K Enter Holdings Inc. (“K Enter”), a Delaware corporation with
contracts to acquire controlling equity interests in six
diversified entertainment operating companies based in Korea and
engaged in the entertainment content, IP creation, merchandising
and entertainment investment businesses, today announced K Enter’s
board of directors has unanimously appointed current director Tan
Chin Hwee as Executive Chairman and Interim CEO of K Enter. As K
Enter’s Executive Chairman, Mr. Tan is the highest-ranking
executive officer within K Enter and will assume oversight and
control over K Enter’s executive officers as well as K Enter’s
business operations and future business strategy. Mr. Tan’s term as
Executive Chairman and Interim CEO is for a period of six (6)
months, subject to a six (6) month extension, during which K Enter
will seek to engage a permanent CEO. The appointment of Tan Chin
Hwee as Executive Chairman and Interim CEO, follows Young Jae
(Dale) Lee’s voluntary resignation from his position as K Enter’s
CEO to focus on his position as Head of the Investment Division of
Solaire Partners LLC. There were no disagreements that led to Mr.
Lee’s resignation and Mr. Lee will continue to be a director of K
Enter.
Tan Chin Hwee is a distinguished investor and
businessman with extensive experience in both the private sector
and public service. Mr. Tan currently serves as the Chairman of
Singapore Trade Data Exchange Services Pte Ltd (SGTraDex) and the
Chairman of the Energy Supply Resilience Advisory Panel,
established by the Energy Market Authority (EMA) of Singapore,
where he is enlisted to guide the development of strategies for
enhancing the reliability of the nation’s fuel supply and energy
system. Previously, Mr. Tan was the Asia-Pacific CEO of Trafigura,
one of the largest global trading firms for energy and commodities
in Southeast Asia and a global fortune 20 company. In prior
leadership roles, Mr. Tan established Apollo Global Management’s
Singapore office to develop its Asia Business. Mr. Tan also ran
Amaranth Advisors as the Managing Director and held senior
executive positions in DBS Bank. Mr. Tan graduated from NTU in 1995
and obtained an MBA from Yale University in 2003. He is a Chartered
Financial Analyst and Certified Public Accountant in Singapore and
Australia.
The Proposed Business
Combination
K Enter, Global Star Acquisition Inc., a
Delaware corporation (NASDAQ: GLST; GLSTU; GLSTW, "Global Star"), K
Wave Media Ltd., a Cayman Islands exempted company and wholly-owned
subsidiary of Global Star (“K Wave”) and GLST Merger Sub Inc., a
Delaware corporation and wholly-owned subsidiary of Global Star
(the “Merger Sub”), entered into a definitive Merger Agreement (the
“Merger Agreement”). The Merger Agreement is dated as of June 15,
2023, as supplemented by a Joinder Agreement, dated July 13, 2023,
whereby K Wave and Merger Sub became parties to the Merger
Agreement and the Merger Agreement was amended by the parties
thereto on March 11, 2024. Pursuant to the Merger Agreement, as
amended, among other things, (i) Global Star will merge with and
into K Wave, with K Wave continuing as the surviving corporation
(the “Reincorporation Merger”) and (ii) Merger Sub will merge with
and into K Enter, with K Enter surviving the merger as a
wholly-owned subsidiary of K Wave (the “Acquisition Merger”). The
Reincorporation Merger, the Acquisition Merger and the other
transactions contemplated by the Merger Agreement, together, are
referred to herein as the “Proposed Business Combination”. The
Proposed Business Combination will result in K Enter becoming a
public company which is expected to trade on The Nasdaq Stock
Market (“Nasdaq”). The Proposed Business Combination is expected to
close in the third quarter of 2024, subject to regulatory and
shareholder approvals, and the satisfaction or waiver of other
closing conditions set forth in the Merger Agreement.
About Global Star Acquisition
Inc.
Global Star Acquisition Inc. is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Global
Star prioritized the Nordic region and Asia Pacific, especially
Southeast Asia as its geographical focus. Global Star is led by
Anthony Ang, Global Star’s Chairman and Chief Executive Officer,
Nicholas Khoo, Global Star’s Chief Operating Officer, and Shan Cui,
Global Star‘s Chief Financial Officer.
About K Enter Holdings Inc.
K Enter Holdings Inc. is a Delaware corporation
with contracts to acquire controlling equity interests in six
diversified entertainment operating companies based in Korea,
engaged in the entertainment content, IP creation, merchandising
and entertainment investment businesses (the “Six Korean
Entities”). K Enter has an internal K drama production team. The
Six Korean Entities to be acquired by K Enter include Play Company
Co., Ltd, a Korean IP merchandising company, and Solaire Partners
Ltd., a Korean IP content-specialized private equity firm, one K
drama production company, and three K movie production
companies.
Cautionary Statements Regarding
Forward-Looking Statements
This press release is provided for informational
purposes only and has been prepared to assist interested parties in
making their own evaluation with respect to the Proposed Business
Combination and for no other purpose. No representations or
warranties, express or implied are given in, or in respect of, this
press release. To the fullest extent permitted by law under no
circumstances will Global Star, K Enter, or any of the Six Korean
Entities, interest holders, affiliates, representatives, partners,
directors, officers, employees, advisors or agents be responsible
or liable for any direct, indirect or consequential loss or loss of
profit arising from the use of this press release, its contents,
its omissions, reliance on the information contained within it, or
on opinions communicated in relation thereto or otherwise arising
in connection therewith. Industry and market data used in this
press release have been obtained from third-party industry
publications and sources as well as from research reports prepared
for other purposes. Neither Global Star nor K Enter has
independently verified the data obtained from these sources and
cannot assure you of the data’s accuracy or completeness. This data
is subject to change. In addition, this press release does not
purport to be all-inclusive or to contain all the information that
may be required to make a full analysis of Global Star, K Enter or
the Proposed Business Combination. Viewers of this press release
should each make their own evaluation of Global Star and K Enter
and of the relevance and adequacy of the information and should
make such other investigations as they deem necessary. This press
release contains certain “forward-looking statements” within the
meaning of the federal securities laws, including statements
regarding the benefits of the Proposed Business Combination,
including K Enter’s ability to accelerate the development of its
products and bring them to market, the anticipated timing for
completion of the Proposed Business Combination, and Global Star’s
and K Enter’s expectations, plans or forecasts of future events and
views as of the date of this press release. Global Star and K Enter
anticipate that subsequent events and developments will cause
Global Star’s and K Enter’s assessments to change. These
forward-looking statements, which may include, without limitation,
words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will”, “could,”
“should,” “believes,” “predicts,” “potential,” “might,”
“continues,” “think,” “strategy,” “future,” and similar
expressions, involve significant risks and uncertainties (most of
which factors are outside of the control of Global Star or K
Enter).
In addition, this press release includes a
summary set of risk factors that may have a material impact on
Global Star, K Enter or the Proposed Business Combination, which
are not intended to capture all the risks to which Global Star, K
Enter or the Proposed Business Combination is subject or may be
subject. Factors that may cause such differences include but are
not limited to: (1) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement; (2) the risk that the Proposed Business Combination may
not be completed in a timely manner or at all, which may adversely
affect the price of the securities; (3) the risk that the Proposed
Business Combination may not be completed by Global Star’s business
combination deadline; (4) the inability to complete the Proposed
Business Combination, including but not limited to due to the
failure to obtain approval of the stockholders of Global Star or K
Enter for the Merger Agreement, to receive certain governmental,
regulatory and third party approvals or to satisfy other conditions
to closing in the Merger Agreement; (5) the failure to achieve the
minimum amount of cash available following any redemptions by
Global Star 's stockholders; (6) the inability to obtain or
maintain the listing of Global Star’s common stock on Nasdaq
following the Proposed Business Combination, including but not
limited to redemptions exceeding anticipated levels or the failure
to meet Nasdaq's initial listing standards in connection with the
consummation of the Proposed Business Combination; (7) the effect
of the announcement or pendency of the Proposed Business
Combination on K Enter’s business relationships, operating results,
and business generally; (8) risks that the Proposed Business
Combination disrupts current plans and operations of K Enter or the
Six Korean Entities; (9) the inability to realize the anticipated
benefits of the Proposed Business Combination and to realize
estimated pro forma results and underlying assumptions, including
but not limited to with respect to estimated stockholder
redemptions and costs related to the Proposed Business Combination;
(10) the possibility that Global Star or K Enter or the Six Korean
Entities may be adversely affected by other economic or business
factors; (11) changes in the markets in which K Enter and the Six
Korean Entities compete, including but not limited to with respect
to its competitive landscape, technology evolution, changes in
entertainment choices or regulatory changes; (12) changes in
domestic and global general economic conditions; (13) risk that K
Enter may not be able to execute its growth strategies; (14) the
risk that K Enter experiences difficulties in managing its growth
and expanding operations after the Proposed Business Combination;
(15) the risk that the parties will need to raise additional
capital to execute the business plan, which may not be available on
acceptable terms or at all; (16) the ability to recognize the
anticipated benefits of the Proposed Business Combination to
achieve its commercialization and development plans, and identify
and realize additional opportunities, which may be affected by,
among other things, competition, the ability of K Enter to grow and
manage growth economically and hire and retain key employees; (17)
risk that K Enter may not be able to develop and maintain effective
internal controls; (18) the risk that K Enter may fail to keep pace
with rapid technological developments or changes in entertainment
tastes to provide new and innovative products and services, or may
make substantial investments in unsuccessful new products and
services; (19) the ability to develop, license or acquire new
content, products and services; (20) the risk that K Enter is
unable to secure or protect its intellectual property; (21) the
risk of product liability or regulatory lawsuits or proceedings
relating to K Enter’s business; (22) the risk of cyber security or
foreign exchange losses; (23) changes in applicable laws or
regulations; (24) the outcome of any legal proceedings that may be
instituted against the parties related to the Merger Agreement or
the Proposed Business Combination; (25) the impact of the global
COVID-19 pandemic and response on any of the foregoing risks,
including but not limited to supply chain disruptions; (26) the
risk that K Enter fails to successfully and timely consummate its
acquisition of one or more of the Six Korean Entities`; and (27)
other risks and uncertainties to be identified in the Registration
Statement, including those under “Risk Factors” therein, and in
other filings with the U.S. Securities and Exchange Commission
(“SEC”) made by Global Star. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of Global Star’s Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, the Registration
Statement to be filed with the SEC with respect to the Proposed
Business Combination (as described further below), and other
documents filed by Global Star from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
The foregoing list of factors is not exhaustive, are provided for
illustrative purposes only, and are not intended to serve as, and
must not be relied on 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. Forward-looking statements speak only as
of the date they are made. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Global Star nor K Enter
presently know or that Global Star and K Enter currently believe
are immaterial that could also cause actual results to differ
materially from those contained in the forward-looking statements.
Global Star and K Enter anticipate that subsequent events and
developments will cause Global Star’s and K Enter’s assessments to
change. However, while Global Star and K Enter may elect to update
these forward-looking statements at some point in the future,
Global Star and K Enter specifically disclaim any obligation to do
so. Neither Global Star nor K Enter gives any assurance that Global
Star or K Enter, or the combined company, will achieve its
expectations. Accordingly, undue reliance should not be placed upon
the forward-looking statements, and they should not be relied upon
as representing Global Star’s and K Enter’s assessments as of any
date subsequent to the date of this press release.
Additional Information and Where to Find
It
This press release is provided for informational
purposes only and has been prepared to assist interested parties in
making their own evaluation with respect to the Proposed Business
Combination. However, this press release does not purport to be
all-inclusive or to contain all the information that may be
required to make a full analysis of Global Star, K Enter, or the
Proposed Business Combination.
In connection with the Proposed Business
Combination, Global Star and Purchaser has filed relevant materials
with the SEC, including a registration statement on Form F-4, which
will include a proxy statement/prospectus of Global Star (the
“Registration Statement”). Global Star urges its investors,
shareholders, and other interested persons to read, when available,
the proxy statement/prospectus filed with the SEC and documents
incorporated by reference therein because these documents will
contain important information about Global Star, K Enter and the
Proposed Business Combination. After the Registration Statement is
declared effective by the SEC, the definitive proxy
statement/prospectus and other relevant documents will be mailed to
the shareholders of Global Star as of the record date established
for voting on the Proposed Business Combination and will contain
important information about the Proposed Business Combination and
related matters. Shareholders of Global Star and other interested
persons are advised to read, when available, these materials
(including any amendments or supplements thereto) and any other
relevant documents in connection with Global Star’s solicitation of
proxies for the meeting of shareholders to be held to approve,
among other things, the Proposed Business Combination because they
will contain important information about Global Star, K Enter, and
the Proposed Business Combination. Shareholders will also be able
to obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other relevant materials
in connection with the transaction without charge, once available,
at the SEC’s website at www.sec.gov or by directing a request to:
Global Star Acquisition Inc., 1641 International Drive, Unit 208,
McLean, VA 22102 or (703) 790-0717. The information contained on,
or that may be accessed through, the websites referenced in this
press release is not incorporated by reference into, and is not a
part of, this press release.
Participants in
Solicitation
Global Star, K Enter, and their respective
directors and executive officers may be deemed participants in the
solicitation of proxies from Global Star’s shareholders in
connection with the Proposed Business Combination. Global Star’s
shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of Global Star in Global Star’s Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2024, which was filed
with the SEC on May 20, 2024. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies to Global Star’s shareholders in connection with the
Proposed Business Combination will be set forth in the proxy
statement/prospectus for the Proposed Business Combination, when
available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
Proposed Business Combination will be included in the proxy
statement/prospectus that Global Star intends to file with the SEC.
You may obtain free copies of these documents as described
above.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination
and shall not constitute an offer to sell or a solicitation of an
offer to buy any securities nor shall there be any sale of
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or exemptions therefrom.
Contact
K Enter Holdings, Inc.
Ted Kim
Director and Co-Founder, K-Enter Holdings
ted@globalfundpe.com
Investor Contact
MZ Group
Shannon Devine/Rory Rumore
+1 (203) 741-8811
GLST@mzgroup.us
Global Star Acquisition (NASDAQ:GLST)
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