Captivision Inc. announced that it has entered into a Share Purchase Agreement with New Circle Principal Investments LLC to issue common shares for the gross proceeds of $30,000,000 on June 12, 2024. The transaction is subject to certain limitations and conditions set forth in the SPA, from time to time, over a 24-month period. Sales of the Ordinary Shares to New Circle under the SPA, and the timing of any such sales, are solely at the Company?s option, and the Company is under no obligation to sell any Ordinary Shares to New Circle under the SPA.

As consideration for New Circle?s commitment to purchase Ordinary Shares pursuant to the SPA, the Company paid New Circle a structuring fee of $20,000 and a legal fee of $25,000. In addition, the Company shall pay a commitment fee to New Circle in the form of Ordinary Shares with an aggregate value equal to $500,000 (the ?Commitment Shares?), the value of which shall be determined on the trading day prior to the initial filing of the registration statement filed in order to register the Ordinary Shares sold under the SPA; provided however, that the Company shall not be required to issue to New Circle more than Five Hundred Thousand (500,000) Ordinary Shares in satisfaction of the commitment fee.In the SPA, New Circle represented to the Company, among other things, that it is an ?accredited investor? (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the ?Securities Act?)).

The securities referred to in this Form 6-K are being issued and sold to New Circle in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.