K Wave Media (KWM) investors approve share consolidation, capital increase and name change

Rhea-AI Filing Summary

K Wave Media Ltd. held its 2026 annual general meeting on July 10, 2026, where shareholders approved all seven proposals. A total of 78,514,510 ordinary shares were entitled to vote, and 39,990,675 shares were present in person or by proxy, representing approximately 50.93% of voting power and constituting a quorum.

Shareholders appointed Yang Kan Chong, Jaekeun (Jason) Kim and Ted Kim as Class I directors for terms expiring at the third succeeding annual general meeting. They also approved a Share Consolidation and related changes to authorized shares and fractional share treatment, an Authorized Share Capital Increase, a company name change, and a Second Amended and Restated Memorandum and Articles of Association. In addition, shareholders approved rescission and termination of a March 31, 2023 Share Purchase Agreement and related authority to implement that termination, as well as an adjournment proposal, although the meeting was ultimately not adjourned.

Insights

Capital structure & governance analyst

Shareholders backed broad governance and capital-structure changes with very high support.

Most proposals, including the Share Consolidation and Authorized Share Capital Increase, received over 99% of votes cast in favor (for example, 39,922,485 for and 65,403 against the Share Consolidation). This indicates strong alignment between management and voting shareholders on capital structure flexibility.

Approval of a Second Amended and Restated Memorandum and Articles of Association, a name change, and rescission of the March 31, 2023 Share Purchase Agreement updates the company’s legal framework and unwinds a prior transaction path. Future disclosures will be needed to understand how the increased authorized capital and consolidation are used in practice.

Key Figures

Shares entitled to vote: 78,514,510 ordinary shares Shares present at meeting: 39,990,675 ordinary shares Quorum percentage: 50.93% +4 more

7 metrics

Shares entitled to vote 78,514,510 ordinary shares Securities entitled to vote at the 2026 annual general meeting

Shares present at meeting 39,990,675 ordinary shares Shares present in person or by proxy at the annual general meeting

Quorum percentage 50.93% Portion of shares entitled to vote that were present, constituting a quorum

Votes for Share Consolidation 39,922,485 Votes in favor of sub-proposal 2(a) Share Consolidation

Votes for Authorized Share Capital Increase 39,713,683 Votes in favor of Proposal 3 Authorized Share Capital Increase

Votes for Name Change 39,959,441 Votes in favor of Proposal 4 Name Change

Votes for SPA termination/rescission 39,946,341 Votes in favor of sub-proposal 6(a) SPA Termination/Rescission

Key Terms

Share Consolidation, Authorized Share Capital Increase, Second Amended and Restated Memorandum and Articles of Association, Share Purchase Agreement, +1 more

5 terms

Share Consolidation financial

"The Company’s shareholders approved each sub-proposal under Proposal 2, the Share Consolidation"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

Authorized Share Capital Increase financial

"the approval of the Authorized Share Capital Increase, by the number of votes set forth below"

Second Amended and Restated Memorandum and Articles of Association regulatory

"approval of the Second Amended and Restated Memorandum and Articles of Association of the Company"

Share Purchase Agreement financial

"rescission and termination of the Share Purchase Agreement, dated March 31, 2023, as amended"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Adjournment of the Annual Meeting regulatory

"Proposal 7, the approval of the Adjournment of the Annual Meeting"

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FAQ

What was approved at K Wave Media (KWM)’s 2026 annual general meeting?

Shareholders approved all seven proposals, including director appointments, a Share Consolidation, an Authorized Share Capital Increase, a name change, updated constitutional documents, rescission of a Share Purchase Agreement, and an adjournment proposal, although the meeting itself was not adjourned.

How many K Wave Media (KWM) shares were eligible to vote and what was the quorum?

There were 78,514,510 ordinary shares entitled to vote. At the meeting, 39,990,675 shares were present in person or by proxy, representing approximately 50.93% of shares entitled to vote, which constituted a quorum for conducting business.

Which directors were elected at K Wave Media (KWM)’s 2026 meeting and for how long?

Shareholders elected Yang Kan Chong, Jaekeun (Jason) Kim, and Ted Kim as Class I directors. Each was appointed for a term expiring at the third succeeding annual general meeting following the 2026 annual general meeting.

Did K Wave Media (KWM) shareholders approve the Share Consolidation and related items?

Yes. The Share Consolidation received 39,922,485 votes for and 65,403 against, with similar strong support for related sub-proposals on authorized shares, rounding up fractional shares, and director authorization to implement the consolidation.

What happened to K Wave Media (KWM)’s prior Share Purchase Agreement?

Shareholders approved rescission and termination of the Share Purchase Agreement dated March 31, 2023. Sub-proposals covering termination, a termination agreement, and authority to act all passed with over 39.94 million votes in favor and relatively few votes against.

Did K Wave Media (KWM) approve changes to its authorized share capital and governing documents?

Yes. Shareholders approved an Authorized Share Capital Increase with 39,713,683 votes for and 271,298 against, and adopted a Second Amended and Restated Memorandum and Articles of Association with 39,933,842 votes for and 51,343 against.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission file number: 001-42648

K WAVE MEDIA LTD.

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

(703) 790-0717

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Submission of Matters to a Vote of Security Holders.

On July 10, 2026, K Wave Media Ltd. (the “Company”) held its 2026 annual general meeting (the “Annual Meeting”) at 9:00 a.m., Eastern time.

The following seven proposals were submitted for a vote of the Company’s shareholders at the Annual Meeting:

1. to consider and approve a proposal, by ordinary resolution, of the appointment of the Company’s three Class I directors, Yang Kan Chong, Jaekeun (Jason) Kim and Ted Kim, for a term expiring at the third succeeding of annual general meeting of the Company following the Annual Meeting;

2. to consider and approve a proposal, as an ordinary resolution, that:

a. the authorized share capital of the company be amended by the consolidation of up to thirty (30) issued and unissued existing ordinary shares of the Company, US$0.0001 par value each, into one (1) ordinary share of no more than US$0.1 par value each (the “Consolidated Ordinary Shares”) (the “Range”), such that (i) every up to thirty (30) ordinary shares of a par value of US$0.0001 each be consolidated into one (1) ordinary share with a par value of not more than US$0.1 each (the “Share Consolidation”), with the timing of implementation and the final ratio to be set at a whole number within the Range to be determined by the board of directors of the Company in its sole discretion and such Share Consolidation to be further implemented and effected by the board of directors of the Company;

b. upon the Share Consolidation becoming determined and effective, the authorized share capital of the Company be amended accordingly;

c. all fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation to the next whole number, such that each shareholder of the Company will be entitled to receive one Consolidated Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation; and

d. any director of the Company be and is hereby authorized to do all such acts and things and execute all such documents, which are ancillary to or in connection with the Share Consolidation, on behalf of the Company, including under seal where applicable, as he/she considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation.

3. to consider and approve a proposal, as an ordinary resolution, that the Company’s authorized share capital be increased from US$100,000 divided into 990,000,000 ordinary shares of a par value of US$0.0001 each and 10,000,000 preference shares of a par value of US$0.0001 each, to US$109,000 divided into 990,000,000 ordinary shares of a par value of US$0.0001 each and 100,000,000 preference shares of a par value of US$0.0001 each by the creation of an additional 90,000,000 preference shares of a par value of US$0.0001 (the “Authorized Share Capital Increase”);

4. to consider and approve a proposal, as a special resolution, to change the Company’s name from “K Wave Media Ltd.” to such other name as may be determined by the board of directors of the Company (the “Name Change”);

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5. to consider and approve a proposal, as a special resolution, that, subject to the approval of the Share Consolidation, the Authorized Share Capital Increase and the Name Change, and entirely conditional upon the effectiveness of the Share Consolidation, the Authorized Share Capital Increase and the Name Change, the Second Amended and Restated Memorandum and Articles of Association of the Company reflecting the Share Consolidation and the Name Change, a copy of which is included as Exhibit 3.1 to the Form 6-K filed by the Company with the U. S. Securities and Exchange Commission on May 27, 2026, be adopted, in its entirety and in substitution for, and to the exclusion of, the existing Amended and Restated Memorandum and Articles of Association of the Company, with effect immediately prior to effectiveness of the Share Consolidation, the Authorized Share Capital Increase and the Name Change;

6. to consider and approve a proposal, as an ordinary resolution, that the Share Purchase Agreement, dated March 31, 2023, between Hyeonseok Cho and K Enter Holdings, Inc., as amended, be rescinded and terminated; and

7. to consider and approve, as an ordinary resolution, of the adjournment of the Annual Meeting to a later date or dates to be determined by the chairperson of the Annual Meeting, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies, or if the Company’s board of directors determines before the Annual Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

The total number of the Company’s securities entitled to vote at the Annual Meeting were 78,514,510 ordinary shares of the Company. Each shareholder of record as of the close of business on May 5, 2026, the record date of the Annual Meeting, was entitled to one vote per ordinary share on each matter properly brought before the Annual Meeting.

There were 39,990,675 ordinary shares present in person or by proxy at the Annual Meeting, which represented approximately 50.93% of the ordinary shares entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

The voting results of the Annual Meeting were as follows:

Proposal 1: Appointment of Directors

The Company’s shareholders appointed Yang Kan Chong, Jaekeun (Jason) Kim and Ted Kim as Class I directors of the Company, each for a term expiring at the third succeeding of annual general meeting of the Company following the Annual Meeting, by the number of votes set forth below.

Nominee		For		Abstained/Withheld
Yang Kan Chong		38,517,001		1,473,674
Jaekeun (Jason) Kim		38,519,368		1,471,307
Ted Kim		37,760,765		2,229,910

Proposal 2: Approval of Share Consolidation

The Company’s shareholders approved each sub-proposal under Proposal 2, the Share Consolidation, by the number of votes set forth below. 

Sub-Proposal		For		Against		Abstained/Withheld
2(a) Share Consolidation		39,922,485		65,403		2,787
2(b) Authorized Shares		39,924,381		63,473		2,821
2(c) Round-Up Fractional Shares		39,936,078		52,749		1,848
2(d) Director Authorization		39,927,563		57,604		5,508

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Proposal 3: Approval of Authorized Share Capital Increase

The Company’s shareholders approved Proposal 3, the approval of the Authorized Share Capital Increase, by the number of votes set forth below. 

For		Against		Abstained/Withheld
39,713,683		271,298		5,694

Proposal 4: Approval of Name Change

The Company’s shareholders approved Proposal 4, the approval of the Name Change, by the number of votes set forth below. 

For		Against		Abstained/Withheld
39,959,441		26,392		4,842

Proposal 5: Approval of Second Amended and Restated Memorandum and Articles of Association of the Company

The Company’s shareholders approved Proposal 5, the approval of the Second Amended and Restated Memorandum and Articles of Association of the Company, by the number of votes set forth below. 

For		Against		Abstained/Withheld
39,933,842		51,343		5,490

Proposal 6: Approval of Rescission and Termination of Share Purchase Agreement

The Company’s shareholders approved each sub-proposal under Proposal 6, the approval of the rescission and termination of the Share Purchase Agreement, dated March 31, 2023, as amended, by the number of votes set forth below.

Sub-Proposal		For		Against		Abstained/Withheld
6(a) SPA Termination/Rescission		39,946,341		42,208		2,126
6(b) Termination Agreement		39,944,956		29,435		16,284
6(c) Authority to Act		39,945,354		29,037		16,284

Proposal 7: Adjournment of the Meeting

The Company’s shareholders approved Proposal 7, the approval of the Adjournment of the Annual Meeting, by the number of votes set forth below. 

For		Against		Abstained/Withheld
37,771,532		2,119,502		99,641

The Annual Meeting was not adjourned.

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	K Wave Media Ltd.
Date: July 10, 2026	By:	/s/ Ted Kim
	Name:	Ted Kim
	Title:	Chief Executive Officer

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