The tender offer closed at 120,000 won. The buying did not stop there.

Min-jae was 41 and rode the green line into Gangnam every morning with his phone in his left hand. He held a small position in HYBE. Not enough to retire on. Enough to check.

On the morning of February 28, 2023, he checked it three times before his stop. The number that mattered to him was 120,000 won. That was the price HYBE had offered to pay for each share of SM Entertainment in its tender. A tender offer is a public invitation. The bidder says, here is my price, here is my deadline, bring me your shares. If enough shareholders bring them, the bidder wins control. If they do not, the bid dies.

By February 28, SM had been trading above 120,000 won for days. Min-jae did not know what that meant for his HYBE shares. He knew it could not be good. If SM cost more on the open market than HYBE was offering to pay, no rational SM holder would tender. The bid would fail. The premium HYBE was prepared to pay would never be paid, because the market price had already passed it.

He did not know yet who was buying. He did not know yet that it would take three years and an acquittal and an appeal for prosecutors to say, in a Seoul courtroom, who they believed had been on the other side of those trades.

I.

The fight that produced the appeal was a fight over a music company.

SM Entertainment is one of the founding houses of K-pop. Kakao is the South Korean internet giant that runs the country's dominant messaging app, KakaoTalk, plus webtoons, music streaming, and a constellation of subsidiaries. HYBE is the agency behind BTS. Both Kakao and HYBE wanted SM. Both made moves in February 2023.

HYBE moved through the front door. It announced a tender offer at 120,000 won per share. A tender offer is the visible, regulated way to take over a company. The price is public. The deadline is public. The whole thing is a kind of declaration.

Kakao moved differently. According to the prosecution, Kakao moved through the order book.

Prosecutors allege that between February 16 and February 28, 2023, Kakao and an affiliated firm called One Asia Partners bought SM shares in coordinated blocks designed to keep the market price above HYBE's tender level. The dates that matter to the prosecution are February 16, 17, 27, and 28. The final day of the tender is the day they care about most. The complaint puts the total at roughly 240 billion won across more than 300 individual transactions. Other filings in the case have referenced lower totals, 110 billion won and 130 billion won, depending on the slice. The prosecution sought a 15-year prison sentence and a 500 million won fine, about $350,000 USD, against Kim Beom-su, the Kakao founder.

A tender offer is a valve. The bidder opens it at a set price and waits for shares to flow in. The allegation is that someone on the other side of the wall held the valve shut by raising the market price past the offer, so the shares stopped flowing.

II.

Min-jae did not know about any of this on February 28. He knew SM had spiked. He knew HYBE's bid looked stranded. By March 7, 2023, SM hit a record of 161,200 won. On March 12, HYBE withdrew its bid, citing market "overheating." That is the polite word public companies use when they walk away.

A few weeks later, the FSS, South Korea's Financial Supervisory Service, raided Kakao and SM offices. The raids happened in April and August 2023. The investigation followed a complaint HYBE itself had filed in February, alleging Kakao's buying was designed to derail the tender.

Kakao ended up with 39.87% of SM Entertainment. The largest shareholder. The winner of the fight, in the only sense that mattered to the cap table.

That was the visible part. The press releases, the chart, the new ownership structure. The press release got the light. The order book got the questions.

III.

On October 21, 2025, the Seoul Southern District Court acquitted Kim Beom-su and every co-defendant in the first trial. The co-defendants included former Kakao Chief Investment Officer Bae Jae-hyun, former Kakao CEO Hong Eun-taek, Kakao Entertainment CEO Kim Sung-soo, former Kakao investment strategy head Kang Ho-jung, One Asia Partners President Kim Tae-young, and former One Asia Partners CEO Ji Chang-bae.

The court said the prosecution had not shown intent. It said Kakao's trading pattern did not match the typical fingerprints of price manipulation. It said the evidence of collusion was insufficient.

Read that slowly. The court did not say nothing happened. The court said the prosecution had not proved what it alleged to the standard the law requires. Those are different sentences.

Kim denied the charges throughout. He said there was no intent to manipulate prices. The acquittal is the current adjudicated fact of the case.

IV.

On June 24, 2026, the same defendants sat down in a different courtroom. Seoul High Court. The appeal trial opened. A ruling is possible by October 2026.

The prosecution's appeal is built on the argument that the first court did not weigh certain objective evidence properly. Internal messages. Call recordings from Kakao officials. Testimony about a unit prosecutors call the "Project S Team," which they allege operated under Kim's direct instruction for the SM acquisition.

The trial court looked at that material and found it short of proof. The appeal asks a higher court to look at the same material and find something different.

This is the part of the system most retail holders never see. A loss at trial is not always the end. An acquittal at trial is not always the end. The record gets read again. The same internal messages get read again. The same trading days get walked through again. February 16. February 17. February 27. February 28.

V.

Min-jae sold his HYBE shares sometime in the spring of 2023. He took a small loss. He did not lose his retirement. He lost the smaller thing, the thing that is harder to name, which is the assumption that the number on his phone was an honest number.

That is what a tender offer is supposed to protect. It is supposed to be a moment of price honesty. A bidder names a price. Shareholders decide. The mechanism is designed to be loud and slow and visible, so that small holders are not run over by quiet, fast buying they cannot see.

The allegation in this case is not that the mechanism failed on its own. The allegation is that someone allegedly worked it from the other side while it was running. The first court said the prosecution did not prove that. The second court will decide whether to read the evidence the same way.

Min-jae is not in either courtroom. He never will be. He is in a different chair, on a different morning, looking at a different ticker. The chair where the small holder sits is the chair where the question of whether the market is honest gets answered every day, one refresh at a time.

VI.

The thing to hold in mind, while the appeal runs, is what a tender offer is for. It exists because the people who own a small slice of a company should not have to guess what their slice is worth when somebody large comes shopping. It exists so the price discovery happens in public.

When the price moves past the tender during the tender, somebody is answering a question the rest of the market was not invited to.

The first trial said the answer in this case was lawful trading.

The appeal will say whether it was something else.

Allegation is not adjudication. The tape is still the tape. Min-jae still checks his phone on the subway. The valve is still in the wall.