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 June 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 Media Announces Planned Retirement of
9,827,057 Ordinary Shares
As previously announced, on March 31, 2023, K
Enter Holdings Inc. (“K Enter”), a wholly owned subsidiary of K Wave Media Ltd., a Cayman Islands exempted company (the “Company”),
entered into that certain Equity Purchase Agreement (the “Solaire Purchase Agreement”), by and among K Enter and Pyeungho
Choi, Youngjae Lee, Hyojeong Song, CY Holdings Co., Ltd., Soogyeong Park, Nayoung Hyun, Myeonghyeon Lee and Minsoo Kim (collectively,
the “Solaire Sellers”), pursuant to which the Company purchased from the Solaire Sellers an aggregate of 95% of the equity
interests (collectively, the “Solaire Equity”) in Solaire Partners LLC (“Solaire”). In consideration of the Solaire
Equity, the Company issued to the Solaire Sellers an aggregate of 9,827,057 of the Company’s Ordinary Shares, par value $0.0001
per share (“Ordinary Shares”). Mr. Pyeungho Choi currently serves as Chairman of the Company’s Board of Directors.
Additionally, as previously announced, on May
29, 2026, the Company entered into a Rescission and Termination Agreement (the “Rescission Agreement”), by and among the Company
and Pyeungho Choi, Youngjae Lee, CY Holdings Co., Ltd., Soogyeong Park, Myeonghyeon Lee and Minsoo Kim (collectively, the “Rescission
Sellers”), pursuant to which, among other things, the Company and the Rescission Sellers agreed to terminate and rescind the Solaire
Purchase Agreement, the Company agreed to transfer the Solaire Equity to the Rescission Sellers within 60 days of the execution of the
Rescission Agreement, and the Rescission Sellers agreed to transfer 9,827,057 Ordinary Shares (collectively, the “Returned Shares”)
to the Company within 60 days of the execution of the Rescission Agreement.
On June 9, 2026, the Company issued a press release
announcing that, upon receipt of the Returned Shares, the Company intends to retire and cancel the Returned Shares. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
Forward-Looking Statements
This Form 6-K Report includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including
those set forth in any subsequent filings with the U.S. Securities and Exchange Commission (the “SEC”). Copies
of the Company’s filings with the SEC are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any
obligations or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the
Company’s expectations or any change in events, conditions or circumstances on which any statement is based.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated June 9, 2026 |
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: June 9, 2026 |
By: |
/s/ Ted Kim |
| |
Name: |
Ted Kim |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
K Wave Media Announces Planned Retirement of Approximately 9.8 Million Shares, Representing About 13% Reduction in Outstanding Shares
SEOUL, SOUTH KOREA and NEW YORK, NY – June 9, 2026 – K Wave Media Ltd. (“K Wave” or the “Company”), a Nasdaq-listed company focused on AI infrastructure and related technologies, today announced that its Board of Directors has approved the planned retirement and cancellation of approximately 9.8 million ordinary shares expected to be returned to the Company by the end of July 2026.
The planned share retirement is expected to reduce the Company’s currently outstanding ordinary shares by approximately 13% and is related to the rescission and termination agreement entered into on May 29, 2026 in connection with the previously announced KWM-Solaire transaction.
Upon completion of the share return, the Company intends to formally retire and cancel the shares in accordance with applicable law and corporate procedures.
Management believes the planned reduction in outstanding shares reflects the Company’s ongoing efforts to streamline its corporate structure as it advances its strategic transition toward AI infrastructure investments, including data centers, compute resources, and AI-related technologies.
The Company expects to provide additional updates regarding the share retirement process and related corporate developments as appropriate.
About K Wave Media Ltd.
KWM is a Nasdaq-listed company undergoing a strategic transformation toward investments in AI projects, including data centers, compute resources, and AI-related technologies. Subject to shareholder approval at the Company’s upcoming annual meeting, scheduled to occur on July 10, 2026, KWM intends to rebrand under a new name.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward looking.
These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of KWM’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of KWM. Some important risks that could cause actual results to differ materially from those in any forward-looking statements include changes in domestic and foreign business, market, financial, political, and legal conditions.
If any of these risks materialize or KWM’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that KWM does not presently know, or that KWM currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect KWM’s current expectations, plans, and forecasts of future events and views as of the date hereof.
Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.
You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of KWM described in KWM’s Annual Report on Form 20-F filed with the SEC on May 15, 2025, including those under the heading “Risk Factors” therein. KWM anticipates that subsequent events and developments may cause its assessments to change. However, while KWM may elect to update these forward-looking statements at some point in the future, KWM specifically disclaims any obligation to do so, except as required by law.
The forward-looking statements contained herein should not be relied upon as representing KWM’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Media Contact
Investor Relations: info@kwavemedia.com
Public Relations: info@redroosterpr.com
