F-1/A: Captivision Inc. Files Amendment No. 1 to Form F-1, Registers Shares and Warrants for Resale

Captivision Inc. files an amendment to its Form F-1 registration statement to register the offer and resale of ordinary shares and warrants by selling securityholders.

Summary

• Captivision Inc., a Cayman Islands exempted company, has filed Amendment No. 1 to its Form F-1 registration statement with the SEC.
• The prospectus relates to the offer and sale of up to 24,204,377 Ordinary Shares, including shares issuable upon exercise of private and public warrants, and converted options.
• It also covers the offer and resale of up to 37,745,130 Ordinary Shares by selling securityholders, including JGGC Founder Shares, Earnout Shares, and shares held by parties to the Registration Rights Agreement.
• The selling securityholders may offer all or part of the Resale Securities from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.
• The company is registering the offer and sale and/or resale of these securities to satisfy certain registration obligations and registration rights.
• The Business Combination with GLAAM Co., Ltd. was consummated on November 15, 2023.
• Holders of 7,949,289 shares of JGGC Class A Ordinary Shares exercised their right to redeem their shares for cash at a price of approximately $10.83 per share, for an aggregate price of approximately $86.1 million.
• The Ordinary Shares being offered for resale by the Selling Securityholders represent approximately 54.2% of our total issued and outstanding Ordinary Shares on a fully diluted basis.
• The Warrants being offered for resale pursuant to this prospectus represent approximately 50.9% of our current total outstanding Warrants.
• Assuming the exercise of all outstanding Warrants for cash, the company would receive aggregate proceeds of approximately $290.1 million.
• The exercise price of the Public Warrants, Private Warrants and Founder Warrants is $11.50 per share.
• The exercise price of the Converted Options is $4.84 per share.
• On February 9, 2024, the closing prices for our Ordinary Shares and Public Warrants on Nasdaq were $7.65 per share and $0.12 per warrant, respectively.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily focused on factual details of the share and warrant registration. It highlights both potential benefits (proceeds from warrant exercises) and risks (market volatility, potential negative returns for investors).

Positives

• The company is registering the offer and sale and/or resale of these securities to satisfy certain registration obligations and certain registration rights we have granted.
• Assuming the exercise of all outstanding Warrants for cash, the company would receive aggregate proceeds of approximately $290.1 million.
• The company is an emerging growth company and a foreign private issuer, which provides certain exemptions from reporting requirements.

Negatives

• The sale of such Resale Securities by the Selling Securityholders, or the perception in the market that the Selling Securityholders may or intend to sell all or a significant portion of such Resale Securities, could increase the volatility of the market price of our Ordinary Shares or Public Warrants or result in a significant decline in the public trading price of our Ordinary Shares or Public Warrants.
• Certain Selling Securityholders may make a significant profit and in some circumstances even realize a positive rate of return on the sale of their Resale Securities covered by this prospectus even if the market price of Ordinary Share is below $10.00 per share, in which case public shareholders and/or warrantholders may experience a negative rate of return on their investment.
• If the market price for our Ordinary Shares is less than the exercise price of the Warrants (on a per share basis), we believe that holders will be very unlikely to exercise any of their Warrants, and accordingly, we will not receive any such proceeds.
• There is no assurance that the Warrants will be in the money prior to their expiration or that the holders will exercise their Warrants.
• On February 9, 2024, the closing prices for our Ordinary Shares and Public Warrants on Nasdaq were $7.65 per share and $0.12 per warrant, respectively.

Risks

• Given the substantial number of Resale Securities being registered for potential resale by the Selling Securityholders pursuant to the registration statement of which this prospectus forms a part, the sale of such Resale Securities by the Selling Securityholders, or the perception in the market that the Selling Securityholders may or intend to sell all or a significant portion of such Resale Securities, could increase the volatility of the market price of our Ordinary Shares or Public Warrants or result in a significant decline in the public trading price of our Ordinary Shares or Public Warrants.
• Certain Selling Securityholders may make a significant profit and in some circumstances even realize a positive rate of return on the sale of their Resale Securities covered by this prospectus even if the market price of Ordinary Share is below $10.00 per share, in which case public shareholders and/or warrantholders may experience a negative rate of return on their investment.
• If the market price for our Ordinary Shares is less than the exercise price of the Warrants (on a per share basis), we believe that holders will be very unlikely to exercise any of their Warrants, and accordingly, we will not receive any such proceeds.
• There is no assurance that the Warrants will be in the money prior to their expiration or that the holders will exercise their Warrants.

Future Outlook

The Selling Securityholders may offer all or part of the Resale Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

Industry Context

The document relates to the financial aspects of Captivision, a company in the architectural media glass industry, following its business combination. It highlights the potential for volatility in the market price of its securities due to the resale of a significant number of shares by selling securityholders.

Stakeholder Impact

• Potential for volatility in the market price of Ordinary Shares and Public Warrants.
• Potential for negative returns for public shareholders and warrantholders.
• Potential for significant profits for certain Selling Securityholders.

Next Steps

• The selling securityholders may offer all or part of the Resale Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.
• The company will use its commercially reasonable efforts to maintain the effectiveness of a registration statement and a current prospectus relating to those Ordinary Shares until the Converted Warrants expire or are redeemed, as specified in the A&R Warrant Agreement.

Key Dates

Keywords

Ordinary Shares, Warrants, Resale Securities, Selling Securityholders, Business Combination, Private Warrants, Public Warrants, CAPT, CAPTW, GLAAM, JGGC