About K Enter Holdings Inc.
K Enter Holdings Inc. is a recently formed holding company for the purpose of acquiring seven diversified entertainment operating companies based in Korea,
engaged in the entertainment content and IP creation businesses (the Seven Korean Entities). K Enter has an internal K drama production team, and the Seven Korean Entities to be acquired by K Enter include Solaire Partners Ltd.
(Solaire Partners), a Korean content-specialized private equity firm based in Seoul Korea that has invested in some of the highest-grossing films out of Korea, one K drama production company, three K movie production companies, one
virtual production company, and one IP merchandising company. As a combined platform, we expect these companies to provide a significant amount of synergy.
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 the Company, K
Enter, or any of the Seven 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 the Company nor K Enter has independently verified the data obtained from these sources and
cannot assure you of the datas 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 the Company, K Enter or the Proposed Business Combination. Viewers of this press release should each make their own evaluation of the Company 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 Enters ability to accelerate the development of its products and bring them to market, the anticipated timing for completion of the Proposed Business Combination, and the Companys and K
Enters expectations, plans or forecasts of future events and views as of the date of this press release. The Company and K Enter anticipate that subsequent events and developments will cause the Companys and K Enters 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 the Company or K Enter.
In addition, this press release includes a summary set of risk factors that may have a material impact on the Company, K Enter or the Proposed Business
Combination, which are not intended to capture all the risks to which the Company, 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 the Companys 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 the Company 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 the Companys stockholders; (6) the inability to obtain or maintain the listing of the Companys common stock on
Nasdaq following the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaqs 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 Enters business relationships, operating results, and business generally; (8) risks that the Proposed Business Combination disrupts
current plans and operations of K Enter or the Seven 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 the Company or K Enter or the Seven Korean Entities may be adversely affected by other
economic or business factors; (11) changes in the markets in which K Enter and the Seven 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