WEBTOON Entertainment Inc. filed a Form 8-K on August 10, 2026, disclosing that it entered into a Share Purchase Agreement on August 6, 2026, to acquire up to 9,000 shares of RI Games Holdings Inc., a South Korea-based game developer, in two separate closings for aggregate consideration of KRW 150,000,003,000.

Key Highlights

  • Transaction size: The aggregate consideration payable by the company for up to 9,000 shares of RI Games Holdings is KRW 150,000,003,000, at a purchase price of KRW 16,666,667 per share.
  • Two-closing structure: The first closing covers 2,999 shares for KRW 49,983,334,333; the second closing covers the remaining 6,001 shares for KRW 100,016,668,667, subject to a specified commercial launch milestone.
  • Post-closing ownership: Upon completion of both closings, the company will own approximately 60% of the issued and outstanding shares of RI Games Holdings common stock.
  • Seller and target: The seller is Redice & Company, Inc., a Korean joint-stock company; RI Games Holdings is described as a South Korea-based game developer focused on games based on webcomic intellectual property.
  • Additional capital commitment: Under the Shareholders Agreement, the company may be obligated to subscribe for newly issued shares of RI Games Holdings for an aggregate subscription amount of up to KRW 50 billion through third-party allotments, exercisable by the seller until June 30, 2030.
  • Revenue-linked put/call: If aggregate revenue of RI Games Holdings equals or exceeds KRW 250 billion during the Measurement Period, the seller may require the company to purchase the seller's remaining 6,000 shares for no less than KRW 100,000,002,000, payable in a combination of cash and company common stock.
  • Financial consolidation: According to the filing, the company expects to consolidate the financial results of RI Games Holdings and its subsidiaries into its consolidated financial statements following the Second Closing.

WEBTOON Entertainment's Planned Acquisition of RI Games Holdings: Key Terms and Structure

According to the filing, WEBTOON Entertainment Inc. (Nasdaq Global Select Market: WBTN) entered into the Share Purchase Agreement with Redice & Company, Inc. on August 6, 2026. The target, RI Games Holdings Inc., is described in the filing as a South Korea-based game developer focused on developing games based on webcomic intellectual property. Each closing is set to take place on the seventh business day following satisfaction or waiver of the applicable closing conditions, or at such other date, time, or place as the parties may agree.

The filing describes that the second closing is conditioned on, among other things, the achievement of a specified commercial launch milestone with respect to a game under development by one of RI Games Holdings's subsidiaries, in addition to customary closing conditions such as accuracy of representations and warranties, material performance of covenants, and the absence of any law or governmental order prohibiting consummation. The Purchase Agreement may be terminated by mutual written agreement, if a closing has not occurred by a specified outside date, or upon an uncured material breach, subject to limitations and exceptions described in the filing.

The Shareholders Agreement, entered into alongside the Purchase Agreement, governs board composition, consent and information rights, transfer restrictions on equity securities, and non-competition and non-solicitation covenants applicable to the seller and the founder for a specified period following the Second Closing. The filing also notes that the aggregate number of shares of the company's common stock issuable under the Shareholders Agreement cannot exceed 19.9% of shares issued and outstanding immediately prior to the date of the Shareholders Agreement, unless the company's stockholders approve a greater issuance. If the revenue threshold is not achieved by the end of the Measurement Period, the company will have the right to require the seller to purchase 6,001 shares of RI Games Holdings held by the company, at a price based on the Second Closing purchase price, subject to certain adjustments.

What Was Disclosed

WEBTOON Entertainment disclosed the entry into a Share Purchase Agreement and Shareholders Agreement to acquire up to a 60% stake in RI Games Holdings for KRW 150,000,003,000 across two closings, with additional contingent capital and revenue-linked obligations described in the agreements.