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 ☐
Nasdaq Market Value of Publicly Held Shares
Deficiency Letter
On June 16, 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 May 4, 2026 to June 15, 2026, the Company’s Ordinary Shares did not meet the minimum $15,000,000 Market Value
of Publicly Held Shares (“MVPHS”) requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rules 5450(b)(2&3)(C)
(the “MVPHS Requirement”).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(D),
the Company has a compliance period of 180 calendar days, or until December 14, 2026 (the “Compliance Period”), to regain
compliance with the MVPHS Requirement. If at any time during the Compliance Period, the Company’s MVPHS closes at $15 million or
more 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 MVPHS Requirement 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 MVPHS Requirement and intends to submit to Nasdaq a comprehensive plan
to regain compliance in June 2026. Although the Company will use all reasonable efforts to achieve compliance with the MVPHS Requirement,
there can be no assurance that the Company will be able to regain compliance with the MVPHS Requirement or will otherwise be in compliance
with other Nasdaq continued listing requirements.
Attached as Exhibit 99.1
to this Report on Form 6-K is a copy of the press release of the Company, dated June 18, 2026, relating to the Company’s receipt
of the Nasdaq deficiency letter.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release on Receipt of Nasdaq Deficiency Letter, dated June 18, 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 18, 2026 |
By: |
/s/ Ted Kim |
| |
Name: |
Ted Kim |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
K Wave Media Receives Nasdaq MVPHS Deficiency Notice
NEW YORK and SEOUL, South Korea – June 18, 2026 – K Wave Media (the “Company”) announced today that it received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), dated June 16, 2026, notifying the Company that it is not in compliance with the minimum $15,000,000 Market Value of Publicly Held Shares (“MVPHS”) requirement set forth in Nasdaq Listing Rules for continued listing on The Nasdaq Global Market.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has a 180-calendar-day compliance period. If during this period, the Company’s MVPHS closes at or above $15 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 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
Evan Sneider: esneider@redroosterpr.com
