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.
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.
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. |
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 |
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.
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 |
|
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).
