 2023, K Enter had already identified and commenced the process of negotiating the acquisition of the controlling interests of the Seven Korean Entities, subject to due diligence, valuation and execution of definitive documentation. K Enter advised Mr. Ang that K Enter preferred an all-stock deal for the Seven Korean Entities to reduce capital requirements and to align the interests of the owners and managers of the acquired companies with the success of PubCo.

The owner of Play Company sought additional cash payments in connection with the transaction. Given the importance of Play Company to the success of PubCo, K Enter was willing to agree to these payments but spread-out the payments into three future installments. The owner of Play Company will also join the board of the New K Enter and this way, he will continue to have incentive to make sure Play Company performs good post completion of the business combination. The better Play Company performs, the easier it is for K Enter to make the payment to the. owner of Play Company.

Other than K Enter’s acquisition of Solaire Partners LLC, Global Star was not aware of any conflicts of interest between K Enter and any of the potential target companies. K Enter informed Global Star that K Enter’s operating companies would be a major factor when it comes to determining whether it will be a suitable target for Global Star. The mere fact K Enter was a recently formed, did not raise significant concern because K Enter’s business plan was to acquire the Seven Korean Entities which either had experienced operators or years of successful operating history. Global Star’s primary focus was whether the management of K Enter was qualified and presented a sense of integrity and transparency. Throughout February and until the signing of the merger agreement, Global Star’s confidence in K Enter and its management team grew after seeing K Enter execution the agreements to acquire controlling interests of the Seven Korean Entities and by engaging some of the most prominent Korean entertainment people under K Enter.

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The February 8, 2023 meeting in Singapore between K Enter’s former CEO Dale Lee and Global Star’s CEO Anthony Ang commenced good faith negotiation and discussion about the possible merger between the two companies. During the February 8, 2023 meeting, due diligence matters relating to the Seven Korean Entities were discussed, and shortly thereafter Global Star was provided access to K Enter’s data room, which contained detailed financial information of Seven Korean Entities as well as legal and business due diligence reports of the Seven Korean Entities to be acquired.

Thereafter, Global Star proposed a videoconference to further explore the possibilities of a merger. Global Star was informed that one of the Seven Korean Entities, Anseilen was newly created in March 2023. K Enter explained that they value “people” capacity above all. Although it is a newly created entity, its management team comes from “SBS” content production team. SBS is widely considered one of Korea’s best content production and broadcasting companies and with that kind of pedigree, K Enter stated that Anseilen will be a new powerhouse content production studio in Korea. As one of the Seven Korean Entities with valuation of about $6 million for 51%, Global Star thought Anseilen, although a newly created entity, was a good addition to K Enter acquisition targets.

In February and March 2023, Global Star continued its due diligence on K Enter and the Seven Korean Entities, with the assistance of two Korean law firms engaged by K Enter, Ehoo Law Group and Lee & Ko. Among the due diligence documents GLST reviewed was a “valuation report” on K Enter (the “KPMG Valuation Report”) assuming the acquisition of the Seven Korean Entities prepared by KPMG Samjong Accounting Corp (“Samjong KPMG”), a member firm of the KPMG global organization of member firms. The KPMG Valuation Report is attached to this proxy statement/prospectus as Exhibit 99.10. KPMG, assuming K Enter completes the purchase of the Seven Korean Entities, conducted a detailed valuation on K Enter based on DCF method and revenue multiples and proposed a valuation range of $580 million ~$650 million utilizing a discounted cash flow analysis, a forward trading enterprise value to sales multiple analysis, a forward trading enterprise value to EBITDA multiples analysis and a transaction multiple analysis.

Global Star did not engage Samjong KPMG to prepare this valuation report, and neither Global Star nor K Enter nor any of their affiliates has had any material relationship with Samjong KPMG over the last two years. Global Star reviewed the KPMG valuation report and considered it in its analysis setting the valuation. However, because Samjong KPMG was engaged by K Enter, it was not given more weight than any other valuation metric. Given the fact that Samjong KPMG was engaged by K Enter, and the conflict of interest discussed elsewhere, rather than relying on the KPMG valuation analysis, Global Star ultimately obtained a separate fairness opinion from EverEdge Pte Ltd.

The KPMG valuation report was based upon pro forma financial projections for the Seven Korean Entities provided to Global Star for fiscal years 2023 through 2027 (“First K Enter Pro Forma Projections”), assuming that K Enter had consummated the acquisition of the Seven Korean Entities. These original financial projections, are set forth in Annex F. These projections have been updated as discussed below, and the updated projections are included in Annex G. In preparing its valuation report, Samjong KPMG assumed that the financial information and projections, estimates and assumptions provided by K Enter were complete and accurate. The financial projections contained in Annex G are based on the assumption that K Enter acquired the Six Korean Entities and the Business Combination closed on or before March 31, 2024, which did not occur. Accordingly, the delay in K Enter’s acquisition of the Six Korean Entities and the closing of the Business Combination beyond March 31, 2024, will reduce PubCo’s projected revenues for 2024, but is not expected to have a materially adverse impact on PubCo’s revenues for the fiscal years 2025 through 2028.

The discounted cash flow analyses provided by KPMG Samjong Accounting Corp were based on the 5-year business plans from 2023 to 2027 of K Enter Holdings and its six potential subsidiary companies, as follows:

For the discounted cash flow analysis, KPMG applied the weighted average cost of capital (WACC) of approximately 11.2%, based on market date including market capitalization, equity risk premiums and market volatility, as of December 31, 2022, of U.S. publicly traded peer companies engaging in similar businesses to K Enter Holdings and its 6 potential subsidiary companies, including AMC Entertainment Holdings Inc, Chicken Soup for the Soul Entertainment Inc, Fox Corp, Lions Gate Entertainment Corp, Madison Square Garden Entertainment Corp, Netflix Inc, Paramount Global, Liberty Media Corp - Liberty SiriusXM, the Walt Disney Co, Warner Bros Discovery Inc, Warner Music Group Corp and Cinedigm Corp. The equity value of K Enter Holdings has been estimated within a range from USD 587 million to USD 715 million.

For the peer trading multiple analysis, KPMG collected both actual and projected financial data, including annual revenues, net debts and market capitalizations, of the above-listed U.S. publicly traded peer companies, from global databases including Capital IQ and Bloomberg, to estimate the forward trading multiples in 2023 and 2025. For the peer transaction multiple analysis, KPMG collected actual financial data, including annual revenues, net debts, market capitalizations and offering data, for the IPO transactions of the U.S. publicly traded companies from January 1, 2018, to January 3, 2023.

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On April 5, 2023, the videoconference took place, with CEO/Chairman Anthony Ang and other members of Global Star (Shan Cui, Nicholas Khoo, Jukka Rannila, Argon Lam, Yang Kan Chong, Stephen Drew and Hai Chwee Chew), and representatives of K Enter, led by Chairman Choi, Mr. Dale Lee, CEO, and other representatives of K Enter (Young Jae Lee, Chae Yeon Kim, Yang Jae Kim and Ted Kim). During the videoconference, K Enter’s management team provided further color around K Enter’s product and business development progress, which, at the time, included acquisition of six entertainment focused operating companies in Korea. They also answered Global Star’s questions related to K Enter’s financials and projected financing needs. There was no discussion of valuation during this meeting, although the parties agreed to expect a term sheet from Global Star to K Enter sometime in early April 2023, with Global Star taking note of K Enter’s 2022 pro forma revenue of approximately USD $150 million with $14 million in EBITDA.

Subsequently, on April 9, 2023, Global Star presented its first term sheet proposing various terms and conditions for the merger, including but not limited to a pre-money equity value of $610 million for K Enter based on the pro forma revenue and EBITDA numbers provided by K Enter (including K Enter’s pro forma revenue of $150 million with $14 million in EBITDA), and various other terms and conditions, including:

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K Enter using its best efforts to secure at least $50 million in PIPE financing at $10.00 per share concurrent with the closing of the Business Combination.

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A purchase of 100,000 shares of common stock of Global Star by K Enter or its designee from the Sponsor, for a total purchase price of $1 million;

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An extendable mutual exclusivity period of 6 weeks;

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The expansion of the post-merger board of directors to consist of 6 directors and one additional member to be determined by Global Star;

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A lock-up period of 6 months after the closing of the transaction for shares held by all K Enter’s existing shareholders; and

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An equity compensation plan worth of 1% of the combined company’s outstanding shares as of the closing of the transaction for the post-closing management for attracting other talented employees. This 1% later changed to 10% to allow the parties more leeway for attracting talented employees following the Business Combination.

Given that the valuation proposed by Global Star was generally consistent with the KPMG Valuation Report, K Enter agreed to the $610 million valuation at that time. Global Star and K Enter also agreed that the closing of the business combination would be conditioned upon the acquisitions of controlling equity interest of only Play Company Co., Ltd and Solaire Partners LLC. Although Global Star believed all Seven Operating Companies were important, without these two, the merger will not be successful for several reasons. One, Play Company Co., Ltd was contributing more than 80% of revenue and is the only music related company of the Seven. Two of the Seven Operating Companies did not have any revenue in 2022 so compared to these, having Play Company Co., Ltd under K Enter, Global Star believed was in integral part of creating a successful holding company. Without Solaire Partners LLC, it was all not clear whether all the movie and drama studios will remain confident and be an integral part of K Enter. After all, the movie and drama studios decided to join K Enter largely in part due to Solaire Partner LLC’s reputation and track record. Global Star realized early on, that without these two, K Enter will be a much less attractive company to merge with. This view aligned with K Enter’s decision to acquire 95% of Solaire Partners and 100% of Play Company but only 51% of other six operating companies. This decision was based on both difficulty in reaching agreement with the sellers of the other six companies on valuation and K Enter’s desire to give greater incentives to management of the five other companies to achieve success.

In the event K Enter does not acquire a controlling interest in any of the remaining six companies, then Global Star and K Enter reached a mutual understanding that Global Star and K Enter will adjust to the base consideration to be paid to K Enter in the planned business combination. If such an event occurs K Wave will file a proxy supplement explaining such event. In the event of any material changes occur regarding the planned acquisitions by K Enter occur prior to the Special Meeting, Global Star will promptly circulate updated or supplemental proxy materials to its stockholders.

On April 11, 2023, K Enter’s management and board of directors responded to Global Star’s emailed term sheet, accepting all of its terms and conditions presented by Global Star’s management team, including subjecting most shares to a lock-up period of 6 months post business combination, no minimum cash requirement for closing, and the purchase of at least $1 million worth of founder shares from the sponsor entity to fund the extension and operating cash of Global Star. Both parties executed the non-binding term sheet on April 11, 2023, which included the purchase price of $610 million. The signed term sheet also included a provision for a 1% equity incentive plan and a best-effort basis $50 million PIPE raise, which was mutually agreed upon as K Enter’s responsibility.

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K Enter was willing to accept the two new conditions but indicated that it might require more time for preparation and restructuring exercises.

K Enter was introduced by Ted Kim, a managing member of the Sponsor and who is also a director and a co-founder of K Enter and Stephen Drew who is a director of Global Star and a member of the Sponsor and is also a shareholder of K-Enter, the remaining members of the Global Star Board, on the advice of counsel, determined that there was a potential conflict of interest in its consideration of the transaction. The Global Star Board decided to engage EverEdge Pte Ltd on April 12, 2023 to provide a fairness opinion with respect to the transaction. In connection with the fairness opinion, Global Star provided EverEdge with the First K Enter Pro Forma Projections previously provided by K Enter.

On May 3, 2023, the working group, including Global Star, K Enter, K Enter’s legal counsel Loeb & Loeb, LLP, Global Star’s legal counsel Nelson Mullins Riley & Scarborough LLP, K Enter’s accounting advisor KPMG, and Korea side legal counsel Lee & Ko., held an initial virtual kickoff conference call. Following the conference, the working group granted access to K Enter’s virtual data room to facilitate further due diligence.

After reviewing the materials in the virtual data room, which included an investor presentation, business plan, KPMG valuation report, financial and legal due diligence reports, product overviews of would-be subsidiaries, intellectual property rights, extensive Q&As, future expansion plans, a list of competitors and potential partners, barriers to entry, market size, and financial modeling assumptions, Global Star, along with its financial, accounting and legal teams held virtual due diligence calls with K Enter’s management team on a weekly basis starting from May 2023. The due diligence calls covered a range of topics, including the history of K Enter, its growth strategy, how its various entities complement one another, its area of focus, the competitive landscape, organic and add-on growth strategies, and more.

The following topics were the main discussion points during May 2023:

From Global Star, Anthony Ang (CEO), Nicholas Khoo (COO), Stephen Drew (Director) led the inquiries into K Enter. From the K Enter, Young Jae (Dale) Lee (former CEO), Pyeong Ho Choi (Chairman of the Board) mostly provided the responses with the help of some of its officers and directors.

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How K Enter plans to strengthen its core business of content production and the music related merchandise sales. How the reliance on BTS for merchandizing can be lessened and what it plans to do in case K Enter via Play Company Co., Ltd does not get the exclusive right to sell merchandizing belonging to BTS

K Enter management responded as follows: K Enter plans to increase its content production revenue by increasing both the number of productions and the amount of investment going into such production. The four studios have more than enough production capacity but what they lack is the amount of “good capital” available to them. K Enter, along with Solaire as a co-investor, plans to provide reasonable amount of funding for the content production and this will increase both the number of production and the associated revenue from the content production business. For music related merchandising, K Enter management stated that diversifying client base for Play beyond BTS/Korea/Japan will be much more feasible after going public due to enhanced credibility and reputation as a public entity subsidiary and this should allow Play to tap into other foreign stars and K drama/movie stars. K Enter stated that Play Company is actively seeking contracts with other K-pop management companies such as SM Entertainment, possibly obtaining a bulk contract allowing Play to manufacture merchandising for every artist belonging to SM Entertainment. If this were to happen, K Enter stated that it will be an excellent step towards reducing over-reliance on a particular group such as BTS.

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K Enter’s detailed business plan, mainly focused on content production and music related merchandising sales.

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How the reliance on BTS for merchandizing can be lessened and what it plans to do in case K Enter via Play Company Co., Ltd does not get the exclusive right to sell merchandizing belong to BTS

	●	Of the four movie and drama studios, how did COVID-19 affect these studios during 2020-2022, and how does it plan to produce more content starting in 2023 and whether any of them have a stable contract with world-leading content platforms such as Netflix and Disney in the light of the fact that Netflix announced on May 12, 2023, that it will invest $2.5 billion into Korean content production.

		K Enter management responded as follows: During 2020-2022 when Korea was under the influence of Covid-19, most movie studios suffered and even in 2023, the number of movie goers in South Korea was only 50% of pre-covid numbers. But in 2024, the South Korean movie industry is expected to recover to pre-covid levels.

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	●	How much money (investment) is typically required per average K drama series or movie, how the revenue is recognized and how early in the production the investment needs to be made.

		K Enter management responded as follows: The “average” number varies, but it is widely understood among the K content producers that the average cost of producing K drama/movie has increased substantially, and often exceeding $5 million~$10 million. In order to secure revenue from this content, one must invest at the “script” stage, meaning one has to provide certain “commitment” early before production starts and provide the committed capital when called for. For this reason, K Enter stated it is vital that it goes public as soon as possible.

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Current problems with Korean content production and why there seems to be less money left for the studios in Korea even after they produce world-class content.

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K Enter’s plan to bring a “paradigm shift” into Korean content production by making a larger capital investment in K content, which typically does not allow any carried or loyalty income, rather than relying solely on outside investors. K Enter plans include funding at least 20-30% of production costs to improve its bottom line significantly once they produce a world-class content.

	●	How going public in the U.S. and potential cooperation with U.S.-based tech companies for virtual technology and other AI-related technology will bring a mutual benefit to both the U.S. tech partners and K Enter’s movie and drama studios.

		K Enter responded as follows: That the future of content business, whether drama or movie, largely depends on the “technology” side of the business. That is, increasingly, contents that utilizes “virtual” technology tend to reduce both the production cost and time, some say by as much as 30%. One of the biggest K drama hits of 2023 was a drama called “Moving”. It extensively utilized virtual studio technologies and became a global hit. K Enter will actively seek strategic relationship agreements with U.S. based virtual and AI studies for the purpose of cutting both the production time and costs. This will undoubtedly bring mutual benefit to all parties involved.

	●	How Solaire Partners LLC, as a content-focused venture capital fund, can source great deal flow for K Enter and together produce world-class content and, once that is achieved, how K Enter’s merchandizing business will be able to utilize the opportunity to generate additional merchandising revenue for these new stars.

		K Enter management responded with its opinion that Solaire is already considered one of the best content investors in Korea as it has already invested in over 200 movies and dramas and that Solaire’s network and access to content deal-flow is second to none in Korea. Without this unique access to the best of Korean content focused deal-flow, it is rather difficult to invest in Korea’ best content. Solaire made it clear that they do not plan to sell their existing rights to K Enter but rather engage in “co-investment” with K Enter so K Enter can instantly access some of the best content deal-flows in Korea that took Solaire years to develop. This will reduce the opportunity cost for K Enter and allow K Enter to instantly become a mainstream investor in Korean content production.

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Although the term sheet executed by the parties provided for the $610 million valuation proposed by Global Star, K Enter argued that the valuation should be closer to US $1 billion, reflecting its current and future plans and expected organic growth and acquisition opportunities for this new platform. The Global Star team rejected the revision to the valuation in light of the uncertainties about whether these growth objectives could be achieved, in particular the growth plan based on add-on acquisitions. K Enter noted that earlier that year in January of 2023, a competing company “Kakao Entertainment Co. Ltd” announced a capital raise of 1.2 trillion won (about $970 million at that time) based on their 2022 revenue of approximately $1.5 billion with negative EBITDA of approximately $12 million. The two investors who invested the 1.2 trillion won together took about 10% of Kakao Entertainment Co., Ltd. This investment reflected approximately 5x revenue multiple while K Enter’s asking valuation which was about 4x of its 2022 revenue of the Seven Korean Entities.

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Why K content producing studios have limited IP rights. K Enter explained that when investors provide close to 100% of production cost, the Korean studios that actually produce content do not get to keep much of IP rights. The “Squid Game”, the biggest Netflix hit ever, generates significant merchandising revenues three years after the show ended, but it is Netflix that gets to enjoy the IP rights on all Squid Game related costumes, not the Korean studio that produced the world record hit. K Enter explained that only “good capital” and “timely investment” will bring more IP rights to the actual studios that produce these world class content.

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K Enter management responded as follows: In order to bring a positive “paradigm shift” to K content production, and music merchandizing sales, K Enter management passionately stated it is vital for it to list on the best stock market in the world. It needs to raise good capital, form partnership with world class technology companies in the space of virtual and AI technology which in turn will reduce both the production cost and time, gain exposure to global audience, and the best way to go about doing this was to merge with a US SPAC quickly. Global Star agreed this is very good strategy indeed. Also, the parties discussed that there is no diversified entertainment company listed in the U.S. with focus on Korean entertainment.

Between May 2-5, 2023, the Global Star management team (CEO and COO) also visited Seoul to meet with K Enter executives and conduct in-depth due diligence. During this visit, Global Star executives Anthony Ang and Nicholas Khoo met with Xeno Investment Asia, an unaffiliated investor, regarding a possible investment in K Enter. During the visit, both the CEO and COO met with key members of K Enter and the CEOs of its planned subsidiaries. They also conducted on-site inspections and held in-person Q&A sessions during the three-day business trip. Xeno Investment Asia and its affiliate JVC Inc. ultimately invested $5 million in Series A Preferred Stock issued by K Enter.

K Wave Media (KWM) 424B3Prospectus supplement