Captivision Business Combination Overview
BUSINESS COMBINATION OVERVIEW
ILLUSTRATIVE SPAC IPO TRANSACTION FRAMEWORK
($ in millions)
Pro Forma Valuation
Sources
Share Price ($ per share) 4
$10.60
GLAAM Shares (Rollover Equity)
$187
63%
Shares Outstanding (million)
35.3
Estimated JGGC SPAC Cash in Trust¹
108
37%
Equity Value
$375
Total Sources
$295
100%
Less: Transaction Cash to Balance Sheet
(59)
Uses
Plus: Minority Interests5
2
Plus: Debt
7
Equity Consideration to GLAAM
$187
63%
Enterprise Value
$325
Cash to Balance Sheet (Primary Growth Capital)
59
20%
Estimated Transaction Fees & Expenses²
Debt Paydown³
Total Uses
30
10%
19
7%
16.3%
$295
100%
1. Assumes no further redemptions by JGGC's existing public shareholders and continued interest accrual through
closing, equating to ~$10.74/share.
2.
Includes banker fees, JGGC expenses and GLAAM expenses.
3.
4.
JGGC assumes ~$19 million of current corporate debt paid down at close, per management presentation.
Fixed at $10.60 per terms of the BCA.
5.
6.
7.
GLAAM owns 80.6% of G-Smatt Europe ("GSE") and 54.6% of G-Smatt America ("GSA") and therefore consolidates
these entities. To calculate the enterprise value of GLAAM, the estimated FMV of these minority interests not owned
by GLAAM are included.
Pro Forma Existing Shareholders share count calculated based on Share Consideration of $186.6 million and a price
per share of $10.60.
JGGC SPAC Investors and Sponsor share count is fixed based on the full existing share count of 10.1 million public
shares, ~1.92 million shares issuable upon conversion of JGGC rights, and 5.75 million shares for the SPAC Investors
and SPAC Sponsor, respectively. Pro Forma share count excludes SPAC Public and Private Warrants, SPAC Sponsor
Earnout, the Seller Earnout, and certain other convertible securities.
GLAAM
33.9%
PRIVATE AND CONFIDENTIAL // 40
Pro Forma Ownership Structure 6,7
49.8%
■ GLAAM Shareholders
■ JGGC Public Shareholders
■ JGGC Sponsor
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