Corporate Governance - The board of directors currently consists of seven members, with staggered terms expiring in 2024, 2025, and 2026[1182][1198]. - The company intends to rely on Cayman Islands corporate governance practices instead of Nasdaq rules, particularly regarding proxy solicitation[1183]. - The board of directors has determined that five out of seven directors qualify as independent under Nasdaq standards[1202]. - The board of directors has determined that both Michael Berman and Craig Hatkoff are audit committee financial experts as defined by SEC rules[1236]. - The company has established procedures for the receipt and treatment of complaints regarding accounting and auditing matters[1231]. - The company has a governance structure in place to oversee the performance and compensation of its Principal Executive Officer[1230]. Compensation Policies - The company adopted an Executive Compensation Recovery Policy on December 21, 2023, to recover incentive-based compensation in case of financial restatements[1195]. - The company has established a Clawback Policy in compliance with new Nasdaq listing standards to recover erroneously awarded compensation[1195]. - The company intends to follow home country practices regarding equity compensation arrangements as permitted by Cayman Islands law[1233]. - The company is authorized to issue securities without shareholder approval in accordance with its articles of association[1233]. Financial Obligations - As of December 31, 2023, Captivision Korea had an outstanding credit agreement of $96,382, equivalent to W88,195,396, including accrued interest[1217]. - G-SMATT Europe had an aggregate outstanding loan of $1,273,324, equivalent to £1,004,000, as of December 31, 2023, which is overdue[1220]. - The company has entered into multiple loan agreements with G-SMATT Europe, with an aggregate outstanding amount of $220,695.22 as of December 31, 2023[1219]. Risk Management - The company is not subject to selective disclosure rules under Regulation Fair Disclosure as a foreign private issuer[1201]. - The company has a significant international presence, which exposes it to currency exchange rate risks that could adversely impact revenue, expenses, margins, and profit[834]. - Management performs ongoing credit evaluations of customers' financial conditions, maintaining an allowance for credit losses based on expected collectibility of trade receivables[836]. - Inflationary conditions throughout 2023 have materially impacted the global economy, particularly affecting the construction industry where the company's main clients are located[836]. - The company did not use any derivative financial instruments to hedge certain risk exposures, focusing instead on minimizing potential adverse effects on financial performance[833]. - The maximum credit risk exposure is represented by all financial assets recognized in the financial statements, primarily related to trade and other receivables[836]. Business Agreements - The Captivision Korea Support Agreement was executed to facilitate the Business Combination Agreement, with former shareholders agreeing to vote in favor of the transaction[1214].
Captivision(CAPT) - 2023 Q4 - Annual Report