[6-K] Captivision Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Captivision Inc. (CAPT) reports that UHY LLP resigned as its independent registered public accounting firm effective 1 Aug 2025, prior to issuing any audit opinions. UHY cites no disagreements with the company on accounting principles, disclosures, or audit scope, and notes no reportable events under Reg S-K 304(a)(1)(v). UHY’s concurrence letter is filed as Exhibit 16.1.

The departure intensifies existing audit risk. On 15 Apr 2025 management declared that earlier financial statements were materially misstated and anticipated material weaknesses in internal control. Without a prompt replacement auditor, Captivision warns it may not file audited FY-2024 statements or the required restatements, creating compliance uncertainty with SEC and Nasdaq listing obligations. Extensive forward-looking statements reiterate financing, execution, and competitive risks.

Positive

• No disagreements or reportable events cited by the departing auditor, limiting immediate legal or accounting dispute exposure.

Negative

• Auditor resignation prior to any completed audit raises governance and credibility concerns.
• Previously disclosed material misstatements and expected material weaknesses remain unresolved.
• Uncertainty over timely FY-2024 audit and restatements risks SEC non-compliance and possible Nasdaq listing issues.

Insights

Audit & Risk Analyst

TL;DR: Auditor exit compounds prior misstatements, elevating compliance and funding risks for CAPT.

UHY’s resignation before any audit completion removes an essential gatekeeper at a time when Captivision must restate erroneous financials and remediate material weaknesses. Although UHY reported no disputes, the loss of auditor oversight increases uncertainty around the timing and credibility of FY-2024 results. Delays threaten SEC filing deadlines and Nasdaq listing requirements, which may restrict capital access. Overall impact is negative due to heightened governance and liquidity risk.

Corporate Governance Specialist

TL;DR: Governance red flag—board must secure new auditor quickly or face escalating stakeholder distrust.

The board’s inability to retain an auditor during a restatement process signals weakness in oversight. While the absence of formal disagreements limits immediate legal exposure, investors may question internal controls and leadership competence. Prompt auditor engagement, transparent remediation progress, and clear timelines for restated filings are critical to restoring confidence.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41869

Captivision Inc.

(Exact name of registrant as specified in its charter)

298-42 Chung-buk Chungang-ro Chung-buk,

Pyeong-taek, Gyounggi, Republic of Korea

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Resignation of Independent Registered Public Accounting Firm

On August 1, 2025, UHY, LLP (“UHY”) informed the Audit Committee of Captivision Inc.’s (the “Company”) Board of Directors that it was resigning as the Company’s independent registered public accounting firm, effective immediately. UHY was previously appointed by the Company on October 2, 2024, but had not yet completed an audit of any of the Company’s financial statements.

Though UHY never audited any of the Company’s financial statements, (i) there were no disagreements between the Company and UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of UHY, would have caused it to make reference thereto in its reports on the Company’s financial statements and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided a copy of the foregoing disclosure to UHY and requested that UHY furnish it with a letter addressed to the Securities and Exchange Commission stating whether UHY agrees with the above statements, as required by Item 304(a)(3) of Regulation S-K. A copy of UHY’s letter, dated August 7, 2025, is filed herewith as Exhibit 16.1.

As previously disclosed in a Form 6-K on April 15, 2025, management of the Company had preliminarily identified material misstatements in previously issued financial statements and concluded that such financial statements should no longer be relied upon. In addition, the Company expected to report one or more material weaknesses in internal control over financial reporting.

Unless the Company is able to appoint a replacement independent registered public accounting firm in a timely fashion, there is significant uncertainty regarding the Company’s ability to file its audited financial statements for the year ended December 31, 2024 and its restated prior period financial statements to correct the material misstatements.

Cautionary Note Regarding Forward-Looking Statements

This Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies, or expectations for the Company’s respective businesses. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 6-K, words such as “believe”, “can”, “continue”, “expect”, “forecast”, “may”, “plan”, “project”, “should”, “will” or the negative of such terms, and similar expressions, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The risks and uncertainties include, but are not limited to: (1) the ability to raise financing in the future and to comply with restrictive covenants related to indebtedness; (2) the ability to realize the benefits expected from the business combination and the Company’s strategic direction; (3) the significant market adoption, demand and opportunities in the construction and digital out of home media industries for the Company’s products; (4) the ability to maintain the listing of the Company’s ordinary shares and warrants on Nasdaq; (5) the ability of the Company to remain competitive in the fourth generation architectural media glass industry in the face of future technological innovations; (6) the ability of the Company to execute its international expansion strategy; (7) the ability of the Company to protect its intellectual property rights; (8) the profitability of the Company’s larger projects, which are subject to protracted sales cycles; (9) whether the raw materials, components, finished goods, and services used by the Company to manufacture its products will continue to be available and will not be subject to significant price increases; (10) the IT, vertical real estate, and large format wallscape modified regulatory restrictions or building codes; (11) the ability of the Company’s manufacturing facilities to meet their projected manufacturing costs and production capacity; (12) the future financial performance of the Company; (13) the emergence of new technologies and the response of the Company’s customer base to those technologies; (14) the ability of the Company to retain or recruit, or to effect changes required in, its officers, key employees, or directors; (15) the ability of the Company to

comply with laws and regulations applicable to its business; and (16) other risks and uncertainties set forth under the section of the Company’s Annual Report on Form 20-F entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this Form 6-K and the Company’s management team’s current expectations, forecasts, and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of the Company and its directors, officers, and affiliates. Accordingly, forward-looking statements should not be relied upon as representing the Company management team’s views as of any subsequent date. The Company does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

The information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter of UHY, LLP dated August 7, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Captivision Inc.
By:		/s/ Gary R. Garrabrant
Name:		Gary R. Garrabrant
Title:		Chief Executive Officer

Date: August 7, 2025

FAQ

Why did UHY LLP resign as CAPT's auditor?

The filing does not state a specific reason; UHY simply notified the board of its resignation effective 1 Aug 2025.

Were there disagreements between Captivision and UHY?

No. The company reports no disagreements on accounting principles, disclosures, or audit scope and no reportable events.

How does the resignation affect CAPT's FY-2024 financial statements?

Without a new auditor, CAPT may be unable to file audited FY-2024 results or restate prior periods, risking compliance deadlines.

What prior issues has Captivision disclosed?

On 15 Apr 2025 management identified material misstatements and anticipated material weaknesses in internal control over financial reporting.

Could Captivision face delisting from Nasdaq?

The company warns that filing delays may jeopardize Nasdaq listing maintenance, adding to financial and reputational risk.