Captivision Business Combination Overview
DISCLAIMER (CONT.)
EBITDA and EBITDA Margin are presented for 2019A and 2020A. The Company defines EBITDA as net income before interest, taxes, depreciation and amortization. The Company defines EBITDA Margin as EBITDA
divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margin are presented for 2021A and 2022A. The Company defines Adjusted EBITDA for such periods as net loss before depreciation and amortization, finance
income, finance cost, other income, other expense, corporate income tax benefit, bad debt expense, employee share compensation cost, inventory disposal, and litigation costs, adjusted for (i) certain non-recurring,
infrequent, or unusual items that management believes do not reflect the Company's core operating performance and (ii) certain items that may be recurring, frequent or usual, but that do not reflect the Company's core
operating performance and do not and will not require cash settlement. The Company defines Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. Please see slide 49 for reconciliations to the nearest IFRS
measures. The Company also presents projections of EBITDA and EBITDA Margin for 2023, 2024 and 2025.
The Company believes EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin are useful for investors to use in comparing our financial performance to other companies and from period to period.
Each of these non-IFRS measures have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of the Company's results as reported under IFRS. For example,
although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash capital expenditure requirements for such
replacements or for new asset acquisitions. In addition, Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense
for the Company's business and an important part of the Company's compensation strategy. EBITDA and Adjusted EBITDA also do not reflect changes in, or cash requirements for, the Company's working capital needs;
interest expense, or the cash requirements necessary to service interest or principal payments on its debt, which reduces the cash available to it; or tax payments that may represent a reduction in cash available to the
Company.
This Presentation also includes certain projections of non-IFRS measures. Due to the high variability, uncertainty and inherent difficulty of making accurate forecasts and projections, including predicting the
occurrence and financial impact of certain adjustments, and the periods in which such adjustments may be recognized, the Company is unable to quantify certain amounts that would be required to be included in the
most directly comparable IFRS financial measures without unreasonable effort. Consequently, the Company is not providing a reconciliation of its projected or forward-looking non-GAAP measures to the most directly
comparable measure prepared in accordance with IFRS. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
Trademarks
Jaguar and the Company own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation may also contain
trademarks, service marks, trade names and copyrights of third-parties, which are the property of their respective owners. The use or display of third-parties' trademarks, service marks, trade names or products in this
Presentation is not intended to, and does not imply, a relationship with Jaguar or the Company, or an endorsement or sponsorship by or of Jaguar or the Company. Solely for convenience, the trademarks, service marks,
trade names and copyrights referred to in this Presentation may appear without the TM, SM, * or © symbols, but such references are not intended to indicate in any way that Jaguar or the Company will not assert to the
fullest extent under applicable law their respective rights or the rights of the applicable licensor(s) to these trademarks, service marks, trade names and copyrights.
Additional Information
In connection with the Potential Business Combination described herein, New PubCo has filed a registration statement on Form F-4 (File No. 333-271649) (the "Registration Statement") with the SEC as amended, which
includes a document that serves as a joint preliminary prospectus and proxy statement, referred to as a preliminary proxy statement/prospectus. A definitive proxy statement/prospectus will be sent to all Jaguar
shareholders after the Registration Statement becomes effective. Jaguar and New PubCo have filed and will also file other documents regarding the Potential Business Combination with the SEC. This Presentation does
not contain all the information that should be considered concerning the Potential Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the
Business Combination. Before making any voting or investment decision, investors, security holders of the Company, Jaguar, and other interested persons are urged to read the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Potential Business Combination as they become available because they will contain important
information about the Potential Business Combination.
Investors and security holders will be able to obtain free copies of the Registration Statement and all other relevant documents filed or that will be filed with the SEC by Jaguar, the Company and/or New PubCo through
the website maintained by the SEC at www.sec.gov. The documents filed by Jaguar, the Company and New PubCo with the SEC also may be obtained free of charge upon written request to Jaguar at Jaguar Global
Growth Corporation I, 601 Brickell Key Drive, Suite 700, Miami, FL 33131.
Participants in the Solicitation
Jaguar, the Company, New PubCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Jaguar's shareholders in connection with the Potential
Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Potential Business Combination and their ownership of Jaguar's securities are, or will
be, contained in Jaguar's filings with the SEC, and such information and names of the Company's directors and executive officers are also in the Registration Statement, which will include the proxy statement of
Jaguar.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
GLAAM
PRIVATE AND CONFIDENTIAL // 4
C CAPTIVISIONView entire presentation