Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-282709
Prospectus Supplement
(To Prospectus Dated November 8, 2024)
CAPTIVISION INC.
Up to 4,938,599 Ordinary
Shares (for
resale)
This Prospectus Supplement
amends and supplements information contained in that certain Prospectus, dated November 8, 2024 (the “Prospectus”), relating
to, among other things, the resale by certain selling securityholders listed in the section of the Prospectus entitled “Selling
Securityholders” of up to 4,938,599 ordinary shares, par value $0.0001 per share (“Ordinary Shares”) of Captivision
Inc. (“us,” “we,” “Captivision” or the “Company”). The Company will not receive any proceeds
from the sale of Ordinary Shares by the selling securityholders.
This Prospectus Supplement
is not complete without, and may not be delivered or used except in connection with, the Prospectus. This Prospectus Supplement is qualified
by reference to the Prospectus, except to the extent that the information provided by this Prospectus Supplement supersedes information
contained in the Prospectus. Capitalized terms used in this Prospectus Supplement but not otherwise defined herein have the meanings specified
in the Prospectus.
This prospectus supplement
is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Form 6-K
filed with the Securities and Exchange Commission on February 5, 2025, which is set forth below.
Investing in our securities
involves a high degree of risk. See “Risk Factors” beginning on page 19 of the Prospectus for a discussion of information
that should be considered in connection with an investment in our securities.
Neither the Securities
and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 5, 2025.
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-41869
Captivision Inc.
(Exact name of registrant as specified in its
charter)
298-42 Chung-buk Chungang-ro Chung-buk,
Pyeong-taek, Gyounggi, Republic of Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
Amendment to Share Purchase Agreement
On February 4, 2025, Captivision Inc. (the “Company”),
entered into Amendment No. 1 (the “Amendment”) to the Share Purchase Agreement dated June 12, 2024 (the “SPA”),
between the Company and New Circle Principal Investments LLC (“New Circle”). Prior to the Amendment, New Circle was not obligated
to purchase ordinary shares, par value $0.0001 per share (“Ordinary Shares”), from the Company to the extent such purchase
would result in New Circle beneficially owning more than 4.99% of the then outstanding number of Ordinary Shares (the “Beneficial
Ownership Limitation”). The Amendment amends the SPA to (i) increase the Beneficial Ownership Limitation from 4.99% to 9.99% and
(ii) update for technical amendments to the pricing mechanics.
The foregoing is a brief description of the Amendment
and is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 99.1.
The information in this Form 6-K shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CAPTIVISION INC. |
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| Date: February 5, 2025 |
By: |
/s/ Gary R. Garrabrant |
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Gary R. Garrabrant |
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Chairman and CEO |
Exhibit 99.1
AMENDMENT NO. 1
TO
SHARE PURCHASE AGREEMENT
BETWEEN
CAPTIVISION INC.
AND
NEW CIRCLE PRINCIPAL
INVESTMENTS LLC
THIS
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Amendment”), is entered into as of February 4, 2025 (the “Amendment
Date”), by and between Captivision Inc., a Cayman Islands exempted company (the “Company”), and New Circle
Principal Investments LLC, a Delaware limited liability company (the “Investor”), and amends the Share Purchase
Agreement, dated June 12, 2024, by and between the Company and the Investor (the “Agreement”), to (i) permit the Company
to effect sales to the Investor pursuant to an Option 1 Pricing Period or an Option 2 Pricing Period (each as defined below) and (ii)
increase the Beneficial Ownership Limitation to 9.99%. All capitalized terms used but not defined herein shall have the respective meanings
ascribed to them in the Agreement.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Amendment to Section 2.01(a). |
The second sentence of
Section 2.01(a) shall be amended and restated in its entirety as follows:
“The Company shall,
in its sole discretion, select the number of Shares, not to exceed the Maximum Purchase Amount (unless otherwise agreed to in writing
by the Company and the Investor), it desires to issue and sell to the Investor in each Purchase Notice and the Pricing Period to be used.”
| 2. | Amendment to Section 2.02(a). |
Section 2.02(a) of the
Agreement is hereby amended by replacing “4.99%” with “9.99%”.
The following definitions
shall be inserted into Annex I of the Agreement and defined as below:
“Option 1 Market
Price” shall mean the lowest traded price of Ordinary Shares during the Option 1 Pricing Period.
“Option 2 Market
Price” shall mean the lowest daily VWAP of the Common Shares during the Option 2 Pricing Period.
“Option 1 Pricing
Period” shall mean the period on the applicable Share Purchase Notice Date with respect to a Purchase Notice selecting an Option
1 Pricing Period commencing (i) if submitted to the Investor prior to 9:00 AM Eastern Time on a Trading Day, the open of trading on such
day, or (ii) if submitted to the Investor after 9:00 AM Eastern Time on a Trading Day, the open of trading on the immediately succeeding
Trading Day, and in each case, ending on 4:00 PM Eastern Time on such applicable Trading Day; provided, however, that upon mutual
consent of the Company and the Investor, a Purchase Notice selecting an Option 1 Pricing Period that is delivered after 9:00 AM Eastern
Time may be deemed to have been delivered prior to 9:00 AM Eastern Time of such day.
“Option 2 Pricing
Period” shall mean the three consecutive Trading Days commencing on the Share Purchase Notice Date.
The following definitions
within Annex I of the Agreement shall be amended and restated as set forth below:
“Market Price”
shall mean the Option 1 Market Price or the Option 2 Market Price, as applicable with respect to each such Purchase Notice.
“Maximum Purchase
Amount” shall mean (x) in respect of a Purchase Notice selecting an Option 2 Pricing Period, the greater of (i) an amount equal
to one hundred percent (100%) of the average daily trading volume of the Ordinary Shares during the five Trading Days immediately preceding
a Purchase Notice, and (ii) the number of Ordinary Shares equal to $50,000 divided by the VWAP of the Ordinary Shares during the five
(5) Trading Days immediately preceding a Purchase Notice, and (y) in respect of a Purchase Notice selecting an Option 1 Pricing Period,
the lower of (i) 300,000 Ordinary Shares and (ii) an amount equal to one hundred percent (100%) of the average daily trading volume of
the Ordinary Shares during the five Trading Days immediately preceding a Purchase Notice.
“Pricing Period”
shall mean the Option 1 Pricing Period or Option 2 Pricing Period, as applicable.
“Purchase Price”
shall mean the price per Share obtained by multiplying the Market Price by (i) 100% in respect of a Purchase Notice with an Option 1 Pricing
Period, and (ii) 97% in respect of a Purchase Notice with an Option 2 Pricing Period.
| 4. | Amendment to Exhibit B of the Share Purchase Agreement. |
Exhibit B of the Share
Purchase Agreement shall be amended and restated in its entirety to Exhibit B attached hereto.
5. Representations
and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to
execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action
and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does
not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company
agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are
bound.
| a. | Except as modified by this Amendment, the Agreement continues
in full force and effect in accordance with its terms. |
| b. | This Amendment shall be governed by and construed in accordance
with the laws of the State of New York as set forth in Section 8.01 of the Agreement. |
| c. | This Amendment may be executed in identical counterparts,
both which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party
and delivered to the other party. Facsimile or other electronically scanned and delivered signatures (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered
and be valid as originals and effective for all purposes of this Amendment. |
*** Signature Page Follows
***
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as
of the date set forth above.
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COMPANY: |
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CAPTIVISION INC. |
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By: |
/s/
Anthony R. Page |
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Name: |
Anthony R. Page |
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Title: |
Chief Financial Officer |
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INVESTOR: |
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NEW CIRCLE PRINCIPAL INVESTMENTS LLC |
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By: |
New Circle Capital LLC |
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Its: |
Sole Member |
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By: |
/s/
Osman H. Ahmed |
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Name: |
Osman H. Ahmed |
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Title: |
Managing Partner |
Exhibit B
PURCHASE
NOTICE
CAPTIVISION INC.
| Dated: ______________ |
Purchase Notice Number: ___________________ |
The undersigned, _________________,
hereby certifies, with respect to the sale of Ordinary Shares of CAPTIVISION INC. (the “Company”) issuable in connection
with this Purchase Notice, delivered pursuant to that certain Share Purchase Agreement, dated as of June 12, 2024, as amended (the “Agreement”),
as follows (with capitalized terms used herein without such definition having the same meanings as given to them in the Agreement):
1. The undersigned is the
duly elected ______________________ of the Company.
2. There are no fundamental
changes to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment
to the Registration Statement.
3. The Company has performed
in all material respects all covenants and agreements to be performed by the Company contained in the Agreement on or prior to the Share
Purchase Notice Date. All conditions to the delivery of this Purchase Notice are satisfied as of the date hereof.
4. The number of Common Shares
the Company is requesting to be purchased is: _____________.
5. The Pricing Period for
this Purchase Notice shall be an [Option 1 Pricing Period]/[Option 2 Pricing Period].
The undersigned has executed this Purchase Notice
as of the date first set forth above.
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COMPANY: |
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CAPTIVISION INC. |
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By: |
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Name: |
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Title: |
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