v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Investment in NW Webcomic Adaptation Fund, L.P.
On July 14, 2026, subsequent to the balance sheet date, the Company entered into an Agreement of Limited Partnership as a 40% limited partner in NW Webcomic Adaptation Fund, L.P. (the “Fund”), an investment fund formed to invest in the adaptation of NAVER Corporation’s webcomic intellectual property into audiovisual and other media formats. The Fund has total committed capital of $100.0 million, of which the Company has committed $40.0 million. N Investment Co., Ltd. (“N Investment”), a wholly-owned subsidiary of NAVER Corporation and a related party, has committed the remaining $60.0 million as the 60% limited partner.
NW Webcomic Adaptation Management, LLC, a wholly-owned subsidiary of the Company, serves as the general partner of the Fund. Under the Agreement of Limited Partnership, N Investment’s approval is required for all Fund investment decisions. Because N Investment holds substantive participating rights over all significant activities, the general partner does not have a controlling financial interest and does not consolidate the Fund. The Company accounts for its 40% limited partner interest as an equity method investment under ASC Topic 323. As of the date of this filing, the Company has funded $10 million of its $40.0 million commitment.
Acquisition of an Interest in RI Games Holdings Inc.
On August 6, 2026, subsequent to the balance sheet date, the Company entered into a Share Purchase Agreement (the "RI Games Purchase Agreement") with Redice & Company, Inc. (the "Seller"), a joint-stock company established under the laws of the Republic of Korea, pursuant to which the Company agreed to acquire up to 9,000 shares of common stock of RI Games Holdings Inc. ("RI Games Holdings"), a joint-stock company established under the laws of the Republic of Korea. RI Games Holdings is a game developer focused on developing games based on webcomic intellectual property. The purchase price is KRW 16,666,667 per share, and the aggregate consideration payable by the Company is KRW 150,000,003,000 (approximately $100 million, based on the 60-day average of Hana Bank’s end-of-day rate through August 6, 2026).

The acquisition will be consummated in two closings, each subject to the satisfaction or waiver of respective closing conditions. At the first closing, the Company will acquire 2,999 shares for aggregate consideration of KRW
49,983,334,333 (approximately $33.2 million), representing approximately 20% of the outstanding common stock of RI Games Holdings. Following the first closing, and subject to the satisfaction or waiver of additional conditions, including the achievement of a specified commercial launch milestone with respect to a game under development by a subsidiary of RI Games Holdings, the Company will acquire the remaining 6,001 shares for aggregate consideration of KRW 100,016,668,667 (approximately $66.5 million). Upon completion of both closings, the Company will hold approximately 60% of the outstanding common stock of RI Games Holdings, and the Company expects to consolidate the financial results of RI Games Holdings and its subsidiaries following the second closing.
In connection with the RI Games Purchase Agreement, the Company entered into a Shareholders Agreement with the Seller, RI Games Holdings and Tail Han, a founder of RI Games Holdings (the “RI Games Shareholders Agreement” and, together with the RI Games Purchase Agreement, the “RI Games Holdings Agreements”), which becomes effective upon the first closing. If the second closing has not occurred by a specified outside date for reasons not attributable to the Seller, the RI Games Shareholders Agreement will terminate automatically and substantially all of the obligations described below will lapse, except for rights and liabilities that have accrued prior to the termination and certain provisions that survive in accordance with their terms.
Under the RI Games Shareholders Agreement, from and after the second closing until June 30, 2030, the Seller may require RI Games Holdings to conduct up to four capital increases pursuant to which the Company would be obligated to subscribe for newly issued shares of RI Games Holdings for an aggregate subscription amount of up to KRW 50 billion (approximately $33.2 million) through third-party allotments. The parties may agree to permit a portion of that amount to be drawn and funded between the first closing and the second closing. In addition, if aggregate revenue of RI Games Holdings and its subsidiaries for fiscal years 2027 through 2030 equals or exceeds a specified target, the Seller may require RI Games Holdings to conduct a further capital increase in which the Company would be obligated to subscribe for newly issued shares for an amount determined in accordance with the RI Games Shareholders Agreement, subject to a specified maximum.
The RI Games Shareholders Agreement further provides that if aggregate revenue of RI Games Holdings and its subsidiaries derived from their business equals or exceeds KRW 250 billion during the period commencing on the earlier of January 1, 2027 and the date a game under development by a subsidiary of RI Games Holdings becomes available to the general public, and ending June 30, 2030 (the “Measurement Period”), the Seller may require the Company to purchase all, but not less than all, of the Seller's remaining 6,000 shares of RI Games Holdings common stock for aggregate consideration of not less than KRW 100,000,002,000 (approximately $66.5 million), payable in a combination of cash and shares of the Company's common stock, of which not less than KRW 50 billion (approximately $33.2 million) is payable in cash, subject to the terms and limitations of the RI Games Shareholders Agreement. The aggregate number of shares of the Company's common stock issuable under the RI Games Shareholders Agreement may not exceed 19.9% of the shares of the Company's common stock issued and outstanding immediately prior to the date of the RI Games Shareholders Agreement unless a greater issuance is approved by the Company's stockholders. If that revenue threshold is not achieved by the end of the applicable Measurement Period, the Company may, during a specified put exercise period, require the Seller to purchase the 6,001 shares acquired by the Company at the second closing, at a price based on the second closing purchase price and subject to adjustments.

As of the date of this filing, neither the first nor the second closing has occurred. The Company is evaluating the accounting for the RI Games Holdings Agreements, including the classification and measurement of its interest in RI Games Holdings following the first closing, the accounting for the acquisition of a controlling financial interest upon the second closing, and the classification and measurement of the contingent purchase and sale rights and the capital subscription obligations described above. Accordingly, other than the consideration payable under the RI Games Purchase Agreement and the capital commitments described above, an estimate of the financial effect of the transaction on the Company's results of operations cannot be made at this time.