0001829126-26-004042.txt : 20260428 0001829126-26-004042.hdr.sgml : 20260428 20260428160515 ACCESSION NUMBER: 0001829126-26-004042 CONFORMED SUBMISSION TYPE: 6-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20260428 FILED AS OF DATE: 20260428 DATE AS OF CHANGE: 20260428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K Wave Media Ltd. CENTRAL INDEX KEY: 0002000756 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42648 FILM NUMBER: 26907570 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 121 SOUTH CHURCH STREET CITY: GRAND CAYMAN PROVINCE COUNTRY: E9 BUSINESS PHONE: 904 665 3610 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 121 SOUTH CHURCH STREET CITY: GRAND CAYMAN PROVINCE COUNTRY: E9 6-K/A 1 kwavemedia_6ka.htm 6-K/A

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K/A

 

 

 

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 ☐

 

 

 

 

 

Explanatory Note

 

On April 9, 2026, K Wave Media Ltd. (the “Company”) filed a Form 6-K (the “Form 6-K”) announcing the execution of a Supply and Distribution Agreement (the “Supply and Distribution Agreement”), dated April 3, 2026, by and between Play Company Co., Ltd. (“Play”), a wholly owned subsidiary of the Company, and HYBE Co., Ltd., a South Korean based entertainment company focusing on music production, artist management and technology-driven fan platforms (“HYBE”).

 

It has been identified that certain descriptions in the Form 6-K may be susceptible to misinterpretation with respect to the actual terms of the Supply and Distribution Agreement. The Company is filing this Amendment No. 1 to the Form 6-K to (i) more accurately describe the Supply and Distribution Agreement, as set forth below, and (ii) to attach a more accurately translated (from Korean to English) copy of the Supply and Distribution Agreement, which is attached hereto as Exhibit 99.1.

 

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K Wave Media Enters into Supply and Distribution Agreement with HYBE Co., Ltd.

 

On April 3, 2026 (the “Effective Date”), Play, a wholly owned subsidiary of the Company, entered into the Supply and Distribution Agreement with HYBE, pursuant to which HYBE granted to Play a worldwide priority right to purchase and distribute video publications and printed materials produced by HYBE for distribution by Play and relating to certain concerts of musical groups BTS, Seventeen, Tomorrow X Together and LE SSERAFIM (collectively, the “Products”).

 

Pursuant to the Supply and Distribution Agreement, Play will purchase, distribute, and sell the Products at its own cost and risk through online and offline channels, including third-party distribution channels.

 

The term of the Supply and Distribution Agreement commenced on the Effective Date and will continue for one year, unless extended by mutual agreement of Play and HYBE. Either party may terminate the Supply and Distribution Agreement upon the other party’s insolvency or material breach of the Supply and Distribution Agreement which is not cured within ten business days of such material breach.

 

The Supply and Distribution Agreement contains customary indemnification obligations of the parties.

 

The foregoing description of the Supply and Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply and Distribution Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Form 6-K Report 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.

 

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EXHIBIT INDEX

 

Exhibit No.   Description
99.1*   Supply and Distribution Agreement, dated April 3, 2026, by and between Play Company Co., Ltd. and HYBE Co., Ltd.

 

 
* Certain portions of this exhibit (indicated with “[***]”) have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

 

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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 28, 2026 By: /s/ Ted Kim
  Name: Ted Kim
  Title: Chief Executive Officer

 

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EX-99.1 2 kwavemedia_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

SUPPLY AND DISTRIBUTION AGREEMENT
(English Translation)

 

This Supply and Distribution Agreement (the “Agreement”) is entered into as of April 3, 2026 (the “Effective Date”), by and between:

 

Play Company Co., Ltd., a company organized under the laws of the Republic of Korea (“Play”); and

 

HYBE Co., Ltd., a company organized under the laws of the Republic of Korea (“HYBE”).

 

Play and HYBE are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

 

1. PURPOSE

 

The purpose of this Agreement is to establish fair trade practices and define the terms governing the supply and distribution of products.

 

2. PRODUCTS

 

“Products” means video publications and printed materials produced by HYBE and distributed by Play, as specifically identified in Appendix 1 – Product Details.

 

3. GRANT OF RIGHTS

 

HYBE grants Play a priority right to purchase and distribute the Products worldwide during the Term.

 

4. DISTRIBUTION

 

Play shall purchase, distribute, and sell the Products at its own cost and risk through online and offline channels, including third-party distribution.

 

5. PURCHASE ORDERS

 

Orders shall be placed via written purchase orders and become binding upon HYBE’s acceptance.

 

 

 

 

6. DELIVERY AND RISK

 

Risk of loss remains with HYBE until delivery to Play. Delivery shall be completed upon inspection and acceptance.

 

7. INSPECTION

 

Play shall inspect Products within ten (10) days of delivery notice. HYBE shall remedy any defects at its own cost.

 

8. PAYMENT TERMS

 

HYBE shall invoice monthly, and Play shall pay all amounts due by the end of the month following receipt.

 

9. TITLE

 

Title to Products transfers to Play only upon full payment.

 

10. LIQUIDATED DAMAGES

 

HYBE shall pay liquidated damages equal to 0.1% per day of the delayed portion of the Product value.

 

11. MARKETING AND PROMOTION

 

Play may use HYBE-provided materials solely for promotion, subject to HYBE’s prior approval. All intellectual property remains with HYBE.

 

12. WARRANTY

 

HYBE warrants the Products for six (6) months following delivery and shall replace defective Products.

 

13. INTELLECTUAL PROPERTY

 

HYBE retains all intellectual property rights and indemnifies Play against third-party infringement claims.

 

14. TERM

 

The term of this Agreement shall be one (1) year from the Effective Date unless extended by mutual agreement.

 

15. CONFIDENTIALITY

 

Each Party shall maintain confidentiality of all non-public information. A penalty of KRW 100,000,000 applies for breach.

 

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16. TERMINATION

 

Either Party may terminate upon insolvency, material breach, or failure to cure within ten (10) business days.

 

17. POST-TERMINATION

 

Upon termination, inventory and payments shall be reconciled depending on the breaching Party.

 

18. DAMAGES

 

Each Party shall indemnify the other for losses arising from breach.

 

19. ASSIGNMENT

 

No assignment without prior written consent.

 

20. FORCE MAJEURE

 

Neither Party shall be liable for failure due to force majeure events.

 

21. GOVERNING LAW

 

This Agreement shall be governed by the laws of the Republic of Korea. The Seoul Central District Court shall have exclusive jurisdiction.

 

22. PRIOR BID TERMS

 

Terms from the winning bid proposal shall form part of this Agreement and prevail over inconsistent purchase order terms.

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

 

PLAY COMPANY CO., LTD.  
   
By: /s/ Hyung Seok Cho  
Name: Hyung Seok Chi  
Title: Chief Executive Officer  
   
HYBE CO., LTD.  
   
By: /s/ Jae Sang Lee  
Name: Jae Sang Lee  
Title: Chief Executive Officer  

 

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Appendix 1 – Product Details (English Translation) [Redacted]

 

Release Date   Artist   Product Name
(Working Title)
  Type   Initial
Quantity
  Supply
Ratio
  Distribution
Territory
[***]   SEVENTEEN   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   TOMORROW X TOGETHER   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   SEVENTEEN   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   LE SSERAFIM   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   SEVENTEEN   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   BTS   [***]   Concert Merchandise   [***]   [***]   Domestic and International

 

Notes:

 

Certain commercially sensitive information has been omitted and replaced with [***]. Omitted information is not material and would likely cause competitive harm if publicly disclosed.

 

The term “Concert Merchandise” as listed under the TYPE column in Appendix 1 does not refer to merchandise (MD) sold at concert venues. Rather, it refers to video publications related to concert performances and live recordings (e.g., concert films, live DVDs, and related printed materials).

 

A-1