M&A - TNL Mediagene

Form Type: F-1/A

Filing Date: 2025-06-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025053342

Filing Summary: This filing is an amendment to the registration statement on Form F-1, detailing the merger of TNL Mediagene with Blue Ocean Acquisition Corp. which was completed on December 5, 2024. The merger allowed Blue Ocean's shareholders to become shareholders of TNL Mediagene. Following the merger, TNL Mediagene began trading on the Nasdaq Capital Market. The registration includes the offer and resale of securities by certain selling securityholders. It also outlines previously issued shares as repayments under convertible notes, including 2,002,222 shares issued to 3i, LP and 558,677 shares to the shareholders of Green Quest Holding Inc. as part of the acquisition for $6,163,328. The filing states that no proceeds will be received by TNL Mediagene from the resale of securities.

Form Type: F-1

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025049337

Filing Summary: TNL Mediagene filed this registration statement on Form F-1 to register an offer and resale of up to 4,558,677 ordinary shares. This includes 4,000,000 ordinary shares that may be issued to 3i, LP under a convertible note as well as 558,677 ordinary shares to be issued as consideration in relation to the acquisition of Green Quest Holding Inc. The company completed the purchase of Green Quest Holding Inc. as per a share purchase agreement dated August 23, 2024, for a total consideration not exceeding NT$ 200,000,000 (approximately $6,163,328), which will be paid through the issuance of ordinary shares. TNL Mediagene previously filed a registration statement (Prior F-1) which was declared effective on February 12, 2025, under which 2,002,222 shares were already issued and sold to 3i. The filing highlights that the company is currently an emerging growth company and plans to issue the Green Quest Consideration Shares in the first half of 2025. Additionally, TNL Mediagene emphasizes its prior merger with Blue Ocean Acquisition Corp., stating that this acquisition and share issuance are part of ongoing securities offerings registered with the SEC, confirming the normal course of business operations and capital raising efforts.

Form Type: DRS

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025043092

Filing Summary: On May 14, 2025, TNL Mediagene filed a draft registration statement on Form F-1 with the SEC, which remains confidential. The registration is aimed at facilitating the resale of a total of 15,558,677 ordinary shares. This includes 15,000,000 shares for resale by 3i, LP, issued under a convertible note worth $4,722,222 and an additional 558,677 shares as consideration for TNL Mediagene's acquisition of Green Quest Holding Inc. The acquisition was completed following a share purchase agreement on August 23, 2024. The total consideration paid for Green Quest included both purchase price and earn-out considerations amounting to approximately NT$ 200,000,000 (around $6.16 million). Overall, TNL Mediagene's actions are part of a registration process to allow known selling securityholders to resell their shares in a structured manner while also not engaging in a direct sale of securities under this prospectus. TNL Mediagene is designated as an emerging growth company and is considered a foreign private issuer.

Form Type: POS AM

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025042584

Filing Summary: On May 13, 2025, TNL Mediagene filed a Post-Effective Amendment to its Form F-1 registration statement originally filed on January 22, 2025, which was declared effective on February 12, 2025. This amendment includes information from the company's Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed on April 30, 2025, and updates other information from the Prior F-1. The registration statement concerns the resale of 11,832,277 ordinary shares and warrants by certain selling securityholders, with a commitment from Tumim Stone Capital LLC to purchase up to $30 million in shares. The document highlights the completion of a merger with Blue Ocean Acquisition Corp. on December 5, 2024, which facilitated TNL Mediagene's ordinary shares beginning to trade on Nasdaq. It mentions the reverse share split conducted before the merger and clarifies that TNL Mediagene will not receive proceeds from the resale of shares by the selling securityholders, but may receive funds from sales of shares directly to Tumim under their equity line of credit agreement.

Form Type: 20-F

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025037450

Filing Summary: TNL Mediagene completed a merger with Blue Ocean Acquisition Corp. on December 5, 2024. TNL Mediagene’s ordinary shares commenced trading on the Nasdaq Capital Market on December 6, 2024. The merger was executed under the Agreement and Plan of Merger dated June 6, 2023. Notably, prior to the merger's consummation, TNL Mediagene executed a reverse share split, consolidating shares so that each ordinary share would have a deemed value of $10.00. This business combination resulted in the shareholders of Blue Ocean becoming shareholders of TNL Mediagene, integrating operations and expanding their market presence. The document outlines the effects of the merger, potential financial impacts, and various agreements relevant to the merger's execution.

Form Type: F-1/A

Filing Date: 2025-02-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025011456

Filing Summary: TNL Mediagene has filed Amendment No. 1 to its Form F-1 Registration Statement with the SEC on February 7, 2025. This filing pertains to the merger between TNL Mediagene and Blue Ocean Acquisition Corp., which was completed on December 5, 2024. The merger agreement resulted in Blue Ocean merging into TNL Mediagene, with TNL Mediagene being the surviving entity and Blue Ocean becoming a wholly-owned subsidiary of TNL Mediagene. The merger included significant financial restructuring, including the redesignation and reverse split of TNL Mediagene's shares. Shareholders of Blue Ocean became shareholders of TNL Mediagene, and various PIPE transactions were completed to facilitate the merger financing. Furthermore, the fresh securities registration includes up to 11,832,277 ordinary shares, various warrants, and the details of the financial agreements related to the private investments made by investors as part of the merger and financing process are described. The filing indicates ongoing registration for the resale of these securities under the Securities Act, clarifying procedural aspects and offering a comprehensive view of the recent corporate actions taken by TNL Mediagene.

Form Type: F-1

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000121390025005512

Filing Summary: TNL Mediagene filed a registration statement for its merger with Blue Ocean Acquisition Corp., which closed on December 5, 2024. The merger resulted in Blue Ocean becoming a wholly-owned subsidiary of TNL Mediagene. The merger involved significant share redesignations and share conversions for existing shareholders of Blue Ocean, with shareholders receiving TNL Mediagene Ordinary Shares. The restructuring also included the conversion of certain PIPE (Private Investment in Public Equity) convertible notes into TNL Mediagene shares, alongside additional agreements for future financing via convertible notes and equity lines of credit. This prospectus outlines various securities being offered, including ordinary shares and warrants, and highlights the emerging growth status of TNL Mediagene as a foreign private issuer, allowing it to benefit from reduced reporting requirements.