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 January 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 ☐
Nasdaq Market Value of Listed Securities Deficiency
Letter
On January 22, 2026, K Wave Media Ltd. (the “Company”)
received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that,
for the period from November 25, 2025 to January 20, 2026, the Market Value of Listed Securities (“MVLS”) for the Company
was below the $50 million minimum MVLS requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS
Rule”).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(C),
the Company has a compliance period of 180 calendar days, or until July 21, 2026 (the “Compliance Period”), to regain compliance
with the MVLS Rule. If at any time during the Compliance Period, the MVLS for the Company is at least $50 million for a minimum of ten
consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and this matter will be closed.
In the event that the Company does not regain
compliance with the MLVS Rule during the Compliance Period, Nasdaq will provide written notification that the Company’s securities
will be subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s
determination. Alternatively, the Company may be eligible to transfer the listing of its securities to the Nasdaq Capital Market (the
“Capital Market”), provided that the Company then satisfies the requirements for continued listing on the Capital Market.
The Company is currently evaluating options to
regain compliance and intends to timely regain compliance with the MVLS Rule. Although the Company will use all reasonable efforts to
achieve compliance with the MVLS Rule, there can be no assurance that the Company will be able to regain compliance with the MVLS Rule
or will otherwise be in compliance with other Nasdaq continued listing requirement.
Attached as Exhibit 99.1 to this Report on Form
6-K is a copy of the press release of the Company, dated January 23, 2026.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release on Receipt of Nasdaq Deficiency Letter, dated January 23, 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: January
23, 2026 |
By: |
/s/
Ted Kim |
| |
Name: |
Ted
Kim |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
K
Wave Media Receives Nasdaq MVLS Deficiency Notice, Aims to Regain Compliance by June 2026
NEW
YORK and SEOUL, South Korea - January 23, 2026 - K
Wave Media (the “Company”) announced today that it received a written notification (the “Notice”) from the Nasdaq
Stock Market LLC (“Nasdaq”) dated January 22, 2025, notifying the Company that it is not in compliance with the minimum Market
Value of Listed Securities (“MVLS”) requirement set forth in Nasdaq Listing Rules for continued listing on The Nasdaq Global
Market.
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(C), the Company has a 180-calendar-day compliance period and during this period, the
Company’s MVLS closes at or above $50 million for at least 10 consecutive business days, Nasdaq will notify the Company of its
compliance, and the matter will be closed.
This
letter has no immediate effect on the listing or trading of the Company’s ordinary shares. The Company will consider available
options during this period to restore compliance with Nasdaq listing requirements. The Company remains committed to executing its long-term
business strategy and enhancing shareholder value.
About
K Wave Media
K
Wave Media (KWM) is a publicly listed entertainment and Bitcoin treasury company dedicated to creating, distributing, and monetizing
high-quality content across multiple platforms. Since going public in 2025, KWM has focused on strategic growth initiatives, including
acquisitions, digital platforms, and digital asset treasury management.
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 the Company’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 will differ from assumptions.
Many actual events and circumstances are beyond the control of the Company. Some important factors that could cause actual results to
differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial,
political and legal conditions.
If
any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that the Company does not presently know, or that the Company
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 the Company’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 the Company described in the Company’s
Form 20-F initially filed with the SEC on May 14, 2025, as amended, including those under “Risk Factors” therein. The Company
anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update
these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required
by law. These forward-looking statements should not be relied upon as representing the Company’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
Evan Sneider: esneider@redroosterpr.com
