M&A - TNL Mediagene

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.