K Wave Media (KWM) subsidiary to buy 4.77M shares from key founders

Rhea-AI Filing Summary

K Wave Media Ltd. reported that its wholly owned subsidiary, K Enter Holdings Inc., agreed to purchase 4,767,494 ordinary shares from key shareholders for a total of $2,002,347.48, or $0.42 per share, under Share Purchase Agreements dated between December 19 and December 23, 2025.

K Enter paid 10% of the purchase price, or $200,234.75, at signing, with the remaining 90%, or $1,802,112.73, due on June 30, 2026. This replaces an earlier plan for those shareholders to contribute and lend shares to the company’s treasury.

Insights

Equity structure analyst

K Wave restructures founder holdings via subsidiary share purchase.

K Wave Media shifted from a planned contribution-and-loan of shares by key shareholders to a direct purchase of 4,767,494 ordinary shares through its subsidiary K Enter for $2,002,347.48 at $0.42 per share.

The filing notes that this structure was adopted to avoid unanticipated negative tax implications tied to the earlier Contribution Agreement. Economically, the transaction resembles a targeted buyback from co-founders and other key holders, concentrating ownership within the corporate group.

The cash outlay is staggered, with $200,234.75 already paid and $1,802,112.73 scheduled for June 30, 2026. The overall impact depends on K Wave’s balance sheet and how these acquired shares are held or used, which is not detailed in the excerpt.

Key Figures

Shares purchased: 4,767,494 shares Total purchase price: $2,002,347.48 Price per share: $0.42 per share +3 more

6 metrics

Shares purchased 4,767,494 shares Ordinary shares bought from Key Shareholders by K Enter

Total purchase price $2,002,347.48 Aggregate consideration for 4,767,494 ordinary shares

Price per share $0.42 per share Implied purchase price per ordinary share

Upfront payment $200,234.75 10% of purchase price paid at execution of Purchase Agreements

Deferred payment $1,802,112.73 90% of purchase price due June 30, 2026

Original contribution plan 6.24M + 1.55M shares Shares to be contributed and lent to treasury under prior plan

Key Terms

Contribution Agreement, Purchase Agreements, treasury, wholly owned subsidiary, +1 more

5 terms

Contribution Agreement financial

"had signed a formal agreement (the “Contribution Agreement”) pursuant to which the Key Shareholders agreed to contribute an aggregate of 6.24 million"

Purchase Agreements financial

"the Company entered into Share Purchase Agreements, dated between December 19, 2025 and December 23, 2025, with the Key Shareholders (collectively, the “Purchase Agreements”)"

treasury financial

"agreed to contribute an aggregate of 6.24 million of the Company’s ordinary shares ... to the Company’s treasury and lend (at no charge) an additional 1.55 million"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

wholly owned subsidiary financial

"K Enter Holdings Inc., the Company’s wholly owned subsidiary (“K Enter”), agreed to purchase from the Key Shareholders"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

ordinary shares financial

"agreed to purchase from the Key Shareholders an aggregate of 4,767,494 Ordinary Shares (collectively, the “Purchased Shares”)"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 ☐

K Wave Purchases Ordinary Shares from Key Shareholders

On October 16, 2025, K Wave Media Ltd. (the “Company”) issued a press release announcing that certain of its key shareholders, including co-founders of the Company (collectively, the “Key Shareholders”), had signed a formal agreement (the “Contribution Agreement”) pursuant to which the Key Shareholders agreed to contribute an aggregate of 6.24 million of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), to the Company’s treasury and lend (at no charge) an additional 1.55 million Ordinary Shares to be held in the Company’s treasury.

In order to avoid certain unanticipated negative tax implications of the transactions contemplated by the Contribution Agreement, the Company entered into Share Purchase Agreements, dated between December 19, 2025 and December 23, 2025, with the Key Shareholders (collectively, the “Purchase Agreements”), pursuant to which, in lieu the Key Shareholders’ contributing 6.24 million Ordinary Shares to the Company’s treasury and lending 1.55 million Ordinary Shares to be held in the Company’s treasury pursuant to the terms and conditions of the Contribution Agreement, K Enter Holdings Inc., the Company’s wholly owned subsidiary (“K Enter”), agreed to purchase from the Key Shareholders an aggregate of 4,767,494 Ordinary Shares (collectively, the “Purchased Shares”) for an aggregate purchase price (the “Purchase Price”) of $2,002,347.48 (or, $0.42 per Ordinary Share). Pursuant to the Purchase Agreements, (i) the Purchased Shares were purchased by K Enter on the dates of the Purchase Agreements, (ii) 10% of the Purchase Price (or, $200,234.75) was paid by K Enter to the Key Shareholders upon execution of the Purchase Agreements, and (iii) the remaining 90% of the Purchase Price (or, $1,802,112.73) will be paid to the Key Shareholders on June 30, 2026.

1

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: April 22, 2026	By:	/s/ Ted Kim
	Name:	Ted Kim
	Title:	Chief Executive Officer

2

FAQ

What share transaction did K Wave Media (KWM) disclose in this 6-K?

K Wave Media disclosed that its subsidiary, K Enter Holdings Inc., agreed to purchase 4,767,494 ordinary shares from key shareholders for a total of $2,002,347.48, effectively consolidating these shares under corporate control instead of receiving them as contributed or loaned treasury shares.

What price per share is K Wave Media (KWM) paying its key shareholders?

K Enter Holdings Inc. is paying key shareholders $0.42 per ordinary share. This price is derived from the total purchase price of $2,002,347.48 divided by 4,767,494 ordinary shares, as specified in the Share Purchase Agreements executed in December 2025.

How is the purchase price to K Wave Media’s key shareholders structured?

The total purchase price of $2,002,347.48 is split into two tranches: K Enter already paid 10%, or $200,234.75, upon signing the Share Purchase Agreements, while the remaining 90%, or $1,802,112.73, is scheduled for payment on June 30, 2026.

Why did K Wave Media (KWM) change from a Contribution Agreement to Purchase Agreements?

K Wave Media shifted from the original Contribution Agreement to Share Purchase Agreements to avoid certain unanticipated negative tax implications. Instead of contributing and lending shares to treasury, key shareholders now sell 4,767,494 ordinary shares directly to K Enter, the company’s wholly owned subsidiary.

Who are the selling shareholders in K Wave Media’s (KWM) share purchase?

The selling shareholders are described as certain key shareholders, including co-founders of K Wave Media, collectively referred to as the Key Shareholders. They agreed to sell 4,767,494 ordinary shares to K Enter under Share Purchase Agreements dated in December 2025.

What earlier arrangement did this K Wave Media (KWM) transaction replace?

This transaction replaces an earlier plan under a Contribution Agreement in which Key Shareholders would contribute 6.24 million ordinary shares to treasury and lend 1.55 million more. Instead, K Enter now purchases 4,767,494 shares directly to address tax-related concerns.