6-K - TNMG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACTOF 1934

For the month of December, 2024.

Commission File Number 333-280161

TNL Mediagene

23-2 Maruyamacho	4F., No. 88, Yanchang Rd.
Shibuya-ku, Tokyo 150-0044	Xinyi District
Japan	Taipei City 110
+81-(0)3-5784-6742	Taiwan
	+866-2-6638-5108
(Address of principal executive offices)

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 ☐

Explanatory Note

This Report on Form 6-K is being filed by TNL Mediagene (the “Company”) to provide additional information regarding (i) closing of the previously announced business combination (the “Business Combination”) among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“Blue Ocean”), the Company, and TNLMG, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“TNLMG”); (ii) entering into an amendment to a material agreement in connection with the Business Combination; and (iii) the Company’s election of home country rule exemption from certain requirements of Nasdaq, each as described in the Registration Statement on Form F-4 (Registration No. 333-280161) (as amended, the “Registration Statement”), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 6, 2024. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement.

This Report on Form 6-K is incorporated by reference into the Registration Statement on Form F-4 (File No. 333-280161), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Announcement of Completion of the Business Combination

On December 5, 2024, the Company issued a joint press release with Blue Ocean to announce the completion of the Business Combination and that the ordinary shares of the Company are to begin trading on the Nasdaq Capital Market on December 6, 2024.

A copy of the press release is attached as Exhibit 99.1 to this current report on Form 6-K and is incorporated by reference herein.

Entry into a Material Definitive Agreement

In connection with the Business Combination, on December 4, 2024, the Company, Blue Ocean and Blue Ocean Sponsor LLC (the “Sponsor”) entered into a second amendment to that certain amended and restated letter agreement, dated June 6, 2023 and amended on October 23, 2024, by and among Blue Ocean, the Sponsor, Apollo SPAC Fund I, L.P., Apollo Credit Strategies Master Fund Ltd., and certain members of Blue Ocean’s board of directors, management team and advisory board and certain other shareholders of Blue Ocean (as amended, the “Amended Letter Agreement”) to provide that the Sponsor shall, at the closing of the Business Combination (“Closing”), forfeit (i) 2,208,859 Founder Shares (as defined in the Amended Letter Agreement) and (ii) 50% of the Private Placement Warrants (as defined in the Amended Letter Agreement) held by the Sponsor immediately prior to the Closing, subject, in each case, to certain adjustments provided for in the Amended Letter Agreement provided that the number of Founder Shares and Private Placement Warrants to be forfeited by the Sponsor shall additionally be adjusted by (x) multiplying (A) each of the 2,208,859 Founder Shares and the number of Private Placement Warrants equal to 50% of the Private Placement Warrants held by Sponsor immediately prior to Closing pursuant to subclause (ii) by (B) the Forfeiture Ratio (as defined in the Amended Letter Agreement) and (y) subtracting 150,000 Founder Shares from the result of subpart (x) of this sentence, the result of which, for the avoidance of doubt, shall be 2,017,332 Founder Shares.

The foregoing description is qualified in its entirety by reference to the Amended Letter Agreement, a copy of which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Home Country Rule Exemption

The Company hereby clarifies the home country rule exemption disclosure included in the Registration Statement.

Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615, the board of directors of the Company has elected to follow the Company’s home country rules for exemption from the requirements as follows:

(i) Nasdaq Listing Rule 5605(b)(1), which requires that at least a majority of a listed company’s board of directors be independent directors;

(ii) Nasdaq Rule 5605(b)(2), which requires that independent directors regularly meet in executive sessions where only independent directors are present;

(iii) Nasdaq Rule 5605(d)(2), which requires that each of the members of the Compensation Committee be independent directors;

(iv) Nasdaq Rule 5606(e)(1), which requires that director nominees must be selected, or recommended for the board of directors’ selection, either by independent directors constituting a majority of the board of directors’ independent directors in a vote in which only independent directors participate, or a nominations committee comprised solely of independent directors.

Other than those described above, there are no significant differences between the Company’s corporate governance practices and those followed by U.S. domestic companies under Nasdaq Capital Market corporate governance listing standards as of the date of this current report on Form 6-K. See “Risk Factors”, “TNL Mediagene’s Management’s Discussion and Analysis of Financial Conditionsand Results of Operations—Foreign Private Issuer Status” and “Management Following the Merger—Committeesof the Board” in the Registration Statement.

Exhibit No.	Description of Exhibits
99.1	Joint Press Release
99.2	Amendment No. 2 to the Amended and Restated Letter Agreement, dated as of December 4, 2024, among Blue Ocean Acquisition Corp, Blue Ocean Sponsor LLC and TNL Mediagene

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.

	TNL Mediagene.
Date: December 5, 2024	By:	/s/ Tzu-Wei Chung
		Name:	Tzu-Wei Chung
		Title:	Chief Executive Officer

Exhibit 99.1

PRESS RELEASE

TNL Mediagene Completes Merger, Lists on NASDAQTokyo and Taipei-based Media Group Brings in New Board and Investors,

Announces Partnership with WOWOW

TOKYO/TAIPEI - December 6, 2024 – TNL Mediagene, Asia’s next-generation digital-media and data group, today announced the completion of its previously announced merger with Blue Ocean Acquisition Corp (the “Business Combination”), and will become one of the first Asian media companies trading on NASDAQ under the ticker symbol TNMG, commencing on December 6, 2024 Eastern Time.

The media, technology and digital studio group publishes 22 media brands in Japan and Taiwan and other Asian markets, reaching upwards of 40 million unique users a month across its business, news, technology, sports and lifestyle content categories. Among its market-leading brands are Business Insider Japan, The News Lens, INSIDE, Roomie, Gizmodo Japan, Digiday Japan, and Sports Vision. The company also operates proprietary advertising networks and data products for marketers and produces B2B and B2C sponsored events.

“We are excited to become one of Asia’s first digital-media groups to list on the U.S. market,” TNL Mediagene Chief Executive and Co-Founder Joey Chung said. “This is an important day in our ambitions to become the go-to digital-media and technology company for consumers, advertisers and data partners in Asia’s fast-growing markets.”

TNL Mediagene became one of Asia’s top media companies when it was formed by the 2023 combination of Taiwan’s TNL Group and Japan’s Mediagene, well-known and innovative companies that publish ad- and subscription-supported products serving digital- and mobile-first users in two of the region’s wealthiest markets. The combined company has offices in Tokyo, Taipei, and Kyoto, with its main technology development team in Taipei.

The company has partnerships with a number of global media groups, including publishers Ziff Davis and Axel Springer and advertising group Hakuhodo. It is also developing a new partnership with the Japanese digital entertainment group WOWOW.

“We had a clear vision of how to build a trusted stable of high-quality brands,” said Motoko Imada, TNL Mediagene President and Co-Founder, who has pioneered the model of licensing and adapting global digital brands for Asian markets. “There are so many exciting growth opportunities in this region, but we want to be a global player.”

TNL Mediagene’s new board of directors reflects that ambition. Board members will include Lauren Zalaznick, a former executive vice president of NBC Universal; Marcus Brauchli, managing director of North Base Media and former top editor of The Wall Street Journal and the Washington Post; Takako Masai, director and chair of SBI Financial and Economic Research Institute and former member of the Bank of Japan’s Policy Board; and Priscilla Han, chief investment officer of Reapra, a venture capital firm.

Advisors

Morrison & Foerster LLP acted as legal advisor to TNL Mediagene, and Sidley Austin LLP acted as legal advisor to Blue Ocean Acquisition Corp (“Blue Ocean”). Walkers acted as Cayman legal advisor to TNL Mediagene, and the Maples Group acted as Cayman legal advisor to Blue Ocean. Needham & Company served as financial advisor to Blue Ocean.

About TNL Mediagene

TNL Mediagene, a Cayman Islands-registered company, is the product of the May 2023 merger of Taiwan’s The News Lens Co. and Japan’s Mediagene Inc., two leading, independent digital-media groups. Its business includes original and licensed media brands in Chinese, Japanese and English, across a range of subjects, including news, business, technology, science, food, sports and lifestyle; AI-powered advertising and marketing technology platforms in demand by agencies; and e-commerce and creative solutions. It takes pride in its political neutrality, its reach with younger audiences, and its quality. The company has 550 employees across Asia, with offices in Japan, Taiwan and Hong Kong.

https://www.tnlmediagene.com/

About Blue Ocean Acquisition Corp

Blue Ocean Acquisition Corp, a Cayman Islands exempted company, was a Nasdaq-listed special-purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business or entities. It was founded by an affiliate of North Base Media (NBM), a global venture-capital firm focused on media. NBM is a small, minority shareholder of TNL Mediagene.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the parties or the parties’ respective management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including the anticipated benefits of the Business Combination, including revenue growth and financial performance, product expansion and services, and the financial condition, results of operations, earnings outlook and prospects of TNL Mediagene, including, in all cases, statements for the period following the consummation of the Business Combination. Any statements contained herein that are not statements of historical fact are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on the current expectations and beliefs of the management of TNL Mediagene in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effects on TNL Mediagene as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting TNL Mediagene will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those discussed and identified in the public filings made or to be made with the U.S. Securities and Exchange Commission (the “SEC”) by Blue Ocean, including in the final prospectus relating to Blue Ocean’s initial public offering, which was filed with the SEC on December 7, 2021 under the heading “Risk Factors,” or made or to be made by Blue Ocean or TNL Mediagene, including in the registration statement on F-4, which was filed in connection with the Business Combination and has been declared effective by the SEC on November 6, 2024, and the definitive proxy statement/prospectus relating to the Business Combination which was mailed to the Blue Ocean shareholders. These risks and uncertainties include: expectations regarding TNL Mediagene’s strategies and future financial performance, including its future business plans, expansion and acquisition plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, product and service acceptance, market trends, liquidity, cash flows and uses of cash, capital expenditures, and TNL Mediagene’s ability to invest in growth initiatives; the implementation, market acceptance and success of TNL Mediagene’s business model and growth strategy; TNL Mediagene’s future capital requirements and sources and uses of cash; that TNL Mediagene will have sufficient capital upon consummation of the Business Combination to operate as anticipated; TNL Mediagene’s ability to obtain funding for its operations and future growth; developments and projections relating to TNL Mediagene’s competitors and industry; the outcome of any legal proceedings that may be instituted against TNL Mediagene or Blue Ocean following the closing of the Business Combination; the risk that the consummation of the proposed Business Combination disrupts TNL Mediagene’s current plans; the ability to recognize the anticipated benefits of the Business Combination; unexpected costs related to the proposed Business Combination; limited liquidity and trading of TNL Mediagene’s securities; geopolitical risk and changes in applicable laws or regulations; the possibility that TNL Mediagene may be adversely affected by other economic, business, and/or competitive factors; and operational risk. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All forward-looking statements in this press release are made as of the date hereof, based on information available to TNL Mediagene as of the date hereof, and TNL Mediagene assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

Investor Relations Contact: IR@tnlmediagene.com

Exhibit 99.2

AMENDMENT NO. 2 TO SPONSOR LOCK-UP AND SUPPORTAGREEMENT

This AMENDMENT NO. 2 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of December 4, 2024 by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“SPAC”), TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), and Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).

WHEREAS, the Company, TNLMG, a Cayman Islands exempted company and wholly owned subsidiary of the Company, formerly known as TNL Mediagene, and SPAC entered into that certain Agreement and Plan of Merger, dated as of June 6, 2023 (as amended on May 29, 2024 and as may be amended and modified from time to time, the “BCA”);

WHEREAS, in connection with the BCA, Sponsor, Apollo SPAC Fund I, L.P., a fund managed by affiliates of Apollo Global Management, Inc. (“Apollo”), certain members of SPAC’s board of directors, management team and/or advisory board (each, an “Insider” and collectively, the “Insiders”) and other persons party thereto (the “Other Investors”) entered into that certain Amended and Restated Letter Agreement, dated as of June 6, 2023, as amended by that certain Amendment No. 1 to the Amended and Restated Letter Agreement dated as of October 23, 2024 (as may be amended and modified from time to time, the “Agreement”);

WHEREAS, Sponsor, SPAC and the Company (the “Parties”) desire to amend the Agreement as set forth below;

WHEREAS, Paragraph 12 of the Agreement provides that, when none of Apollo, the Insiders or the Other Investors is the subject of any change, amendment, modification or waiver in respect of the Agreement, the Agreement may be amended or modified in whole or in part, by an agreement in writing executed by each of Sponsor and the Company in the same manner as the Agreement and which makes reference to the Agreement; and

WHEREAS, each of the Parties has approved the execution and delivery of this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each of the Parties agrees as follows:

1.	Amendments to the Agreement.

1.1 Amendment to Paragraph 7. The first sentence of paragraph 7(b) of the Agreement is hereby amended and restated in its entirety as follows:

“(b) By virtue of and as part of the agreed consideration for the exchange of Founder Shares and Private Placement Warrants pursuant to the Merger and without any further action on the part of any party hereto or any other person, Sponsor shall forfeit at Closing (i) 2,208,859 Founder Shares and (ii) 50% of the Private Placement Warrants held by Sponsor immediately prior to the Closing (provided that Sponsor has agreed to make available a number of the Private Placement Warrants to be specified by the Company for the benefit of shareholders of the former Mediagene Inc. in order to rebalance their respective relative equity interest with those of shareholders of The News Lens Co., Ltd., the predecessor to TNL Mediagene prior to its merger with Mediagene Inc., which such Private Placement Warrants shall, for the purposes of this provision, be deemed to not be held by Sponsor immediately prior to the Closing); provided that, the number of Founder Shares and Private Placement Warrants to be forfeited by Sponsor pursuant to this clause (b) shall be adjusted by (x) multiplying (A) each of the 2,208,859 Founder Shares and the number of Private Placement Warrants equal to 50% of Private Placement Warrants held by Sponsor immediately prior to Closing pursuant to subclause (ii) by (B) the Forfeiture Ratio and (y) subtracting 150,000 Founder Shares from the result of subpart (x) of this sentence, the result of which, for the avoidance of doubt, shall be 2,017,332 forfeited Founder Shares.”

2.	Miscellaneous.

2.1 No Further Amendment. The Parties hereto agree that all other provisions of the Agreement shall, subject to the amendments set forth in Section 1 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment shall form an integral and inseparable part of the Agreement.

2.2 Representations and Warranties.

Each of the Parties hereby represents and warrants, solely with respect to itself and no other Party, to each other Party that:

(a) Such Party has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery by such Party of this Amendment have been duly and validly authorized by its members or board of directors, as applicable, and no other corporate, limited liability company or other action on the part of such Party is necessary to authorize the execution and delivery by such Party of this Amendment.

(b) This Amendment has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery by each other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

2.3 References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Agreement shall, effective from the date of this Amendment, refer to the Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Agreement and references in the Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to June 6, 2023, and references to the date of this Amendment and “as of the date of this Amendment” shall refer to December 3, 2024.

2.4 Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby and any reference to the Transactions shall be deemed a reference to the Transactions as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

2.5 Other Miscellaneous Terms. The provisions of Paragraphs 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 24, and 25 of the Agreement shall apply mutatis mutandis to this Amendment, and to the Agreement as amended by this Amendment, taken together as a single agreement, reflecting the terms therein as amended by this Amendment.

[Signature pages follow]

IN WITNESS WHEREOF, the Parties have hereunto caused this Amendment to be duly executed as of the date first set forth above.

BLUE OCEAN SPONSOR LLC
By:	/s/ Richard Leggett
	Name: Richard Leggett
	Title: Managing Member
BLUE OCEAN ACQUISITION CORP
By:	/s/ Richard Leggett
	Name: Richard Leggett
	Title: Chief Executive Officer
TNL MEDIAGENE
By:	/s/ Tzu-Wei Chung
	Name: Tzu-Wei Chung
	Title: Director and Chief Executive Officer

[Signature Page to Amendment No. 2 to Sponsor Lock-Up and Support Agreement]