January 2, 2024 - SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

19,416,667 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

19,416,667 (1)

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Captivision Inc.

(Name of Issuer)

Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G18932106

(CUSIP Number)

Will Burns

Paul Hastings LLP

600 Travis St.

Suite 5800

Houston, TX 77002

(713) 860-7352

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 15, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: G18932106


1.		NAME OF REPORTING PERSON Jaguar Global Growth Partners I, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

The aggregate amount of ordinary shares, $0.0001 par value per share of the Issuer (the Common Stock) beneficially owned by the Reporting Persons is comprised of the following: (i) 7,466,667 shares of Common Stock that Jaguar Global Growth Partners I, LLC (the Sponsor) acquired from the Issuer on November 15, 2023 in connection with the transactions contemplated by that certain Business Combination Agreement, dated as of March 2, 2023 (as the same has been amended as of June 16, 2023, July 7, 2023, July 18, 2023 and September 7, 2023) among the Issuer and the other parties thereto, as more fully described in the Issuers Registration Statement on Form F-4 that was declared effective on September 13, 2023 (the Business Combination); and (ii) 11,950,000 shares of Common Stock underlying warrants that the Sponsor acquired from the Issuer on November 15, 2023 in connection with the Business Combination. JGG SPAC Holdings LLC (JGG) and HC Jaguar Partners I LLC (HC) are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. Gary R. Garrabrant and Thomas J. McDonald are the managing members of JGG. JGG is owned by Gary R. Garrabrant and Thomas J. McDonald. HC is owned by Thomas D. Hennessy and M. Joseph Beck. Mr. Garrabrant, Mr. McDonald, Mr. Hennessy and Mr. Beck share equally in the voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor.

(2)	Percent of class calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

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CUSIP No.: G18932106


1.		NAME OF REPORTING PERSON JGG SPAC Holdings LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

The aggregate amount of Common Stock beneficially owned by the Reporting Persons is comprised of the following: (i) 7,466,667 shares of Common Stock that the Sponsor acquired from the Issuer on November 15, 2023 in connection with the Business Combination; and (ii) 11,950,000 shares of Common Stock underlying warrants that the Sponsor acquired from the Issuer on November 15, 2023 in connection with the Business Combination. JGG and HC are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. Gary R. Garrabrant and Thomas J. McDonald are the managing members of JGG. JGG is owned by Gary R. Garrabrant and Thomas J. McDonald. HC is owned by Thomas D. Hennessy and M. Joseph Beck. Mr. Garrabrant, Mr. McDonald, Mr. Hennessy and Mr. Beck share equally in the voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor.

(2)	Percent of class calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

- 3 -

CUSIP No.: G18932106


1.		NAME OF REPORTING PERSON HC Jaguar Partners I LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

(2)	Percent of class calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

- 4 -

CUSIP No.: G18932106


1.		NAME OF REPORTING PERSON Gary R. Garrabrant
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

(2)	Percent of class calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

- 5 -

CUSIP No.: G18932106


1.		NAME OF REPORTING PERSON Thomas J. McDonald
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

(2)	Percent of class calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

- 6 -

CUSIP No.: G18932106


1.		NAME OF REPORTING PERSON Thomas D. Hennessy
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

(2)	Percent of class calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

- 7 -

CUSIP No.: G18932106


1.		NAME OF REPORTING PERSON M. Joseph Beck
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

(2)	Percent of class calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

- 8 -

ITEM 1.

Security and Issuer.

The securities to which this Schedule 13D relates are the ordinary shares, $0.0001 par value per share (Common Stock), of Captivision Inc., a Cayman Islands exempted company limited by shares (the Issuer). The principal executive offices of the Issuer are located at Unit 18B Nailsworth Mills Estate, Avening Road, Nailsworth, GL6 0BS, United Kingdom.

ITEM 2.

Identity and Background.

This Schedule 13D is being filed jointly by: Jaguar Global Growth Partners I, LLC, a Delaware limited liability company (the Sponsor); JGG SPAC Holdings LLC, a Delaware limited liability company (JGG); HC Jaguar Partners I LLC, a Delaware limited liability company (HC); Gary R. Garrabrant; Thomas J. McDonald; Thomas D. Hennessy, and M. Joseph Beck (collectively, the Reporting Persons). See Exhibit 99.1 to this Schedule 13D for their Joint Filing Agreement.

JGG and HC are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. Gary R. Garrabrant and Thomas J. McDonald are the managing members of JGG. JGG is owned by Gary R. Garrabrant and Thomas J. McDonald. HC is owned by Thomas D. Hennessy and M. Joseph Beck. Mr. Garrabrant, Mr. McDonald, Mr. Hennessy and Mr. Beck share equally in the voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor.

The address of the principal office of each of the Reporting Persons is 601 Brickell Key Drive, Suite 700, Miami, Florida 33131.

The principal business of the Sponsor, JGG and HG is to own securities in, and indirectly exercise control of, the Issuer.

Mr. Garrabrant is the Executive Chairman of the Issuer, whose principal address is Unit 18B Nailsworth Mills Estate, Avening Road, Nailsworth, GL6 0BS, United Kingdom. The Issuers principal business is digital media technology.

Mr. McDonald is Managing Partner of Jaguar Growth Partners, whose principal address is 601 Brickell Key Drive, Suite 700, Miami, Florida 33131. The principal business of Jaguar Growth Partners is investment management.

Mr. Hennessy is Managing Partner of Growth Strategies of Hennessy Capital Group, whose principal address is 195 US HWY 50, Zephyr Cove, NV 89448. The principal business of Hennessy Capital Group is alternative investment.

Mr. Beck is Managing Partner of Growth Strategies of Hennessy Capital Group, whose principal address is 195 US HWY 50, Zephyr Cove, NV 89448. The principal business of Hennessy Capital Group is alternative investment.

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

ITEM 3.

Source and Amount of Funds or Other Consideration.

On April 21, 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on behalf of the special purpose acquisition company predecessor (the SPAC) of the Issuer in consideration for an aggregate of 5,750,000 common shares. In July 2021, the Sponsor transferred an aggregate of 125,000 common shares to five of the SPACs directors and an aggregate of 75,000 common shares to one or more advisors. On January 27, 2022, the SPAC effected a share capitalization with respect to its common shares of 1,916,667 shares thereof, resulting in the Sponsor holding 7,466,667 shares of common stock of the SPAC. Simultaneously with the consummation of the SPACs initial public offering, the Sponsor completed the private placement of 12,450,000 warrants at a purchase price of $1.00 per warrant to the Sponsor.

- 9 -

In connection with the transactions contemplated by that certain Business Combination Agreement, dated as of March 2, 2023 (as the same has been amended as of June 16, 2023, July 7, 2023, July 18, 2023 and September 7, 2023) among the Issuer and the other parties thereto, as more fully described in the Issuers Registration Statement on Form F-4 that was declared effective on September 13, 2023 (the Business Combination), the securities in the SPAC held by the Sponsor were converted into 7,466,667 shares of Common Stock and 11,950,000 warrants to purchase Common Stock. The source of funds for such transactions was from the general funds available to the Sponsor, including through capital contributions from the other Reporting Persons.

ITEM 4.

Purpose of Transaction.

The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.

Mr. Garrabrant is the Executive Chairman of the Issuer. Accordingly, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons acquired the securities set forth in Item 5 for investment in the ordinary course of business because of their belief that the Issuer represents an attractive investment opportunity. The Reporting Persons may, from time to time, purchase or sell securities of the Issuer depending upon an ongoing evaluation of the investment in the Common Stock and the warrants, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.

Based on the transactions and relationships described herein, the Reporting Persons may be deemed to constitute a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filling of this Schedule 13D shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group, and the existence of any such group is expressly disclaimed.

ITEM 5.

Interest in Securities of the Issuer.

The information set forth in or incorporated by reference in Item 2, Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

(a) The aggregate amount of Common Stock beneficially owned by the Reporting Persons is comprised of the following: (i) 7,466,667 shares of Common Stock that the Sponsor acquired from the Issuer on November 15, 2023 in connection with the Business Combination; and (ii) 11,950,000 shares of Common Stock underlying warrants that the Sponsor acquired from the Issuer on November 15, 2023 in connection with the Business Combination. JGG and HC are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held of record by the Sponsor. Gary R. Garrabrant and Thomas J. McDonald are the managing members of JGG. JGG is owned by Gary R. Garrabrant and Thomas J. McDonald. HC is owned by Thomas D. Hennessy and M. Joseph Beck. Mr. Garrabrant, Mr. McDonald, Mr. Hennessy and Mr. Beck share equally in the voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor.

The percentage of the class is calculated based on an aggregate of 28,817,810 shares of Common Stock issued and outstanding as of November 15, 2023, plus 11,950,000 shares of Common Stock underlying the warrants held by the Sponsor.

(b)	Jaguar Global Growth Partners I, LLC:

(1) Sole Voting Power: 0