Captivision Business Combination Overview
DISCLAIMER (CONT.)
Many actual events and circumstances are beyond the control of New PubCo, Jaguar and the Company. Some important factors that could cause actual results to differ materially from those in any forward-looking
statements could include changes in domestic and foreign business, market, financial, political and legal conditions. These forward-looking statements are subject to a number of risks and uncertainties, including
the risks presented elsewhere herein. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. You
should also carefully consider the risk factors presented elsewhere herein along with the risks and uncertainties described in the "Risk Factors" section of New PubCo's registration statement on Form F-4, Jaguar's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Jaguar and/or New PubCo from time to time with the U.S. Securities and Exchange Commission (the "SEC"). There may be
additional risks that none of Jaguar, the Company or New PubCo presently know or that Jaguar, the Company and New PubCo currently believe are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements.
You are cautioned not to place undue reliance upon any forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made, based on information available as of the date
of this Presentation, and such information may be inaccurate or incomplete. Jaguar, the Company and New PubCo undertake no obligation to publicly update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise, except as required by law. Information regarding performance by, or businesses associated with, the Company's management team or businesses associated
with them is presented for informational purposes only. Past performance by the Company's management team and its affiliates is not a guarantee of future performance. Therefore, you should not rely on the
historical record of the performance of the Company's management team or businesses associated with them as indicative of the Company's or New PubCo's future performance of an investment or the returns the
Company or New PubCo will, or is likely to, generate going forward.
Use of Projections
This Presentation contains projected financial information with respect to the Company. The Company's independent auditors have not studied, reviewed, compiled or performed any procedures with respect to the
projections for the purpose of their inclusion in this Presentation, and accordingly, no independent auditor has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of
this Presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the projected
financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from
those contained in the projected financial information. Projections are inherently uncertain due to a number of factors outside of Jaguar's, the Company's and New PubCo's control. While all financial projections,
estimates and targets are necessarily speculative, Jaguar, the Company and New PubCo believe that the preparation of projected financial information involves increasingly higher levels of uncertainty the further
out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the projected results are indicative of future performance or that actual results will not differ
materially from those presented in the projected financial information. Inclusion of the projected financial information in this Presentation should not be regarded as a representation by any person that the results
contained in the projected financial information will be achieved.
Presentation of Financial Data
Certain financial information and data contained in this Presentation has not been audited in accordance with Public Company Accounting Oversight Board ("PCAOB") standards and may not conform to Regulation
S-X promulgated by the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in any proxy statement, prospectus or other report or document
filed or furnished or to be filed or furnished with the SEC by Jaguar, the Company and/or New PubCo through which the Potential Business Combination will be consummated.
Certain historical financial data and financial forecast information of the Company included in this Presentation has been based on the Company's audited financial statements for the years ended December 31,
2020 and 2019, in accordance with Korean International Financial Reporting Standards ("IFRS") as adopted by the Korean Accounting Standards Board, but such financial data has not been, and will not be, audited
in accordance with PCAOB standards and may deviate from financial information audited in accordance with PCAOB standards. In addition, certain other financial data of the Company included in this
Presentation is based on the Company's internal management accounts that have not been reviewed or audited and are subject to further review and updates.
Statement Regarding Non IFRS Financial Measures
Certain financial measures in this Presentation, namely EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin, are not calculated pursuant to U.S. Generally Accepted Accounting Principles
("GAAP") or IFRS. These non-IFRS financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with GAAP or IFRS. There are a number
of limitations related to the use of these non-IFRS financial measures as compared to their nearest GAAP or IFRS equivalents. For example, other companies may calculate non-IFRS financial measures differently
or may use other measures to evaluate their performance, all of which could reduce the usefulness of the non-IFRS financial measures herein as tools for comparison. You should review each of Jaguar's and the
Company's audited financial statements in accordance with GAAP or IFRS and should not rely on any single financial measure as part of your evaluation.
GLAAM
PRIVATE AND CONFIDENTIAL // 3
â—‰CAPTIVISIONView entire presentation