Captivision (CAPT) F-1Registration statement (foreign)

1,414,895 ordinary shares, par value US$0.0001 per share of the Company that were issued to various creditors of Captivision Korea (the Contributors) in connection with the Contributors’ exchange of their debt in Captivision Korea for Ordinary Shares;

up to 295,000 Ordinary Shares issuable to certain service providers upon conversion of US$295,000 of amounts owed to such service providers, at a price equal to the VWAP Price (as defined in the Registration Statement) pursuant to agreements entered into by and among a number of service providers, the Company, Captivision Korea and JGGC;

83,333 Ordinary Shares issued to Outside The Box Capital Inc. (OTB) pursuant to the Marketing Services Agreement;

981,168 Ordinary Shares issued to certain investors in connection with private placement transactions;

272,528 Ordinary Shares issued to certain creditors of G-SMATT Europe Media Limited (G-SMATT Europe) in exchange for such creditors contributing their outstanding debt in G-SMATT Europe pursuant to contribution agreements entered into with the Company and G-SMATT Europe;

264,160 Ordinary Shares issued to CSY Netherlands Holding BV (CSY) in exchange for CSY contributing its outstanding equity in G-SMATT Europe pursuant to a contribution agreement entered into with the Company and G-SMATT Europe;

up to 826,667 Ordinary Shares issuable upon conversion of convertible bonds issued by Captivision Korea, at a price equal to $2.70 for an aggregate principal amount of KRW 3,100,000,000 (approximately $2,230,000) owed to certain investors (Initial Convertible Bonds);

up to 550,848 Ordinary Shares issuable upon conversion of convertible bonds issued by Captivision Korea, at a price equal to $2.50 for an aggregate principal amount of KRW 1,900,000,000 (approximately $1,377,120) owed to certain investors; and

up to 250,000 Ordinary Shares issuable to Houng Ki Kim pursuant to his consulting agreement with Captivision Korea Inc.,

Documents examined

Assumptions

Opinions

The Company has been duly incorporated as a Cayman Islands exempted company limited by shares and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar).

When allotted, issued and paid for as contemplated in the Registration Statement and the Documents and duly entered as fully paid into the Company’s register of members, the issue and allotment of the Resale Securities in accordance with the terms of the Documents, will be authorised by all requisite corporate action of the Company and the Resale Securities will be validly issued and allotted and (assuming that all of the required consideration is received by the Company pursuant to the Documents) fully paid and non-assessable. As a matter of Cayman Islands law, the Resale Securities are only issued when they have been entered into the register of members of the Company.

Matters not covered

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Registration Statement or the M&A to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or

as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any agreement, deed or document entered into by or binding on the Company.

Governing law of this opinion

This opinion is:

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

limited to the matters expressly stated in it; and

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

Consent

The Certificate of Incorporation of the Company dated 24 February 2023 and the Certificate of Incorporation on Change of Name dated 29 June 2023 issued by the Registrar (together, the Certificate of Incorporation).

The amended and restated memorandum and articles of association of the Company, as adopted by special resolution passed on 15 November 2023 (together, the M&A).

A Certificate of Good Standing dated 16 October 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company.

A certificate as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it copies of resolutions of the board of directors of the Company dated 24 February 2023, 2 March 2023, 5 April 2023,15 November 2023, 21 December 2023, 27 December 2023, 16 February 2024, 11 April 2024 and 11 June 2024, 18 July 2024, 26 July 2024, 23 September 2024, 4 October 2024 and 16 October 2024 (the Board Resolutions) and resolutions of the nominating and corporate governance committee of the board of directors of the Company dated 23 September 2024 and 4 October 2024 (the Committee Resolutions, together with the Board Resolutions, the Resolutions).

The Register of Writs and Other Originating Process maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 17 October 2024 (the Register of Writs).

The Registration Statement.

Deferred Fee Agreement dated 11 June 2024 between the Company, GLAAM Co., Ltd. (GLAAM), and Gateway Investor Relations (Gateway) with respect to the issuance of up to 110,000 Ordinary Shares to Gateway Investor Relations.

Deferred Fee Agreement dated 12 December 2023 between the Company, GLAAM, Jaguar Global Growth Corporation, and Houlihan Capital, LLC (as amended on 12 August 2024) (DFA)with respect to the issuance of up to 185,000 Ordinary Shares.

Promissory note dated 12 August 2024 from the Company in favour of Houlihan Capital, LLC.

Marketing Services Agreement dated 15 July 2024 between the Company and OTB (Marketing Services Agreement).

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and INP Chemical Co. Ltd with respect to the issuance of 88,313 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and BNG Yu Jin Kim with respect to the issuance of 48,858 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and DAESUN with respect to the issuance of 293,148 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and Deco & home Inc., Ltd. with respect to the issuance of 110,175 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and Jae Young Kim with respect to the issuance of 48,858 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and JIN Technology with respect to the issuance of 74,741 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and Jeon Soo Joon with respect to the issuance of 317,577 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and Kyung Sook Kim with respect to the issuance of 293,148 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and Mirae Asset Securities Co., Ltd. with respect to the issuance of 33,037 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and Sol Sea & Air Co. Ltd. with respect to the issuance of 25,502 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and IL WOL with respect to the issuance of 61,072 Ordinary Shares.

The Contribution Agreement made as of 16 July 2024 between the Company, Captivision Korea Inc. and Cressem.co. Ltd. with respect to the issuance of 20,466 Ordinary Shares.

The Contribution Agreement made as of September 25 2024 between the Company, G-SMATT Europe and Cube Rental Inc. with respect to the issuance of 232,934 Ordinary Shares.

The Contribution Agreement made as of September 25 2024 between the Company, G-SMATT Europe and Ho Joon Lee with respect to the issuance of 39,594 Ordinary Shares.

The Contribution Agreement made as of September 25, 2024 between the Company, G-SMATT Europe and CSY Netherlands Holding BV with respect to the issuance of 264,160 Ordinary Shares.

The Subscription Agreement entered into on 25 September 2024 by and among the Company and CSY Netherlands Holding BV with respect to the subscription for 121,212 Ordinary Shares.

The Subscription Agreement entered into on 25 September 2024 by and among the Company and Cube Rental Inc. with respect to the subscription for 181,818 Ordinary Shares.

The Subscription Agreement entered into on 30 July 2024 by and among the Company and Cordelia W. Robinson with respect to the subscription for 60,729 Ordinary Shares.

The Subscription Agreement entered into on 30 July 2024 by and among the Company and Paul Hart with respect to the subscription for 111,336 Ordinary Shares (equivalent to the aggregate principal amount of $275,000).

The Subscription Agreement entered into on 30 July 2024 by and among the Company and Shoaib Khan with respect to the subscription for 404,858 Ordinary Shares (equivalent to the aggregate principal amount of $1,000,000).

The Subscription Agreement entered into on 30 July 2024 by and among the Company and Todd Morgan Separate Trust DTD with respect to the subscription for 101,215 Ordinary Shares.

Private Placement Bonds Subscription Agreement dated 18 July 2024 between Captivision Korea Inc. and the individuals listed in Annex 1 thereto.

Private Placement Bonds Subscription Agreement dated 29 July 2024 between Captivision Korea Inc. and the individuals listed in Annex 1 thereto.

The Consulting Agreement entered into on 30 September 2024 between Captivision Korea Inc. and Houng Ki Kim.

All original Documents examined by us are authentic and complete.

All copy Documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete.

All signatures, seals, dates, stamps and markings (whether on original or copy Documents) are genuine.

The M&A are in full force and effect and have not been amended, varied, supplemented or revoked in any respect.

Each of the Certificate of Incorporation, the M&A, the Good Standing Certificate, the Director’s Certificate, and the Resolutions is accurate and complete as at the date of this opinion and will remain accurate and complete as at the date of the issuance of the Resale Securities. Without limiting the foregoing, all corporate authorisations in force on the date hereof in respect of the Company will remain in full force and effect on the date of the issuance of the Resale Securities.

Where a Document has been provided to us in draft or undated form, such Document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked to show changes from a previous draft, all such changes have been accurately marked.

There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Resale Securities are issued.

The English language translations of the Documents provided to us are accurate and complete translations of the original Documents, which are in the Korean language.

In authorising the issue and allotment of the Resale Securities, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her.

Any individuals who sign or have signed Documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to sign such Documents and give such information.

None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence, the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company.

There are no agreements, documents or arrangements (other than the Documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Registration Statement or the Documents or the transactions contemplated by any such Document or restrict the powers and authority of the Company in any way.

None of the transactions contemplated by the Registration Statement or the Documents relate to any partnership interests, shares, voting rights in a Cayman Islands company, limited liability company, limited liability partnership, limited partnership, foundation company, exempted limited partnership, or any other person that may be prescribed in regulations from time to time (a Legal Person) or to the ultimate effective control over the management of a Legal Person that are/is subject to a restrictions notice issued pursuant to the Beneficial Ownership Transparency Act (Revised) of the Cayman Islands.

The issued shares of the Company have been issued at an issue price in excess of the par value thereof and have been entered on the register of members of the Company as fully paid, and the Resale Securities shall be issued at an issue price in excess of the par value thereof.

No Resale Securities will be issued unless and until all required approvals (including shareholder approvals) required by the rules and regulations of the Nasdaq Stock Market LLC have been obtained. Any conditions to which such approvals are subject have been, and will continue to be, satisfied or waived by the parties entitled to the benefit of them.

The Documents have been duly approved and unconditionally delivered (to the extent applicable) by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

Each Document is legal, valid, binding and enforceable against all relevant parties in accordance with its terms under all relevant laws.

If an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction.

The Company is not a sovereign entity of any state and does not have sovereign immunity for the purposes of the UK State Immunity Act 1978 (which has been extended by statutory instrument to the Cayman Islands).

The Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court as at the time we conducted our investigation of such Register.

Under the Companies Act (Revised) of the Cayman Islands, annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

any current or pending litigation in the Cayman Islands against the Company; or

any application for the winding up or dissolution of the Company or the appointment of any liquidator or trustee in bankruptcy in respect of the Company or any of its assets,

We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder.

In this opinion the phrase “non-assessable” means, with respect to the Resale Securities, that a member of the Company shall not, solely by virtue of its status as a member of the Company, be liable for additional assessments or calls on the Resale Securities by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

A company, unit trust or exempted limited partnership that is a “private fund”, as such term is defined in the Private Funds Act (Revised), is prohibited from accepting capital contributions from investors in respect of investments until it is registered with the Cayman Islands Monetary Authority.