Captivision Business Combination Overview slide image

Captivision Business Combination Overview

RISK FACTORS . Each of Jaguar and GLAAM will incur significant transaction costs in connection with the proposed Business Combination. Risk Factors Related to the SPAC and the Business Combination . • • The proposed Business Combination may not be completed in a timely manner, or at all, which may adversely affect the price of Jaguar's securities. The proposed Business Combination may not be completed by Jaguar's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Jaguar. If the proposed Business Combination is not completed by Jaguar's business combination deadline, as such date may be further extended, Jaguar would cease all operations except for the purpose of winding up and would redeem its ordinary shares and liquidate the trust account, in which case its public shareholders may only receive approximately $10.00 per share, and its warrants will expire worthless. The failure to satisfy the conditions to the consummation of the proposed Business Combination, including the adoption of the business combination agreement by the respective shareholders of Jaguar and GLAAM and the receipt of certain governmental and regulatory approvals. The occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement. • The inability to complete any financing transactions in connection with the proposed Business Combination. . • • . . • • The effect of the announcement or pendency of the proposed Business Combination on GLAAM's business relationships, performance, and business generally. The risk that the proposed Business Combination disrupts current plans and operations of GLAAM as a result. The outcome of any legal proceedings that may be instituted against GLAAM, Jaguar or others related to the business combination agreement or the proposed Business Combination. Failure to realize the anticipated benefits of the proposed Business Combination. There can be no assurance that the combined company's securities will be approved for listing on the Nasdaq Stock Market LLC ("Nasdaq") or that the combined company will be able to comply with the continued listing standards of Nasdaq. The risk that the price of Jaguar's securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which GLAAM operates, variations in performance across competitors, changes in laws and regulations affecting GLAAM's business and the ability of GLAAM and the combined company to retain its management and key employees. The inability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, gauge and adapt to industry or market trends and changing consumer preferences, and identify and realize additional opportunities. The risk of adverse or changing economic conditions, including the impact of pricing and other actions by GLAAM's competitors. The impact of governmental trade restrictions, including adverse governmental regulation that may impact GLAAM's ability to access certain markets or continue to operate in certain markets. The risk that GLAAM and its current and future clients and business partners have access to sufficient liquidity to fund their operations. The risk that GLAAM will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all. The risk that the combined company experiences difficulties in managing its growth and expanding operations. There is no assurance that a shareholder's decision whether to redeem its share for a pro rata portion of Jaguar's trust account will put the shareholder in a better future economic position. Directors of Jaguar have potential conflicts of interest in recommending that Jaguar's shareholders vote in favor of the adoption of the proposed Business Combination. GLAAM PRIVATE AND CONFIDENTIAL // 50 0 CAPTIVISION
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