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July 14, 2023
Dr. Orhan Ertughrul
Chief Operating Officer
Captivision Inc.
Unit 18B Nailsworth Mills Estate, Avening Road,
Nailsworth, GL6 0BS
United Kingdom
Re:Captivision Inc.
Amended Registration Statement on Form F-4
Filed on July 7, 2023
File No. 333-271649
Dear Dr. Orhan Ertughrul:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2023 letter.
Form F-4 Amendment No 2
Certain Unaudited Projected Financial Information
Fairness Opinion of Houlihan Capital, page 159
1.We reissue prior comment 1.  Please clarify whether the advisor excluded any companies
meeting the selection criteria from the analyses.
Non-IFRS Measures
Adjusted EBITDA, page 307
2.We note your revised disclosure in response to prior comment 4.  It appears the

 FirstName LastNameDr. Orhan Ertughrul
 Comapany NameCaptivision Inc.
 July 14, 2023 Page 2
 FirstName LastName
Dr. Orhan Ertughrul
Captivision Inc.
July 14, 2023
Page 2
adjustment for 'net non-operating loss' includes several components.  To better assist
investors in evaluating the nature of your adjustments, please revise the table to separately
present each material component.  We note you are adjusting for $15,169,696 in "other
expenses" which, per your disclosure on page F-86 "includes USD 5,144,961 of
recognition of gain from goods returned from previous year’s sales," while on page 301,
your disclosure states you recognized a $5.6 million loss on inventory impairment in
2022.  Please modify your disclosures to address this discrepancy.  In addition, it appears
that some of the items in 'net non-operating loss' include normal recurring cash operating
expenses necessary to operate the business such as possible losses for inventory
impairments.  Please modify your presentation accordingly.
Part II. Information not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules
Exhibit 5.1 - Opinion of Conyers Dill & Pearman LLP, page II-2
3.We note your response to prior comment 5 and we reissue the part of our comment to
remove the assumption in Section 2(f).  Further, we note your name change and the
revised disclosure in Section 1(ii) regarding the certificate of incorporation on change of
name.  Please describe this name change in the prospectus and file such exhibit with your
next amendment.
            You may contact Charles Eastman at 202-551-3794 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Elliott M. Smith