Correspondence 0001193125-23-136069 from Captivision Inc. (CAPT, CAPTW) (CIK 0001967478) (CAPT)
Captivision Inc. (CAPT, CAPTW) (CIK 0001967478)
Date: May 4, 2023 · CIK: 0001967478 · Accession: 0001193125-23-136069
AI Filing Summary & Sentiment
Referenced dates: April 19, 2023
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CORRESP 1 filename1.htm CORRESP May 4, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street NE Washington, D.C. 20549 Attn: Jenny O’Shanick and Geoff Kruczek Re: Phygital Immersive Limited Draft Registration Statement on Form F-4 Submitted March 23, 2023 CIK No. 000196478 Dear Ms. O’Shanick and Mr. Kruczek: On behalf of our client, Phygital Immersive Limited, a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated April 19, 2023 (the “Comment Letter”), with respect to the above-referenced Draft Registration Statement on Form F-4, submitted on March 23, 2023 (the “Draft Registration Statement”). The Company has publicly filed via EDGAR the Registration Statement on Form F-4 (the “Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement. DRS on Form F-4 filed 3/23/2023 How do the JGGC Public Warrants differ from the JGGC Private Placement Warrants..., page 30 1. Please revise to clarify that the sponsor holds all of the JGGC private placement warrants. Further, please tell us how the statement that “New PubCo Private Warrants are not subject to being called for redemption under certain redemption scenarios” is consistent with your discussion of the two redemption scenarios of the New PubCo converted warrants on pages 304 through 307. This does not appear to discuss any exceptions with respect to the New PubCo private warrants. Please revise as appropriate. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 30 of the Registration Statement. Summary of the Proxy Statement/Prospectus Structure, page 37 2. Please revise GLAAM’s organizational charts here and on pages 154 and 155 to include dotted lines for GLAAM’s associates, which are not subsidiaries. Further, please revise on page 250, the lead-in statement and the heading under Group Structure so that your associates are designated as such, and not as subsidiaries. Response: The Company has revised the organizational charts on pages 37, 158 and 159 and the disclosure on page 271 of the Registration Statement to address the Staff’s comment. GLAAM’s government sector sales, which comprise a significant portion of its sales..., page 57 3. Please disclose in which country or countries GLAAM’s significant government sector sales are made. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 68 of the Registration Statement to clarify that GLAAM’s only significant government sector sales are made in South Korea. Risk Factors, page 63 4. Please add a risk factor relating to the risks from the forum provision mentioned on page 310. Also ensure that exhibit is consistent with your disclosure in terms of the scope of the forum provision. Response: The Company has added a risk factor related to the forum provision on pages 116 and 117 of the Registration Statement to address the Staff’s comment. The architectural media glass industry is a nascent industry..., page 63 5. Please tell us how this risk factor disclosure is consistent with your disclosure on page 247 that you consider GLAAM to be the first and only provider of fourth generation architectural media glass and your disclosure of the architectural glass market. It appears that GLAAM is already in this this market and you have estimated the market. Please revise as appropriate. Response: The Company has revised the risk factor on page 63 of the Registration Statement to address the Staff’s comment. We will incur increased costs and become subject to additional regulations..., page 70 6. Please revise here and throughout the filing to describe the material consequences to you and your investors if you fail to submit the requisite business reports in South Korea and each material permission or approval that are required in connection with a public offering in South Korea. Response: The Company has revised the disclosure on page 109 of the Registration Statement to explain that a failure by the Company to submit the requisite business reports in South Korea after becoming a public company may result in criminal punishment, fines, penalties, or suspension or prohibition of issuance, public offering, sales or other transactions of securities in Korea. Prior to the Business Combination, the Financial Services Commission of Korea must accept a securities registration statement relating to the public offering of the Company’s shares in South Korea. Our joint distribution agreement with G-SMATT Global..., page 81 7. Please revise to elaborate whether G-SMATT Global’s bankruptcy proceedings have materially impacted your business functions, financial condition and results of operations. File the distribution agreement with it as an exhibit, as well as your other material distribution agreements. Identify the actions planned or taken, if any, to mitigate any interruptions to distributing your products as a result. Provide the status of G-SMATT Global’s distribution right in China given that Brillshow is currently non-operational. Revise your filing throughout as appropriate. 2 Response: The Company has revised the disclosure on pages 81 and 82 and the Exhibit Index on page II-3 of the Registration Statement to include (i) the distribution agreement (the “G-SMATT Global Distribution Agreement”), dated as of July 31, 2015, between GLAAM and G-SMATT Global Co., Ltd. (“G-SMATT Global”), as Exhibits 10.15, (ii) the first amendment to the G-SMATT Global Distribution Agreement, dated March 7, 2019, as Exhibit 10.16; (iii) the distribution agreement, dated as of May 18, 2020, between GLAAM and G-SMATT Europe Media Limited, as Exhibit 10.17 and (iv) the distribution agreement, dated as of May 18, 2020, between GLAAM and G-SMATT America Co., Ltd., as Exhibit 10.18. The Company respectfully advises the Staff that the bankruptcy proceedings of G-SMATT Global have not materially impacted GLAAM’s business functions, financial condition and results of operations. In September 2018, as part of a group restructuring process, GLAAM’s management decided to sell G-SMATT Global. Pursuant to the sale agreement (i) GLAAM and G-SMATT Global have dual distribution rights and (ii) all staff involved in the G-Glass operation within G-SMATT Global was transferred to GLAAM. The sale of G-SMATT Global was completed in March 2019. As a result of this sale, which allowed GLAAM to regain joint distribution rights with G-SMATT Global, GLAAM suffered no disruption of its operations. Since G-SMATT Global’s bankruptcy proceedings, GLAAM has retained no material relationship or transactional or financial connection with G-SMATT. As such, G-SMATT Global’s bankruptcy had no material impact on GLAAM’s financial condition or result of operations. The Company further advises the Staff that G-SMATT Global does not have distribution rights in China. Actions taken by JGGC’s initial shareholders and its officers and directors..., page 103 8. We note that JGGC’s initial shareholders and affiliates “may” enter into agreements to purchase JGGC Class A ordinary shares from institutional investors and others who vote, or indicate an intention to vote, against the business combination or to provide them with incentives to acquire such shares to reduce the redemption rate. Please provide your analysis on how such purchases comply with Rule 14e-5. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that all public securities of Jaguar Global Growth Corporation I (“JGGC”) acquired by JGGC’s initial shareholders, and its directors, officers and their respective affiliates outside of the redemption offer process (if any) will satisfy the conditions set forth in Tender Offers and Schedules C&DI 166.01. In response to the Staff’s comment, the Company has revised its disclosure on page 103 of the Registration Statement. Business Combination Proposal Background of the merger, page 129 9. JGGC’s charter waived the corporate opportunities doctrine. Please address this potential conflict of interest and whether it impacted your search for an acquisition target. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 54 and 143 of the Registration Statement. 10. Please refer to paragraph four on page 132. In light of your disclosures on page 75 and elsewhere, please tell us whether there were any discussions with GLAAM about the potential loss of clients in the near future or other events that may materially affect GLAAM’s targets or its financial projections for future performance of the business. 3 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that no specific discussions took place between JGGC and GLAAM’s management regarding the potential loss of clients in the near future or material deviations from its financial projections. JGGC considered these topics in discussions surrounding the valuation of GLAAM. GLAAM’s ongoing projects, its risk-weighted project pipeline and its ability to ramp production to meet future growth, were viewed as significant factors affecting future projections by JGGC and were incorporated in the valuation appropriately. As disclosed on page 141 of the Registration Statement, the JGGC board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including economic downturns, geopolitical uncertainty, and market conditions beyond GLAAM’s control, including a reduction in economic activity, lingering economic effects of COVID-19, and the Russia-Ukraine conflict. 11. Please refer to the paragraph seven on page 134. Please tell us whether the January 25, 2023 projections provided to JGGC’s board are materially the same as the projections included in the registration statement. If the projections are materially different, please explain these differences, what changes were made and why. Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the January 25, 2023 projections provided to JGGC’s board are materially the same as the projections included in the Registration Statement. The JGGC’s Board of Directors’ Reasons for Approval..., page 138 12. Please refer to the graph. Please tell us how GLAAM’s 9.1x in the 2024E line demonstrates that the combined company is expected to trade in line or to a premium to the median of the comparable companies. Response: The Company acknowledges the Staff’s comment and has clarified the disclosure on page 140 of the Registration Statement. Certain Unaudited Projected Financial Information, page 142 13. Please revise to clarify on pages 142 and 144 whether the projections were prepared on January 12, 2022 or 2023. If the projections were prepared on January 12, 2022, please confirm whether or not the projections still reflect management’s views on GLAAM’s future performance and/or describe what consideration the JGGC board gave to obtaining updated projections or a lack of reliance upon the projections. Response: The Company has revised the disclosure on page 144 of the Registration Statement to clarify that the projections were prepared on January 12, 2023. Gross Profit Projections, page 146 14. We note your disclosure on page 146 that you expect average production cost per square foot to decrease for the period 2022 through 2024. Please tell us if these projections took into account GLAAM’s expectations to significantly increase spending, including plans to expand globally and offer Glass as a Service, and COVID-19 impacts on GLAAM as discussed throughout the filing. Response: The Company acknowledges the Staff’s comment and has clarified the disclosure on page 145 of the Registration Statement to clarify that the gross profit projection have not taken into account GLAAM’s expectations to significantly increase spending, including plans to expand globally and offer Glass as a Service (“GaaS”), or the COVID-19 pandemic impacts on GLAAM. 4 The costs affecting GLAAM’s gross profit and gross margin are mainly: (i) fixed production costs (e.g., keeping the factory on); (ii) raw materials, which is directly correlated to volume being produced; and (iii) variable costs, correlated to volume being produced. GLAAM’s management has assumed that the costs of expanding globally are primarily sales and marketing costs, as opposed to production costs. In addition, GLAAM believes that offering GaaS may reduce production costs, as it drive higher sales volume, which may allow GLAAM to obtain greater volume discounts on materials. Accordingly, GLAAM’s management took into account the impact of the increased spending associated with global expansion in its projections of Adjusted EBITDA and Adjusted EBITDA Margin, but not in its projections of Gross Profit or Gross Profit Margin. The effects of the COVID-19 pandemic negatively impacted both the global economy and GLAAM’s business, in particular by disrupting demand for G-Glass, which has resulted and may continue to result adverse impacts on its financial condition. The full extent of the impact of the COVID-19 pandemic on GLAAM’s operational and current and future financial performance is currently uncertain and will depend on many factors outside of GLAAM’s control As such, in preparing the Projections, GLAAM’s management assumed that the negative impacts of COVID-19 will continue to ameliorate going forward. Financial Projections, total revenue, page 148 15. Please tell us how you calculated $104.8 million for your 2025 estimated total revenue. Further, we note your disclosure that the G-Glass’ Excellent Quality Product designation will expire on March 31, 2025, after which GLAAM will lose the exemption from the public tender requirement. Given your disclosures that your government sector sales compose a significant portion of your sales, please tell us if this was included in your assumptions for your 2025 estimated total revenue projections. Response: The Company has revised the disclosure on pages 149-151 of the Registration Statement to remove the 2025 projections which were not provided to or considered by the JGGC board of directors in their evaluation of the Business Combination. The Company respectfully advises the Staff that GLAAM not believe that the expiration of the Excellent Quality Product designation on March 31, 2025 will significantly impact its business for the following reasons: • The general purpose of the Excellent Quality Product designation is to allow certain products to avoid the competitive bidding process among competing products and providers. However, G-Glass is unique and does not have significant equivalent alternative competing products. Accordingly, even after the Excellent Quality Product designation for G-Glass expires and the Company becomes subject to the competitive bidding, GLAAM does not expect significant competition. • For small government projects, civil servants typically choose the purchase process under the Excellent Quality Product designation. However, for large government projects, civil servants prefer to choose the competitive bidding process, even when the Excellent