UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~February 2025

Commission File Number: 001-41869

Captivision Inc.

(Exact name of registrant as specified in its charter)

298-42 Chung-buk Chungang-ro Chung-buk,

Pyeong-taek, Gyounggi, Republic of Korea

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

~~Notice~~Amendment ofto ~~Non-Compliance~~Share ~~with~~Purchase ~~Nasdaq Listing Standards~~ Agreement

On ~~January~~February 224, 2025, Captivision Inc. (the “Company”), entered ~~received~~into aAmendment ~~written~~No. ~~notice~~1 (the “~~Notice~~Amendment”) ~~from~~to the ~~Listing~~Share ~~Qualifications~~Purchase ~~department~~Agreement ofdated ~~The Nasdaq~~June ~~Stock~~12, ~~Market~~2024 ~~LLC~~ (the “~~Nasdaq~~SPA”), between ~~stating that~~ the Company ~~was~~and ~~not~~New inCircle ~~compliance~~Principal ~~with~~Investments ~~the~~LLC ~~requirement~~(“New ~~to maintain a minimum closing bid price of $1~~Circle”).00 ~~per~~Prior ~~share,~~to ~~as set forth in Nasdaq Listing Rule 5450(a)(1) (~~the ~~“Bid Price Requirement”)~~Amendment, ~~because the~~New ~~closing~~Circle ~~bid~~was ~~price~~not ofobligated to ~~the~~purchase ~~Company’s~~ ordinary shares, par value $0.0001 ~~(the~~per share (“Ordinary Shares”), ~~was~~from ~~below~~the ~~$1.00~~Company ~~per share~~to ~~for~~the 30extent ~~consecutive~~such ~~business~~purchase would ~~days.~~result ~~The~~in ~~Notice~~New isCircle ~~only~~beneficially aowning ~~notification~~more ofthan ~~deficiency,~~4.99% ~~not~~ of ~~imminent delisting, and has no current effect on~~ the ~~listing~~then oroutstanding ~~trading~~number of ~~the~~Ordinary ~~Company’s~~Shares ~~securities on~~ (the ~~Nasdaq~~“Beneficial Ownership ~~Global Market~~Limitation”). The ~~Notice~~Amendment isamends inthe ~~addition~~SPA to ~~the~~(i) ~~previously disclosed~~increase ~~written notice received on December 3, 2024, notifying~~ the ~~Company~~Beneficial ~~that~~Ownership itLimitation ~~was~~from ~~not~~4.99% ~~in compliance with the requirement~~ to ~~maintain~~9.99% and a(ii) ~~minimum~~update ~~Market~~for ~~Value~~technical ofamendments ~~Listed~~to ~~Securities~~the ofpricing ~~$50 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(A)~~mechanics.

InThe ~~accordance~~foregoing ~~with~~is ~~Nasdaq Listing~~a ~~Rule~~brief ~~5810(c)(3)(A),~~description ~~the Company has 180 calendar days from the date~~ of the ~~Notice, or until July 21, 2025 (the “Compliance~~Amendment ~~Date”),~~and tois ~~regain~~qualified ~~compliance~~in ~~with~~its ~~the~~entirety ~~Bid~~by ~~Price~~reference ~~Requirement. During this period, the Ordinary Shares will continue~~ to ~~trade on~~ the ~~Nasdaq~~ ~~Global~~full ~~Market.~~text ~~If at any time before the Compliance Date, the bid price~~ of the ~~Ordinary Shares closes at or above $1.00 per share for a minimum of ten consecutive business days~~Amendment, ~~Nasdaq~~attached ~~will~~hereto ~~provide~~as ~~written~~Exhibit ~~confirmation that the Company has achieved compliance with the Bid Price Requirement and the matter will be closed~~99.1.

In the event the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the Bid Price Requirement, and transfer its listing to the Nasdaq Capital Market. The Company would also be required to provide written notice of its intent to cure the deficiency during this second compliance period.

If the Company does not regain compliance with the Bid Price Requirement within the compliance period granted by Nasdaq, including any extensions, Nasdaq will provide written notification to the Company that its Ordinary Shares will be subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal the delisting determination to a Nasdaq Hearings Panel. In such event, there can be no assurance that such an appeal would be successful.

The Company intends to actively monitor the closing bid price of its Ordinary Shares and will evaluate available options to regain compliance with the Bid Price Requirement, including, but not limited to implementing a reverse stock split of the Ordinary Shares, if necessary. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement or maintain compliance with the Nasdaq listing standards.

Cautionary Note Regarding Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies, or expectations for the Company’s respective businesses. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 6-K, words such as “believe”, “can”, “continue”, “expect”, “forecast”, “may”, “plan”, “project”, “should”, “will” or the negative of such terms, and similar expressions, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The risks and uncertainties include, but are not limited to: (1) the ability to raise financing in the future and to comply with restrictive covenants related to indebtedness; (2) the ability to realize the benefits expected from the business combination and the Company’s strategic direction; (3) the significant market adoption, demand and opportunities in the construction and digital out of home media industries for the Company’s products; (4) the ability to maintain the listing of the Company’s ordinary shares and warrants on Nasdaq; (5) the ability of the Company to remain competitive in the fourth generation architectural media glass industry in the face of future technological innovations; (6) the ability of the Company to execute its international expansion strategy; (7) the ability of the Company to protect its intellectual property rights; (8) the profitability of the Company’s larger projects, which are subject to protracted sales cycles; (9) whether the raw materials, components, finished goods, and services used by the Company to manufacture its products will continue to be available and will not be subject to significant price increases; (10) the IT, vertical real estate, and large format wallscape modified regulatory restrictions or building codes; (11) the ability of the Company’s manufacturing facilities to meet their projected manufacturing costs and production capacity; (12) the future financial performance of the Company; (13) the emergence of new technologies and the response of the Company’s customer base to those technologies; (14) the ability of the Company to retain or recruit, or to effect changes required in, its officers, key employees, or directors; (15) the ability of the Company to comply with laws and regulations applicable to its business; and (16) other risks and uncertainties set forth under the section of the Company’s Annual Report on Form 20-F entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this Form 6-K and the Company’s management team’s current expectations, forecasts, and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers, and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company management team’s views as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws. These forward-looking statements are based on information available as of the date of this Form 6-K and the Company’s management team’s current expectations, forecasts, and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers, and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company management team’s views as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

The information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

2EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Amendment No. 1 to Share Purchase Agreement, dated February 4, 2025, between Captivision Inc. and New Circle Principal Investments LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~ hereunto duly authorized.

Captivision Inc. By: /s/ Gary R. Garrabrant Name: Gary R. Garrabrant Title: Chief Executive Officer

	CAPTIVISION INC.

Date: February 5, 2025	By:	/s/ Gary R. Garrabrant
		Gary R. Garrabrant
		Chairman and CEO

~~Date: January 23, 2025~~2

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