SEC Comment Letter 0000000000-24-012081 to Captivision Inc. (CAPT, CAPTW) (CIK 0001967478) (CAPT)
Captivision Inc. (CAPT, CAPTW) (CIK 0001967478)
Date: Oct. 30, 2024 · CIK: 0001967478 · Accession: 0000000000-24-012081
AI Filing Summary & Sentiment
File numbers found in text: 333-282709
Letter
October 30, 2024 Gary Garrabrant Chief Executive Officer Captivision Inc. 298-42 Chung-buk Chungang-ro Chung-buk Pyeong-taek, Gyounggi, Republic of Korea Re:Captivision Inc. Registration Statement on Form F-1 Filed October 18, 2024 File No. 333-282709 Dear Gary Garrabrant: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form F-1 filed October 18, 2024 General 1.We note your disclosure that you are seeking to register up to 295,000 Ordinary Shares issuable to certain service providers pursuant to the Deferred Fee Arrangements. Please provide your analysis showing how you determined that there was a completed private placement prior to your attempt to register the resale of these shares. In your analysis, please consider the Commission's guidance set forth in Questions 134.01 and 139.11 of the Securities Act Sections Compliance and Disclosure Interpretations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
October 30, 2024 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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October 30, 2024
Gary Garrabrant
Chief Executive Officer
Captivision Inc.
298-42 Chung-buk Chungang-ro Chung-buk
Pyeong-taek, Gyounggi, Republic of Korea
Re:Captivision Inc.
Registration Statement on Form F-1
Filed October 18, 2024
File No. 333-282709
Dear Gary Garrabrant:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1 filed October 18, 2024
General
1.We note your disclosure that you are seeking to register up to 295,000 Ordinary
Shares issuable to certain service providers pursuant to the Deferred Fee
Arrangements. Please provide your analysis showing how you determined that there
was a completed private placement prior to your attempt to register the resale of these
shares. In your analysis, please consider the Commission's guidance set forth in
Questions 134.01 and 139.11 of the Securities Act Sections Compliance and
Disclosure Interpretations.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
October 30, 2024
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing