Captivision Inc 6-K, filed Dec 12, 2023
Captivision Inc. (CPTAF)
About this 6-K
Captivision Inc filed this 6-K on December 12, 2023.
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 December 2023
Commission File Number: 001-41869
Captivision Inc.
(Exact name of registrant as specified in its charter)
Unit 18B Nailsworth Mills Estate, Avening Road,
Nailsworth, GL6 0BS, United Kingdom
(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 ☐
EXPLANATORY NOTE
On November 15, 2023, Captivision Inc., a Cayman Islands exempted company limited by shares (together with its consolidated subsidiaries, “Captivision” or the “Company”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of March 2, 2023, as amended as of June 16, 2023, July 7, 2023, July 18, 2023 and September 7, 2023, by and among the Company, GLAAM Co., Ltd., a corporation (chusik hoesa) organized under the laws of the Republic of Korea (“GLAAM”), Jaguar Global Growth Corporation I (“JGGC”), a Cayman Islands exempted company, and Jaguar Global Growth Korea Co., Ltd., a stock corporation (chusik hoesa) organized under the laws of the Republic of Korea and wholly owned direct subsidiary of JGGC. Upon consummation of the business combination, GLAAM became a wholly-owned direct subsidiary of Captivision.
Loan Refinancing
On November 28, 2023, GLAAM entered into a loan agreement with KEB Hana Bank (“KEB”) for an aggregate principal amount of approximately $4.2 million, with interest accruing at a floating rate equal to the 3 month CD rate (currently 3.84%) plus 2.08% (equating to a current total interest rate of 5.92% per annum) and a maturity date of November 28, 2026. This facility loan is secured by land and buildings owned by GLAAM.
Also on November 28, 2023, GLAAM entered into a separate loan agreement with KEB for an aggregate principal amount of approximately $1.1 million, with interest accruing at a floating rate equal to the 3 month CD rate (currently 3.84%) plus 1.76% (equating to a current total interest rate of 5.60% per annum) and a maturity date of November 28, 2024.
GLAAM used the proceeds to pay off the outstanding amount of principal loans of approximately $4.2 million and approximately $0.9 million obtained from Saemaeul Savings Bank (“Saemaeul”) and Kookmin Bank (“Kookmin”), respectively. Additionally, GLAAM repaid the accrued interest amounts and early payment fees to Saemaeul and Kookmin in the amount of approximately $72 thousand and approximately $4 thousand, respectively.
The foregoing descriptions of the loan agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the loan agreements, copies of which are attached as Exhibits 10.1 and 10.2 to this Form 6-K and incorporated herein by reference.
Loan Extension
GLAAM is party to a certain loan agreement entered into with SBI Savings Bank (“SBI”) with a current outstanding principal amount of approximately $0.7 million, accruing interest at a rate of 7.1% per year. The SBI loan was originally scheduled to mature on December 5, 2023. However, on December 4, 2023, GLAAM and SBI entered into an extension agreement, pursuant to which GLAAM repaid $38 thousand of outstanding principal and the maturity date was extended by one year to December 5, 2024.
The foregoing descriptions of the extension agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the extension agreement, a copy of which is attached as Exhibit 10.3 to this Form 6-K and incorporated herein by reference.
Liquidity and Capital Resources
As part of the Company’s post-closing review of the business combination, it determined that certain of GLAAM’s short-term borrowing loan agreements covering balances of approximately $10.2 million were in default subsequent to June 30, 2023. GLAAM is currently in the process of negotiating loan modifications with the various lenders, including discussions relating to extensions of the respective maturities for the loans.
On December 4, 2023, GLAAM entered into an extension agreement with eight individual lenders and Yu Ha Asset, pursuant to which the maturity date was extended until December 29, 2023. The aggregate principal amount of these extended loans was approximately $3.1 million and $0.8 million, respectively.
On December 6, 2023 GLAAM obtained written consent from Whale Investment and Samsung Securities to extend the maturity of the loans provided. The maturity date for the loan from Whale Investment of approximately $3.5 million was extended to June 28, 2024. The maturity date for the loan from Samsung Securities of approximately $0.6 million was extended to June 28, 2024, and the interest rate was modified from 6% to 8% per annum. On the same date, GLAAM entered into an extension agreement with Ulmus with respect to the $0.2 million loan, extending the maturity date to June 28, 2024, and modifying the interest rate from 6% to 8% per annum.
In addition, GLAAM currently has an outstanding secured loan payable to UD 9th Securitization Specialty Co., Ltd., in an amount of approximately $1.7 million, accruing interest at a rate of 7.4% per annum. The loan matured on June 20, 2023 and an extension request has been denied. The creditor has verbally informed GLAAM of its intent to exercise its legal remedies against the collateral (the G-Frame manufacturing facility), but has not yet taken any enforcement action.
Finally, the Company determined that approximately $7.3 million in GLAAM current liabilities are past due as of the date of this communication. The balances include approximately $6.5 million in liabilities related to operations and approximately $0.9 million in liabilities related to payroll expenses.
The Company continues to evaluate all of its options, which could include refinancing or restructuring of its debt, selling assets, and/or seeking to raise additional capital through alternative financings or other sources of private capital.
EXHIBIT INDEX
* To be filed by amendment.
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, thereunto duly authorized.
Captivision Inc. |
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By: |
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/s/ Gary Garrabrant |
Name: |
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Gary Garrabrant |
Title: |
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Executive Chairman |
Date: December 12, 2023
Exhibit 10.4
Agreement to Change Loan Repayment
Creditor Han Seongik “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows.
- As follows -
1. Amount of debt: KRW 300 million (KRW 300,000,000)
2. Repayment date: December 29, 2023
3. Interest rate: 1% per month
December 4, 2023
Creditor (The Former) |
Address: Resident registration number: Name: |
#102-1401, 90, Saimdang-ro 17-gil, Seocho-gu, Seoul
590212-1018329 /s/ Han Seongik
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Debtor (The Latter) |
Address:
Business registration number: Company: |
298-42, Cheongbukjungang-ro, Chungbuk-eup, Pyeongtaek-si, Gyeonggi-do
211-87-65996 /s/ Glaam Co., Ltd. CEO Kim Kyungrae |
Exhibit 10.5
Agreement to Change Loan Repayment
Creditor Lee Hojun “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows.
- As follows -
1. Amount of debt: KRW 30 million (KRW 30,000,000)
2. Repayment date: December 29, 2023
December 4, 2023
Creditor (The Former) |
Address:
Resident registration number: Name: |
#265-2201, 135, Olympic-ro, Songpa-gu, Seoul (Jamsil-dong, Ricenz) 730129-1068520
/s/ Lee Hojun
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Debtor (The Latter) |
Address:
Business registration number: Company: |
298-42, Cheongbukjungang-ro, Chungbuk-eup, Pyeongtaek-si, Gyeonggi-do 211-87-65996
/s/ Glaam Co., Ltd. CEO Kim Kyungrae |
Exhibit 10.6
Agreement to Change Loan Repayment
Creditor Lee Seongsoo “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows.
- As follows –
Dec. 04, 2023
Creditor (The Former) |
Address:
Resident registration number:
Name: |
#105-702, 22, Seolleung-ro 126-gil, Gangnam-gu, Seoul
761130-1231715
/s/ Lee Seongsoo
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Debtor (The Latter) |
Address:
Business registration number:
Company: |
298-42, Cheongbukjungang-ro, Chungbuk-eup, Pyeongtaek-si, Gyeonggi-do 211-87-65996
/s/ Glaam Co., Ltd. CEO Kim Kyungrae |
Exhibit 10.7
Agreement to Change Loan Repayment
Creditor Yuha Asset Co., Ltd “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows.
- As follows –
Dec. 04, 2023
Creditor (The Former) |
Address: Corporate registration number: Company: |
1F, Dream Tower, 26, Banpo-daero 14-gil, Seocho-gu, Seoul
110111-8728490
/s/ Yuha Asset Co., Ltd. |
Debtor (The Latter) |
Address:
Business registration number: Company : |
298-42, Cheongbukjungang-ro, Chungbuk-eup, Pyeongtaek-si, Gyeonggi-do 211-87-65996
/s/ Glaam Co., Ltd. CEO Kim Kyungrae |
Exhibit 10.8
Agreement to Change Loan Repayment
Creditor Park Yongjoo “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows.
- As follows –
1. Amount of debt: KRW 20 million (KRW 20,000,000)
2. Repayment date: Dec. 29, 2023
Dec. 04, 2023
Creditor (The Former) |
Address:
Resident registration number:
Name: |
6-1, Jeil-ro 96beon-gil (Sujin-dong), Sujeong-gu, Seongnam-si, Gyeonggi-do
520520-2228326
/s/ Park Yongjoo
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Debtor (The Latter) |
Address:
Business registration number:
Company: |
298-42, Cheongbukjungang-ro, Chungbuk-eup, Pyeongtaek-si, Gyeonggi-do 211-87-65996
/s/ Glaam Co., Ltd. CEO Kim Kyungrae |
Exhibit 10.9
Agreement to Change Loan Repayment
Creditor Kim Jaegyun “The Former” and debtor Glaam Co., Ltd. “The Latter” agree to change the loan repayment date as follows.
- As follows -
1. Amount of debt: KRW 5 million (KRW 5,000,000)
2. Repayment date: Dec. 29, 2023
Dec. 04, 2023
Creditor (The Former) |
Address:
Resident registration number:
Name: |
#201-906, Raemian Highston, 12, Dogok-ro 93-gil, Gangnam-gu, Seoul
770908-1067320
/s/ Kim Jaegyun |
Debtor (The Latter) |
Address:
Business registration number:
Company : |
298-42, Cheongbukjungang-ro, Chungbuk-eup, Pyeongtaek-si, Gyeonggi-do 211-87-65996
/s/ Glaam Co., Ltd. CEO Kim Kyungrae |
Exhibit 10.10
Loan Repayment Amendment Agreement
Creditor Yong-Woo Kim, “Party A”, and borrower GLAAM (Ltd.), “Party B”, hereby agree to amend the loan repayment date as follows:
– Note –
1. Loan: Three hundred million won (₩300,000,000)
2. Repayment Date: December 29, 2023
3. Interest rate: 1% per month
December 4, 2023
Creditor (Party A) Address: Unit 808, Unit 803, 508 Achasan-ro, Gwangjin-gu, Seoul
Resident Registration No.: 631113-1551126
Name: /s/ Yong-Woo Kim
Borrower (Party B) Address: 298-42 Cheongbukjungang-ro, Cheongbuk-eub, Pyeongtaek-shi, Gyeonggi-do
Business Registration No.: 211-87-65996
Trade Name: /s/ GLAAM Co., Ltd., Representative Director: Kyeong-Rae Kim
Representative Director of GLAAM Co., Ltd.
Exhibit 10.11
Loan Repayment Amendment Agreement
Creditor Yong-Woo Kim, “Party A”, and borrower GLAAM (Ltd.), “Party B”, hereby agree to amend the loan repayment date as follows:
– Note –
1. Loan: Two hundred million won (₩200,000,000)
2. Repayment Date: December 29, 2023
3. Interest rate: 5% per annum
December 4, 2023
Creditor (Party A) Address: 351-48 Eungam-dong, Eunpyeong-gu, Seoul
Resident Registration No.: 610626-1319018
Name: /s/ Yong-Woo Kim
Borrower (Party B) Address: 298-42 Cheongbukjungang-ro, Cheongbuk-eub, Pyeongtaek-shi, Gyeonggi-do
Business Registration No.: 211-87-65996
Trade Name: /s/ GLAAM Co., Ltd., Representative Director: Kyeong-Rae Kim
Representative Director of GLAAM Co., Ltd.
Exhibit 10.12
Loan Repayment Amendment Agreement
Creditor Nam-In Kim, “Party A”, and borrower GLAAM (Ltd.), “Party B”, hereby agree to amend the loan repayment date as follows:
– Note –
1. Loan: Five hundred million won (₩500,000,000)
2. Repayment Date: December 29, 2023
3. Interest rate: 15% per annum
December 4, 2023
Creditor (Party A) Address: 11, 40beon-gil, Gungnae-ro, Bundang-gu, Seongnam-shi, Gyeonggi-do
Resident Registration No.: 521128-1273316
Name: /s/ Nam-In Kim
Borrower (Party B) Address: 298-42 Cheongbukjungang-ro, Cheongbuk-eub, Pyeongtaek-shi, Gyeonggi-do
Business Registration No.: 211-87-65996
Trade Name: /s/ GLAAM Co., Ltd., Representative Director: Kyeong-Rae Kim
Representative Director of GLAAM Co., Ltd.
Exhibit 10.13
Loan Repayment Amendment Agreement
Creditor Kyeong-Sook Kim, “Party A”, and borrower GLAAM (Ltd.), “Party B”, hereby agree to amend the loan repayment date as follows:
– Note –
1. Loan: One billion two hundred million won (₩1,200,000,000)
2. Repayment Date: December 29, 2023
3. Interest rate: 3% per month
December 4, 2023
Creditor (Party A) Address: 1st Fl., 66 Sanmaeul-gil, Gwacheon-shi, Gyeonggi-do (Gwanmun-dong)
Resident Registration No.: 630221-2009311
Name: /s/ Kyeong-Sook Kim
Borrower (Party B) Address: 298-42 Cheongbukjungang-ro, Cheongbuk-eub, Pyeongtaek-shi, Gyeonggi-do
Business Registration No.: 211-87-65996
Trade Name: /s/ GLAAM Co., Ltd., Representative Director: Kyeong-Rae Kim
Representative Director of GLAAM Co., Ltd.