As filed with the Securities and Exchange Commission on June 12, 2024

Registration No. 333-[]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________

FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_______________________

TNL Mediagene
(Exact name of registrant as specified in its charter)
_______________________

Cayman Islands	7310	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

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

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_______________________

Cogency Global Inc.122 East 42nd Street, 18th FloorNew York, NY 10168(800)-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

With copies to:

Thomas T. Chou
Morrison & Foerster LLP
707 Wilshire Boulevard
Los Angeles, California 90017
Tel: (213)-892-5200 Jesse S. Gillespie
Nozomi Oda
Morrison & Foerster LLP
Shin-Marunouchi Building, 29F
1-5-1 Marunouchi
Chiyoda-ku, Tokyo 100-6529
Japan
Tel: +81-3-3214-6522 Joshua G. DuClos
Kenny S. Terrero
Jocelyne E. Kelly
Zach Shub-Essig
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300

_______________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the merger and related transactions described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED JUNE 12, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

BLUE OCEAN ACQUISITION CORP

AND

PROSPECTUS FOR UP TO 26,629,938 ORDINARY SHARES,
19,042,500 WARRANTS AND
26,629,938 ORDINARY SHARES UNDERLYING WARRANTS OF

TNL MEDIAGENE

The board of directors of Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“Blue Ocean”), has unanimously approved the Agreement and Plan of Merger (“Original Merger Agreement”), dated as of June 6, 2023, by and among Blue Ocean, TNL Mediagene, a Cayman Islands exempted company (formerly “The News Lens Co., Ltd.”) and TNLMG (formerly “TNL Mediagene”), a Cayman Islands exempted company and a wholly owned subsidiary of TNL Mediagene (“Merger Sub”) as amended by the Amendment to the Agreement and Plan of Merger dated as of May 29, 2024 (the “Amendment” and together with the Original Merger Agreement and as may be amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Blue Ocean (such merger, the “Merger”), with Blue Ocean surviving the Merger as a wholly owned subsidiary of TNL Mediagene (Blue Ocean as the surviving entity of the Merger, the “Surviving Entity”). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (such transactions including the Merger, the “Transactions”), the shareholders of Blue Ocean will become shareholders of TNL Mediagene. The effective time of the Merger is herein referred to as the “Effective Time” and the closing of the Transactions is herein referred to as the “Closing.”

On the date on which the Closing occurs (the “Closing Date”), immediately prior to the Effective Time, (i) the amended and restated memorandum and articles of association of TNL Mediagene (the “TNL Mediagene A&R Articles”) will become effective; (ii) each ordinary share of TNL Mediagene that is issued and outstanding immediately prior to the Effective Time will be redesignated and become an ordinary share of TNL Mediagene with par value and other terms as described in the TNL Mediagene A&R Articles (such redesignated ordinary shares of TNL Mediagene, the “TNL Mediagene Ordinary Shares” and such redesignation, the “Share Redesignation”) and each ordinary share of TNL Mediagene held in TNL Mediagene’s treasury immediately prior to the Share Redesignation will be automatically cancelled and extinguished without any redesignation, subdivision or payment therefor; (iii) each TNL Mediagene Ordinary Share that is issued and outstanding following the Share Redesignation and immediately prior to the Effective Time will be consolidated into such number of TNL Mediagene Ordinary Shares equal to the Split Factor (as defined below) (the “Reverse Share Split”); and (iv) any option issued and outstanding immediately prior to the Reverse Share Split to purchase ordinary shares of TNL Mediagene will be adjusted to give effect to the foregoing transactions, such that each TNL Mediagene Ordinary Share will have a deemed value of $10.00 per share on a fully diluted basis, after giving effect to such Reverse Share Split. The actions set forth in prongs (i) through (iv) above are collectively referred to as the “Recapitalization.”

Pursuant to the Merger Agreement, (i) immediately prior to the Effective Time, each Class B ordinary share of Blue Ocean, par value $0.0001 per share (“Blue Ocean Class B Shares”), outstanding immediately prior to the Effective Time will be automatically converted into one Class A ordinary share of Blue Ocean, par value $0.0001 per share (“Blue Ocean Class A Shares” and together with the Blue Ocean Class B Shares, the “Blue Ocean Ordinary Shares”) and, after giving effect to such automatic conversion, at the Effective Time and as a result of the Merger, each Blue Ocean Class A Share outstanding immediately prior to the Effective Time will automatically be converted into the right of the holder thereof to receive one TNL Mediagene Ordinary Share and (ii) each issued and outstanding warrant to purchase Blue Ocean Class A Shares (“Blue Ocean Warrants”) will be assumed by TNL Mediagene and converted into a corresponding warrant to purchase TNL Ordinary Shares (“TNL Mediagene Warrants”). Immediately prior to the Effective Time, the Blue Ocean Class A Shares and the public Blue Ocean Warrants comprising each issued and outstanding unit of Blue Ocean, consisting of one Blue Ocean Class A Share

and one-half of one public Blue Ocean Warrant (“Blue Ocean Units”), will be automatically separated and the holder thereof will be deemed to hold one Blue Ocean Class A Share and one-half of one public Blue Ocean Warrant. No fractional public Blue Ocean Warrants will be issued in connection with such separation such that if a holder of such Blue Ocean Units would be entitled to receive a fractional public Blue Ocean Warrant upon such separation, the number of public Blue Ocean Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of public Blue Ocean Warrants and no cash will be paid in lieu of such fractional public Blue Ocean Warrants.

The Closing is subject to the satisfaction or waiver by the respective parties of a number of conditions under the Merger Agreement, including, among other things: (i) the approval of the Merger Agreement and the Transactions by the shareholders of Blue Ocean; (ii) the Merger Agreement and the Transactions having been approved by the shareholders of TNL Mediagene; (iii) this proxy statement/prospectus having become effective; (iv) TNL Mediagene’s listing applications and listing of applicable TNL Mediagene securities to be issued in connection with the Transactions having been approved by The Nasdaq Stock Market LLC (“Nasdaq”), subject only to official notice of issuance thereof; (v) no law or governmental order by any governmental authority of competent jurisdiction, enjoining, prohibiting, or making illegal the consummation of the Merger; (vi) completion of the Recapitalization; and (vii) after giving effect to the exercise of the redemptions of the Blue Ocean Class A Shares by the public shareholders of Blue Ocean, TNL Mediagene having net tangible assets of no less than $5,000,001 immediately after the Effective Time. Other conditions to Blue Ocean’s obligations include, among other things, absence of any Material Adverse Effect (as defined in the Merger Agreement). Other conditions to TNL Mediagene’s obligations include, among other things, (i) Blue Ocean having the Minimum Balance Sheet Cash (as defined in the Merger Agreement) of at least $20,000,000 immediately prior to or upon the Closing (the “Minimum Balance Sheet Cash Condition”) and (ii) the absence of any SPAC Impairment Effect (as defined in the Merger Agreement). Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under any redemption scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement

On the Closing Date, Blue Ocean’s public shareholders (excluding the Public Warrants) are expected to hold between approximately 3.2% and 0.0% of the issued and outstanding TNL Mediagene Ordinary Shares and the voting power in TNL Mediagene immediately following the Closing on a fully-diluted basis, depending on the levels of redemptions from the trust account of Blue Ocean (the “Trust Account”). These percentages assume, at the low end of the range, a “no redemptions” scenario, whereby no additional redemptions from the Trust Account occur prior to the Closing, and, at the high end of the range, a “maximum redemptions” scenario, whereby all the public shareholders of Blue Ocean Class A Shares issued and outstanding redeem their shares prior to the Closing. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding these scenarios.

For more information on the Transactions, see “Questions and Answers about the Merger and the Extraordinary General Meeting.”

The Merger Agreement is attached to this proxy statement/prospectus as Annex A-1and Annex A-2.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of Blue Ocean shareholders scheduled to be held on [ ], 2024 at [].

Although TNL Mediagene is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, TNL Mediagene will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). TNL Mediagene intends to apply for listing of the TNL Mediagene Ordinary Shares and the TNL Mediagene Warrants on Nasdaq under the proposed symbols “[TNMG]” and “[TNMGW]”, respectively, to be effective at the consummation of the Merger. While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Merger, there can be no assurance that TNL Mediagene Ordinary Shares or TNL Mediagene Warrants will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors — Risks Related to Ownership of TNL Mediagene’s Securities” for more information.

TNL Mediagene is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

TNL Mediagene is also a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, TNL Mediagene’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, TNL Mediagene will not be required to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Blue Ocean shareholders with detailed information about the Merger and other matters to be considered at the extraordinary general meeting of Blue Ocean.    We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 21 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [ ], 2024, and is first being mailed to Blue Ocean shareholders on or about [], 2024.

References to Additional Information

This proxy statement/prospectus incorporates important business and financial information about TNL Mediagene and Blue Ocean that is not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon written or oral request. If you would like to receive any of the additional information, please contact:

Blue Ocean Acquisition Corp
2 Wisconsin Circle, 7th Floor,
Chevy Chase, MD 20815
Telephone: (240)-235-5049

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the extraordinary general meeting, or no later than [], 2024.

For additional information, see “Where You Can Find More Information” on page 249.

C-5

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF BLUE OCEAN ACQUISITION CORP

To Be Held on [], 2024

TO THE SHAREHOLDERS OF BLUE OCEAN ACQUISITION CORP:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Blue Ocean Acquisition Corp (“Blue Ocean”), a Cayman Islands exempted company, will be held at [    ], [    ] time, on [ ], 2024 at [], or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “extraordinary general meeting”). You are cordially invited to attend and participate in the extraordinary general meeting which will be held for the following purposes:

Proposal One — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve, ratify and authorize the Agreement and Plan of Merger, dated as of June 6, 2023, by and among Blue Ocean, TNL Mediagene (formerly “The News Lens Co., Ltd.”), a Cayman Islands exempted company (“TNL Mediagene”), and TNLMG (formerly “TNL Mediagene”), a Cayman Islands exempted company and a wholly owned subsidiary of TNL Mediagene (“Merger Sub”) as amended by the Amendment to the Agreement and Plan of Merger dated as of May 29, 2024 (the “Amendment” and together with the Original Merger Agreement and as may be amended from time to time, the “Merger Agreement”), a copy of each of which is attached to this proxy statement/prospectus as Annex A-1and Annex A-2, respectively, and the transactions contemplated therein, including the business combination whereby Merger Sub will merge with and into Blue Ocean (the “Merger”), with Blue Ocean surviving the Merger as a wholly owned subsidiary of TNL Mediagene (the “Business Combination Proposal”);

Proposal Two — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and authorize the Merger and the Plan of Merger (as defined below) by and among Blue Ocean, Merger Sub and TNL Mediagene, substantially in the form attached to this proxy statement/prospectus as Annex C (the “Merger Proposal”); and

Proposal Three — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote, or where Blue Ocean’s board of directors has determined it is otherwise necessary (the “Adjournment Proposal”).

We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The full text of the resolutions to be voted on at the extraordinary general meeting is as follows:

Resolution One — The Business Combination Proposal:

“RESOLVED, as an ordinary resolution, that Blue Ocean Acquisition Corp’s (“Blue Ocean”) entry into the Agreement and Plan of Merger, dated as of June 6, 2023, by and among Blue Ocean, TNL Mediagene (formerly “The News Lens Co., Ltd.”) (“TNL Mediagene”) and TNLMG (formerly “TNL Mediagene”) (“Merger Sub”) as amended by the Amendment to the Agreement and Plan of Merger dated as of May 29, 2024 (the “Amendment” and together with the Original Merger Agreement and as may be amended from time to time, the “Merger Agreement”), a copy of each of which is attached to the accompanying proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, pursuant to which, among other things, Merger Sub will merge with and into Blue Ocean, with Blue Ocean surviving the merger as a wholly owned subsidiary of TNL Mediagene, in accordance with the terms and subject to the conditions of the Merger Agreement, and the transactions contemplated by the Merger Agreement each be and are hereby authorized, approved, ratified and confirmed in all respects.”

i

Resolution Two — The Merger Proposal:

“RESOLVED, as a special resolution, that the Plan of Merger, by and among Blue Ocean Acquisition Corp (“Blue Ocean”), TNL Mediagene (formerly “The News Lens Co., Ltd.”) (“TNL Mediagene”) and TNLMG (formerly “TNL Mediagene”) (“Merger Sub”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex C (including the annexures thereto, the “Plan of Merger”) be and is hereby authorized, approved and confirmed in all respects, that the merger of Merger Sub with and into Blue Ocean with Blue Ocean surviving the merger as a wholly owned subsidiary of TNL Mediagene be and is hereby authorized, approved and confirmed in all respects and all the undertaking, property and liability of the Merger Sub vest in Blue Ocean by virtue of such merger pursuant to the Companies Act (as amended) of the Cayman Islands, and that Blue Ocean be and is hereby authorized to enter into the Plan of Merger.”

Resolution Three — The Adjournment Proposal:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting or where Blue Ocean’s board of directors has determined it is otherwise necessary, be and is hereby approved.”

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Blue Ocean Class A ordinary shares, par value $0.0001 (“Blue Ocean Class A Shares”), and Class B ordinary shares, par value $0.0001 (“Blue Ocean Class B Shares” and, together with the Blue Ocean Class A Shares, the “Blue Ocean Ordinary Shares”), at the close of business on [], 2024 (the “record date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

After careful consideration, Blue Ocean’s board of directors has determined that each of the proposals listed is fair to and in the best interests of Blue Ocean and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Blue Ocean’s board of directors, you should keep in mind that Blue Ocean’s directors and officers may have interests in the Merger that conflict with, or are different from, your interests as a shareholder of Blue Ocean. See the section in the proxy statement/prospectus entitled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger.”

The closing of the Merger is conditioned on approval of the Business Combination Proposal and the Merger Proposal. If either of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, then Blue Ocean will not consummate the Merger. The Adjournment Proposal is not conditioned on the approval of any other proposal listed above.

All Blue Ocean shareholders at the close of business on the record date are cordially invited to attend the extraordinary general meeting. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the postage-paid return envelope provided and, in any event, so as to be received by Blue Ocean no later than at [    ], [    ] time, on [    ], 2024, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). In the case of joint shareholders, where more than one of the joint shareholder purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in Blue Ocean’s register of members) will be accepted. If you are a holder of record of Blue Ocean Ordinary Shares at the close of business on the record date, you may also attend and cast your vote at the extraordinary general meeting in person. If you hold your Blue Ocean Ordinary Shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you must instruct your broker or bank on how to vote the shares you beneficially

ii

own or, if you wish to attend and vote at the extraordinary general meeting, you must obtain a legal proxy from the shareholder of record. Holders should contact their broker, bank or nominee for instructions regarding obtaining a legal proxy.

A complete list of Blue Ocean shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at the principal executive offices of Blue Ocean for inspection by shareholders during business hours for any purpose germane to the extraordinary general meeting.

Voting on all resolutions at the extraordinary general meeting will be conducted by way of a poll rather than by a show of hands. In a poll, votes are counted according to the number of Blue Ocean Ordinary Shares registered in each shareholder’s name which are voted, with each Blue Ocean Ordinary Share carrying one vote.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting online or in person, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. Submitting a proxy now will NOT prevent you from being able to attend and vote in person at the extraordinary general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your Blue Ocean Ordinary Shares, please contact the proxy solicitor, Morrow Sodali LLC, at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: BOCN.info@investor.morrowsodali.com

This notice of extraordinary general meeting is and the proxy statement/prospectus relating to the Merger will be available at [].

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Marcus Brauchli

Chairman

[], 2024

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS (“BLUE OCEAN PUBLIC SHAREHOLDERS”) OF BLUE OCEAN CLASS A SHARES ISSUED IN BLUE OCEAN’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”), OTHER THAN THE SPONSOR, SHAREHOLDERS OF BLUE OCEAN PRIOR TO BLUE OCEAN’S INITIAL PUBLIC OFFERING AND BLUE OCEAN’S OFFICERS AND DIRECTORS (TO THE EXTENT THAT THEY HOLD THE PUBLIC SHARES), HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. BLUE OCEAN PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH.

iii

THIS MEANS THAT ANY BLUE OCEAN PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, BLUE OCEAN PUBLIC SHAREHOLDERS MUST REQUEST THAT BLUE OCEAN REDEEM THEIR PUBLIC SHARES AND EITHER TENDER THEIR SHARE CERTIFICATES (IF ANY) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, BLUE OCEAN’S TRANSFER AGENT, OR DELIVER THEIR PUBLIC SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM, IN EACH CASE NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING.    IF THE MERGER IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. ANY HOLDER THAT HOLDS PUBLIC SHARES BENEFICIALLY THROUGH A NOMINEE MUST IDENTIFY ITSELF BY LEGAL NAME, PHONE NUMBER AND ADDRESS TO BLUE OCEAN IN CONNECTION WITH ANY REDEMPTION ELECTION IN ORDER TO VALIDLY REDEEM SUCH PUBLIC SHARES. SEE “EXTRAORDINARY GENERAL MEETING OF BLUE OCEAN SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

iv

TABLE OF CONTENTS

	Page
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF BLUE OCEAN ACQUISITION CORP	i
ABOUT THIS PROXY STATEMENT/PROSPECTUS	vi
MARKET, INDUSTRY AND OTHER DATA	vii
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	viii
FINANCIAL STATEMENT PRESENTATION	ix
SELECTED DEFINITIONS	x
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE EXTRAORDINARY GENERAL MEETING	xiii
SUMMARY	1
SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF TNL MEDIAGENE	14
SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF MEDIAGENE	15
SUMMARY FINANCIAL INFORMATION OF BLUE OCEAN	16
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND COMPARATIVE PER SHARE DATA	18
PRICE RANGE OF SECURITIES AND DIVIDENDS	20
RISK FACTORS	21
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	73
EXTRAORDINARY GENERAL MEETING OF BLUE OCEAN SHAREHOLDERS	75
PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL	85
PROPOSAL TWO — THE MERGER PROPOSAL	108
PROPOSAL THREE — THE ADJOURNMENT PROPOSAL	109
THE MERGER AGREEMENT AND ANCILLARY DOCUMENTS	110
AGREEMENTS ENTERED INTO IN CONNECTION WITH THE MERGER	122
TNL MEDIAGENE’S BUSINESS	124
BLUE OCEAN’S BUSINESS	142
TNL MEDIAGENE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	150
MEDIAGENE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	166
BLUE OCEAN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	172
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	178
MANAGEMENT FOLLOWING THE MERGER	196
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	204
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	208
DESCRIPTION OF TNL MEDIAGENE’S SHARE CAPITAL AND ARTICLES OF ASSOCIATION	218
COMPARISON OF RIGHTS OF TNL MEDIAGENE SHAREHOLDERS AND BLUE OCEAN SHAREHOLDERS	233
BENEFICIAL OWNERSHIP OF SECURITIES	239
FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS	242
APPRAISAL RIGHTS UNDER THE CAYMAN COMPANIES LAW	243
SHAREHOLDER COMMUNICATIONS	244
LEGAL MATTERS	244
EXPERTS	244
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	245
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	246
ENFORCEABILITY OF CIVIL LIABILITY	247
TRANSFER AGENT AND REGISTRAR	248
WHERE YOU CAN FIND MORE INFORMATION	249
INDEX TO FINANCIAL STATEMENTS	F-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the United States Securities and Exchange Commission (the “SEC”) by TNL Mediagene, constitutes a prospectus of TNL Mediagene under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the TNL Mediagene Ordinary Shares and TNL Mediagene Warrants to be issued to Blue Ocean securityholders in connection with the Merger. This document also constitutes a proxy statement of Blue Ocean under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of Blue Ocean shareholders to consider and vote upon the proposals to adopt the Business Combination Proposal, to adopt the Merger Proposal and, if necessary, to adopt the Adjournment Proposal:

•Proposal One — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve, ratify and authorize the Agreement and Plan of Merger, dated as of June6, 2023, by and among Blue Ocean, TNL Mediagene (formerly “The News Lens Co., Ltd.”), a Cayman Islands exempted company (“TNL Mediagene”), and TNLMG (formerly “TNL Mediagene”), a Cayman Islands exempted company and a wholly owned subsidiary of TNL Mediagene (“Merger Sub”) as amended by the Amendment to the Agreement and Plan of Merger dated as of May29, 2024 (the “Amendment” and together with the Original Merger Agreement and as may be amended from time to time, the “Merger Agreement”), a copy of each of which is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, and the transactions contemplated therein, including the business combination whereby Merger Sub will merge with and into Blue Ocean (the “Merger”), with Blue Ocean surviving the Merger as a wholly owned subsidiary of TNL Mediagene (the “Business Combination Proposal”);

•Proposal Two — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and authorize the Merger and the Plan of Merger by and among Blue Ocean, Merger Sub and TNL Mediagene, substantially in the form attached to this proxy statement/prospectus as Annex C (the “Merger Proposal”); and

•Proposal Three — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or where Blue Ocean’s board of directors has determined it is otherwise necessary (the “Adjournment Proposal”).

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to “TNL Mediagene” refer to TNL Mediagene (formerly “The News Lens Co., Ltd.”) together with its subsidiaries. All references in this proxy statement/prospectus to “Blue Ocean” refer to Blue Ocean Acquisition Corp.

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MARKET, INDUSTRY AND OTHER DATA

This proxy statement/prospectus contains estimates, projections and other information concerning TNL Mediagene’s industry, including market size and growth of the markets in which it participates, that are based on industry publications and reports and forecasts prepared by its management. In some cases, TNL Mediagene does not expressly refer to the sources from which these estimates and information are derived. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources they believe to be reliable but that the accuracy and completeness of such information is not guaranteed. TNL Mediagene has not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which TNL Mediagene operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

The sources of certain statistical data, estimates, and forecasts contained in this proxy statement/prospectus include internal surveys, independent industry surveys and publications, including reports by Google Analytics, Semrush Holdings Inc., Statista GmbH, the U.S. Census Bureau and Pew Research Center and other third-party research and publicly available information.

Certain estimates of market opportunity, including internal estimates of the addressable market for TNL Mediagene and forecasts of market growth, included in this proxy statement/prospectus may prove inaccurate. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this proxy statement/prospectus relating to the size of TNL Mediagene’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market TNL Mediagene estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates in this proxy statement/prospectus, TNL Mediagene’s business could fail to successfully address or compete in such markets, if at all.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Certain other amounts that appear in this proxy statement/prospectus may not sum due to rounding.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

TNL Mediagene has proprietary rights to trademarks used in this proxy statement/prospectus that are important to its business, many of which are registered under applicable intellectual property laws. This proxy statement/prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that TNL Mediagene will not assert, to the fullest extent permitted under applicable law, its rights or the right of the applicable licensor to these trademarks, trade names and service marks. TNL Mediagene does not intend its use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of TNL Mediagene by, any other parties.

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FINANCIAL STATEMENT PRESENTATION

Blue Ocean

The audited historical financial statements of Blue Ocean Acquisition Corp included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and are reported in U.S. Dollars.

TNL Mediagene

The audited historical consolidated financial statements of TNL Mediagene as of December 31, 2022 and 2023 and for the years ended December 31, 2022 and 2023 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are reported in U.S. Dollars.

Mediagene

The audited historical consolidated financial statements of Mediagene Inc. as of February 28, 2022 and 2023 and for the fiscal years ended February 28, 2022 and 2023 included in this proxy statement/prospectus have been prepared in accordance with IFRS and are reported in Japanese yen.

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SELECTED DEFINITIONS

“Aggregate Fully Diluted Company Shares”	means, without duplication, (i) the aggregate number of TNL Mediagene Ordinary Shares that are issued and outstanding immediately prior to the Reverse Share Split (excluding any TNL Mediagene Ordinary Shares held in TNL Mediagene’s treasury), and (ii) the aggregate number of TNL Mediagene Ordinary Shares that are issuable upon the exercise, exchange or conversion of all stock options (calculated using the treasury stock method of accounting), equity awards, warrants, rights or other securities (including debt securities) convertible into or exchangeable or exercisable for TNL Mediagene Ordinary Shares, which such stock options, equity awards, warrants, rights or other securities are issued and outstanding immediately prior to the Reverse Share Split.
“Ancillary Documents”	means each agreement, document, instrument and/or certificate entered into in connection with the Merger Agreement or therewith and any and all exhibits and schedules thereto.
“Apollo”	means Apollo SPAC Fund I, L.P. and Apollo Credit Strategies Master Fund Ltd., to whom Apollo SPAC Fund I, L.P. transferred its Blue Ocean Class B Shares.
“Blue Ocean Articles”	means the current amended and restated memorandum and articles of association of Blue Ocean
“Blue Ocean Class A Shares”	means Class A ordinary shares of Blue Ocean, par value $0.0001 per share.
“Blue Ocean Class B Shares”	means Class B ordinary shares of Blue Ocean, par value $0.0001 per share.
“Blue Ocean IPO”	means the initial public offering of Blue Ocean, which was consummated on December 7, 2021.
“Blue Ocean Ordinary Shares”	means the Blue Ocean Class A Shares and the Blue Ocean Class B Shares.
“Blue Ocean Private Placement Warrants”	means an aggregate of 9,555,000 warrants of Blue Ocean, calculated by 9,225,000 warrants sold to Sponsor and Apollo in the private placements consummated concurrently with the Blue Ocean IPO, less 750,000 warrants which will be forfeited at the Closing Date in accordance with the Sponsor Lock-Up and Support Agreement and plus an additional 1,080,000 warrants assuming the holders of the 2023 Sponsor Convertible Note elect to convert them into warrants on the Closing Date, each entitling its holder to purchase one Blue Ocean Class A Share at an exercise price of $11.50 per share, subject to adjustment.
“Blue Ocean Public Shareholders”	means all holders of the Public Shares.
“Blue Ocean Units”	means the units of Blue Ocean issued in the Blue Ocean IPO, each consisting of one Blue Ocean Class A Share and one-half of one Public Warrant.
“Blue Ocean Warrants”	means the Public Warrants and the Blue Ocean Private Placement Warrants.
“Cayman Companies Law”	means the Companies Act (as amended) of the Cayman Islands.
“Dissenting Blue Ocean Shareholders”	means holders of the Dissenting Blue Ocean Shares.

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“Dissenting Blue Ocean Shares”	means Blue Ocean Class A Shares that are (i) issued and outstanding immediately prior to the Effective Time and (ii) held by Blue Ocean shareholders who have validly exercised their Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights).
“Dissent Rights”	means the right of each holder of record of Blue Ocean Ordinary Shares to dissent in respect of the Merger pursuant to Section 238 of the Cayman Companies Law.
“Earn-Out Shares”	means an aggregate of 4,743,750 TNL Mediagene Ordinary Shares issuable as part of the agreed consideration of the Merger in exchange for the 4,743,750 Blue Ocean Class B Shares owned by the Sponsor, Apollo, certain members of Blue Ocean’s board of directors, management team and advisory board and certain other shareholders of Blue Ocean pursuant to the Sponsor Lock-Up and Support Agreement.
“Effective Time”	means the effective time of the Merger.
“Exchange Act”	means the Securities Exchange Act of 1934, as amended.
“Founder Shares”	means an aggregate of 4,312,500 Blue Ocean Class B Shares issued by Blue Ocean to the Sponsor prior to the Blue Ocean IPO.
“IFRS”	means the International Financial Reporting Standards as issued by the International Accounting Standards Board.
“Merger Agreement”	means the Agreement and Plan of Merger, dated as of June 6, 2023, by and among Blue Ocean, TNL Mediagene, and Merger Sub as amended by the Amendment to the Agreement and Plan of Merger dated as of May 29, 2024 and as may be amended from time to time, a copy of each of which is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2.
“Needham”	means Needham & Company, LLC.
“PCAOB”	means the Public Company Accounting Oversight Board.
“PIPE Investments”	means certain private investment in public equity (“PIPE”) transactions that TNL Mediagene and Blue Ocean intend to enter into in connection with the Transactions prior to or substantially concurrently with the Closing. As of the date of this proxy statement/prospectus, no definitive investment agreement has been entered.
“PIPE Investor”	means investors in the PIPE Investments.
“Plan of Merger”	means the plan of merger with respect to the Merger pursuant to which Merger Sub will be merged with and into Blue Ocean, following which the separate corporate existence of Merger Sub shall cease and Blue Ocean shall continue as the surviving entity, a wholly owned subsidiary of TNL Mediagene, substantially in the form attached to this proxy statement/prospectus as Annex C.
“Public Shares”	means all Blue Ocean Class A Shares issued in the Blue Ocean IPO.
“Public Warrants”	means the redeemable warrants of Blue Ocean issued in the Blue Ocean IPO, each entitling its holder to purchase one Blue Ocean Class A Share at an exercise price of $11.50 per share, subject to adjustment.

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“Reverse Share Split”	means the reverse share split to cause the deemed value of the outstanding TNL Mediagene Ordinary Shares immediately prior to the Effective Time to equal $10.00 on a fully diluted basis, based on TNL Mediagene’s implied valuation immediately before the consummation of the Merger. Unless otherwise indicated, the information disclosed in this proxy statement/prospectus does not reflect the Reverse Share Split.
“Securities Act”	means the Securities Act of 1933, as amended.
“Split Factor”	means a number resulting from dividing (i) $260,000,000 by (ii) the product of (x) the Aggregate Fully Diluted Company Shares and (y) 10.
“Sponsor”	means Blue Ocean Sponsor, LLC.
“Sponsor Lock-Up and Support Agreement”	means an amended and restated letter agreement dated June 6, 2023, by and among Sponsor, Apollo, certain members of Blue Ocean’s board of directors, management team and advisory board and certain other shareholders of Blue Ocean.
“TNL Mediagene”	means TNL Mediagene, a Cayman Islands exempted company, together as a group with its subsidiaries.
“TNL Mediagene A&R Articles”	means the amended and restated memorandum and articles of association of TNL Mediagene, substantially in the form attached to this proxy statement/prospectus as Annex B, to be adopted immediately prior to the Effective Time.
“TNL Mediagene Ordinary Shares”	means ordinary shares of TNL Mediagene with par value and other terms as described in the TNL Mediagene A&R Articles.
“TNL Mediagene Warrants”	means the warrants of TNL Mediagene into which the Blue Ocean Warrants will convert at the Effective Time, each whole warrant entitling its holder to purchase one TNL Mediagene Ordinary Share at a price of $11.50 per share, subject to adjustment.
“Transactions”	means the transactions contemplated by the Merger Agreement and the Ancillary Documents, including the Merger.
“U.S. Dollars,” “$,” or “US$”	means United States dollars, the legal currency of the United States.
“U.S. GAAP”	means generally accepted accounting principles in the United States.
“Working Capital Loans”	means loans made to Blue Ocean by the Sponsor, an affiliate of the Sponsor, or any of Blue Ocean’s officers or directors, evidenced by a promissory note, for the purpose of financing costs incurred in connection with the Merger or another business combination.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Merger. The following questions and answers do not include all the information that may be important to Blue Ocean shareholders. Blue Ocean shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Merger and the voting procedures for the extraordinary general meeting.

Q:Why am I receiving this proxy statement/prospectus?

A:You are receiving these materials because you are a shareholder of record or a beneficial holder of Blue Ocean on [    ], the record date for the extraordinary general meeting. Blue Ocean and TNL Mediagene have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of each of the Original Merger Agreement and the Amendment is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively and Blue Ocean encourages its shareholders to read each in its entirety. Blue Ocean Public Shareholders are being asked to consider and vote upon a proposal to approve the Merger Agreement, which, among other things, provides for Merger Sub to be merged with and into Blue Ocean with Blue Ocean surviving the merger as a wholly owned subsidiary of TNL Mediagene and the other Transactions contemplated by the Merger Agreement. See “Proposal One — The Business Combination Proposal.”

Q:Are there any other matters being presented to shareholders at the meeting?

A:In addition to voting on the Business Combination Proposal, the shareholders of Blue Ocean will vote on the following proposals:

•To authorize the Merger and the Plan of Merger. See the section of this proxy statement/prospectus titled “Proposal Two — The Merger Proposal.”

•To consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or where Blue Ocean’s board of directors has determined it is otherwise necessary. See the section of this proxy statement/prospectus titled “Proposal Three — The Adjournment Proposal.”

Blue Ocean will hold the extraordinary general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Merger and the other matters to be acted upon at the extraordinary general meeting. Shareholders should read it carefully.

The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:Why is Blue Ocean providing shareholders with the opportunity to vote on the Merger?

A:Pursuant to the amended and restated memorandum and articles of association of Blue Ocean (the “Blue Ocean Articles”), Blue Ocean is required to provide Blue Ocean Public Shareholders with an opportunity to have their Public Shares redeemed for cash upon consummation of its initial business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Transactions, Blue Ocean is providing this opportunity in conjunction with a shareholder vote.

Q:What will happen to Blue Ocean’s securities upon consummation of the Merger?

A:Blue Ocean’s securities, namely the Blue Ocean Units (trading symbol “BOCNU”), Blue Ocean Class A Shares (trading symbol “BOCN”) and redeemable warrants, each exercisable for one Blue Ocean Class A Share at an exercise price of $11.50 per share (trading symbol “BOCNW”) (the “Public Warrants”), are

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currently listed on Nasdaq. The Blue Ocean Units, Blue Ocean Class A Shares and Public Warrants will cease trading upon consummation of the Merger and will be delisted from Nasdaq and deregistered under the Exchange Act. TNL Mediagene intends to apply for listing of TNL Mediagene Ordinary Shares on Nasdaq under the proposed symbol “[TNMG]” and TNL Mediagene Warrants under the proposed symbol “[TNMGW]”, each to be effective upon consummation of the Merger. It is a condition of the consummation of the Merger that the TNL Mediagene Ordinary Shares and TNL Mediagene Warrants are approved for listing on Nasdaq (subject to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the consummation of the Merger, there can be no assurance that TNL Mediagene Ordinary Shares and TNL Mediagene Warrants will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors — Risks Related to Ownership of TNL Mediagene’s Securities” for more information.

Q:Why is Blue Ocean proposing the Merger?

A:Blue Ocean was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

In December 2021, Blue Ocean consummated the initial public offering of 18,975,000 Blue Ocean Units (inclusive of the exercise by the underwriters of the over-allotment in full) at an offering price of $10.00 per Unit, generating total gross proceeds of $189,750,000 (the “Blue Ocean IPO”). Following the closing of the Blue Ocean IPO, an amount equal to $193,545,000 from the net proceeds of the sale of the Blue Ocean Units in the Blue Ocean IPO and the sale of the Blue Ocean Private Placement Warrants was placed into a trust account (the “Trust Account”). Since the Blue Ocean IPO, Blue Ocean’s activity has been limited to the evaluation of business combination candidates.

Based on Blue Ocean’s due diligence investigations of TNL Mediagene, its management team and the industry in which it operates, including the financial and other information provided by TNL Mediagene in the course of these due diligence investigations, Blue Ocean’s board of directors believes that the Merger with TNL Mediagene is in the best interests of Blue Ocean and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See the section titled “Proposal One — The Business Combination Proposal — Blue Ocean’s Board of Directors’ Reasons for the Merger” for additional information.

Although Blue Ocean’s board of directors believes that the Merger with TNL Mediagene presents an attractive business combination opportunity and is in the best interests of Blue Ocean and its shareholders, Blue Ocean’s board of directors did consider certain potentially material negative factors in arriving at that conclusion, including, among others: (i) the risks associated with TNL Mediagene’s long-term business plan and strategy, (ii) macroeconomic uncertainty and (iii) the risks associated with fact that the completion of the Merger is conditioned on the satisfaction of certain closing conditions that are not within Blue Ocean’s control. These factors are discussed in greater detail in the section titled “Proposal One — The Business Combination Proposal — Blue Ocean’s Board of Directors’ Reasons for the Merger.”

Q:Did Blue Ocean’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

A:Yes. Blue Ocean’s board of directors received a fairness opinion, dated June 4, 2023 (the “Opinion”), from Blue Ocean’s board of directors’ financial advisor, Newbridge Securities Corporation (“Newbridge”), which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, (i) the merger consideration is fair, from a financial point of view, to Blue Ocean and Blue Ocean’s unaffiliated public shareholders and (ii) TNL Mediagene has an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account). See “Proposal One — The Business Combination Proposal — Opinion of Newbridge” of this proxy statement/prospectus for additional information.

Q:Do I have redemption rights?

A:If you are a Blue Ocean Public Shareholder, other than the Sponsor, shareholders of Blue Ocean prior to the Blue Ocean IPO and Blue Ocean’s officers and directors (to the extent they hold Public Shares), you have the right to request that Blue Ocean redeem your Public Shares for a pro rata portion of the cash held

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in Blue Ocean’s Trust Account, calculated as of two business days prior to the consummation of the Merger in accordance with the Blue Ocean Articles. In this proxy statement/prospectus, these rights to request redemption of the Public Shares are sometimes referred to as “redemption rights.”

Notwithstanding the foregoing, a Blue Ocean Public Shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Blue Ocean Public Shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group,” will not be redeemed and converted into cash.

Q:Will how I vote on the Merger affect my ability to exercise my redemption rights?

A:No. A Blue Ocean Public Shareholder may exercise redemption rights regardless of whether he, she or it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if he, she or it is a Blue Ocean Public Shareholder on the record date. This means that any Blue Ocean Public Shareholder holding Public Shares may exercise redemption rights regardless of whether they are even entitled to vote on the Business Combination Proposal.

Q:How do I exercise my redemption rights?

A:If you are a Blue Ocean Public Shareholder and wish to exercise your redemption rights, you must:

•if you hold Public Shares through Blue Ocean Units, elect to separate your Blue Ocean Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

•submit a written request to Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, in which you (i) request that Blue Ocean redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

•either tender your share certificates (if any) to Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, or deliver your Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) System.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern time, on, 2024, two business days prior to the extraordinary general meeting, in order for their Public Shares to be redeemed. If you hold the Public Shares in “street name,” you will have to coordinate with your broker, bank or nominee to have the Public Shares you beneficially own certificated and delivered electronically.

Any Blue Ocean Public Shareholder satisfying the requirements for exercising redemption rights will be entitled to a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $, or $   per share, as of the record date) calculated as of two business days prior to the consummation of the Merger, including interest earned on the funds in the Trust Account and not previously released to Blue Ocean to pay income taxes. Such amount will be paid promptly upon consummation of the Merger. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Merger is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a Blue Ocean Public Shareholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you tender your share certificates (if any) to Blue Ocean’s transfer agent and later decide

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prior to the extraordinary general meeting not to elect redemption, you may request that Blue Ocean’s transfer agent return your share certificates (physically or electronically). You may make such request by contacting Blue Ocean’s transfer agent at the address listed below.

No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to the transfer agent in the manner described above no later than two business days prior to the extraordinary general meeting.

Blue Ocean’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

Q:Can I exercise redemption rights and dissenter rights under the Cayman Companies Law?

A:No. Any Blue Ocean Public Shareholder who elects to exercise Dissent Rights (which dissenter rights are discussed in the section titled “Do I have appraisal rights if I object to the proposed Merger?”) will lose their right to have their Public Shares redeemed in accordance with the Blue Ocean Articles. The certainty provided by the redemption process may be preferable for Blue Ocean Public Shareholders wishing to exchange their Public Shares for cash. This is because Dissent Rights may be lost or extinguished, including where Blue Ocean and the other parties to the Merger Agreement determine to delay the consummation of the Merger in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law, in which case any Blue Ocean Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration comprising one TNL Mediagene Ordinary Share for each of their Public Shares.

Q:If I am a holder of Blue Ocean Units, can I exercise redemption rights with respect to my Blue Ocean Units?

A:No. Holders of outstanding Blue Ocean Units must first separate the Blue Ocean Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to Public Shares.

If you hold Blue Ocean Units registered in your own name, you must deliver the certificate for such Blue Ocean Units (if any) to Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, with written instructions to separate such Blue Ocean Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Blue Ocean Units.

If you hold the Blue Ocean Units in “street name,” you will need to instruct your broker, bank or nominee to separate the Blue Ocean Units you beneficially own. Your nominee must send written instructions to Blue Ocean’s transfer agent. Such written instructions must include the number of Blue Ocean Units to be split and the nominee holding such Blue Ocean Units. Your nominee must also initiate electronically, using The Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) System, a withdrawal of the relevant Blue Ocean Units and a deposit of the number of Public Shares and Public Warrants represented by such Blue Ocean Units. This must be completed far enough in advance to permit your nominee to exercise redemption rights upon the separation of the Public Shares from the Blue Ocean Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you shall likely not be able to exercise your redemption rights.

Q:If I am a holder of Blue Ocean Warrants, can I exercise redemption rights with respect to my warrants?

A:No. The holders of Blue Ocean Warrants have no redemption rights with respect to such securities.

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Q:What are the U.S. federal income tax consequences to me if I exercise my redemption rights?

A:A U.S. Holder (as defined below in the section titled “Material U.S. Federal Income Tax Considerations”) who exercises its redemption rights will receive cash in exchange for the tendered shares, and either will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a nontaxable recovery of basis in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section titled “Material U.S. Federal Income Tax Considerations — Federal Income Tax Considerations of the Merger to U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to Blue Ocean Ordinary Shares.”

Q:What are the U.S. federal income tax consequences of the Merger to me?

A:As described in the section titled, “Material U.S. Federal Income Tax Considerations — Federal Income Tax Considerations of the Merger to U.S. Holders — Characterization of the Merger as a Tax-Free Reorganization under Section 368(a) of the Code,” there are significant factual and legal uncertainties as to whether the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Under Section 368(a) of the Code and Treasury Regulations promulgated thereunder, an acquiring corporation must continue, directly or indirectly through certain controlled corporations, a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. There is an absence of guidance as to how the foregoing requirement applies in the case of an acquisition of a blank check corporation with assets consisting almost entirely of investment-type assets, such as Blue Ocean. If any requirement for Section 368(a) of the Code is not met, then a U.S. Holder of Blue Ocean Ordinary Shares and/or Blue Ocean Warrants generally would recognize gain or loss in an amount equal to the difference, if any, between the fair value of TNL Mediagene Ordinary Shares and/or TNL Mediagene Warrants, as applicable, received in the Merger, over such U.S. Holder’s aggregate tax basis in the corresponding Blue Ocean Ordinary Shares and/or Blue Ocean Warrants surrendered by such U.S. Holder in the Merger. Even if the Merger otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “Material U.S. Federal Income Tax Considerations — Federal Income Tax Considerations of the Merger to U.S. Holders — Application of the PFIC Rules to the Merger.”

You should consult your tax advisors regarding the tax consequences of the Merger.

Q:Do I have appraisal rights if I object to the proposed Merger?

A:Holders of record of Blue Ocean Ordinary Shares may have appraisal rights in connection with the Merger under the Cayman Companies Law. Holders of record of Blue Ocean Ordinary Shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Blue Ocean Ordinary Shares must give written objection to the Merger to Blue Ocean prior to the shareholder vote to approve the Merger and follow the procedures set out in Section 238 of the Cayman Companies Law, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Law, which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent, provided that the merger consideration constitutes inter alia shares of any company, which at the effective date of the merger, are listed on a national securities exchange. Blue Ocean believes that such fair value would equal the amount that Blue Ocean shareholders would obtain if they exercised their redemption rights as described herein. A Blue Ocean shareholder which elects to exercise appraisal rights must do so in respect of all of the Blue Ocean Ordinary Shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Blue Ocean Shareholders — Appraisal Rights under the Cayman Companies Law.”

Blue Ocean shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

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Q:What happens to the funds deposited in the Trust Account after consummation of the Merger?

A:The net proceeds of the Blue Ocean IPO, together with a portion of the proceeds from the sale of the Blue Ocean Private Placement Warrants in private placements to the Sponsor and Apollo, equal to in the aggregate $193,545,000, were placed in the Trust Account immediately following the Blue Ocean IPO. On August 29, 2023, Blue Ocean shareholders held an extraordinary general meeting of shareholders (the “Extension Meeting”) in lieu of the 2023 annual general meeting of Blue Ocean shareholders. Holders of 12,817,785 Blue Ocean Class A Shares exercised their right to redemption at a per share redemption price of approximately $10.67. On September 5, 2023, a total of $136,786,445 in redemption payments were made in connection with this redemption. On May 29, 2024, Blue Ocean shareholders held an extraordinary general meeting of shareholders (the “Second Extension Meeting”) in lieu of the 2024 annual general meeting of Blue Ocean shareholders. In connection therewith, the shareholders of record were provided the opportunity to exercise their redemption rights (the “Second Blue Ocean Extension”). Holders of 4,315,265 Blue Ocean Class A Shares exercised their right to redemption at a per share redemption price of approximately $11.20. Approximately $48.3 million in redemption payments will be made in connection with this redemption. As of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, funds in the Trust Account will total approximately $20.7 million. After consummation of the Merger, the funds in the Trust Account will be used to pay, on a pro rata basis, Blue Ocean Public Shareholders who exercise redemption rights and to pay fees and expenses incurred in connection with the Merger. Any remaining cash will be used for TNL Mediagene’s working capital and general corporate purposes.

Q:What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:Blue Ocean Public Shareholders may vote in favor of the Merger and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Merger may be consummated even though the funds available from the Trust Account and the number of Blue Ocean Public Shareholders are substantially reduced as a result of redemptions by Blue Ocean Public Shareholders.

If a Blue Ocean Public Shareholder exercises his, her or its redemption rights, such exercise will not result in the loss of any warrants that such Blue Ocean Public Shareholder may hold. Even if Blue Ocean Public Shareholders holding 1,841,950 Public Shares exercise their redemption rights, which is the maximum number of Public Shares that could be redeemed by Blue Ocean Public Shareholders, after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, 9,487,500 Public Warrants (representing the right to purchase 9,487,500 TNL Mediagene Ordinary Shares upon their exercise) will remain outstanding. Accordingly, if a substantial number, but not all, of Blue Ocean Public Shareholders exercise their redemption rights, any non-redeeming Blue Ocean Public Shareholders would experience dilution to the extent such Public Warrants are exercised and additional TNL Mediagene Ordinary Shares are issued.

To the extent that there are fewer Public Shares and Blue Ocean Public Shareholders, the trading market for TNL Mediagene Ordinary Shares may be less liquid than the market was for Blue Ocean Class A Shares prior to the Transactions, and TNL Mediagene may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to TNL Mediagene to be used in its business following the consummation of the Merger.

Q:What happens if the Merger is not consummated?

A:If Blue Ocean does not complete the Merger with TNL Mediagene for whatever reason, Blue Ocean would search for another target business with which to complete a business combination. If Blue Ocean does not complete the Merger with TNL Mediagene or another business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares and, following such redemption, Blue Ocean will liquidate and dissolve. The Sponsor, Apollo and Blue Ocean’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected in the required time period, and, accordingly, their Founder Shares will be worthless.

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Q:How do the Sponsor and the officers and directors of Blue Ocean intend to vote on the proposals?

A:The Sponsor, Apollo, and the Blue Ocean officers and directors, beneficially own and are entitled to vote an aggregate of approximately 72.0% of the outstanding Blue Ocean Ordinary Shares as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the extraordinary general meeting. No additional Blue Ocean Class A Shares would need to be voted in favor of the Business Combination Proposal or the Merger Proposal in order for them to be approved (assuming all outstanding shares as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension are voted on each proposal), on account of the Blue Ocean Ordinary Shares held by the Sponsor, Apollo and Blue Ocean’s officers and directors. The Sponsor, Apollo and Blue Ocean’s officers and directors agreed, prior to the Blue Ocean IPO, to waive their redemption rights with respect to the Founder Shares and, with the exception of Apollo, the Public Shares.

Q:Can the Sponsor and officers and directors of Blue Ocean redeem their Founder Shares in connection with consummation of the Merger?

A:No. The Sponsor and Blue Ocean’s officers and directors do not have redemption rights with respect to their Founder Shares in connection with the consummation of the Merger.

Q:What interests do the Sponsor and the current officers and directors of Blue Ocean have in the Merger?

A:In considering the recommendation of Blue Ocean’s board of directors to vote in favor of the Merger, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of Blue Ocean’s directors and officers have interests in the Merger that are different from, or in addition to, those of other shareholders generally. Blue Ocean’s directors were aware of and considered these interests, among other matters, in evaluating the Merger, in recommending to shareholders that they approve the Merger and in agreeing to vote their shares in favor of the Merger. Shareholders should take these interests into account in deciding whether to approve the Merger. These interests include, among other things, the fact that:

•If the Merger with TNL Mediagene or another business combination is not consummated by December7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and Blue Ocean’s board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and its affiliates, which were acquired for an aggregate purchase price of $25,000 prior to the Blue Ocean IPO, are expected to be worthless because the holders are not entitled to participate in any redemption or distribution of proceeds in the Trust Account with respect to such shares. On the other hand, if the Merger is consummated, each outstanding Blue Ocean Ordinary Share will be converted into one TNL Mediagene Ordinary Share subject to adjustment described herein.

•If Blue Ocean is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Blue Ocean for services rendered to, or contracted for or products sold to Blue Ocean. If Blue Ocean consummates a business combination, on the other hand, TNL Mediagene will be liable for all such claims.

•The Sponsor acquired the Founder Shares, which will be converted into TNL Mediagene Ordinary Shares in connection with the Merger, for an aggregate purchase price of $25,000 prior to the Blue Ocean IPO. Based on the average of the high (US$11.14) and low (US$11.14) prices for Blue Ocean Class A Shares on Nasdaq on May29, 2024, the value of the Founder Shares outstanding upon the Closing would be $52,845,375. In connection with the closing of the Merger, the Founder Shares will be converted, on a one-for-one basis, for the rights to receive TNL Mediagene Ordinary Shares to be issued in exchange for the Founder Shares at the times and subject to the conditions in the Sponsor Lock-Up

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and Support Agreement as further described herein. See the section in this proxy statement/prospectus entitled “Agreements Entered Into In Connection With the Merger — Sponsor Lock-Up and Support Agreement” for more information.

•The Sponsor and Apollo acquired the Blue Ocean Private Placement Warrants, which will be converted into TNL Mediagene Warrants in connection with the Merger, for an aggregate purchase price of approximately $9.2 million in the Blue Ocean IPO. Based on the US$0.03 price of the Public Warrants on Nasdaq on May29, 2024, the value of the Blue Ocean Private Placement Warrants outstanding upon the Closing would be $286,650.

•As a result of the prices at which the Sponsor and Apollo acquired their Blue Ocean Class B Shares and the Blue Ocean Private Placement Warrants, and their current value, the Sponsor and Apollo could make a substantial profit after the completion of the Merger even if Blue Ocean Public Shareholders lose money on their investments as a result of a decrease in the post-combination value of their Public Shares.

•The Sponsor and Blue Ocean’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Blue Ocean’s behalf, such as identifying, investigating, negotiating and completing an initial business combination. However, if Blue Ocean fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Blue Ocean may not be able to reimburse these expenses if the Merger or another business combination is not completed by December7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders). As of the date of this proxy statement/prospectus, the Sponsor and Blue Ocean’s officers and directors and their affiliates had incurred no unpaid reimbursable expenses.

•If Blue Ocean is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on the completion of a business combination is $9,580,000 comprised of (a) $25,000 representing the aggregate purchase price paid for the Founder Shares and (b) $9,555,000 representing the aggregate purchase price paid for the Blue Ocean Private Placement Warrants.

•Blue Ocean has provisions in the Blue Ocean Articles waiving the corporate opportunities doctrine on an ongoing basis, which means that Blue Ocean’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to Blue Ocean.

•The Merger Agreement provides for the continued indemnification of Blue Ocean’s current directors and officers and the continuation of directors and officers liability insurance covering Blue Ocean’s current directors and officers.

•Blue Ocean’s Sponsor, officers and directors or their affiliates may make loans from time to time to Blue Ocean to fund certain capital requirements. On June20, 2023, Blue Ocean issued an unsecured convertible promissory note to the Sponsor, which was amended on May30, 2024 to extend its maturity date from June7, 2024 to December7, 2024, that provides for borrowings from time to time of up to an aggregate of $1,500,000 (as amended, the “2023 Sponsor Convertible Note”) to be drawn by Blue Ocean to finance costs incurred in connection with the Merger and for working capital purposes and/or to finance the monthly deposits in the Trust Account. On April5, 2024, Blue Ocean issued an additional promissory note to the Sponsor which provides for borrowings from time to time of up to an aggregate of $750,000 (the “2024 Sponsor Promissory Note”) to be drawn down by Blue Ocean to finance costs and expenses incurred in connection with the Merger. Additional loans may be made after the date of this proxy statement/prospectus. If the Merger is not consummated, any outstanding loans will not be repaid and will be forgiven except to the extent there are funds available to Blue Ocean outside of the Trust Account.

•TNL Mediagene agreed to loan Blue Ocean up to an aggregate principal amount of up to $400,000 in the form of a working capital note on August3, 2023 (the “TNL Mediagene Working Capital Note”). The TNL Mediagene Working Capital Note is a non-interest bearing, unsecured promissory note that

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will not be repaid in the event the Merger Agreement is terminated prior to the consummation of the Merger. The TNL Mediagene Working Capital Note is to be paid on the date Blue Ocean consummates the Merger.

•Blue Ocean entered into an agreement, commencing December2, 2021, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, administrative and support services and has been accruing that obligation.

Q:What equity stake will current TNL Mediagene shareholders and current Blue Ocean shareholders hold in the combined company immediately after the completion of the Merger, and what effect will potential sources of dilution have on such equity stake after the Closing?

A:The following table presents the anticipated share ownership of various holders of TNL Mediagene Ordinary Shares after the completion of the Merger and giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, based on the assumption that no additional equity securities of TNL Mediagene will be issued at or prior to Closing, except for those issued in the case that holders of the DaEX Conversion Rights and the 2024 TNL Mediagene Convertible Notes elect to redeem their conversion rights to receive TNL Mediagene Ordinary Shares and that there are no Dissenting Blue Ocean Shareholders, under the following redemption scenarios:

•Assuming No Redemptions:    This scenario assumes that no Blue Ocean Public Shareholder exercises redemption rights with respect to their Public Shares. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 25% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 460,488 Public Shares will exercise their redemption rights for approximately $5.2 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 50% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 920,975 Public Shares will exercise their redemption rights for approximately $10.3 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 75% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 1,381,463 Public Shares will exercise their redemption rights for approximately $15.5 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

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•Assuming Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 1,841,950 Public Shares will exercise their redemption rights for approximately $20.7 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, which is the maximum number of Public Shares that could be redeemed by Blue Ocean Public Shareholders. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

	Assuming No Redemptions		Assuming 25% Redemptions		Assuming 50% Redemptions		Assuming 75% Redemptions		Assuming Maximum Redemptions
	Shares	%	Shares	%	Shares	%	Shares	%	Shares	%
TNL Mediagene shareholders(1)	24,604,219	78.42	24,604,219	79.59	24,604,219	80.79	24,604,219	82.04	24,604,219	83.31
DaEX Conversion Right Holders	61,222	0.20	61,222	0.20	61,222	0.20	61,222	0.20	61,222	0.21
2024 TNL Mediagene Convertible Notes holders	122,547	0.39	122,547	0.40	122,547	0.40	122,547	0.41	122,547	0.42
Blue Ocean Public Shareholders	1,841,950	5.87	1,381,463	4.47	920,975	3.02	460,488	1.54	—	—
Total shares outstanding at Closing	26,629,938	84.88	26,169,451	84.65	25,708,963	84.42	25,248,476	84.18	24,787,988	83.94
Blue Ocean initial shareholders(2)	4,743,750	15.12	4,743,750	15.35	4,743,750	15.58	4,743,750	15.82	4,743,750	16.06
Total shares outstanding at Closing and deferred shares	31,373,688	100.00	30,913,201	100.00	30,452,713	100.00	29,992,226	100.00	29,531,738	100.00

____________

(1)Assumes that, immediately prior to the Effective Time, 218,816,761 TNL Mediagene Ordinary Shares outstanding will be automatically converted into 24,604,219 TNL Mediagene Ordinary Shares by the Split Factor, which is 0.112442111.

(2)The holders of 4,743,750 Blue Ocean Class B Shares agreed in the Sponsor Lock-up and Support Agreement to defer receiving 4,743,750 TNL Mediagene Ordinary Shares issuable as part of the agreed merger consideration under the Merger Agreement until certain specified dates after the Closing Date. Consequently, no TNL Mediagene Ordinary Shares will be issued to such shareholders in exchange for the 4,743,750 Blue Ocean Class B Shares on the Closing Date. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Merger — Sponsor Lock-Up and Support Agreement.”

However, if the actual facts are different from the assumptions laid out above, the anticipated share ownership of various holders of TNL Mediagene Ordinary Shares after the completion of the Merger will be different. TNL Mediagene shareholders would experience dilution to the extent TNL Mediagene issues additional shares after Closing, including to any PIPE Investors. In addition, the table above excludes certain potential sources of dilution, namely, TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options under TNL Mediagene’s 2015 Global Share Plan (the “2015 Plan”) and TNL Mediagene Ordinary Shares underlying the Public Warrants and the Blue Ocean Private Placement Warrants.

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In an effort to illustrate the extent of such dilution, the following table includes the issuance of (i) TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options; (ii) TNL Mediagene Ordinary Shares underlying the Public Warrants; and (iii) TNL Mediagene Ordinary Shares underlying the Blue Ocean Private Placement Warrants, but assumes that the principal balance of the 2023 Sponsor Convertible Note is settled by cash under the following redemption scenarios:

Potential sources of dilution:

	Assuming No Redemptions		Assuming 25% of Maximum Redemptions		Assuming 50% of Maximum Redemptions		Assuming 75% of Maximum Redemptions		Assuming Maximum Redemptions
	Shares	%	Shares	%	Shares	%	Shares	%	Shares	%
TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options	6,523,082	11.46	6,523,082	11.55	6,523,082	11.64	6,523,082	11.74	6,523,082	11.84
TNL Mediagene Ordinary Shares underlying the Public Warrants	9,487,500	16.66	9,487,500	16.80	9,487,500	16.94	9,487,500	17.08	9,487,500	17.22
TNL Mediagene Ordinary Shares underlying the Blue Ocean Private Placement Warrants	9,555,000	16.78	9,555,000	16.92	9,555,000	17.06	9,555,000	17.20	9,555,000	17.34
Total dilution	25,565,582	44.90	25,565,582	45.27	25,565,582	45.64	25,565,582	46.02	25,565,582	46.40
Total fully diluted TNL Mediagene Ordinary Shares outstanding	56,939,270	100.00	56,478,783	100.00	56,018,295	100.00	55,557,808	100.00	55,097,320	100.00

____________

(1)The Blue Ocean Private Placement Warrants consist of 9,225,000 warrants outstanding as of December 31, 2023, less 750,000 warrants which will be forfeited at the Closing Date in accordance with the Sponsor Lock-Up and Support Agreement, plus an additional 1,080,000 warrants assuming the holders of the 2023 Sponsor Convertible Note elect to convert them into warrants on the Closing Date.

This information should be read together with the pro forma combined financial information in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:What is the effective underwriting fee that will be received by the underwriter for the Blue Ocean IPO?

A:Needham & Company, LLC (“Needham”) acted as the underwriter in the Blue Ocean IPO consummated on December 7, 2021. Needham has received an initial underwriting commission of $3,795,000 and has performed all of its obligations to receive a deferred underwriting commission of $6,641,250 from Blue Ocean for the Blue Ocean IPO if the Merger is consummated, pursuant and subject to the terms of Needham’s engagement.

Q:When do you expect the Merger to be completed?

A:It is currently anticipated that the Merger will be consummated promptly following the Blue Ocean extraordinary general meeting, which is set for           , 2024; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to other customary closing conditions. For a description of the conditions for the completion of the Merger, see the section titled “The Merger Agreement and Ancillary Documents — Conditions to Closing.”

Q:What do I need to do now?

A:Blue Ocean urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Merger will affect you as a shareholder of Blue Ocean. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:When and where will the extraordinary general meeting take place?

A:The extraordinary general meeting will be held on           , 2024, at           , time, at           , or such other date, time and place to which such meeting may be postponed or adjourned.

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Q:How do I attend the extraordinary general meeting?

A:The extraordinary general meeting will be held on           , 2024, at           , time, at           , where you may vote and submit your questions during the extraordinary general meeting. You may submit your proxy vote via the Internet by following the instructions provided on the proxy card mailed to you or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and you wish to attend the extraordinary general meeting in person, you must obtain a legal proxy from the shareholder of record. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy.

Q:How do I vote?

A:If you are a holder of record of Blue Ocean Ordinary Shares at the close of business on the record date, you may vote online or in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, we urge you to vote by proxy to ensure your vote is counted.

You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope so that it is received no later than 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). By signing the proxy card and returning it, you are authorizing the individuals named on the proxy card to vote your shares at the extraordinary general meeting in the manner you indicate. You may still attend the extraordinary general meeting and vote online if you have already voted by proxy.

If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend and vote at the extraordinary general meeting in person, obtain a legal proxy from the shareholder of record. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy.

Q:If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

Q:May I change my vote after I have mailed my signed proxy card?

A:Yes. Shareholders of record may send a later-dated, signed proxy card to Blue Ocean so that it is received no later than 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). Shareholders of record also may revoke their proxy by sending a notice of revocation to Blue Ocean’s board of directors, which must be received prior to the vote at the extraordinary general meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to attend the extraordinary general meeting and vote in person, you must obtain a legal proxy from the shareholder of record. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy.

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Q:What constitutes a quorum for the extraordinary general meeting?

A:A quorum is the minimum number of Blue Ocean Ordinary Shares that must be present to hold a valid meeting. Holders of one-third of Blue Ocean Ordinary Shares on the record date issued and outstanding and entitled to vote at the Blue Ocean extraordinary general meeting, present in person or represented by proxy, constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or nominee) or if you vote online. Abstentions will count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the extraordinary general meeting. As of the record date, [•] Blue Ocean Ordinary Shares would be required to achieve a quorum.

Q:What shareholder vote thresholds are required for the approval of each proposal brought before the extraordinary general meeting?

•Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding a majority of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

•Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding at least two-thirds of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which quorum is present.

•Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding a majority of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

The Blue Ocean Class A Shares and Blue Ocean Class B Shares are entitled to vote together as a single class on all matters to be considered at the extraordinary general meeting. Voting on all resolutions at the extraordinary general meeting will be conducted by way of a poll vote. Shareholders will have one vote for each Blue Ocean Ordinary Share owned at the close of business on the record date.

Brokers are not entitled to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:What happens if I fail to take any action with respect to the extraordinary general meeting?

A:If you fail to take any action with respect to the extraordinary general meeting and fail to redeem your Public Shares following the procedure described in this proxy statement/prospectus and the Merger is approved by the Blue Ocean shareholders and consummated, you will become a shareholder of TNL Mediagene.

If you fail to take any action with respect to the extraordinary general meeting and the Merger is not approved, you will continue to be a shareholder of Blue Ocean and Blue Ocean will continue to search for another target business with which to complete an initial business combination. If Blue Ocean does not complete an initial business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean must cease all operations except for the purpose of winding up, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of Blue Ocean’s remaining shareholders and its board of directors, dissolve and liquidate.

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Q:What should I do with my share certificates?

A:Shareholders who do not elect to have their Blue Ocean Ordinary Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Blue Ocean’s transfer agent regarding what to do with their certificates.

Blue Ocean Public Shareholders who elect to exercise their redemption rights must either tender their share certificates (if any) to Blue Ocean’s transfer agent or deliver their Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case no later than two business days prior to the extraordinary general meeting as described above.

Q:What should I do if I receive more than one set of voting materials?

A:Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Blue Ocean Ordinary Shares.

Q:Who can help answer my questions?

A:If you have questions about the Merger or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Blue Ocean’s proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free: (800) 662-5200
Banks and brokers call: (203) 658-9400
Email: BOCN.info@investor.morrowsodali.com

You may also obtain additional information about Blue Ocean from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a Blue Ocean Public Shareholder and you intend to seek redemption of your shares, you will need to either tender your share certificates (if any) to Blue Ocean’s transfer agent at the address below or deliver your Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case at least two business days prior to the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your share certificates and redemption request, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Merger Agreement, the Merger and the other matters being considered at the extraordinary general meeting of Blue Ocean shareholders. For additional information, see “Where You Can Find More Information” on page 249. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Parties to the Merger

TNL Mediagene

TNL Mediagene is Asia’s next-generation media company built around a portfolio of diverse and trusted digital media brands and a suite of AI-powered advertising and data analytics solutions. With data at its core, TNL Mediagene operates media, technology and digital studio businesses primarily in Japan and Taiwan, with a vision to expand into other key East and Southeast Asian markets outside of mainland China. Through its trusted digital media brands, AI-powered advertising and data analytics technology and digital studio solutions, TNL Mediagene aims to provide multinational clients with unmatched opportunities to contextually reach and engage with Millennial and Gen Z audiences across the East and Southeast Asian region, one of the largest and most attractive audience segments in the world.

TNL Mediagene was formed in May 2023 by the merger of TNL (formerly “The News Lens Co., Ltd.”) and Mediagene Inc. (“Mediagene”). Mediagene publishes well-known and trusted digital media brands, such as ROOMIE and MASHING UP, as well as Japanese editions of global digital media brands, including Gizmodo Japan, Lifehacker Japan and Business Insider Japan, and also provides integrated digital studio, agency and marketing solutions. TNL owns several popular digital media brands in Taiwan, including The News Lens, iCook, and Sports Vision, and also operates AI-powered data analytics and advertising technology and market research assets. As a combined company, TNL Mediagene has built upon the respective strengths of its predecessors and has created synergies between the unique capabilities of both companies — TNL’s data analytics, advertising technologies and direct-to-client advertising sales platform and Mediagene’s portfolio of iconic digital media brands in the larger Japanese market, innovative content marketing, integrated marketing, live events, and retail media capabilities — while maintaining the shared core values and focus on high-quality independent digital media publishing.

TNL Mediagene provides its advertising clients and partners with a distinctive value proposition, anchored on a portfolio of diverse and trusted digital media brands and a suite of AI-powered advertising and data analytics solutions. With its strong foundation in digital media, TNL Mediagene has prioritized collecting more and better data, developing more data-focused services and products, delivering performance advertising that gives its clients higher return on advertising spending, and achieving audience growth by strengthening its audience share in its existing content categories, expanding into new content categories and growing into new geographic markets.

Media and Branded Content.As an independent digital media publisher, TNL Mediagene delivers independent and inspiring digital content to its Millennial and Gen Z audiences in Japan, Taiwan and throughout the East and, ultimately, Southeast Asia region. For the three months ended February 29, 2024, TNL Mediagene’s 22 digital media brands across five content categories — news and business, B2B media, technology, lifestyle and food, and sports and entertainment — have reached over 40 million average monthly unique users, or MUU, in three languages, Japanese, Chinese and English, with over 175 million average monthly digital footprints across websites, social-media platforms and mobile apps.

Technology.TNL Mediagene’s data analytics and AI-powered technology provides deep insight into the content consumption and engagement behaviors of its users and enables it to optimize audience monetization by creating and delivering captivating and high-quality content and deep two-way connections with its audience, particularly among members of the Millennial and Gen Z generations. TNL Mediagene’s 22 trusted digital media brands cover diverse categories, offering high engagement with the growing and affluent digital-native generations primarily in Japan and Taiwan, and deliver high-quality advertisement performance in the digital advertising and growing retail media spaces. TNL Mediagene has represented over 850 regional and global advertising clients across diverse industries, including multinational companies and government agencies, and provides a one-stop access point

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for their digital advertising and marketing needs, delivering with greater return on advertising spend, measurable monetization opportunities and competitive advantages through personalized advertising, content marketing, retail media and integrated marketing and live event solutions.

Digital Studio.TNL Mediagene’s integrated digital studios, agencies and market research teams provide a comprehensive suite of strategic, creative design, research and communication services that help its clients reach and engage their target audiences and build communities for their brands. Ranging from campaign planning, communication strategy, marketing content creation, and event planning to digital agency services with social media strategy, influencer recruiting, and UX/UI design, TNL Mediagene’s integrated digital studio, agency and market research solutions help formulate and deliver key messages to its clients’ target audiences both online and offline and enables its to build long-term relationships with B2C and B2B clients through multi-year projects.

Building on these three synergizing business segments, TNL Mediagene’s total revenue increased from $20.0 million in 2022 to $35.8 million in 2023, representing 79.1% year-on-year growth, including revenue earned by former Mediagene which merged with TNL in May 2023. On a pro forma basis, accounting for a full year of former Mediagene’s results, TNL Mediagene would have earned $45.2 million in revenue in 2023. TNL Mediagene’s cost of revenue also increased significantly to $23.2 million in 2023, from $12.2 million in 2022. For more detail, see “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Combined Financial Information.”

TNL Mediagene’s registered address is at the offices of Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The mailing address of TNL Mediagene’s principal executive office in Japan is 23-2 Maruyamacho, Shibuya-ku, Tokyo 150-0044, Japan (telephone number: +81-(0)3-5784-6742). The mailing address of TNL Mediagene’s principal executive office in Taiwan is 4F., No.88, Yanchang Rd., Xinyi District, Taipei City 110, Taiwan (telephone number: +866-2-6638-5108).

Blue Ocean Acquisition Corp

Blue Ocean Acquisition Corp is a blank check company incorporated on March 26, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Prior to executing the Merger Agreement, Blue Ocean’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

On December 7, 2021, Blue Ocean consummated the Blue Ocean IPO of 16,500,000 Blue Ocean Units, each Blue Ocean Unit consisting of one Blue Ocean Class A Share, and one-half of one redeemable Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one Blue Ocean Class A Share for $11.50 per share (subject to adjustment). The Blue Ocean Units were sold at a price of $10.00 per Blue Ocean Unit, and the Blue Ocean IPO generated gross proceeds of $165,000,000. Substantially concurrent with the closing of the Blue Ocean IPO, Blue Ocean consummated a private placement (the “Private Placement”) with its Sponsor and Apollo, of an aggregate of 8,235,000 Blue Ocean Private Placement Warrants at a price of $1.00 per Blue Ocean Private Placement Warrant, generating gross proceeds to the Company of $8,235,000. On December 7, 2021, a total of $168,300,000 of the net proceeds from the Blue Ocean IPO and the Private Placement were deposited in the Trust Account.

On December 7, 2021, the Underwriter exercised in full the option granted to them by Blue Ocean to purchase up to 2,475,000 additional Units (the “Over-Allotment Option Units”) solely to cover over-allotments, which option was granted to them under the underwriting agreement for the Blue Ocean IPO. The sale of these 2,475,000 Over-Allotment Option Units closed on December 9, 2021, generating gross proceeds of $24,750,000. Substantially concurrent with the closing of the over-allotment option, Blue Ocean consummated a private placement (the “Additional Private Placement” and, together with the Private Placement, the “Private Placements”) with its Sponsor of an additional 990,000 Blue Ocean Private Placement Warrants at a price of $1.00 per Blue Ocean Private Placement Warrant, generating gross proceeds of $990,000. On December 9, 2021, a total of $25,245,000 of the proceeds from the closing of the Over-Allotment Option Units and the Additional Private Placement were deposited into the Trust Account, resulting in a total deposit of $193,545,000 in the Trust Account as of December 9, 2021.

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Transaction costs associated with the Blue Ocean IPO amounted to $12,517,335, consisting of $3,795,000 in cash of underwriting fees, $6,641,250 of deferred underwriting fees (which will be payable upon consummation of the Merger), $1,248,100 of offering costs related to the fair value of the Founder Shares sold to Apollo, and $832,985 of other offering costs.

On January 21, 2022, Blue Ocean announced that, commencing January 24, 2022, holders of the 18,975,000 Blue Ocean Units sold in the Blue Ocean IPO may elect to separately trade Blue Ocean Class A Shares and the Blue Ocean Warrants included in the Units. Those Blue Ocean Units not separated continued to trade on the Nasdaq Global Market under the symbol “BOCNU” and Blue Ocean Class A Shares and Blue Ocean Warrants that were separated trade under the symbols “BOCN” and “BOCNW,” respectively.

Blue Ocean initially had until June 7, 2023 to consummate an initial business combination (or until September 7, 2023 if the period of time to consummate a business combination was extended). On August 29, 2023, shareholders of Blue Ocean held the Extension Meeting in lieu of the 2023 annual general meeting of the shareholders of Blue Ocean. At the Extension Meeting, Blue Ocean Public Shareholders approved the proposal to amend the Blue Ocean Articles to give Blue Ocean the right to extend the date by which it has to consummate a business combination from September 7, 2023 to June 7, 2024, by depositing into the Trust Account $60,000 for each of the nine subsequent one-month extensions. In connection therewith the shareholders of record were provided the opportunity to exercise their redemption rights (the “Blue Ocean Extension”). Holders of 12,817,785 Blue Ocean Class A Shares exercised their right to redeem at a per share redemption price of approximately $10.67. On September 5, 2023, a total of $136,786,445 in redemption payments were made in connection with this redemption. Following the redemption, Blue Ocean had a total of 6,157,215 Blue Ocean Class A Shares outstanding. On May 29, 2024, shareholders of Blue Ocean held the Second Extension Meeting in lieu of the 2024 annual general meeting of the shareholders of Blue Ocean. At the Second Extension Meeting, Blue Ocean Public Shareholders approved the proposal to amend the Blue Ocean Articles to give Blue Ocean the right to extend the date by which it has to consummate a business combination from June 7, 2024 to December 7, 2024, by depositing into the Trust Account $30,000 for each of the six subsequent one-month extensions. Holders of 4,315,265 Blue Ocean Class A Shares exercised their right to redeem at a per share redemption price of approximately $11.20. Approximately $48.3 million in redemption payments will be made in connection with the Second Blue Ocean Extension. Following the redemption, Blue Ocean had a total of 1,841,950 Blue Ocean Class A Shares outstanding.

Blue Ocean’s principal executive office is located at 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815.

Merger Sub

Merger Sub is a newly formed Cayman Islands exempted company and a wholly owned subsidiary of TNL Mediagene. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for TNL Mediagene.

The Merger Agreement (page 110)

The terms and conditions of the merger of Merger Sub with and into Blue Ocean (the “Merger”), with Blue Ocean continuing as the surviving entity after the Merger and a wholly owned subsidiary of TNL Mediagene (such company, as the surviving entity of the Merger, the “Surviving Entity”), and the other transactions resulting in TNL Mediagene continuing as the parent/public company (the “Transactions”) are contained in the Merger Agreement, which is attached as Annex A-1 and Annex A-2 to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

Closing of the Merger and the Transactions

On the Closing Date and immediately prior to the Effective Time, (i) the memorandum and articles of association of TNL Mediagene in effect immediately prior to the Effective Time will be replaced with the TNL Mediagene A&R Articles, (ii) each issued and outstanding ordinary share of TNL Mediagene, par value $0.0001 per share (each such share, a “TNL Mediagene Pre-Split Ordinary Share”), will be redesignated as an Ordinary Share (as defined in the TNL Mediagene A&R Articles), par value $0.0001 per share, and each TNL Mediagene Pre-Split Ordinary Share held in TNL Mediagene’s treasury immediately prior to such redesignation will be automatically cancelled and extinguished without any redesignation, subdivision or payment

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therefor, (iii) immediately following such redesignation but prior to the Effective Time, TNL Mediagene will effect a reverse share split to cause the deemed value of the outstanding TNL Mediagene Pre-Split Ordinary Shares immediately prior to the Effective Time to equal $10.00 on a fully diluted basis, based on TNL Mediagene’s implied valuation immediately before the consummation of the Merger (the “Reverse Share Split”), and (iv) any option of TNL Mediagene issued and outstanding immediately prior to the Reverse Share Split will be adjusted to give effect to the foregoing transactions pursuant to the methodology set forth in the Merger Agreement (the “Option Adjustment,” and, together with the transactions described in (i) through (iii), the “Recapitalization”).

Pursuant to the Merger Agreement, (i) immediately prior to the Effective Time, each Blue Ocean Class B Share (excluding any Blue Ocean Class B Share forfeited in accordance with the Sponsor Lock-Up and Support Agreement) shall be automatically converted into one Blue Ocean Class A Share in accordance with the terms of the Blue Ocean Articles and each Blue Ocean Class B Share shall no longer be outstanding and shall automatically be canceled, and each former holder of Blue Ocean Class B Shares shall thereafter cease to have any rights with respect to such Blue Ocean Class B Shares (the “Blue Ocean Class B Conversion”); (ii) immediately prior to the Effective Time, the Blue Ocean Class A Shares and the Public Warrants comprising each issued and outstanding Blue Ocean Unit immediately prior to the Effective Time shall be automatically separated (the “Unit Separation”) and the holder thereof shall thereafter hold one Blue Ocean Class A Share and one-half of one Public Warrant; provided that no fractional Public Warrants will be issued in connection with the Unit Separation such that if a holder of Blue Ocean Units would be entitled to receive a fractional Public Warrant upon the Unit Separation, the number of Public Warrants to be issued to such holder upon the Unit Separation shall be rounded down to the nearest whole number of Public Warrants; (iii) each Blue Ocean Class A Share (which, for the avoidance of doubt, includes the Blue Ocean Class A Shares issued in connection with the Blue Ocean Class B Conversion and the Blue Ocean Class A Shares held as a result of the Unit Separation) that is issued and outstanding as of immediately prior to the Effective Time (other than any Blue Ocean shares held in treasury and redeeming Blue Ocean shares) (a) shall be converted automatically into the right to receive one TNL Mediagene Ordinary Share (for the avoidance of doubt, after giving effect to the Recapitalization), and (b) shall no longer be outstanding and shall automatically be canceled by virtue of the Merger, and each former holder of Blue Ocean Class A Shares shall thereafter cease to have any rights with respect to such securities, except as expressly provided herein; (iv) each Blue Ocean Warrant (which, for the avoidance of doubt, includes the Public Warrants held as a result of the Unit Separation) that is issued and outstanding immediately prior to the Effective Time shall cease to be a warrant with respect to Blue Ocean Class A Shares and shall be converted automatically into the right to receive a corresponding TNL Mediagene Warrant exercisable for TNL Mediagene Ordinary Shares. Each TNL Mediagene Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Blue Ocean Warrant immediately prior to the Effective Time in accordance with the provisions of the Amended and Restated Warrant Agreement; (v) each ordinary share of Merger Sub that is issued and outstanding immediately prior to the Effective Time will automatically be converted into one ordinary share, par value $1.00 per share, of the Surviving Entity; (vi) each Blue Ocean Class A Share and Blue Ocean Class B Share held in Blue Ocean’s treasury or owned by TNL Mediagene or Merger Sub or any other wholly owned subsidiary of TNL Mediagene or Blue Ocean immediately prior to the Effective Time will automatically be cancelled and extinguished without any conversion thereof or payment therefor; and (vii) each redeeming Blue Ocean Class A Share issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist and will thereafter represent only the right of the holder thereof to be paid a pro rata share of the amount payable to Blue Ocean Public Shareholders due to their exercise of redemption rights (the “Blue Ocean Shareholder Redemption Amount”) in accordance with the Blue Ocean Articles.

Agreements Entered Into in Connection with the Merger (page 122)

Sponsor Lock-Up and Support Agreement

In connection and concurrently with the execution and delivery of the Merger Agreement, Blue Ocean, Sponsor, Apollo SPAC Fund I, L.P., Apollo Credit Strategies Master Fund Ltd. (Apollo SPAC Fund I, L.P. and Apollo Credit Strategies Master Fund, Ltd., collectively “Apollo”), and certain members of Blue Ocean’s board of directors, management team and advisory board (“Insiders”) and certain other shareholders of Blue Ocean (“Other Investors”) entered into an amended and restated letter agreement (“Sponsor Lock-Up and Support Agreement”), pursuant to which Sponsor, Apollo and such Insiders and Other Investors agreed, among other things, (i) that 4,743,750 TNL Mediagene Ordinary Shares issuable as part of the agreed merger consideration in exchange for the 4,743,750 Blue Ocean Class B Shares owned by them (such TNL Mediagene Ordinary Shares, the “Earn-Out Shares”) will be issued

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at the times and subject to the conditions in the Sponsor Lock-Up and Support Agreement; (ii) that the Earn-Out Shares, to the extent issued, will be subject to certain transfer restrictions; (iii) that Sponsor and Apollo will forfeit an aggregate of 750,000 Blue Ocean Private Placement Warrants held by them at the Closing; and (iv) that no Blue Ocean Private Placement Warrants will be transferred by them until 30 days after the Closing, in the case of each of clause (i) and (ii), subject to the terms and conditions contemplated by the Sponsor Lock-Up and Support Agreement. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Merger — Sponsor Lock-Up and Support Agreement.”

TNL Mediagene Shareholder Lock-Up and Support Agreement

In connection and concurrently with the execution of the Merger Agreement, TNL Mediagene, Blue Ocean and certain shareholders of TNL Mediagene (the “TNL Mediagene Holders”) entered into a lock-up and support agreement (the “TNL Mediagene Shareholder Lock-Up and Support Agreement”), pursuant to which, among other things, the TNL Mediagene Holders agreed not to transfer, other than to affiliates or other TNL Mediagene Holders, any of such TNL Mediagene Holders’ ordinary shares of TNL Mediagene held prior to the consummation of the Merger or termination of the Merger Agreement in accordance with its terms. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Merger — TNL Mediagene Shareholder Lock-Up and Support Agreement.”

Registration Rights Agreement

Upon consummation of the Merger, Blue Ocean, TNL Mediagene, Sponsor, and certain existing shareholders of Blue Ocean and TNL Mediagene will enter into a registration rights agreement (the “Registration Rights Agreement”) containing customary registration rights for Sponsor and other shareholders of Blue Ocean and TNL Mediagene. Pursuant to the Registration Rights Agreement, holders of registrable securities of TNL Mediagene will be entitled to make up to three demands that TNL Mediagene register such securities and an additional two demands that TNL Mediagene register the Earn-Out Shares. In addition, holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Merger. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Merger — Registration Rights Agreement.”

Amended and Restated Warrant Agreement

Immediately prior to the Closing, Blue Ocean, TNL Mediagene and Continental will enter into an assignment, assumption and amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”), pursuant to which Blue Ocean will assign to TNL Mediagene all of its rights, interests, and obligations in and under the Warrant Agreement, dated December 2, 2021, by and between Blue Ocean and Continental, and the terms and conditions of such Warrant Agreement will be amended and restated to, among other things, reflect the assumption of Public Warrants and Blue Ocean Private Placement Warrants by TNL Mediagene.

The Business Combination Proposal (page 85)

The Business Combination Proposal is a proposal to consider and vote upon, as an ordinary resolution, a proposal to approve, ratify and authorize the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A-1and Annex A-2, respectively, and the transactions contemplated therein, including the Merger, with Blue Ocean surviving the Merger as a wholly owned subsidiary of TNL Mediagene.

The Merger Proposal (page 108)

The Merger Proposal is a proposal to consider and vote upon, as a special resolution, a proposal to approve and authorize the Merger and the Plan of Merger by and among Blue Ocean, Merger Sub and TNL Mediagene, substantially in the form attached to this proxy statement/prospectus as Annex C.

The Adjournment Proposal (page 109)

The Adjournment Proposal is a proposal to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the

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tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or where Blue Ocean’s board of directors has determined it is otherwise necessary.

Date, Time and Place of Extraordinary General Meeting of Blue Ocean Shareholders

The extraordinary general meeting will be held on , 2024, at     ,    time, at   , or at such other time, on such other date and at such other place to which the meeting may be adjourned.

Voting Power; Record Date

Blue Ocean shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Blue Ocean Ordinary Shares at the close of business on [], 2024, which is the record date for the extraordinary general meeting. Blue Ocean shareholders will have one vote for each Blue Ocean Ordinary Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [    ] Blue Ocean Class A Shares issued and outstanding and [   ] Blue Ocean Class B Shares issued and outstanding.

Redemption Rights

If you are a Blue Ocean Public Shareholder, other than the Sponsor, shareholders of Blue Ocean prior to the Blue Ocean IPO and Blue Ocean’s officers and directors (to the extent they hold Public Shares), you have the right to request that Blue Ocean redeem your Public Shares for a pro rata portion of the cash held in Blue Ocean’s Trust Account, calculated as of two business days prior to the consummation of the Merger in accordance with the Blue Ocean Articles.

Notwithstanding the foregoing, a Blue Ocean Public Shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Blue Ocean Public Shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group,” will not be redeemed and converted into cash.

If you are a Blue Ocean Public Shareholder and wish to exercise your redemption rights, you must:

•if you hold Public Shares through Blue Ocean Units, elect to separate your Blue Ocean Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

•submit a written request to Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, in which you (i) request that Blue Ocean redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

•either tender your share certificates (if any) to Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, or deliver your Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) System.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern time, on, 2024, two business days prior to the extraordinary general meeting, in order for their Public Shares to be redeemed. If you hold the Public Shares in “street name,” you will have to coordinate with your broker, bank or nominee to have the Public Shares you beneficially own certificated and delivered electronically.

Any Blue Ocean Public Shareholder satisfying the requirements for exercising redemption rights will be entitled to a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $, or $   per share, as of the record date) calculated as of two business days prior to the consummation of the

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Merger, including interest earned on the funds in the Trust Account and not previously released to Blue Ocean to pay income taxes. Such amount will be paid promptly upon consummation of the Merger. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a Blue Ocean Public Shareholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you tender your share certificates (if any) to Blue Ocean’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Blue Ocean’s transfer agent return your share certificates (physically or electronically). You may make such request by contacting Blue Ocean’s transfer agent at the address listed below.

Any Blue Ocean Public Shareholder who elects to exercise Dissent Rights (which dissenter rights are discussed in the section titled “Do I have appraisal rights if I object to the proposed Merger?”) will lose their right to have their Public Shares redeemed in accordance with the Blue Ocean Articles. The certainty provided by the redemption process may be preferable for Blue Ocean Public Shareholders wishing to exchange their Public Shares for cash. This is because Dissent Rights may be lost or extinguished, including where Blue Ocean and the other parties to the Merger Agreement determine to delay the consummation of the Merger in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law, in which case any Blue Ocean Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration comprising one TNL Mediagene Ordinary Share for each of their Public Shares.

If a Blue Ocean Public Shareholder exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Blue Ocean Class A Shares for cash and will not become a shareholder of TNL Mediagene. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Blue Ocean Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

The closing price of Blue Ocean Class A Shares on, 2024, the extraordinary general meeting record date, was $   . The cash held in the Trust Account on such date was approximately $ ($ per Public Share). Prior to exercising redemption rights, shareholders should verify the market price of Blue Ocean Class A Shares as they may receive higher proceeds from the sale of their Blue Ocean Class A Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Blue Ocean cannot assure its shareholders that they will be able to sell their Blue Ocean Class A Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

The following table presents the anticipated share ownership of various holders of TNL Mediagene Ordinary Shares after the completion of the Merger and giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, based on the assumption that no additional equity securities of TNL Mediagene will be issued at or prior to Closing, except for those issued in the case that holders of the DaEX Conversion Rights and the 2024 TNL Mediagene Convertible Notes elect to redeem their conversion rights to receive TNL Mediagene Ordinary Shares and that there are no Dissenting Blue Ocean Shareholders, under the following redemption scenarios:

•Assuming No Redemptions:    This scenario assumes that no Blue Ocean Public Shareholder exercises redemption rights with respect to their Public Shares. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 25% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 460,488 Public Shares will exercise their redemption rights for approximately $5.2 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

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•Assuming 50% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 920,975 Public Shares will exercise their redemption rights for approximately $10.3 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 75% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 1,381,463 Public Shares will exercise their redemption rights for approximately $15.5 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 1,841,950 Public Shares will exercise their redemption rights for approximately $20.7 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, which is the maximum number of Public Shares that could be redeemed by Blue Ocean Public Shareholders. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

	Assuming No Redemptions		Assuming 25% Redemptions		Assuming 50% Redemptions		Assuming 75% Redemptions		Assuming Maximum Redemptions
	Shares	%	Shares	%	Shares	%	Shares	%	Shares	%
TNL Mediagene shareholders(1)	24,604,219	78.42	24,604,219	79.59	24,604,219	80.79	24,604,219	82.04	24,604,219	83.31
DaEX Conversion Right Holders	61,222	0.20	61,222	0.20	61,222	0.20	61,222	0.20	61,222	0.21
2024 TNL Mediagene Convertible Notes holders	122,547	0.39	122,547	0.40	122,547	0.40	122,547	0.41	122,547	0.42
Blue Ocean Public Shareholders	1,841,950	5.87	1,381,463	4.47	920,975	3.02	460,488	1.54	—	—
Total shares outstanding at Closing	26,629,938	84.88	26,169,451	84.65	25,708,963	84.42	25,248,476	84.18	24,787,988	83.94
Blue Ocean initial shareholders(2)	4,743,750	15.12	4,743,750	15.35	4,743,750	15.58	4,743,750	15.82	4,743,750	16.06
Total shares outstanding at Closing and deferred shares	31,373,688	100.00	30,913,201	100.00	30,452,713	100.00	29,992,226	100.00	29,531,738	100.00

____________

(1)Assumes that, immediately prior to the Effective Time, 218,816,761 TNL Mediagene Ordinary Shares outstanding will be automatically converted into 24,604,219 TNL Mediagene Ordinary Shares by the Split Factor, which is 0.112442111.

(2)The holders of 4,743,750 Blue Ocean Class B Shares agreed in the Sponsor Lock-up and Support Agreement to defer receiving 4,743,750 TNL Mediagene Ordinary Shares issuable as part of the agreed merger consideration under the Merger Agreement until certain specified dates after the Closing Date. Consequently, no TNL Mediagene Ordinary Shares will be issued to such shareholders in exchange for the 4,743,750 Blue Ocean Class B Shares on the Closing Date. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Merger — Sponsor Lock-Up and Support Agreement.”

However, if the actual facts are different from the assumptions laid out above, the anticipated share ownership of various holders of TNL Mediagene Ordinary Shares after the completion of the Merger will be different. TNL Mediagene shareholders would experience dilution to the extent TNL Mediagene issues additional shares after Closing, including to any PIPE Investors. In addition, the table above excludes certain potential sources of dilution, namely, TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options under the 2015 Plan and TNL Mediagene Ordinary Shares underlying the Public Warrants and the Blue Ocean Private Placement Warrants.

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In an effort to illustrate the extent of such dilution, the following table includes the issuance of (i) TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options; (ii) TNL Mediagene Ordinary Shares underlying the Public Warrants; and (iii) TNL Mediagene Ordinary Shares underlying the Blue Ocean Private Placement Warrants, but assumes that the principal balance of the 2023 Sponsor Convertible Note is settled by cash under the following redemption scenarios:

Potential sources of dilution:

	Assuming No Redemptions		Assuming 25% of Maximum Redemptions		Assuming 50% of Maximum Redemptions		Assuming 75% of Maximum Redemptions		Assuming Maximum Redemptions
	Shares	%	Shares	%	Shares	%	Shares	%	Shares	%
TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options	6,523,082	11.46	6,523,082	11.55	6,523,082	11.64	6,523,082	11.74	6,523,082	11.84
TNL Mediagene Ordinary Shares underlying the Public Warrants	9,487,500	16.66	9,487,500	16.80	9,487,500	16.94	9,487,500	17.08	9,487,500	17.22
TNL Mediagene Ordinary Shares underlying the Blue Ocean Private Placement Warrants	9,555,000	16.78	9,555,000	16.92	9,555,000	17.06	9,555,000	17.20	9,555,000	17.34
Total dilution	25,565,582	44.90	25,565,582	45.27	25,565,582	45.64	25,565,582	46.02	25,565,582	46.40
Total fully diluted TNL Mediagene Ordinary Shares outstanding	56,939,270	100.00	56,478,783	100.00	56,018,295	100.00	55,557,808	100.00	55,097,320	100.00

____________

(1)The Blue Ocean Private Placement Warrants consist of 9,225,000 warrants outstanding as of December 31, 2023, less 750,000 warrants which will be forfeited at the Closing Date in accordance with the Sponsor Lock-Up and Support Agreement, plus an additional 1,080,000 warrants assuming the holders of the 2023 Sponsor Convertible Note elect to convert them into warrants on the Closing Date.

This information should be read together with the pro forma combined financial information in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Appraisal Rights under the Cayman Companies Law

Holders of record of Blue Ocean Ordinary Shares may have appraisal rights in connection with the Merger under the Cayman Companies Law. Holders of record of Blue Ocean Ordinary Shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Blue Ocean Ordinary Shares must give written objection to the Merger to Blue Ocean prior to the shareholder vote to approve the Merger and follow the procedures set out in Section 238 of the Cayman Companies Law. These statutory appraisal rights are separate to and mutually exclusive of the right of Blue Ocean Public Shareholders to demand that their Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Blue Ocean Articles. Blue Ocean believes that the fair value of the Blue Ocean Ordinary Shares determined under Section 238 of the Cayman Companies Law would equal the amount that Blue Ocean shareholders would obtain if they exercise their redemption rights as described herein. Blue Ocean shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise appraisal rights under the Cayman Companies Law. A Blue Ocean shareholder which elects to exercise appraisal rights must do so in respect of all of the Blue Ocean Ordinary Shares that person holds and will lose his, her, or its right to exercise his, her or its redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Blue Ocean Shareholders — Appraisal Rights under the Cayman Companies Law.”

Blue Ocean shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

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Blue Ocean’s Board of Directors’ Reasons for the Merger (page 93)

Blue Ocean’s board of directors, in evaluating the Merger, consulted with Blue Ocean’s management and financial and legal advisors, and unanimously decided (i) that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Blue Ocean and its shareholders and (ii) to recommend that the shareholders adopt the Merger Agreement and approve the Merger and the Transactions. Blue Ocean’s board of directors considered a range of factors pertaining to the Merger as generally supporting their decision to enter into the Merger Agreement (including the Merger) and the other Transactions, including, but not limited to, the factors discussed in the section referenced below.

Blue Ocean’s board of directors concluded that the potential benefits that it expected Blue Ocean and Blue Ocean’s shareholders to achieve as a result of the Merger outweighed the potentially negative factors and other risks associated with the Merger. Accordingly, Blue Ocean’s board of directors unanimously determined that the Merger Agreement, the ancillary agreements referenced therein, and the transactions contemplated thereby were advisable to and in the best interests of Blue Ocean and its shareholders. For a more complete description of Blue Ocean’s board of directors’ reasons for approving the Merger, including other factors and risks considered by Blue Ocean’s board of directors, see the section entitled “Proposal One — The Business Combination Proposal — Blue Ocean’s Board of Directors’ Reasons for the Merger” in this proxy statement/prospectus.

Interests of Certain Persons in the Merger (page 102)

In considering the recommendation of Blue Ocean’s board of directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Blue Ocean’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Blue Ocean shareholders generally. If Blue Ocean does not complete the Merger with TNL Mediagene or another business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean must redeem 100% of the outstanding Public Shares and liquidate and dissolve. As a result, and given the Sponsor’s interests in the Merger, the Sponsor may be incentivized to complete a business combination with a less favorable combination partner or on terms less favorable to Blue Ocean Public Shareholders rather than fail to complete a business combination and be forced to liquidate and dissolve Blue Ocean. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger” in this proxy statement/prospectus for a description of these interests.

Certain of TNL Mediagene’s directors and executive officers beneficially own TNL Mediagene Ordinary Shares and/or hold options to purchase TNL Mediagene Ordinary Shares. See the sections titled “Beneficial Ownership of Securities” and “Management Following the Merger — Share-based Compensation” in this proxy statement/prospectus for more details.

Recommendation to Blue Ocean Shareholders

Blue Ocean’s board of directors has determined that each of the proposals outlined herein is fair to and in the best interests of Blue Ocean and its shareholders and recommended that Blue Ocean shareholders vote “FOR” the Business Combination proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Certain Material U.S. Federal Income Tax Considerations (page 208)

For a description of certain material U.S. federal income tax consequences of the Merger, the exercise of redemption rights in respect of the Public Shares and the ownership and disposition of TNL Mediagene Ordinary Shares, please see “Material U.S. Federal Income Tax Considerations.”

Anticipated Accounting Treatment

TNL Mediagene prepares its financial statements in accordance with IFRS. The Merger will be accounted for as a capital reorganization. Under this method of accounting, Blue Ocean will be treated as the accounting acquiree for financial reporting purposes. Accordingly, the Merger will be treated as the equivalent of TNL Mediagene issuing shares at the Closing of the Merger for the net assets of Blue Ocean as of the Closing Date, accompanied by a recapitalization. The net assets of Blue Ocean will be stated at historical cost, with no goodwill or other intangible assets recorded.

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TNL Mediagene has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

•TNL Mediagene’s current shareholders will hold a majority of the voting power of the combined company after the Merger;

•TNL Mediagene’s operations will substantially comprise the ongoing operations of the combined company;

•Pursuant to the Merger Agreement, TNL Mediagene’s current shareholders will have the ability to nominate the majority of the members of the governing body of the combined company; and

•TNL Mediagene’s current senior management team will comprise a majority of the management of the combined company, with the exception of the CFO, which will be filled by Matt Lasov, CFO of Blue Ocean.

Furthermore, Blue Ocean does not meet the definition of a “business” pursuant to IFRS3, and thus, for accounting purposes, the Merger will be accounted for as a capital reorganization, within the scope of IFRS 2. The net assets of Blue Ocean will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of the deemed equity interest issued by TNL Mediagene over the fair value of Blue Ocean’s identifiable net assets acquired will be considered compensation for the service of a stock exchange listing for its shares and be expensed as incurred.

Comparison of Rights of Shareholders of Blue Ocean and Shareholders of TNL Mediagene (page 233)

If the Merger is successfully completed, holders of Blue Ocean Ordinary Shares will become holders of TNL Mediagene Ordinary Shares and their rights as shareholders will be governed by TNL Mediagene’s organizational documents. Please see “Comparison of Rights of TNL Mediagene Shareholders and Blue Ocean Shareholders.”

Emerging Growth Company

Each of Blue Ocean and TNL Mediagene is, and consequently, following the Merger, the combined company will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the combined company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the combined company’s securities less attractive as a result, there may be a less active trading market for the combined company’s securities and the prices of the combined company’s securities may be more volatile.

The combined company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the Closing Date, (b) in which TNL Mediagene has total annual gross revenue of at least $1.235 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the combined company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

TNL Mediagene is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, TNL Mediagene is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies that are listed on the Nasdaq. For example, TNL Mediagene is not required to have a majority of the board consisting of independent directors nor have a compensation committee or regularly scheduled executive sessions with only independent directors each year. TNL Mediagene intends to follow its home country’s corporate governance practices as long as it remains a foreign private issuer. As a result, TNL Mediagene’s shareholders may not have

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the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. As a foreign private issuer, TNL Mediagene is also subject to reduced disclosure requirements and is exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules. Please see “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Foreign Private Issuer Status.”

Regulatory Matters

The Merger is not subject to any U.S. federal or state regulatory requirement or approval or any foreign regulatory requirements or approvals, except for the filings with the Cayman Islands Registrar of Companies necessary to effectuate the Merger.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 21. Such risks include, but are not limited to:

Risks Related to TNL Mediagene’s Operations and Industry

•Adverse economic conditions in Japan, Taiwan and globally, including the potential onset of recession, could have a negative effect on TNL Mediagene’s business, results of operations, financial condition, and liquidity.

•TNL Mediagene drives a significant portion of its revenue from its relationships with the businesses to whom it provides digital media content and related advertising technology and data analytics services, including advertising and consumer data-related services, marketing services and other services.

•TNL Mediagene’s user numbers and engagement with its digital media brands and content are critical to its success.

•The market for digital advertising for brands is continuously and rapidly evolving. If this market develops more slowly or differently than TNL Mediagene expects, or TNL Mediagene fails to respond successfully to changes in the market, its business, growth prospects and financial condition could be adversely affected.

•If TNL Mediagene is unable to compete effectively with its competitors for users and advertising spend, its business and operating results could be harmed.

•TNL and Mediagene merged in May 2023 to form TNL Mediagene. TNL Mediagene may not be able to successfully integrate the two businesses and may continue to incur significant costs to integrate with and support Mediagene. TNL Mediagene also may not realize the anticipated benefits of the merger because of difficulties related to the integration, the achievement of such synergies, and other challenges faced by TNL Mediagene.

•TNL Mediagene’s financial results from period to period have fluctuated in the past and will fluctuate in the future.

•The loss of key personnel, or TNL Mediagene’s failure to attract and retain other highly qualified personnel in the future, could harm its business.

Risks Related to TNL Mediagene’s Technology, Security and Privacy

•TNL Mediagene’s ability to attract and retain advertising clients depends on its ability to collect and use data and develop tools to enable it to effectively deliver and accurately measure advertisements on its platform.

•The use of AI tools in TNL Mediagene’s business may cause us brand or reputational harm, competitive harm, or legal liability.

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•TNL Mediagene derives a significant portion of its users from third-party platforms and online search engines. Changes to the standard terms, conditions and policies of these providers that link to, have distributed or may distribute its content, such as Google Search and Google Discover, could adversely affect its business.

•TNL Mediagene’s business relies on certain trademarks, copyrights and other intellectual property rights that are licensed from third-party licensors. TNL Mediagene does not control these rights and any loss of its rights to them could materially adversely affect its business.

•TNL Mediagene depends on Amazon Web Services (“AWS”) for the vast majority of its compute, storage, data transfer and other services. Any disruption of, degradation in or interference with TNL Mediagene’s use of AWS could negatively affect its operations and harm our business, revenue and financial results.

Risks Related to TNL Mediagene Doing Business in Japan and Taiwan

•TNL Mediagene faces economic and political risks associated with doing business in Taiwan, particularly due to the geopolitical tension between Taiwan and mainland China that could negatively affect its business and hence the value of your investment.

Risks Related to Ownership of TNL Mediagene’s Securities

•A market for TNL Mediagene Ordinary Shares may not develop or be sustained, which would adversely affect the liquidity and price of TNL Mediagene’s securities.

•As TNL Mediagene is a “foreign private issuer” and intends to follow certain home country corporate governance practices, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

•TNL Mediagene has identified material weaknesses in its internal control over financial reporting. If TNL Mediagene’s remediation of these material weaknesses is not effective, or if TNL Mediagene experiences additional material weaknesses or otherwise fails to maintain an effective system of internal controls in the future, TNL Mediagene may not be able to report its financial results accurately or file its periodic reports as a public company in a timely manner.

Risks Related to the Merger and Blue Ocean

•The Sponsor and Apollo have agreed to vote in favor of the Merger, regardless of how Blue Ocean’s public shareholders vote.

•Blue Ocean may not be able to complete the Merger or any other business combination within the prescribed timeframe, in which case Blue Ocean would cease all operations, except for the purpose of winding up, and Blue Ocean would redeem the Blue Ocean Class A Shares and liquidate.

•Since the Sponsor and Blue Ocean’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Merger with Blue Ocean is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our initial business combination is not completed.

•TNL Mediagene’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

•Blue Ocean has no specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Blue Ocean to complete a business combination with which a substantial majority of Blue Ocean Public Shareholders do not agree.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF TNL MEDIAGENE

The following tables present the summary consolidated financial data of TNL Mediagene. TNL Mediagene prepares its consolidated financial statements in accordance with IFRS. The summary consolidated comprehensive income data for the fiscal years ended December 31, 2022 and 2023 and the summary consolidated financial position data as of December 31, 2022 and 2023 have been derived from TNL Mediagene’s audited consolidated financial statements, which are included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

Summary Consolidated Comprehensive Income Data

	Fiscal year ended December 31, 2022			Fiscal year ended December 31, 2023
Revenue	$	20,009,994		$	35,838,780
Cost of revenue		(12,268,798	)		(23,187,396	)
Gross profit		7,741,196			12,651,384
Operating Expenses:
Sales, general and administrative expenses		(8,648,811	)		(16,421,386	)
Research and development expenses		(2,509,069	)		(3,327,185	)
Total operating expenses		(11,157,880	)		(19,748,571	)
Operating loss		(3,416,684	)		(7,097,187	)
Non-operating income and expenses
Interest income		10,994			19,340
Other income		75,576			409,555
Other gains and losses		(8,174,802	)		5,160,379
Finance costs		(137,029	)		(298,958	)
Total Non-operating income and expenses		(8,225,261	)		5,290,316
Loss before income tax		(11,641,945	)		(1,806,871	)
Income tax benefit		247,177			591,082
Loss for the year	$	(11,394,768	)	$	(1,215,789	)
Components of other comprehensive income (loss) that will be reclassified to profit or loss
Exchange differences on translation of foreign operations	$	(717,130	)	$	(41,644	)
Other comprehensive loss, net of income tax	$	(717,130	)	$	(41,644	)
Total comprehensive loss for the year	$	(12,111,898	)	$	(1,257,433	)
Loss per share
Loss per share – basic	$	(0.13	)	$	(0.01	)
Loss per share – diluted	$	(0.13	)	$	(0.01	)

Summary Consolidated Financial Position Data

	December 31, 2022			December 31, 2023
Total assets	$	26,534,165		$	119,616,267
Total liabilities		50,670,749			47,248,519
Total equity		(24,136,584	)		72,367,748
Total liabilities and equity	$	26,534,165		$	119,616,267

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF MEDIAGENE

The following tables present the summary consolidated financial data of Mediagene. Mediagene prepares its consolidated financial statements in accordance with IFRS. The summary historical consolidated statements of profit or loss and comprehensive income for the years ended February 28, 2022 and 2023 and the summary consolidated statements of financial position as of February 28, 2022 and 2023 have been derived from Mediagene’s audited consolidated financial statements, which are included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to “Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

Summary Historical Consolidated Statements of Profit or Loss and Comprehensive Income

			(Japanese yen in thousands, except per share amounts)
	Fiscal year ended February 28, 2022		Fiscal year ended February 28, 2023
	(March 1, 2021 to February 28, 2022)		(March 1, 2022 to February 28, 2023)
Revenue	3,320,600		3,268,495
Cost of sales	(2,280,137	)	(2,443,696	)
Gross profit	1,040,463		824,799
Selling, general and administrative expenses	(977,914	)	(1,016,473	)
Other income	2,074		1,800
Other expenses	(603	)	(393	)
Operating profit (loss)	64,019		(190,267	)
Finance income	9,503		10,176
Finance costs	(11,107	)	(11,402	)
Profit (loss) before tax	62,415		(191,493	)
Income tax (expense) benefit	7,022		(8,369	)
Profit (loss)	69,437		(199,863	)
Profit attributable to:
Owners of parent	69,437		(199,863	)
Profit (loss)	69,437		(199,863	)
Earnings (loss) per share
Basic (Yen)	39.48		(113.63	)
Diluted (Yen)	39.48		(113.63	)

Summary Consolidated Statements of Financial Position

	As of February 28, 2022	As of February 28, 2023
Total assets	2,404,805	2,200,978
Total liabilities	2,144,668	2,135,767
Total equity	260,137	65,211
Total liabilities and equity	2,404,805	2,200,978

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SUMMARY FINANCIAL INFORMATION OF BLUE OCEAN

Blue Ocean is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Merger. Blue Ocean’s balance sheet data as of December 31, 2023 and statement of operations data for the year ended December 31, 2023 are derived from Blue Ocean’s audited financial statements included elsewhere in this proxy statement/prospectus. Blue Ocean’s balance sheet data as of December 31, 2022 and statement of operations data for the year ended December 31, 2022 are derived from Blue Ocean’s audited financial statements included elsewhere in this proxy statement/prospectus. Blue Ocean’s balance sheet data as of March 31, 2024 and statement of operations data for the three months ended March 31, 2024 and March 31, 2023 are derived from Blue Ocean’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Blue Ocean’s financial statements have been prepared in U.S. Dollars in accordance with U.S. GAAP. The information in this section is only a summary and should be read in conjunction with Blue Ocean’s financial statements and related notes and “Blue Ocean’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Blue Ocean.

Summary Income Statement Data

(in $)
	Year ended December 31, 2022		Year ended December 31, 2023		Three months ended March 31, 2023		Three months ended March 31, 2024
	(audited)		(audited)		(unaudited)		(unaudited)
Loss from Operations	(1,243,831	)	(4,125,912	)	(308,404	)	(985,290	)
Other Income (Expenses):
Demand Deposit Account and Interest Income Earned on Marketable Securities Held in Trust Account	854,167		6,864,803		2,138,122		876,674
Unrealized Gain or Loss on Marketable Securities Held In Trust Account	1,822,183		670,104		92,492		—
Change in Fair Value of Warrant Liabilities	11,226,187		1,029,188		(282,599	)	14,970
Interest Expense	—		(15,833	)	—		(2,630	)
Net Income (loss)	12,658,706		4,422,350		1,639,651		(96,276	)
Weighted Average Shares Outstanding of Blue Ocean Class A Shares	18,975,000		14,866,285		18,975,000		6,175,215
Basic and Diluted Net Income per Share, Blue Ocean Class A Shares (Loss)	0.53		0.23		0.07		(0.01	)
Weighted Average Shares Outstanding of Blue Ocean Class B Shares	4,743,750		4,743,750		4,743,750		4,743,750
Basic and Diluted Net Income per Share, Blue Ocean Class B Shares (Loss)	0.53		0.23		0.07		(0.01	)

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Balance Sheet Data

(in $)
	As of December 31, 2022		As of December 31, 2023		As of March 31, 2024
Assets:
Current Assets:
Cash	627,628		61,977		38,609
Prepaid Expenses and Other Assets	236,042		66,214		158,747
Interest Receivable	—		—		—
Total Current Assets	863,670		128,191		197,356
Deferred Offering Costs	—		—		—
Other Assets	—		—		—
Marketable Securities/Cash Held in Trust Account	196,226,283		67,214,745		68,271,419
Total Assets	197,089,953		67,342,936		68,468,775
Liabilities:
Current liabilities
Accounts Payable and Accrued Expenses	576,727		2,857,214		3,631,709
Accrued Offering Costs	—
Accounts Payable – Related Party	110,000		230,000		260,000
Promissory Note, Convertible – Related	—		1,095,833		1,428,463
Promissory Note – TNL	—		149,946		249,906
Total Current Liabilities	686,727		4,332,993		5,570,078
Accrued Offering Cost – non-current	806,823		806,823		806,823
Warrant Liability	1,403,438		374,250		359,280
Deferred Underwriting Fee Payable	6,641,250		6,641,250		6,641,250
Total Liabilities:	9,538,238		12,155,316		13,377,431
Commitments
Blue Ocean Class A Shares subject to possible redemption	196,226,283		67,214,745		68,271,419
Shareholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding	—		—		—
Blue Ocean Class A Shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding	—		—		—
Blue Ocean Class B Shares, $0.0001 par value; 20,000,000 shares authorized; 4,743,750 shares issued and outstanding as of December 31, 2022, December 31, 2023 and March 31, 2024	474		474		474
Additional Paid in Capital	—		—		—
Accumulated Deficit	(8,675,042	)	(12,027,599	)	(13,180,549	)
Total Shareholders’ Deficit	(8,674,568	)	(12,027,125	)	(13,180,075	)
Total Liabilities and Shareholders’ Deficit	197,089,953		67,342,936		68,468,775

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND COMPARATIVE PER SHARE DATA

The following tables set forth the per share data of each of TNL Mediagene and Blue Ocean on a combined basis and the unaudited pro forma combined per share data for the year ended December 31, 2023 after giving effect to the Merger and the redemption of 4,315,265 Blue Ocean Class A Shares on May29, 2024 in connection with the Second Blue Ocean Extension, and assuming that the merger of TNL and Mediagene having occurred on January 1, 2023, assuming the following in the four pro forma scenarios presented:

•Scenario 1 — No Redemption with the 2023 Sponsor Convertible Note Settled by Cash Scenario:    This scenario assumes that no remaining Blue Ocean Public Shareholders elect to exercise their redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension and the repayment in cash of $1,080,000 of principal amount and $15,833 of accrued interest of the 2023 Sponsor Convertible Note.

•Scenario 2 — Maximum Redemption with the 2023 Sponsor Convertible Note Settled by Cash Scenario:    This scenario assumes that 1,841,950 remaining Public Shares subject to redemption are redeemed at the assumed redemption price of $11.22 per share for an aggregate payment of $20,665,032, after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension and the repayment in cash of $1,080,000 of principal amount and $15,833 of accrued interest of the 2023 Sponsor Convertible Note.

•Scenario 3 — No Redemption with the 2023 Sponsor Convertible Note Settled by Warrants Scenario:    This scenario assumes that no remaining Blue Ocean Public Shareholders elect to exercise their redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension and the Sponsor elects to convert $1,080,000 of principal amount of the 2023 Sponsor Convertible Note into TNL Mediagene Warrants at a price of $1.00 per warrant, with the same terms as Blue Ocean Private Placement Warrants.

•Scenario 4 — Maximum Redemption with the 2023 Sponsor Convertible Note Settled by Warrants Scenario:    This scenario assumes that 1,841,950 remaining Blue Ocean Public Shares subject to redemption are redeemed at the assumed redemption price of $11.22 per share for an aggregate payment of $20,665,032, after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension and the Sponsor elects to convert $1,080,000 of principal amount of the 2023 Sponsor Convertible Note into TNL Mediagene Warrants at a price of $1.00 per warrant, with the same terms as Blue Ocean Private Placement Warrants.

In each case, the per share data assume that (i) the Recapitalization is effective on January 1, 2023; (ii) the conversion in full of DaEX Conversion Rights to TNL Mediagene Ordinary Shares is effective after giving effect to the Recapitalization; (iii) the conversion in full of the 2024 TNL Mediagene Convertible Note to TNL Mediagene Ordinary Shares is effective after giving effect to the Recapitalization.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of TNL Mediagene and Blue Ocean and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited TNL Mediagene and Blue Ocean pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. See “Unaudited Pro forma Condensed Combined Financial Information.”

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The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.

	Year Ended December 31, 2023 (in U.S. Dollar)
	Scenario 1: No Redemption with the 2023 Sponsor Convertible Note Settled by Cash		Scenario 2: Maximum Redemption with the 2023 Sponsor Convertible Note Settled by Cash		Scenario 3: No Redemption with the 2023 Sponsor Convertible Note Settled by Warrants		Scenario 4: Maximum Redemption with the 2023 Sponsor Convertible Note Settled by Warrants
Pro forma weighted average number of TNL Mediagene Ordinary Shares outstanding – Basic and Diluted(1)	29,420,463		27,578,513		29,420,463		27,578,513
Pro Forma loss per share – Basic and Diluted(1)	(2.66	)	(2.87	)	(2.59	)	(2.80	)

____________

(1)Refer to “Unaudited Pro forma Condensed Combined Financial Information — Note 6. Pro Forma Shares and Earning Per Share Information” for more details on TNL Mediagene’s determination of basic and diluted EPS.

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PRICE RANGE OF SECURITIES AND DIVIDENDS

Blue Ocean

Price range of Blue Ocean’s Securities

The Blue Ocean Units, each of which consists of one Blue Ocean Class A Share and one-half of one Public Warrant, began trading on the Nasdaq Global Market under the symbol “BOCNU” on December 3, 2021. On January 21, 2022, Blue Ocean announced that holders of Blue Ocean Units could elect to separately trade the Blue Ocean Class A Shares and Public Warrants commencing January 24, 2022. On January 24, 2022, the Blue Ocean Class A Shares and Public Warrants began trading separately on the Nasdaq Global Market under the symbols “BOCN” and “BOCNW,” respectively.

On June 6, 2023, the trading date before the public announcement of the Merger, the Blue Ocean Units, Blue Ocean Class A Shares and Public Warrants closed at $10.53, $10.55 and $0.09, respectively.

Holders

As of the date of this proxy statement/prospectus, there were holder(s) of record of the Blue Ocean Units,     holder(s) of record of Blue Ocean Class A Shares, and    holder(s) of record of Public Warrants. These numbers are not representative of the number of beneficial holders of our securities, nor is it representative of where such beneficial holders reside, since all of these shares held of record in the United States were held through CEDE & Co., the nominee company of the Depository Trust Company, on behalf of hundreds of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers.

Dividends

Blue Ocean has not paid any cash dividends to its shareholders to date and does not intend to pay any cash dividends prior to the completion of its initial business combination.

TNL Mediagene

Price range of TNL Mediagene’s Securities

Historical market price information regarding TNL Mediagene is not provided because there is no public market for its securities. TNL Mediagene is applying to list its TNL Mediagene Ordinary Shares and TNL Mediagene Warrants on Nasdaq upon the Effective Time under the ticker symbols “[TNMG]” and “[TNMGW],” respectively.

Holders

As of the date of this proxy statement/prospectus, TNL Mediagene had [ ] holder(s) of record.

Dividends

TNL Mediagene has not paid any dividends to its shareholders. Following the completion of the Merger, TNL Mediagene’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that TNL Mediagene will retain its earnings for use in business operations and, accordingly, it is not anticipated that TNL Mediagene’s board of directors will declare dividends in the foreseeable future.

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RISK FACTORS

If the Merger is completed, the combined company will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below together with the financial and other information contained in this proxy statement/prospectus, including the sections titled “Cautionary Statement Regarding Forward-Looking Statements”, “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Blue Ocean’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” before voting your shares. Additional risks and uncertainties that are not presently known to TNL Mediagene and Blue Ocean or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Merger. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, the combined company’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of TNL Mediagene Ordinary Shares or, if the Merger is not consummated, Blue Ocean Class A Shares could decline, and you may lose part or all of the value of any TNL Mediagene Ordinary Shares or, if the Merger is not consummated, all or any part of the value of any Blue Ocean Class A Shares that you hold.

Risks Related to TNL Mediagene’s Operations and Industry

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” and “our” refer to TNL Mediagene as a combined company and together as a group with its subsidiaries.

Adverse economic conditions in Japan, Taiwan and globally, including the potential onset of recession, could have a negative effect on our business, results of operations, financial condition, and liquidity.

Our primary business operations as well as our primary audience and client base are located in Japan and Taiwan. As such, our business performance, financial condition and results of operations depend largely on the performance of these economies, the outlook for which remains uncertain and involves factors beyond our control. A number of macroeconomic factors may adversely affect the Japanese and Taiwanese economies, such as:

•the possibility of a regional or global economic recession affecting Japan and Taiwan;

•the effects of tightening fiscal and monetary policy in most developed economies, including Taiwan, which could negatively affect consumer spending, credit markets and business sentiment and lead to an economic downturn;

•uncertainty regarding the extent and full effects of the monetary tightening policy that the Japanese government and the Bank of Japan recently announced;

•unfavorable developments in the exchange rate of the Japanese yen and New Taiwan Dollar and against the currencies of Japan and Taiwan’s major trading partners, including volatility triggered by cross-strait political tensions between Taiwan and China, and the Japanese yen’s continued weakness against the U.S. Dollar and other major currencies;

•instability in the global financial system following the failure of major financial institutions, including bank failures in the United States and other developed economies;

•the deterioration of political relations between Japan or Taiwan and some of its neighboring countries or any of its major trading partners, such as growing tensions with Russia and China, economic and political tensions between China and the United States including the escalation of issues related to Taiwan, the possibility of renewed conflict between North Korea and South Korea and its allies, and any act of violence, terrorism, war, armed conflict, or provocation;

•demographic headwinds in Japan and Taiwan, including population aging, labor shortages and a consequential decline in economic activity; and

•the effects of ongoing stagnation and decline in the global demand for semiconductors, on which Taiwan’s economy is heavily dependent.

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These and other factors could lead to deterioration of the Japanese or Taiwanese economy, and in turn adversely affect demand for advertising on our digital media brands or demand for our advertising technology and data analytics related services, weakening our advertising sales and related advertising technology and data analytics revenue streams. Such negative factors could also decrease demand for our e-commerce and crowdfunding products and services as well as our integrated marketing products and services. Furthermore, any adverse conditions in the Japanese or Taiwanese economies could adversely affect our access to financing, making it more difficult for us to secure potentially necessary financing in the future, to fund additional acquisitions, or to carry out our expansion plans, or to make debt service payments to cover interest and principal on our debts and other obligations. The continued disruption to global economic activities including in Japan and Taiwan due to heightened geopolitical instability caused by regional conflicts including the Russian invasion of Ukraine and conflicts in the Middle East, growing inflationary pressures and tightening of monetary policy by central banks worldwide in response, recent bank failures in the United States and developed economies and the lingering effects of the COVID-19 pandemic have resulted in unstable and sluggish credit and capital markets and are expected to have a significant negative influence on overall economic conditions in Japan and Taiwan. The duration and extent of the economic influence of these factors is necessarily uncertain and may lead to further difficulties in securing necessary funds through financing in the future.

Furthermore, uncertain prospects of the overall global economy may lead our advertising and other clients to be conservative in their decision-making and discourage them from spending their resources on advertising and related advertising technology and data analytics services we offer. Adverse economic conditions globally have from time to time caused or exacerbated significant slowdowns in our industry and in the markets in which we operate. Sustained uncertainty about, or worsening of, current global economic conditions, including stagnation in advanced countries, supply chain issues and rising rates of inflation in the global economy, the continued impact of the Russian invasion of Ukraine and conflicts in the Middle East, as well as further escalation of geopolitical and trade tensions between the U.S., Japan, Taiwan and China could result in a global economic slowdown and long-term changes to global trade. Any or all of these factors could adversely affect our advertising sales, related advertising technology and data analytics revenues, e-commerce and other revenues, and could materially adversely affect our business, results of operations, financial condition, and liquidity.

Any of these or other factors arising out of adverse conditions in the Japanese or Taiwanese economy or globally, individually or in the aggregate, could have a material adverse effect on our clients, and in turn, on our business, financial condition or results of operations and result in decreases in our revenues.

We derive a significant portion of our revenue from our relationships with the businesses to whom we provide digital media content and related advertising technology and data analytics services, including advertising and consumer data-related services, marketing services and other services.

A significant portion of our revenue is currently generated from deployment of advertising on our digital media brands. As is common in the industry, our advertisers do not have long-term advertising commitments with us. Many of our advertisers spend only a relatively small portion of their overall advertising budget with us. In addition, many of our advertisers purchase our advertising services through one of several large advertising agency holding companies. Advertisers will not continue to do business with us, or they will reduce the prices they are willing to pay to advertise with us, if we do not deliver ads in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive return relative to alternatives.

Further, we need to maintain good relationships with advertisers to provide us with a sufficient inventory of advertisements and offers. Online advertising is an intensely competitive industry. In order for our advertising business to continue to succeed, we need to continue to demonstrate the reach of our audience and the benefit to our advertising partners. Our advertising revenue could be adversely affected by a number of other factors, including:

•decreases in users and engagement with our various digital media brands;

•inability to demonstrate the value of our content to advertisers and advertising agencies or inability to measure the value of our content in a manner which advertisers and advertising agencies find useful;

•inability to increase advertiser demand and/or inventory;

•inability to help advertisers effectively target ads;

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•inability to improve our analytics and measurement solutions that demonstrate the value of our content;

•the impact of new technologies that could block or obscure the display of or targeting of our content;

•decreases in the cost per ad engagement;

•loss of advertising market share to our competitors;

•need to enter into revenue sharing arrangements or other partnerships with third parties;

•adverse legal developments relating to advertising or measurement tools related to the effectiveness of advertising, including legislative and regulatory developments impacting branded content, labeling of advertising, privacy and consent requirements related to sharing of personal information and/or litigation related to any of the foregoing;

•adverse media reports or other negative publicity involving us or the digital media industry as a whole;

•changes in the way our ad products are priced;

•bad debts related to trade credit extended to certain advertisers;

•the possibility of contractual disputes between advertisers and us;

•cancellation of certain pre-paid branded advertising orders; and

•the impact of macroeconomic conditions and conditions in the advertising industry in general.

If our relationship with any advertising partners terminates for any reason, or if the commercial terms of our relationships are changed or do not continue to be renewed on favorable terms, we would need to qualify new advertising partners, which could negatively impact our revenues, at least in the short term.

Our user numbers and engagement with our digital media brands and content are critical to our success.

If we fail to increase our user numbers, or if user engagement or ad engagement declines, our revenue, business and operating results may be harmed. Our financial performance has been and will continue to be significantly determined by our success in increasing user numbers and the overall level of engagement with our content as well as increasing the number and quality of ad engagements. We anticipate that our user growth rate will eventually slow over time as the number of our users increases within an audience or geographical segment or content vertical. To the extent our growth rate slows, our success will become increasingly dependent on our ability to expand our content verticals and audience base as well as to increase levels of ad engagement and monetization on our media brands. If people do not perceive our content to be useful, reliable and entertaining, we may not be able to attract users or increase the frequency of engagement on our digital media brands and the ads that we display. There is no guarantee that we will not experience a similar erosion of our engagement levels as our user growth rate slows.

Further, maintaining and enhancing our digital media brands is an important aspect of our efforts to attract and expand our audience. Maintaining and enhancing our digital media brands will depend largely on our ability to continue to provide high-quality, entertaining, useful, reliable, relevant and innovative content, which we may not do successfully. We may introduce new content, products or terms of service or policies that our users or advertisers do not like, which may negatively affect our brand. We will also continue to experience media, legislative, and regulatory scrutiny of our content, which may adversely affect our reputation and brands. Maintaining and enhancing our digital media brands may require us to make substantial investments and these investments may not be successful. A number of additional factors could potentially negatively affect our user growth and engagement, including if:

•users engage with other platforms or content as an alternative to ours;

•we are unable to convince potential new users of the value, usefulness and relevance of our content;

•there is a decrease in the perceived quality of our content;

•our competitors incorporate features into their products or services that are substantially similar to ours or improve upon such features;

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•we fail to introduce new and improved content or services or if we introduce new or improved content or services that are not favorably received or that negatively affect numbers of users and engagement;

•our users believe that their experience is diminished as a result of the decisions we make with respect to the frequency, relevance and prominence of ads that we display;

•changes in the third-party platforms and search engines on which we rely to deliver a majority of our users;

•technical or other problems prevent us from delivering our content or services in a rapid and reliable manner or otherwise affect the experience of our users;

•we experience service outages, data protection and security issues;

•our trademarks are exploited by others without permission;

•our users are unable to locate content that is interesting, relevant, reliable, high quality, or trustworthy to them, or otherwise find our content offensive, inappropriate or otherwise objectionable;

•there are adverse changes in our content or services that are mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements or consent decrees;

•we fail to keep pace with evolving digital media market and industry trends; or

•we do not maintain our brand image, or our reputation is damaged.

Additionally, we are exposed to media coverage in Japan, Taiwan and the East and Southeast Asia region. Negative publicity about our company, including about our content quality and reliability, changes to our content and services, privacy and security practices, labor relations, litigation, regulatory activity, and user experience with our content and services, even if inaccurate, could adversely affect our reputation and the confidence in and the use of our content and services. Such negative publicity could also have an adverse effect on the number, engagement and loyalty of our users and result in decreased revenue, which would adversely affect our business and operating results. If we are unable to increase our users or engagement, or if they decline, this could result in our content or services being less attractive to potential new users, as well as advertisers, which would have a material and adverse impact on our business, financial condition and operating results. Additionally, if we fail to successfully promote and maintain our brands or if we incur excessive expenses in this effort, our business and financial results may be adversely affected.

The market for digital advertising for brands is continuously and rapidly evolving. If this market develops more slowly or differently than we expect, or we fail to respond successfully to changes in the market, our business, growth prospects and financial condition could be adversely affected.

Our growth strategy is based on key assumptions regarding industry trends. For example, among others, our strategy is based on our expectations that:

•digital advertising spend by advertising clients will continue to rise in the East and Southeast Asia region;

•currently fragmented digital media and advertising ecosystems in the East and Southeast Asia region are ripe for consolidation;

•advertising clients are moving away from brand advertising based on exposures and are seeking performance advertising that deliver actual purchases, primarily based on return on advertising spend;

•digital advertising is shifting from display advertising to content marketing;

•retail media will continue to rise to prominence in the digital media and advertising industry; and

•developments in data analytics and advertising technology, including the recent advancements in AI technologies, will take on more importance in the digital media and advertising industry.

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In addition, changes in user and consumer behavior pose a number of challenges that could adversely affect our revenues and competitive position. For example, among others:

•we may be unable to develop new digital content and services that consumers find engaging and that achieve a high level of market acceptance;

•we may introduce new content or services, or make changes to existing content and services, which are not favorably received by our users;

•there may be changes in sentiment of our users about the quality, usefulness or relevance of our existing content or concerns related to privacy, security or other factors;

•failure to successfully manage changes implemented by social media platforms, search engines, or news aggregators, including those affecting how our content is prioritized, displayed and monetized, could affect our business; and

•our audience may increasingly use technology (such as incognito browsing) that decreases our ability to obtain a complete view of the behavior of users that engage with our content.

Our industry and business are subject to rapid and continuous changes in industry trends and technology, evolving client needs and the frequent introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities, add functionality to and improve the performance of our advertising and marketing solutions, while addressing technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete. Our investments in data analytics and technologies are inherently risky and may not be successful. These investments may adversely impact our operating results in the near term and there can be no assurance as to our ability to use new and existing technologies to distinguish our content and services from those of our competitors and develop in a timely manner compelling new content and services that respond to changing industry trends and evolving client needs. Addressing recent industry trends, in particular the rise of retail media and performance advertising, presents new challenges for us, and we are investing substantial resources to evolve and adapt our businesses, pricing and organization to capture opportunities presented by such new trends in our industry. Addressing such challenges will also necessitate investing in new partnerships and advertising channels where we do not have a long or established track record of competing successfully. If we are not successful in developing and expanding our products and solutions that respond to industry trends and meet our client needs, our business, financial condition and prospects may be adversely affected.

If we are unable to compete effectively with our competitors for users and advertising spend, our business and operating results could be harmed.

Competition for users and engagement with our content, products and services is intense. We compete against many companies to attract and engage users, including companies that have greater financial resources and potentially larger user bases, and companies that offer a variety of competing Internet and mobile device-based content, products and services. Our competitors may acquire and engage users at the expense of the growth or engagement of our users, which would negatively affect our business. We believe that our ability to compete effectively for users depends upon many factors both within and beyond our control, including:

•the popularity, usefulness and reliability of our content compared to that of our competitors;

•the timing and market acceptance of our content;

•the continued expansion and adoption of our content;

•our ability, and the ability of our competitors, to develop new content and enhancements to existing content;

•our ability, and the ability of our competitors, to attract, develop and retain influencers and creative talent;

•the frequency, relative prominence and appeal of the advertising displayed by us or our competitors;

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•changes mandated by, or that we elect to make to address, legislation, regulatory constraints or litigation, including settlements and consent decrees, some of which may have a disproportionate impact on us;

•our ability to attract, retain and motivate talented employees;

•the costs of developing and procuring new content, relative to those of our competitors;

•acquisitions or consolidation within our industry, which may result in more formidable competitors; and

•our reputation and brand strength relative to our competitors.

We also face significant competition for advertiser spend. We compete against online and mobile businesses and traditional media outlets, such as television, radio and print, for advertising budgets. In determining whether to buy advertising, our advertisers will consider the demand for our content, demographics of our users, advertising rates, results observed by advertisers, and alternative advertising options. The increasing number of digital media options available, through social networking tools and news aggregation websites, has expanded consumer choice significantly, resulting in user/audience fragmentation and increased competition for advertising. In addition, some of our larger digital media competitors have substantially broader content, product or service offerings and leverage their relationships based on other products or services to gain additional share of advertising budgets. We will need to continue to innovate and improve the monetization capabilities of our media and branded content, technology and digital studio business in order to remain competitive. We believe that our ability to compete effectively for advertiser spend depends upon many factors both within and beyond our control, including:

•the size and composition of our user/audience base relative to those of our competitors;

•our ad targeting capabilities, and those of our competitors;

•our ability, and the ability of our competitors, to adapt our model to the increasing power and significance of influencers to the advertising community;

•the timing and market acceptance of our advertising content and advertising products, and those of our competitors;

•our marketing and selling efforts, and those of our competitors;

•the pricing for our advertising products and services relative to those of our competitors;

•the return our advertisers receive from our advertising products and services, and those of our competitors; and

•our reputation and the strength of our brand relative to our competitors.

If we are unable to compete effectively for users or advertiser spend for any reason, including those listed above, our business, financial condition, and operating results may be materially and adversely affected.

Changes to our existing content and services could fail to attract users and advertisers or fail to generate revenue.

We may introduce significant changes to our existing content. The success of our new content depends substantially on consumer tastes and preferences that change in often unpredictable ways. If this new content fails to engage users and advertisers, we may fail to generate sufficient revenue or operating profit to justify our investments, and our business and operating results could be adversely affected. In addition, we have launched and expect to continue to launch strategic initiatives, which do not directly generate revenue but which we believe will enhance our attractiveness to users and advertisers. In the future, we may invest in new content, products, services and initiatives to generate revenue, but there is no guarantee these approaches will be successful or that the costs associated with these efforts will not exceed the revenue generated. If our strategic initiatives do not enhance our ability to monetize our existing content or enable us to develop new approaches to monetization, we may not be able to maintain or grow our revenue or recover any associated development costs and our operating results could be adversely affected.

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If we fail to effectively manage our growth, our business and operating results could be harmed.

The growth and expansion of our business creates significant challenges for our management, and for our operational and financial resources. We intend to continue to make substantial investments to expand our operations, engineering, content development, sales and marketing, and general and administrative organizations. We face significant competition for employees from other companies and we may not be able to hire new employees quickly enough to meet our needs. Providing our content, services and features to our users and advertisers is costly and we expect our expenses to continue to increase in the future as we broaden our geographic and audience reach and as we develop and implement new features and services that require more infrastructure. Historically, our costs increased in proportion to our revenue as we grew our business. However, as we continue to expand the business, we will need to invest in our operating expenses, such as our research and development expenses and sales and marketing expenses in order to keep pace with the growth of our business. We expect to continue to invest in our infrastructure in order to enable us to provide our digital media content and related advertising technology and data analytics services rapidly and reliably to our clients in Japan and Taiwan as well as in new markets in the East and Southeast Asia region, including in countries where we do not expect significant near-term monetization. Continued growth could also strain our ability to develop and improve our operational, financial, legal and management controls, and enhance our reporting systems and procedures. In addition, some members of our management team have limited experience managing a large cross-border business operation and may not be able to manage growth effectively. Our expenses may grow faster than our revenue, and our expenses may be greater than we anticipate. As our organization continues to grow, and we may be required to implement more complex organizational management structures, we may find it increasingly difficult to maintain certain benefits of our corporate culture, including our ability to quickly develop and launch new and innovative content, services and features. This could negatively affect our business performance.

TNL and Mediagene merged in May 2023 to form TNL Mediagene. We may not be able to successfully integrate the two businesses and may continue to incur significant costs to integrate with and support Mediagene. We also may not realize the anticipated benefits of the merger because of difficulties related to the integration, the achievement of such synergies, and other challenges faced by TNL Mediagene.

TNL merged with the Japanese digital media and e-commerce company Mediagene in May 2023 to form TNL Mediagene. Since the merger, we have been integrating TNL and Mediagene’s operations into a combined TNL Mediagene group. Integration of TNL and Mediagene has and will continue to incur significant costs relating to organization restructuring, facility consolidation activities and other costs, which we believe are necessary to realize the anticipated cost synergies of the merger. Among other risks, we may incur significant or unanticipated expenses or debt with integration of the legacy business, operations and activities of Mediagene prior to the merger and TNL. No assurances of the timing or amount of synergies able to be captured, or the timing or amount of costs necessary to achieve those synergies, can be provided. The amount and timing of any such costs could materially adversely affect the TNL Mediagene business, financial condition and results of operations.

Prior to the merger, Mediagene and TNL operated independently and primarily created and published content and other various creative assets in Japanese and Chinese, respectively, and after the merger, much of daily operations continue to take place in Japanese for former Mediagene digital media brands and other assets and Chinese for former TNL digital media brands and other assets. There can be no assurances that the combined businesses will allow for the maintenance and/or achievement of any portion of the anticipated financial or other benefits. Integrating the operations of the two firms has involved and is expected to continue to involve translation of these assets and inter-office communications into Japanese or Chinese, as the case may be, which may incur significant and ongoing costs. Furthermore, the needs and expectations of advertising clients typically differ between Japan and Taiwan, and we may not be able to address these needs satisfactorily as a combined entity. See “— Acquisitions and investments could disrupt our business and harm our financial condition and operating results” for discussion on additional risks. If we are unable to successfully integrate the TNL and Mediagene businesses, the anticipated benefits of the merger may not be realized fully, if at all, or may take longer than expected to realize. Our integration effort could result in a loss of key TNL or Mediagene employees, loss of customers, disruption of either or both of TNL’s or Mediagene’s ongoing businesses or unexpected issues, higher than expected costs and

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an overall post-completion process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the TNL and Mediagene businesses in order to realize the anticipated benefits of the merger:

•Integrating the TNL and Mediagene businesses in the time frame currently anticipated;

•Maintaining existing agreements with customers, distributors, providers, talent and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers, talent and vendors;

•Integrating the businesses’ administrative, accounting and information technology infrastructure;

•Integrating employees and attracting and retaining key personnel, including talent;

•Managing the expanded operations of a significantly larger and more complex company;

•Resolving potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the merger

Even if the TNL and Mediagene businesses are integrated successfully, the full benefits of the merger may not be achieved within the anticipated time frame or at all. Further, following the merger, our future success depends, in part, upon our ability to manage this expanded business, which could pose substantial challenges for management, including challenges related to the management and monitoring of new complex operations and associated increased costs. All of these factors could materially adversely affect the price of the TNL Mediagene Ordinary Shares, our business, financial condition, results of operations or cash flows.

Acquisitions and investments could disrupt our business and harm our financial condition and operating results.

Our success will depend, in part, on our ability to expand and grow our business in response to changing technologies, user and advertiser demands, and competitive pressures. Our growth strategy depends in part on the acquisition of complementary digital media brands and technology businesses. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. Additionally, the integration of acquisitions requires significant time and resources, and we may not manage these processes successfully. We cannot assure you that these investments will be successful. If we fail to successfully integrate the companies we acquire, we may not realize the benefits expected from the transaction and our business may be harmed.

The risks we face in connection with acquisitions include:

•diversion of management time and focus from operating our business to addressing acquisition integration challenges;

•coordination of functions;

•retention of key employees from the acquired company;

•cultural challenges associated with integrating employees from the acquired company into our organization;

•integration of the acquired company’s accounting, management information, human resources and other administrative systems and processes;

•the need to implement or improve controls, procedures and policies at a business that may have lacked effective controls, procedures and policies prior to the acquisition;

•liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

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•unanticipated write-offs or charges; and

•litigation or other claims in connection with the acquired company, including claims from terminated employees, former stockholders or other third parties.

Further, in connection with such acquisitions and strategic initiatives, we may incur significant or unanticipated expenses, fail to realize anticipated benefits and synergies, have difficulty incorporating an acquired or new line of business, disrupt relationships with current and new employees, clients and vendors, incur significant debt, or be compelled to delay or not proceed with announced transactions or initiatives. Additionally, local governmental regulatory agencies or international regulators may impose restrictions on the operation of our businesses as a result of our seeking regulatory approvals for any significant acquisitions and strategic initiatives or may dissuade us from pursuing certain transactions. The occurrence of any of these events could have an adverse effect on our business, results of operations or financial condition.

Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses, incremental operating expenses or the impairment of goodwill, any of which could harm our financial condition or operating results.

Our international operations are subject to increased challenges and risks.

We provide media content and services in various jurisdictions around the Asia-Pacific and Oceania regions, including Japan, Taiwan, Hong Kong, Thailand and Australia, as well as the United States. Our content is available in multiple languages, including Japanese, Chinese and English. Our business and the conduct of our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems and commercial markets. Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with:

•recruiting, integrating and retaining talented and capable employees in multiple jurisdictions and maintaining our company culture across all of our offices;

•providing our content and operating across a significant distance, in different languages and among different cultures, including the potential need to modify our products, content and services to ensure that they are culturally relevant in different countries;

•increased competition from local media companies and mobile apps which have expanded and may continue to expand their geographic footprint;

•differing and potentially lower levels of user growth, user engagement and ad engagement in new and emerging geographic territories;

•compliance with applicable local laws and regulations, including laws and regulations with respect to privacy, consumer protection and media freedom;

•operating in jurisdictions that do not protect intellectual property rights to the same extent as the United States;

•compliance with anti-bribery laws;

•currency exchange rate fluctuations;

•foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash;

•potential double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the jurisdictions in which we operate; and

•higher costs of doing business internationally, including increased accounting, travel, infrastructure and legal compliance costs.

If we are unable to manage the complexity of our international operations successfully, our business, financial condition and operating results could be adversely affected.

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Our financial results from period to period have fluctuated in the past and will fluctuate in the future.

We have a limited operating history as a combined TNL Mediagene group since the merger of TNL and Mediagene in May 2023, which makes it difficult to forecast our future results. As a result, we cannot rely upon our past financial results as indicators of future performance. We are subject to the same risks and uncertainties frequently encountered by companies in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:

•our ability to maintain and grow users and engagement;

•changes made to the social media and other platforms that are important channels of distribution for our content, or changes in the patterns of use of those channels by users;

•our ability to attract and retain advertising clients in a particular period;

•seasonal fluctuations, as our revenue is typically highest in the fourth quarter of the year due to strong advertising spending and e-commerce spending during this quarter;

•the number of ads shown to our users;

•the pricing of our advertising, technology and agency products;

•the diversification and growth of revenue sources beyond and among our media and branded content, technology and digital studio business units;

•the development and introduction of new content, products or services by us or our competitors;

•increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive;

•our ability to maintain gross margins and operating margins; and

•system failures or breaches of security or privacy.

TNL Mediagene’s ability to continue as a going concern depends in part on improving its operating and financing conditions.

TNL Mediagene has incurred recurring losses from operations, negative working capital, and net operating cash outflow to date. TNL Mediagene’s audited consolidated financial statements for the fiscal years ended December 31, 2022 and 2023 include disclosure regarding the substantial doubt about its ability to realize its assets and discharge its liabilities in the normal course of business, and to continue as a going concern. TNL Mediagene’s financial statements were prepared assuming that it will continue as a going concern. The going concern basis of the presentation assumes that TNL Mediagene will continue in operation for the foreseeable future and that a material uncertainty exists that TNL Mediagene may be able to realize its assets and satisfy its liabilities in the normal course of business. Future reports on TNL Mediagene’s financial statements may include an explanatory paragraph with respect to its ability to continue as a going concern.

TNL Mediagene’s ability to continue as a going concern is dependent, in part, on its ability to improve its operating conditions and raise additional capital through equity offerings or debt financings. TNL Mediagene’s business plans consider, among others, the cost management, the issuance of promissory notes and renewal of its loan facilities with the financial institutions. In April 2024, a subsidiary of TNL Mediagene successfully secured the service contracts of over $7 million. During the first quarter of 2024, TNL Mediagene increased its loan facilities from financial institutions by approximately $2.5 million and also raised additional capital of approximately $716 thousand through issuance of convertible promissory notes. Although TNL Mediagene’s management intends to continue to pursue these plans, there can be no assurance that TNL Mediagene will be successful in securing additional revenue, managing its costs or obtaining sufficient funding on terms acceptable to it to fund continuing operations. If TNL Mediagene cannot continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that TNL Mediagene’s shareholders may lose some or all of their investment in TNL Mediagene.

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The loss of key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

We currently depend upon the continued services and performance of our key personnel, most importantly Joey Chung, Motoko Imada, Mario Yang and Hiroto Kobayashi. Although we expect to enter into employment and non-competition agreements with our key personnel after the Merger, their employment with us is at-will, and we expect their employment will remain at-will following the Merger. In addition, a significant portion of our media and branded content is custom-made for our business by our personnel. The loss of key personnel, including members of management as well as key engineering, video, editorial, and sales personnel, could disrupt our operations and have an adverse effect on our business. As we continue to grow, we cannot guarantee we will continue to attract the personnel we need to maintain our competitive position. For example, as a public company, we will need to attract and retain personnel to perform additional functions characteristic of a public company. As we mature, the incentives to attract, retain, and motivate employees provided by our equity awards or by future arrangements, may not be as effective as in the past. If we do not succeed in effectively attracting, hiring and integrating new talented personnel, or retaining and motivating existing personnel, our employee morale, productivity and retention could suffer, and our business and operating results could be adversely affected. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed.

We are exposed to fluctuations in currency exchange rates.

We transact business globally in multiple currencies and have foreign currency risks related to our revenue, costs of revenue and operating expenses, all of which are currently denominated primarily in the Japanese yen and the New Taiwan Dollar. In addition, a portion of our costs and expenses have been, and we anticipate will continue to be, denominated in foreign currencies, including the Japanese yen and the New Taiwan Dollar. Moreover, while we undertake limited hedging activities intended to offset the impact of currency translation exposure, it is impossible to predict or eliminate such impact. As a result, our operating results may be harmed.

Risks Related to TNL Mediagene’s Technology, Security and Privacy

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” and “our” refer to TNL Mediagene as a combined company and together as a group with its subsidiaries.

Our ability to attract and retain advertising clients depends on our ability to collect and use data and develop tools to enable us to effectively deliver and accurately measure advertisements on our platform.

Most advertisers rely on tools that measure the effectiveness of their ad campaigns in order to allocate their advertising spend among various formats and platforms. If we are unable to measure the effectiveness of advertising using our integrated marketing and ad deployment services or we are unable to convince advertisers that our services should be part of a larger advertising budget, our ability to increase the demand and pricing of our advertising products and maintain or scale our revenue may be limited. Our tools may be less developed than those of other platforms with which we compete for advertising spend. Therefore, our ability to develop and offer tools that accurately measure the effectiveness of a campaign using our services is critical to our ability to attract new advertising clients and retain, and increase spend from, our existing advertising clients.

We are continually developing and improving these tools and such efforts have and are likely to continue to require significant time and resources and additional investment, and in some cases, we have relied on and may in the future rely on third parties to provide data and technology needed to provide certain measurement data to our advertising clients. If we cannot continue to develop and improve our advertising tools in a timely fashion, those tools are not reliable, or the measurement results are inconsistent with advertiser goals, our advertising revenue could be adversely affected. Many existing advertiser tools that measure the effectiveness of advertising do not account for the role of marketing early in a user’s decision-making process, which is the part of the decision-making process targeted by our content marketing and retail media services. Instead, these tools measure the last ad or content that was exposed to the user that receives credit for influencing a user’s purchase or action. As a result, we may not be able to demonstrate and measure for our advertising clients the value of engaging with a user during the early intent phase.

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In addition, web and mobile browser developers, such as Apple, Microsoft or Google, have implemented and may continue to implement changes, including requiring additional user permissions, in their browser or device operating system that impair our ability to measure and improve the effectiveness of advertising using our services. Such changes include limiting the use of first-party and third-party cookies and related tracking technologies, such as mobile advertising identifiers, and other changes that limit our ability to collect information that allows us to attribute user actions on advertisers’ websites to the effectiveness of promotional campaigns run on our platform. For example, Apple launched its Intelligent Tracking Prevention (“ITP”) feature in its Safari browser. ITP blocks some or all third-party cookies by default on mobile and desktop and ITP has become increasingly restrictive over time. Apple’s related Privacy-Preserving Ad Click attribution (PPAC), intended to preserve some of the functionality lost with ITP, would limit cross-site and cross-device attribution, prevent measurement outside a narrowly defined attribution window, and prevent ad retargeting and optimization. Similarly, Google announced that it plans to stop supporting third-party cookies in its Google Chrome browser. Further, Apple implemented certain changes, including introducing an AppTracking Transparency framework that limits the ability of mobile applications to request an iOS device’s advertising identifier and affects our ability to track user actions off of our digital media brands and connect their interactions with advertising and content marketing on our digital media brands.

All these restrictions described above make it more difficult for us to provide the most relevant ads to our users, measure the effectiveness of, and to retarget and optimize, marketing on our digital media brands. This may result in advertisers spending less or not at all, on our advertising services and favoring larger platforms like Facebook and Google that have more capabilities to help advertisers measure their conversions. Developers may release additional technology that further inhibits our ability to collect data that allows us to measure the effectiveness of marketing on our digital media brands. Any other restriction, whether by law, regulation, policy (including third-party policies) or otherwise, on our ability to collect and share data which our advertising clients find useful, our ability to use or benefit from tracking and measurement technologies, including cookies and tracking pixels, or that further reduce our ability to measure the effectiveness of advertising on our digital media brands would impede our ability to attract, grow and retain advertising clients. Advertisers, retailers, and other parties who provide data that helps us deliver personalized, relevant advertising may restrict or stop sharing this data. If they stop sharing this data with us, it may not be possible for us to collect this data within our digital media brands or from another source. We rely heavily on our ability to collect and share data and metrics for our advertising clients to help new and existing advertising clients understand the performance of advertising campaigns. If advertisers do not perceive our metrics to be accurate representations of our user base and user engagement, or if we discover inaccuracies in our metrics, they may be less willing to allocate their budgets or resources to our services, which could have a material and adverse effect on our business, reputation and operating results.

If our security measures are breached, or users and advertisers, clients and other partners believe our security measures have been breached, our sites may be perceived as not being secure, users and advertisers may stop viewing our content or using our services, and our business and operating results could be harmed.

Our efforts to protect our internal data or the information that users and advertisers, clients and other partners have shared with us may be unsuccessful due to the actions of third parties, software bugs or other technical malfunctions, cyberattacks, employee error or malfeasance, hacking, ransomware, viruses or other factors. In addition, third parties may attempt to induce our employees, users, advertisers, clients or vendors to disclose information to gain access to our data, advertisers’ data or the data of the users of our digital media brands and e-commerce platforms. Further, because the login credentials or passwords employed by users to access our digital media brands and e-commerce platforms, where applicable, may be similar to or the same as the ones that they use in connection with other platforms or websites, a breach in the security of those platforms or websites can allow third parties to gain unauthorized access to users’ accounts on our digital media brands. If any of the events described above occur, our information or users’, advertisers’, clients’ or other partners’ information could be accessed or disclosed improperly. If a third party gains unauthorized access to our systems, they may, among other things, post malicious spam and other content on our digital media brands using a user’s, advertisers’, client’s, or partner’s account, that could negatively affect our products and our business.

Some third parties, including advertisers, clients and vendors, may store information that we share with them on their networks. If these third parties fail to implement adequate data-security practices or fail to comply with our terms and policies, users’ data may be improperly accessed, used or disclosed. Even if these third parties take all the necessary precautions, their networks may still suffer a breach, which could compromise the data we share with them.

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Any incidents where users’, advertisers’, clients’, partners’ or our information is accessed without authorization or is improperly used, or incidents that violate our privacy policy, terms of service or other policies, or the perception that an incident has occurred, could damage our brand and reputation, adversely impact our competitive position and result in significant costs. We may need to notify government authorities or affected users regarding security incidents, and government authorities or affected users, creators, publishers or advertisers could initiate legal or regulatory action against us over those incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices. Maintaining the trust of users, advertisers, clients and partners is important to sustain user growth, retention and engagement, and we may incur significant costs in an effort to detect and prevent any security incidents. Concerns over our information security or data privacy practices, whether actual or unfounded, could subject us to negative publicity and damage our brand and reputation and deter users, advertisers, clients and partners from viewing our digital media brands’ sites or doing business with us. Any of these occurrences could have a material and adverse effect on our business, reputation, and operating results.

Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing practices, could adversely affect our business.

Our business involves collecting and processing certain types of our users’ personal data, including those provided by third-party platforms, including, but not limited to, full name, birth date, address, phone number, email address, age and GPS location as well as technical identifying data including, but not limited to, IP address, device, browser and operating system IDs, activity logs, usage and preference information, and user-generated content. As such, our business is subject to various laws and regulations of local jurisdictions in which we operate, including Japan and Taiwan, which govern the collection and processing (including the use, retention and sharing) and security of the data we receive from and about individuals. Failure to protect confidential data, provide individuals with adequate notice of our privacy policies or obtain required valid consent, for example, could subject us to liabilities imposed by these jurisdictions. Existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations, and various legislative and regulatory bodies, may expand current or enact new laws regarding privacy and data protection.

According to the Japanese Act on the Protection of Personal Information, our Japanese subsidiaries are required to, among other restrictions and requirements, notify data subjects of the specified purpose of use for which their personal information is being processed and shall not use such data beyond the specified purpose of use or disclose it to any third party without the data subject’s consent, subject to various exceptions or additional restrictions in accordance with circumstances. In addition, our Japanese subsidiaries are required to give data subjects the opportunity to correct their personal information if the legal elements for such correction requests are satisfied, among various other legal rights granted to data subjects. In the event of a violation of the restrictions or requirements of the Japanese Act on the Protection of Personal Information, our Japanese subsidiaries may be subject to an order or administrative guidance issued by the Japanese regulatory authority, the Personal Information Protection Commission, and in the event of violation of such an order or administrative guidance, may be subject to a fine of up to JPY 100,000,000. Separately, in the event of a violation of the restrictions or requirements of the Japanese Act on the Protection of Personal Information, our Japanese subsidiaries may become liable for damages caused to customers or suffer a loss of reputation, which could have a material adverse effect on our business, results of operations or financial condition.

According to the Taiwan Personal Data Protection Act, our Taiwan subsidiaries are required to conduct due notification procedures for the collection of customers’ personal data. Data subjects’ consents are required for the collection, processing, and use of their personal information, subject to various exceptions or additional restrictions in accordance with circumstances. Our Taiwan subsidiaries shall not use such personal data beyond the specific purposes notified to the data subjects, unless otherwise agreed by the data subjects or permitted under the laws and regulations. In addition, our Taiwan subsidiaries are required to give data subjects the right to access their personal data, request a copy of their personal data, supplement or correct their personal data, demand the cessation of the collection, processing or use of their personal data, and/or request a deletion of their personal data. Additionally, our Taiwan subsidiaries shall implement proper security measures to prevent the personal data from being stolen, altered, damaged, destroyed or disclosed. In the event of violation of restrictions or requirements under the Taiwan Personal Data Protection Act, our Taiwan subsidiaries may be subject to criminal liabilities and an administrative fine up to NTD 15,000,000 per violation depending on the violating scenario and be liable for the damages caused to our users. Our Taiwan subsidiaries may also be liable for the damages and losses arising from any injury caused by any

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unlawful collection, processing or use of personal data, or other infringement on the rights of data subjects resulting from the violation of the Taiwan Personal Data Protection Act, which could have a material adverse effect on our business, results of operations or financial condition.

Existing and newly adopted laws and regulations with respect to privacy and the collection and use of personal data and information, as well as consumer marketing practices (or new interpretations of such existing laws and regulations) have imposed and may continue to impose obligations that may affect our business, require us to incur increased compliance costs and cause us to further adjust our advertising or marketing practices. Any failure, or perceived failure, by us or the third parties upon which we rely to comply with the laws and regulations relating to privacy, data protection, or consumer marketing practices that govern our business operations, as well as any failure, or perceived failure, by us or the third parties upon which we rely to comply with our own posted policies relating to such matters, could result in claims against us by governmental entities or others, negative publicity and a loss of confidence in us by our users and advertisers. Each of these potential consequences could adversely affect our business, results of operations or financial condition.

Our business may be adversely affected by the development, use, and potential misuse of generative AI in the digital media ecosystem.

The emergence of generative AI tools presents new challenges for our business. Just as the Internet and smartphone technologies transformed the media and advertising industries, generative AI tools have the potential to significantly change the digital media ecosystem in ways that are difficult to predict. Our success as an end-to-end digital media solutions provider depends on our ability to maintain the high quality of our digital media content that we create or acquire and monetize our original and acquired content. We presently maintain this high-quality standard by employing human writers and editors rather than generative AI tools. Though we believe that generative AI tools are not presently capable of producing output that meets our users’ standards or our clients’ demands, generative AI tools may in the future increase in capability and their output may reach similar quality as human produced content, competing directly with our human-produced content at scale with a potentially lower cost. Even in the event that the content generated by generative AI tools does not reach a level of quality that is comparable with human work, the preferences of our clients and users may shift to place greater value on the price and convenience of content than they do on its source, quality, or reliability. If our clients and users begin to consume content created by generative AI tools rather than our human produced content, our user numbers and traffic may decrease in size and our perceived value as a provider of digital media solutions may decrease, with a corresponding negative effect on our business and our ability to effectively compete in the digital media solutions market.

The potential misuse of generative AI tools may also lead to undermining the value of our content, both in the context of unauthorized use of our content in training of new AI models as well as copycat output produced by generative AI tools. AI tools trained without authorization on our content could, for example, be used by third parties to produce copycat AI content that resembles, and competes for attention with, the content of our digital media brands. Such copycat output might also contain inaccurate or even libelous statements that are falsely attributed to us, causing damage to our reputation. Because AI is an emerging technology, there is not a mature body of law regarding the appropriateness of AI models’ uses of third-party data and content, which may impair the value of our original and acquired content. The realization of any of these risks could have a material and adverse effect on our business, financial condition and results of operations.

The use of AI tools in our business may cause us brand or reputational harm, competitive harm, or legal liability.

We currently provide AI-powered data analytics services and advertising technology solutions to our advertising clients and employ AI translation to create multilingual versions of some of our user-facing media content. As with many innovations, AI presents risks that could affect our ability to successfully incorporate AI in our business. For example, our AI algorithms used in data analytics and advertising technology products and services may be flawed and not achieve sufficient levels of accuracy or contain biased information, which may cause reputational harm. Thus, as AI evolves, we may need to focus resources on the development (including, the creation of proprietary data sets and machine learning models), testing and maintenance of our products and services to help ensure the accuracy of any AI outputs with respect thereto. Such efforts with respect to the development and maintenance of AI may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems. In addition, our competitors or other third parties may incorporate AI solutions into their products and services more quickly or more successfully than us, and their AI solutions may achieve higher

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market acceptance than ours, which may result in us losing market share and failing to recoup our investments in AI-powered applications. Our ability to employ AI, or the ability of our competitors to do so better, may impair our ability to compete effectively, result in reputational harm and have a material adverse impact on our operating results.

The use and development of AI tools is also an area of developing laws, rules, and regulations, which may pose compliance, liability, ethical or other risks to our business, and may require us to develop additional AI-specific governance programs. We may not be able to generate intellectual property revenue in connection with the use of our content by third parties to develop AI technologies. In addition, several jurisdictions around the globe have proposed or enacted laws restricting the use of AI on privacy and other grounds. For example, European regulators have proposed a stringent AI regulation, and we expect other jurisdictions will adopt similar laws. In particular, privacy laws in certain countries extend rights to consumers (such as the right to delete certain personal data) and regulate automated decision making, which might be incompatible with our use of AI tools. Such obligations, if in the future they are applied in the territories where we operate, may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI tools, or prevent or limit our use of AI. The realization of any of these risks could have a material and adverse effect on our business, financial condition and results of operations.

Risks Related to TNL Mediagene’s Reliance on Third Parties

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” and “our” refer to TNL Mediagene as a combined company and together as a group with its subsidiaries.

We derive a significant portion of our users from third-party platforms and online search engines. Changes to the standard terms, conditions and policies of these providers that link to, have distributed or may distribute our content, such as Google Search and Google Discover, could adversely affect our business.

We depend on third-party platform providers to provide access to our content. A significant portion of our users engage with our content through third-party platform providers rather than directly on our websites, most prominently, Google Search and Google Discover, which collectively accounted for an average of 50.3% of our total traffic in the three months ended February 29, 2024, as well as Facebook, Instagram, YouTube and X. These platforms serve as significant channels of online distribution and are critical to accessing our content. If these platform providers deny access to our content, modify their current discovery mechanisms or algorithms, develop their own competitive offerings, or impose fees for access to and use of their platforms, our business could be negatively affected. We are also subject to the standard terms, conditions and practices of these platform providers, which govern the promotion, distribution, operation and use of our content. Platform providers have broad discretion to change their standard terms and conditions and have the right to prohibit us from distributing content on their platforms if we are perceived to violate those standard terms and conditions. In addition, platform providers can change their policies or interpretations of their standard terms and conditions. Our business could suffer materially if platform providers change their standard terms and conditions, interpretations or other policies and practices in a way that is detrimental to us or if platform providers determine that we are in violation of their standard terms and conditions and prohibit us from distributing our content on their platforms. Moreover, if we are unable to maintain a good relationship with these platform providers, our business and operating results could be adversely affected. Our business could also be harmed if these platforms change their terms and conditions relating to how their users share information on or through their platforms or across other platforms, which could impact our number of users and engagement.

We also depend on internet search engines, such as Google and Yahoo! JAPAN, to direct a significant amount of traffic to our platform. Our ability to maintain and increase the number of users directed to our platform from search engines is not within our control. Search engines, such as Google and Yahoo! Japan, have and may continue to modify their search algorithms (including what content they index and the format in which content is indexed) and policies or enforce those policies in ways that are detrimental to us, that we are not able to predict or without prior notice. When that occurs, we have in the past and expect to experience in the future, declines or de-indexing in the organic search ranking of certain search results or negatively impacted by the format in which our search results appear, leading to a decrease in traffic to our digital media brands and existing user retention and engagement. We have experienced declines in traffic and user growth as a result of these changes in the past, and anticipate fluctuations as a result of such actions in the future. For example, our health-oriented digital media

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brand, MYLOHAS, which operated its website from 2006 and was rebranded as ROOMIE KITCHEN in June 2022, experienced a dramatic decrease in website traffic due to a Google search algorithm update in October 2019. Prior to this change, MYLOHAS was recording approximately 22 million monthly pageviews. However, following the algorithm adjustment, website traffic declined to approximately 3 million monthly pageviews. Our ability to appeal these actions is limited, and we may not be able to revise our search engine optimization (“SEO”) strategies to recover the loss in traffic or users resulting from such actions. In addition, changes in policies or their enforcement may not apply in the same manner to our competitors, or our competitors’ SEO strategies to retain and attract users may be more successful than ours. Further, some of these search engines are owned by companies that compete with various aspects of our business. The realization of any of these risks could have a material and adverse effect on our business, financial condition and results of operations.

Our business relies on certain trademarks, copyrights and other intellectual property rights that are licensed from third-party licensors. We do not control these rights and any loss of our rights to them could materially adversely affect our business.

Our digital media brands, especially those in Japan, rely on licenses to be able to use certain media trademarks, copyrights and other intellectual property rights to a number of our websites, including Gizmodo Japan, Business Insider Japan, Lifehacker Japan and Digiday Japan (such licenses, “Third-party Licenses”). We do not own the intellectual property that underlies the Third-party Licenses. Our rights to use the intellectual property underlying the Third-party Licenses are subject to the continuation of and compliance with the terms of the Third-party Licenses, and we do not always control the prosecution, maintenance or filing of the intellectual property underlying the Third-party Licenses. Enforcement of our rights under the Third-party Licenses is often subject to the control or cooperation of our licensors and/or interpretation of the license agreements underlying the Third-party Licenses. We cannot be certain that we will have control of the enforcement of these intellectual property rights against third parties. Legal action could be initiated against the owners of the intellectual property of the Third-party Licenses. Even if we are not a party to these legal actions, an adverse outcome could harm our business because it might prevent our licensors from continuing to license the Third-party Licenses that we may need to operate our business.

In addition, the Third-party Licenses contain provisions that allow the licensors to terminate the Third-party Licenses upon specific conditions, including breach or insolvency. Our rights under the Third-party Licenses are subject to our continued compliance with the terms of the Third-party Licenses, including the payment of license fees. There have been cases in the past in which the media businesses of our licensors, including those trademarks, copyrights and other intellectual property rights under the Third-party Licenses, have been transferred to other companies, and there is a possibility that our licensors are acquired by other companies in the future. If these new licensors decide not to renew the Third-party Licenses, demand an unsustainable license fee as a condition of renewal, or are purchased by another entity with the intention of operating the digital media brands and associated trademarks, copyrights and intellectual property rights under the Third-party Licenses on its own, we will no longer be able to use the Third-party Licenses, and will accordingly lose the ability to operate some or all of the digital media brands and associated trademarks, copyrights and intellectual property rights. If this occurs, our business, revenue, operating results, or financial condition could be materially and adversely affected.

Use of third-party content creators, social media influencers and user-generated content may materially and adversely affect our reputation.

We engage third-party journalists, writers and content creators (the “Third-Party Creatives”) to assist in producing content for some of our digital media and branded content and advertising projects, including articles, advertorials, photos and videos. Content created by Third-Party Creatives typically represents between 50 and 80 percent of the content on our digital media brands. Our editorial team conducts reviews and collects feedback from our advertising clients and partners to assess the quality of work performed by these third-party content creators. In addition, certain of our digital media brands, including iCook, rely extensively on content generated by users. On these user-content websites, the proportion of content created by third-party content creators is as high as 95 percent. Because we do not generally have exclusive or long-term contractual relationships with the Third-Party Creatives or our users, however, in most cases we cannot guarantee that any particular Third Party Creative or user will continue to produce content for us in the future, nor can we typically prevent Third Party Creatives or users from republishing their content elsewhere, competing with our digital media brands, or from creating and distributing

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negative commentary regarding us or our products and services in a way that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us. Occurrence of any such events could materially and adversely affect our reputation, business, financial conditions, and results of operations.

In addition, we maintain relationships with and monetize content created by many third-party social media influencers. Negative commentary regarding us, our products and services or influencers, and other third parties who are affiliated with us may also be posted on social media platforms and may be adverse to our values, reputation or business. Influencers with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our users in a manner that reflects poorly on our brand and may be attributed to us or otherwise adversely affect us. It is not possible to prevent such behavior, and the precautions we take to detect and distance ourselves from this activity may not be effective in all cases. Our target audience often values readily available information and could act on such information without further investigation and without regard to its accuracy. Whether the information is accurate or not, the harm may be immediate, without affording us an opportunity for redress or correction. Further, such behavior by an influencer may result in our being unable or unwilling to continue current advertising project or other activities, and use and monetize our library of paid or sponsored, branded, editorial or original content featuring such influencer, which could have a negative impact on our revenues.

Our business and operating results may be harmed by a disruption in our products and services.

Service delays, outages or disruptions, or the loss or compromise of data, could result from a variety of causes, including infrastructure changes, human or software errors, hardware failure, capacity constraints due to an overwhelming number of people accessing our products and services simultaneously, computer viruses, denial of service, fraud or security attacks. In addition, our operations are susceptible to outages and interruptions due to fire, flood, earthquake, tsunami, other natural disasters, power loss, equipment or telecommunications failures, cyber-attacks, terrorist attacks, political or social unrest, and other events over which we have little or no control. We do not have multiple site capacity for all of our services and some of our systems are not fully redundant in the event of delays or disruptions to service, so some data or systems may not be fully recoverable after such events, although we have implemented a limited disaster recovery program which does not allow us to serve network traffic from back-up data center services. An unexpected disruption of services provided by the data centers that serve our products and services could hamper our ability to handle existing or increased traffic, result in the loss of data or cause our digital media brands and services to become unavailable, which could have a material adverse effect on our reputation, business, financial condition and results of operations.

We depend on Amazon Web Services (“AWS”) for the vast majority of our compute, storage, data transfer and other services. Any disruption of, degradation in or interference with our use of AWS could negatively affect our operations and harm our business, revenue and financial results.

AWS provides the cloud computing infrastructure we use to host the websites of our digital media brands and many of the internal tools we use to operate our business. We have a long-term commitment with AWS. Under the agreement with AWS, in return for negotiated concessions, we currently are required to maintain a substantial majority of our monthly usage of certain compute, storage, data transfer and other services on AWS. This agreement is terminable only under certain conditions, including by either party following the other party’s material breach, which may be the result of circumstances that are beyond our control. A material breach of this agreement by us, or early termination of the agreement, could carry substantial penalties, including liquidated damages. If AWS increases pricing terms, terminates or seeks to terminate our contractual relationship, establishes more favorable relationships with our competitors, or changes or interprets its terms of service or policies in a manner that is unfavorable, those actions could have a material adverse effect on our business, financial condition and results of operations.

Any significant disruption of, limitation of our access to or other interference with our use of AWS would negatively impact our operations and our business could be harmed. In addition, any transition of the cloud services currently provided by AWS to another cloud services provider would be difficult to implement and would cause us to incur significant time and expense and could disrupt or degrade our ability to deliver our products and services. The level of service provided by AWS could affect the availability or speed of our services. If users, advertisers, clients or

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other partners are not able to access our service or platform or encounter difficulties in doing so, we may lose users, advertisers, clients or other partners and could suffer a material adverse effect on our reputation, business, financial condition and results of operations.

Our advertising technology and data analytics services relies on open source and third-party AI software, which may pose particular risks to our proprietary advertising technology and data analytics products and services in a manner that could have a negative effect on our business.

We extensively use open source and third-party software, including programming languages such as PHP, JavaScript, Python, Go and Ruby; frameworks like Laravel, Vue, React, Ruby on Rails, Next.js, Bootstrap and Tailwind CSS; operating systems including Rocky Linux, Ubuntu and Debian, databases such as MariaDB, PostgreSQL, Redis, MongoDB and Elasticsearch, and platforms like WordPress and Grafana in our various advertising technology and data analytics products and services. In particular, we license the “jooi” AI product by 91App, which we use within our Ad2 ad network to enhance advertisement delivery and provide audience insights, and may use other third-party or open-source AI software in the future. The software licenses attached to these software products may subject us to certain unfavorable conditions. For example, open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, open source licenses may include requirements that we offer our products that incorporate the open source software for no cost, that we make publicly available the source code for any modifications or derivative works we create based upon, incorporating or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license. If an author or other third-party that distributes software that we use or license were to allege that we had not complied with the conditions of the applicable license, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from offering our products that contained the software, required to release proprietary source code, required to obtain licenses from third parties or otherwise required to comply with the unfavorable conditions unless and until we can re-engineer the product so that it complies with the license or does not incorporate the licensed software. Any of the foregoing could disrupt our ability to offer our products and have a material adverse effect on our reputation, business, financial condition and results of operations.

Our user growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, streaming tools, networks and standards that we do not control.

We make our content available across a variety of operating systems and through websites. We are dependent on the compatibility of our content with popular devices, streaming tools, desktop and mobile operating systems and web browsers that we do not control, such as iOS, Android, Mac OS, Windows, Chrome, Edge and Firefox.Any changes in such systems, devices or web browsers that degrade the functionality of our content, limit our ability to measure the effect of our advertisements and branded content, or give preferential treatment to competitive content could adversely affect usage of our content. In recent years, web browser makers have rolled out and could in future again roll out updates that limit the effectiveness of cross-site tracking techniques we rely on to collect advertising data about readers of our content. For example, Apple, Google, and other major companies have introduced technology to their products that limit the use of third-party cookies, which many advertisers relied on to track the behavior of their users. Future updates could affect the technologies we use for user data collection as well, requiring us to invest resources to work around such restrictions to continue to collect user data, or prevent us entirely from collecting some or all of the data we currently collect.

A significant majority of our users access our content and services through mobile devices and, as a result, our ability to grow advertising revenue is increasingly dependent on our ability to generate revenue from content viewed and engaged with on mobile devices. A key element of our strategy is focusing on mobile devices, and we expect to continue to devote significant resources to the creation and support of developing new and innovative mobile products and services. We are dependent on the interoperability of our content with popular mobile operating systems, streaming tools, networks and standards that we do not control, such as the iOS and Android operating systems. We may not be successful in maintaining or developing relationships with key participants in the mobile industry or in developing content that operate effectively with these technologies, systems, tools, networks, or standards. Any changes in such systems, or changes in our relationships with mobile operating system partners, handset manufacturers, or mobile carriers, or in their terms of service or policies that reduce or eliminate our ability to distribute our content, impair access to our content by blocking access through mobile devices, make it hard to

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readily discover, install, update or access our content on mobile devices, give preferential treatment to competitive, or their own, content, limit our ability to measure the effectiveness of advertisements and branded content, or charge fees related to the distribution of our content could adversely affect the consumption and monetization of our content on mobile devices. Additionally, if the number of platforms for which we develop our product expands, it will result in an increase in our operating expenses. In the event that it is more difficult to access our content or use our services, particularly on mobile devices, or if our users choose not to access our content on their mobile devices or choose to use mobile products that do not offer access to our content, or if the preferences of our users require us to increase the number of platforms on which our product is made available to our users, our user growth, engagement, ad targeting and monetization could be harmed and our business and operating results could be adversely affected.

Technologies have been developed that can block the display of our ads.

Technologies have been developed, and will likely continue to be developed, that can block the display of our ads. We generate a substantial portion of our revenue from advertising, and ad blocking technologies may prevent the display of certain of our ads, which could have a material adverse effect on our business, financial condition and operating results. Existing ad blocking technologies that have not been effective on our digital media brands may become effective as we make certain product changes, and new ad blocking technologies may be developed. More users may choose to use products that block or obscure the display of our ads if we are unable to successfully balance the amount of non-promotional content and paid advertisements, or if users’ attitudes toward advertisements become more negative. Further, regardless of their effectiveness, ad blockers may generate concern regarding the health of the digital advertising industry, which could reduce the value of digital advertising and have a material adverse effect on our business, financial condition and operating results.

Our business depends on continued and unimpeded access to our content and services on the Internet. If we or those who engage with our brands or content experience disruptions in Internet service or if Internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of users and advertisers.

We depend on the ability of our users and advertisers to access the Internet. Currently, this access is provided by companies that have significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, government-owned service providers, device manufacturers and operating system providers, any of whom could take actions that degrade, disrupt or increase the cost of access by our users to our content, products or services, which would, in turn, negatively impact our business. The adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws or practices limiting Internet neutrality, could decrease the demand for, or the usage of, our content, products and services, increase our cost of doing business and adversely affect our operating results. We also rely on other companies to maintain reliable network systems that provide adequate speed, data capacity and security to us and our users. As the Internet continues to experience growth in the level of traffic, frequency of engagement, and amount of data transmitted, the Internet infrastructure that we and our users rely on may be unable to support the demands placed upon it. Failures of the Internet infrastructure that we or our users rely on, even for a short period of time, could undermine our operations and harm our operating results.

Risks Related to TNL Mediagene’s Legal and Regulatory Environments

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” and “our” refer to TNL Mediagene as a combined company and together as a group with its subsidiaries.

Our business is subject to complex and evolving laws and regulations of the jurisdictions in which we operate, primarily Japan and Taiwan. These laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, temporary or permanent restraining orders and injunctions, increased cost of operations or declines in user growth and engagement with our brands and content, or otherwise harm our business.

We are subject to a variety of laws and regulations in the jurisdictions in which we operate, primarily Japan and Taiwan, that involve matters central to our business, including privacy, rights of publicity, data protection, content regulation, intellectual property (copyright, trade secret, trademark and patent), libel and defamation, labor

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and employment, competition, protection of minors, consumer protection and taxation. Many of these laws and regulations are subject to constant legislative or administrative review and modification. Additionally, many of these laws and regulations are still being tested in courts and could be interpreted or applied in ways that could harm our business, particularly in the rapidly evolving industry in which we operate. The introduction of new products or services may subject us to additional laws and regulations. In addition, foreign data protection, privacy, libel and defamation, consumer protection, content regulation and other laws and regulations are often more restrictive than those in the United States. A number of proposals are pending before such foreign legislative and regulatory bodies that could significantly affect our business.

Our Japanese subsidiaries are, as companies involved in the advertising business, subject to the Japanese Act Against Unjustifiable Premiums and Misleading Representations, which prohibits certain misleading advertisements and customer giveaway campaigns; the Act on Securing Quality, Efficacy, and Safety of Products Including Pharmaceuticals and Medical Devices, which regulates marketing and advertisements of pharmaceuticals and medical devices; due to their use of outsourced content, the Act Against Delay in Payment of Subcontract Proceeds, Etc. to Subcontractors; and as platform and crowdfunding businesses, subject to applicable provisions of the Act on Specified Commercial Transactions, which, among other things, regulates and prohibits certain commercial and consumer transactions and sales practices. Our Japanese subsidiaries additionally have elected to abide by the self-regulatory Code of Ethics for Internet Advertising and Posting Standards Guidelines promulgated by the Japan Interactive Advertising Association. If our Japanese subsidiaries are perceived to or are found to violate these regulations and guidelines, our reputation may be harmed, we may be subject to legal or regulatory actions, and our business, operating and financial results could be adversely affected.

Our Taiwan subsidiaries are, as companies involved in the online media business, subject to the Civil Code of Taiwan and court precedents, which require media operators to establish a reasonable investigation mechanism for the news, articles, and information they publish; the Copyright Act of Taiwan, which requires them to respect the copyrights of authors; as companies involved in the marketing and advertising businesses, subject to the Fair Trade Act of Taiwan and the Consumer Protection Act of Taiwan, which prohibit false, untrue, and misleading advertisements; as companies involved in the e-commerce business, subject to the Consumer Protection Act of Taiwan and the regulations promulgated thereunder, which require them to comply with certain mandatory and prohibited clauses in their terms and conditions and provide a performance guarantee for the amount received from consumers; the Third-Party Payment Enterprise Anti-Money Laundering Regulations of Taiwan, which require third-party payment service providers to implement anti-money laundering procedures and conduct know-your-client procedures on certain clients; relevant administrative guidance published by relevant authorities from time to time, which require e-commerce operators to assist vendors selling products on their platforms to comply with such guidance. Additionally, our Taiwan subsidiaries must handle consumers’ personal data in accordance with the Personal Data Protection Act of Taiwan, which regulates the collection, processing, and use of personal data. If our Taiwanese subsidiaries are perceived to or are found to violate these laws, regulations and/or guidelines, our reputation may be harmed, we may be subject to legal or regulatory actions, and our business, operating, and financial results could be adversely affected.

Further, new laws and regulations, changes in existing laws and regulations or the interpretation of them, our introduction of new content, features and services, or an extension of our business into new areas, could increase our future compliance costs, make our content, features and services less attractive to our users or advertisers, or cause us to change or limit our business practices. We may incur substantial expenses to comply with laws and regulations or defend against a claim that we have not complied with them. Further, any failure on our part to comply with any relevant laws or regulations may subject us to significant civil or criminal liabilities, penalties and negative publicity.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our content, services and brand.

Our trade secrets, trademarks, copyrights, patents and other intellectual property rights are important assets for us. We rely on, and expect to continue to rely on, trademark, trade dress, domain name, copyright, trade secret and patent laws, as well as a combination of work for hire, assignment, license and confidentiality agreements with our employees, consultants and third parties with whom we have relationships to protect our brand and other intellectual property rights. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our trade secrets or proprietary information and, even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our

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proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information, thus resulting in the impairment or destruction of the value of our intellectual property. Moreover, various other events outside of our control pose a threat to our intellectual property rights. For example, we may fail to obtain effective intellectual property protection, or effective intellectual property protection may not be available in every country in which our content and brands are utilized in commerce. Also, the efforts we have taken to protect our intellectual property rights may not be sufficient or effective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance our intellectual property rights, or efforts to protect the same, will be sufficient to protect against others offering products or content that are substantially similar to ours and compete with our business.

We have registered, and are pursuing registration of, trademarks and domain names in Japan and Taiwan and in certain jurisdictions in which we operate. Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of application and registration costs as well as the costs of defending and enforcing those rights. We may be required to protect our rights in an increasing number of countries, a process that is expensive and may not be successful. Furthermore, regulations governing domain names may not protect our trademarks and other proprietary rights that may be displayed on or in conjunction with our websites and other marketing media. We may also be unable to prevent third parties from acquiring or retaining domain names that are similar to, infringe upon, or diminish the value of our respective trademarks and other proprietary rights.

We may be unable to obtain patent or trademark protection for our technologies and brands, and our existing trademarks, and any patents or trademarks that may be issued in the future, may not provide us with competitive advantages or distinguish our products and content from those of our competitors. In addition, any patents and trademarks may be contested, circumvented, or found unenforceable or invalid, and we may not be able to prevent third parties from infringing, diluting or otherwise violating them.

Significant impairments of our intellectual property rights, and limitations on our ability to assert our intellectual property rights against others, could harm our business and our ability to compete.

We may become party to intellectual property rights claims that are expensive and time consuming to defend, and, if resolved adversely, could have a significant impact on our business, financial condition or operating results.

From time to time we receive claims from third parties that allege that we have infringed, diluted, misappropriated or otherwise violated their intellectual property rights. Further, from time to time we may introduce new products and services, including in areas where we currently do not operate, which could increase our exposure to patent and other intellectual property claims from competitors and non-practicing entities. In addition, some of our agreements with advertisers, platform partners, data partners, and licensees require us to indemnify them for certain intellectual property claims against them, which could require us to incur considerable costs in defending such claims, and may require us to pay significant damages in the event of an adverse ruling. Advertisers and platform partners may also discontinue use of our products and services as a result of injunctions or otherwise, which could result in loss of revenue and adversely impact our business.

From time to time, we may be subject to legal proceedings, regulatory disputes, and governmental investigations that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results.

From time to time, we may be subject to claims, lawsuits (including class actions), government investigations, arbitrations and other proceedings involving competition and antitrust, intellectual property (including copyright, trademark, trade secret and patent), privacy, defamation, libel and slander, consumer protection, securities, tax, labor and employment, commercial disputes, and other matters that could adversely affect our business operations and financial condition. We have faced and will continue to face claims relating to our content that is published or made available through our websites or through third-party platforms or services. In particular, the nature of our business exposes us to claims related to defamation, intellectual property rights (including copyright, trademark, trade secret and patent), rights of publicity and privacy and regulations of relevant authorities, including the Agency for Cultural Affairs of Japan, the Japan Patent Office and the Personal Information Protection Commission of Japan as well as the Consumer Protection Committee of Taiwan, the Fair Trade Commission of Taiwan, the Intellectual Property Office of Taiwan, the Ministry of Justice of Taiwan, and the Personal Data Protection Commission to be established

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by August 11, 2025. The outcome of any legal proceeding, regardless of its merits, is inherently uncertain. Pending or future legal proceedings could result in a diversion of management’s attention and resources and reputational harm, and we may be required to incur significant expenses defending against these claims or pursuing claims against third parties to protect our rights. If we do not prevail in litigation, we could incur substantial liabilities. We may also determine in certain instances that a settlement may be a more cost-effective and efficient resolution for a dispute.

Where risk of loss is probable and we can make a reasonable estimate of the liability relating to pending litigation, we record a related liability. As additional information becomes available, we assess the potential liability and revise estimates as appropriate. However, because of uncertainties relating to litigation, the amount of our estimates could be wrong as determining reserves for pending legal proceedings is a complex, fact-intensive process that is subject to judgment calls. The results of legal and regulatory proceedings cannot be predicted with certainty. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business. If we incur costs or liability as a result of these events occurring, our business, financial condition and operating results could be adversely affected. Liability may also impact our insurance premiums as well as our ability to obtain or maintain insurance coverage. Further, any adverse determination related to legal proceedings or a settlement agreement could require us to change our technology or our business practices in costly ways, prevent us from offering certain products or services, require us to pay monetary damages, fines, or penalties, or require us to enter into royalty or licensing arrangements, and could adversely affect our operating results and cash flows, harm our reputation, or otherwise negatively impact our business.

Failure to comply with laws relating to employment could subject us to penalties and other adverse consequences.

We are subject to various employment-related laws in the jurisdictions in which our employees are based. We face risks if we fail to comply with applicable domestic wage laws, or wage laws applicable to our employees internationally. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on our reputation, business, prospects, financial condition and results of operations. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs and other professional fees.

Our management has limited experience in operating a public company. We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

Our management has limited experience in the management of a publicly traded company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel are not experienced in managing a public company and will be required to devote a substantial amount of time to compliance with these requirements. Compliance with these requirements will increase legal and financial compliance costs and make some activities more time consuming and costly. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional costs it may incur in the future as a result of being a public company or the timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business, financial condition and results of operations.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. We will continue to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.

As a result of disclosure of information as a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If the claims are successful, our business, financial condition and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources

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necessary to resolve them, could divert the resources of management and adversely affect our business, financial condition and results of operations. These factors could also make it more difficult for us to attract and retain qualified colleagues, executive officers, and members of our board of directors.

Because we are incorporated under the laws of the Cayman Islands and our executive offices are located in Japan and Taiwan, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands and its executive offices are located in Japan and Taiwan. As a result, it may be difficult for investors to effect service of process within the United States on us, our executive officers and directors, or enforce judgments obtained in the United States courts against us, or our executive officers and directors.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not clearly established as they would be under from statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by Walkers (Hong Kong) (“Walkers”) and Blue Ocean has been advised by Maples and Calder (Cayman) LLP (“Maples”), Blue Ocean’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, shareholders of the post-Merger entity may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

We currently report our financial results, including the financial results of Mediagene prior to our merger, under IFRS, which differs in certain significant respect from U.S. GAAP.

We report our financial statements under IFRS. There are and there may in the future be certain significant differences between IFRS and U.S. GAAP. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

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Risks Related to TNL Mediagene Doing Business in Japan and Taiwan

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” and “our” refer to TNL Mediagene as a combined company and together as a group with its subsidiaries.

Any lack of requisite approvals, licenses, permits or filings or failure to comply with any requirements of Japanese and Taiwanese laws, regulations and policies may materially and adversely affect our daily operations.

In accordance with relevant Japanese and Taiwanese laws and regulations, our subsidiaries are required to maintain various approvals, licenses, permits and filings to operate our business, including but not limited to business registration, tax registration and those with respect to environmental protection and fire safety inspection. The obtaining of these approvals, licenses, permits and filings are subject to satisfactory compliance with, among other things, the applicable laws and regulations of relevant jurisdictions. If our subsidiaries are unable to obtain any of such licenses and permits or extend or renew any of their subsidiaries’ current licenses or permits upon their expirations, or if our subsidiaries are required to incur significant additional costs to obtain or renew these licenses, permits and approvals, our daily operations in Japan and Taiwan could be materially and adversely affected.

We face economic and political risks associated with doing business in Taiwan, particularly due to the geopolitical tension between Taiwan and mainland China that could negatively affect our business and hence the value of your investment.

Currently, a significant portion of our operations and market is located in Taiwan. Accordingly, our business, financial condition and results of operations and the market price of our securities may be affected by changes in governmental policies, taxation, growth rate, inflation rate or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan. In particular, there is sustained tension between mainland China and Taiwan relating to the unique legal and geopolitical status of Taiwan and its internal political affairs. In the past incidents and political developments related to the interactions between mainland China and Taiwan have on occasion negatively affected the business operations of Taiwanese companies and the overall Taiwanese economic environment. In addition, we own and operate several digital media brands which have reported and provided commentary on topics related to Taiwanese politics and other matters implicating cross-strait relations between mainland China and Taiwan. Future further escalation of the tensions between mainland China and Taiwan could lead to the imposition of sanctions, bans or tariffs on exports or even military conflict. Any conflict which threatens the military, political or economic stability in Taiwan could have a material adverse effect on our current or future business and financial conditions and results of operations.

Our Japanese and Taiwanese subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may restrict our ability to satisfy our liquidity requirements.

As an exempted company with limited liability incorporated under the laws of the Cayman Islands structured as a holding company, we may need dividends and other distributions on equity from our Japanese and Taiwanese subsidiaries to satisfy our liquidity requirements.

The ability of our Japanese subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities and statutory cap on the amount of dividends. Japanese corporate law caps the amount of dividends that our Japanese subsidiaries may distribute at a set “distributable amount”, calculated on the basis of their “other capital surplus” and “other retained earnings” and certain adjustments.

Current Taiwanese regulations permit our Taiwanese subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, which shall first make up previous losses and set aside at least 10% of their accumulated profits each year. These reserves are not distributable as cash dividends unless specific criteria are satisfied. Furthermore, if our Taiwanese subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our Taiwanese subsidiaries to distribute dividends or to make payments to us may restrict our ability to satisfy our liquidity requirements. In addition, dividend payments by our Taiwanese subsidiaries to us are subject to a Taiwan withholding tax of 21% since January 1, 2018.

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As a result of the above restrictions, we may not be able to receive dividends or distributions on equity from our Japanese or Taiwanese subsidiaries when required to meet our obligations. Consequently, any failure to receive dividends or distributions from our Japanese or Taiwanese subsidiaries when needed could have a material adverse effect on our business, results of operations or financial condition.

Our Taiwanese subsidiaries are subject to foreign exchange controls imposed by Taiwanese authorities, which may affect the payment of dividends, repatriation of interest or making other payments to us.

Currently, Taiwan regulates foreign exchange transactions that involve the conversion of the New Taiwan Dollar into foreign currencies. Pursuant to the relevant provisions of the Taiwan Foreign Exchange Control Act, foreign exchange transactions of a value of NTD 500,000 or more must be declared to the Central Bank of Taiwan. Further, companies must submit relevant testimonials to the Central Bank of Taiwan in the following instances, and such remittances shall be subject to the approval of the Central Bank of Taiwan: (i) a single remittance of an amount over USD 1 million; or (ii) when the annual accumulated settlement amount of foreign exchange purchased or sold has exceeded USD 50 million. The government of Taiwan may impose further foreign exchange restrictions in certain emergency situations, where the government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. If dividend payments or other payments by our Taiwan subsidiaries and branches to us involve currency conversions from the New Taiwan Dollar to the U.S. Dollar, such conversions would be subject to the foregoing foreign exchange controls imposed by Taiwanese authorities.

Our business is subject to the risks of earthquakes, fire, power outages, floods, outbreaks of infectious diseases and other catastrophic events, and to interruption by man-made problems such as terrorism.

A significant natural disaster, such as an earthquake, fire, flood or significant power outage could have a material adverse impact on our business, operating results, and financial condition. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems in our cloud infrastructure could result in lengthy interruptions in our services. In addition, acts of terrorism and other geo-political unrest could cause disruptions in our business. Japan and Taiwan, where much of our operations are located, are particularly susceptible to natural disasters, including earthquakes, typhoons, flooding and landslides from heavy rain, and volcanic activity. Further, the outbreak or threatened outbreak of any severe communicable disease such as COVID-19, avian influenza or other infectious diseases could disrupt our operations directly, or indirectly, through its effect on the overall business sentiment and environment, particularly if such outbreak is inadequately controlled, all of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate. We have implemented a disaster recovery program for a subset of our properties, which allows us to serve static content or switch content delivery networks in the event of a catastrophe.Although the program is functional, our properties will have degraded experiences including a period of time that our products or services, or certain of our products or services, will remain inaccessible or people may experience severe issues accessing our products and services. We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business that may result from interruptions in our ability to provide our products and services. Any such natural disaster or man-made problem could adversely impact our business, financial condition and operating results.

Risks Related to Ownership of TNL Mediagene’s Securities

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” and “our” refer to TNL Mediagene as a combined company and together as a group with its subsidiaries.

The price of our securities may be volatile, and the value of our securities may decline.

We cannot predict the prices at which our securities will trade. The price of our securities may not bear any relationship to the market price at which our securities will trade after the Transactions or to any other established criteria of the value of our business and prospects, and the market price of our securities following the Merger may fluctuate substantially and may be lower than the price agreed by Blue Ocean and TNL Mediagene in connection with the Transactions. In addition, the trading price of our securities following the Merger could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you

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to lose all or part of your investment in our securities as you might be unable to sell these securities at or above the price you paid in the Transactions. Factors that could cause fluctuations in the trading price of our securities include the following:

•actual or anticipated fluctuations in our financial condition or results of operations;

•variance in our financial performance from expectations of securities analysts;

•changes in our projected operating and financial results;

•changes in laws or regulations applicable to our business;

•announcements by us or our competitors of significant business developments, acquisitions or new offerings;

•sales of our securities by us, our shareholders or our warrant holders, as well as the anticipation of lockup releases;

•significant breaches of, disruptions to or other incidents involving our information technology systems or those of our business partners;

•our involvement in litigation;

•conditions or developments affecting the media industry in the jurisdictions in which we operate, including Japan and Taiwan;

•changes in senior management or key personnel;

•the trading volume of our securities;

•changes in the anticipated future size and growth rate of our markets;

•publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•general economic and market conditions; and

•other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an initial public offering (an “IPO”) and may create risks for our unaffiliated investors.

An IPO involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an IPO company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company (“SPAC”), such as Blue Ocean, does not involve any underwriters and may therefore result in less careful vetting of information that is presented to the public.

In addition, going public via a business combination with a SPAC does not involve a bookbuilding process as is the case in an IPO. In any IPO, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a business combination involving a SPAC, the value of the target company is established by means of negotiations between the target company and the SPAC. The process of establishing the value of a target company in a SPAC business combination may be less effective than an IPO bookbuilding process and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, while IPOs are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following an IPO, there is

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no comparable process of generating investor demand in connection with a business combination between a target company and a SPAC, which may result in lower demand for TNL Mediagene’s securities after closing, which could in turn decrease liquidity and trading prices as well as increase trading volatility.

Outstanding Blue Ocean Warrants will be assumed by TNL Mediagene and converted into corresponding warrants to purchase TNL Mediagene Ordinary Shares, which will increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding Blue Ocean Warrants will be assumed by TNL Mediagene and converted into corresponding warrants to purchase an aggregate of 9,555,000 TNL Mediagene Ordinary Shares. Such warrants will become exercisable 30 days after the Closing. Each warrant will entitle the holder thereof to purchase one TNL Mediagene Ordinary Share at a price of $11.50 per whole share, subject to adjustment. Warrants may be exercised only for a whole number of TNL Mediagene Ordinary Shares. To the extent such warrants are exercised, additional TNL Mediagene Ordinary Shares will be issued, which will result in dilution to the then-existing holders of TNL Mediagene Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of TNL Mediagene Ordinary Shares.

We may redeem your unexpired public TNL Mediagene Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your TNL Mediagene Warrants worthless.

After the Closing, we will have the ability to redeem outstanding public TNL Mediagene Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of TNL Mediagene Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and there is an effective registration statement covering the issuance of the TNL Mediagene Ordinary Shares issuable upon exercise of the TNL Mediagene Warrants. In addition, after the Closing, we will have the ability to redeem outstanding public TNL Mediagene Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided that the last reported sales price of TNL Mediagene Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption, and, if such last reported price is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), the Blue Ocean Private Placement Warrants held by the Sponsor and Apollo must also be concurrently called for redemption on the same terms as the outstanding public TNL Mediagene Warrants, as described above. Redemption of the outstanding TNL Mediagene Warrants could force you (i) to exercise your TNL Mediagene Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your TNL Mediagene Warrants at the then-current market price when you might otherwise wish to hold your TNL Mediagene Warrants, or (iii) to accept the nominal redemption price, which, at the time the outstanding TNL Mediagene Warrants are called for redemption, is likely to be substantially less than the market value of your TNL Mediagene Warrants.

A market for TNL Mediagene Ordinary Shares may not develop or be sustained, which would adversely affect the liquidity and price of our securities.

Following the Merger, the price of our securities may fluctuate significantly due to the market’s reaction to the Merger and general market and economic conditions. A substantial amount of our shares will be subject to transfer restrictions following the Merger. An active trading market for our securities following the Merger may never develop or, if developed, may not be sustained. In addition, the price of our securities after the Merger may vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if the combined company’s securities are not listed on Nasdaq and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), the liquidity and price of our securities may be more limited than if we were quoted or listed on the Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

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If we do not meet the expectations of equity research analysts, if they do not publish research reports about our business or if they issue unfavorable commentary or downgrade our securities, the price of our securities could decline.

The trading market for our securities will rely in part on the research reports that equity research analysts publish about us and our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If our results of operations are below the estimates or expectations of equity research analysts and investors, the price of our securities could decline. Moreover, the price of our securities could decline if one or more equity research analysts downgrade our securities or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Our issuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other shareholders.

We expect to issue additional share capital in the future that will result in dilution to all other shareholders. We expect to grant equity awards to key employees under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of TNL Mediagene Ordinary Shares to decline.

We do not intend to pay dividends for the foreseeable future, and as a result, your ability to achieve a return on your investment will depend on appreciation in the price of TNL Mediagene Ordinary Shares.

We do not intend to pay any cash dividends in the foreseeable future, and any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, you may need to rely on sales of TNL Mediagene Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. However, the extended transition period under the JOBS Act for complying with new or revised accounting standards is not applicable to us since we report under IFRS.

The combined company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the Closing Date, (b) in which TNL Mediagene has total annual gross revenue of at least $1.235 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the combined company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

We cannot predict if investors will find our securities less attractive if we choose to rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities, and the price of our securities may be more volatile.

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Blue Ocean has identified material weaknesses in its internal control over financial reporting. If the combined company after Closing is unable to remediate these material weaknesses, or if the combined company identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, the combined company may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and stock price.

In connection with the audit of Blue Ocean’s financial statements as of and for the year ended December 31, 2023, Blue Ocean identified material weaknesses in its internal control over financial reporting. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Blue Ocean’s annual or interim financial statements will not be prevented or detected on a timely basis.

Blue Ocean’s management has concluded that this material weakness in its internal controls over financial reporting is due to the fact that they did not have the necessary business processes and related internal controls formally designed and implemented and has taken steps to establish and implement such internal controls.

Blue Ocean cannot assure you that the measures it has taken to date, and are continuing to implement, will be sufficient to remediate the material weakness Blue Ocean has identified or avoid potential future material weaknesses. If the steps Blue Ocean takes do not correct the material weakness in a timely manner, Blue Ocean will be unable to conclude that it maintains effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of the combined company’s financial statements would not be prevented or detected on a timely basis.

Any failure to remediate existing material weaknesses, or to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm the combined company’s results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of its financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of the combined company’s internal control over financial reporting that it will eventually be required to include in its periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in the combined company’s reported financial and other information, which would likely have a negative effect on the trading price of the TNL Mediagene Ordinary Shares. In addition, if the combined company is unable to continue to meet these requirements, it may not be able to remain listed on Nasdaq. The combined company will not be required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and will therefore not be required to make a formal assessment of the effectiveness of control over financial reporting for that purpose. The combined company will be required to provide an annual management report on the effectiveness of its internal control over financial reporting commencing with its second annual report on Form 20-F. The combined company’s independent registered public accounting firm will not be required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on the combined company’s business, results of operations or financial condition and could cause a decline in the price of the TNL Mediagene Ordinary Shares.

We will be a foreign private issuer, and as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the closing of the Transactions, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, among others, (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time, and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of

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each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year, and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not following and describe the home country practices we are following. Among other things, we are not required to have: (i) a majority of the board of directors consisting of independent directors and (ii) regularly scheduled executive sessions with only independent directors each year. We intend to rely on the exemptions listed above. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. See the section titled “Management Following the Merger.”

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and accordingly, the next determination will be made with respect to us on June 30, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, a majority of our assets are located in the U.S., or our business is administered principally in the U.S. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. If we lose our status as a foreign private issuer, we will incur significant expenses that could have a negative effect on our business, results of operations, financial condition, and liquidity.

Concentration of ownership among TNL Mediagene’s existing executive officers, directors and their affiliates as well as Blue Ocean’s directors and executive officers may prevent new investors from influencing significant corporate decisions.

Upon consummation of the Merger, TNL Mediagene’s directors, executive officers and their affiliates as well as Blue Ocean’s directors and executive officers, as a group will beneficially own between approximately 46.7% and 49.6% of the aggregate of the outstanding TNL Mediagene Ordinary Shares immediately after the Closing giving effect to the issuance of the Earn-Out Shares issuable upon the occurrence of certain milestone events during the period from the closing of the Merger until the thirty-six (36) month anniversary of the closing of the Merger and the exercise of the Blue Ocean Private Placement Warrants. See the section in the proxy statement/prospectus entitled “Beneficial Ownership of Securities” and “Agreements Entered Into In Connection With the Merger — Sponsor Lock-Up and Support Agreement” for more information. As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, any amendment of the articles of association and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

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We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial results accurately or file our periodic reports as a public company in a timely manner.

Prior to the Closing of the Merger, we have been a private company with limited accounting personnel to adequately execute its accounting and financial reporting processes and limited supervisory resources with which to address its internal control over financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.

In connection with the audit of TNL Mediagene’s consolidated financial statements as of and for the years ended December 31, 2022 and 2023, we have identified material weaknesses in our internal control over financial reporting, which we plan to further address. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to: (i) lack of sufficient accounting personnel with appropriate understanding of IFRS and SEC financial reporting requirements to address complex accounting issues and related disclosures; (ii) lack of formalized financial reporting controls and procedures to address complex/unusual transactions and related accounting issues and to facilitate preparation of consolidated financial statements prepared in accordance with IFRS; and (iii) lack of effective maintenance and controls over certain information technology environments including (a) information technology-related general controls process, (b) segregation of duties in the information technology department and effective control on defining and assigning individual’s rights to access systems, programs or transaction raw data and (c) track records or log on system activities for access to system program and data.

We plan to adopt measures to improve our internal control over financial reporting, including, among others: (i) hiring additional accounting and financial reporting personnel with appropriate knowledge and experience in IFRS and SEC reporting requirements in order to establish period end financial closing policies and procedures for preparation of financial statements in accordance with IFRS; (ii) organizing regular training for our accounting staff, especially training related to IFRS and SEC reporting requirements; (iii) supplementing existing IFRS accounting treatment policies by engaging external accounting experts to implement procedures for dealing with complex or usual transactions or accounting issues; (iv) hiring information technology controls specialists to develop and implement a policy plan for establishing globally necessary and sufficient IT controls, and implement improvements and investments according to the plan; (v) implementing a monitoring and review process for system activities related to access to system programs and data, as well as the assigned rights to individuals; and (vi) developing and delivering training programs to regularly educate employees about the new information technology controls, policies, and procedures. Although we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long this process will take. We cannot assure you that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in internal control over financial reporting or that we will prevent or avoid potential future material weaknesses. If the steps we take do not correct the material weakness in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

In addition, our management’s initial certification under Section 404 the Sarbanes-Oxley Act is expected to be required with our annual report on Form 20-F for the year ending December 31, 2025. In support of such certifications, we will be required to document and make significant changes and enhancements, including hiring personnel in necessary functions with relevant experience.

We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to these material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. We cannot assure you that all of our existing material weaknesses have been identified, or that we will not in the future identify additional material weaknesses. Furthermore, it is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm might have identified additional material weaknesses and deficiencies. If we fail to maintain the adequacy of our internal control over financial

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reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the date we are no longer an “emerging growth company” as defined in the JOBS Act. In addition, at such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not able to obtain sufficient appropriate evidence with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid material weaknesses in our internal control over financial reporting in the future. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation. As a result, we anticipate investing significant resources to enhance and maintain our financial controls, reporting system and procedures over the coming years.

If we fail to achieve and maintain an effective internal control environment, we may not be able to prepare and disclose, in a timely manner, our financial statements and other required disclosures, or comply with existing or new reporting requirements. Any failure to report our financial results on an accurate and timely basis could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of our issued equity instruments, including our securities, may be materially and adversely affected.

We do not intend to make any determinations on whether we or our subsidiaries are CFCs for U.S. federal income tax purposes.

We do not intend to make any determinations on whether we or any of our subsidiaries are treated as “controlled foreign corporations” within the meaning of Section 957(a) of the Code (“CFCs”), or whether any U.S. Holder of TNL Mediagene Ordinary Shares is treated as a “United States shareholder” within the meaning of Section 951(b) of the Code with respect to any such CFC. We do not expect to furnish to any U.S. Holder of TNL Mediagene Ordinary Shares information that may be necessary to comply with applicable reporting and tax paying obligations with respect to CFCs. The Internal Revenue Service (the “IRS”) has provided limited guidance regarding the circumstances in which investors may rely on publicly available information to comply with their reporting and taxpaying obligations with respect to CFCs. U.S. Holders of TNL Mediagene Ordinary Shares should consult their tax advisors regarding the potential application of these rules to their particular circumstances.

If we or any of our subsidiaries are characterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, U.S. Holders may suffer adverse U.S. federal income tax consequences.

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. [Based on the fiscal year 2023 composition of the income, assets and operations of us and our subsidiaries, we do not believe we will be treated as a PFIC for the taxable year that includes the Merger], however there can be no assurances in this regard or any assurances that we will not be treated as a PFIC in any future taxable year. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Whether we or any of our subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our income and assets, our market value and the market value of our subsidiaries’ shares and assets. Changes in the composition of our income or the composition of any of our subsidiaries’ assets may cause us to be or become a PFIC for the current or subsequent taxable years. Whether we are treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

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If we are a PFIC for any taxable year, a U.S. Holder of our ordinary shares may be subject to adverse tax consequences and may incur certain information reporting obligations. For a further discussion, see “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of Ownership and Disposition of TNL Mediagene Ordinary Shares and TNL Mediagene Warrants to U.S. Holders — Passive Foreign Investment Company Rules.” U.S. Holders of our ordinary shares are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and the ownership of our ordinary shares.]

Risks Related to the Merger and Blue Ocean

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” “our” and “the Company” refer to Blue Ocean Acquisition Corp.

Blue Ocean has no operating history and its results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

Blue Ocean is a blank check company, and it has no operating history or results.

This proxy statement/prospectus includes unaudited pro forma combined financial statements for Blue Ocean and TNL Mediagene. The unaudited pro forma condensed combined balance sheet as of December 31, 2023 combines the historical condensed consolidated balance sheet of Blue Ocean as of December 31, 2023, the historical condensed statements of financial position of TNL Mediagene as of December 31, 2023, on a pro forma basis as if the Merger and other related events (in each case, as described further in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus), had been consummated on December 31, 2023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 combines the historical statements of operations of Blue Ocean, the historical statements of operations of TNL Mediagene and the historical statements of operations of Mediagene on a pro forma basis as if the Merger and the acquisition of Mediagene (in each case as described further in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus) had been consummated on January 1, 2023, the beginning of the earliest period presented.

The unaudited pro forma combined financial information is based upon, and should be read together with the accompanying notes to the unaudited pro forma combined financial statements, the audited financial statements of Blue Ocean and related notes, the TNL audited consolidated financial statements and related notes and the Mediagene audited consolidated financial statements and related notes, the sections of this proxy statement/prospectus entitled “Blue Ocean’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and other financial information included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations would have been had the Merger and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of the combined company following the consummation of the Merger. For more information, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The Sponsor and Apollo have agreed to vote in favor of the Merger, regardless of how Blue Ocean’s public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and Apollo have agreed to, among other things under the Sponsor Lock-Up and Support Agreement, vote in favor of the Merger Agreement and the transactions contemplated thereby. As of the date of this proxy statement/prospectus and after giving effect to the redemptions in connection with the Second Blue Ocean Extension, the Sponsor and Apollo own approximately 66.1% and 2.7%, respectively, of the issued and outstanding Blue Ocean Ordinary Shares. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the Sponsor and Apollo agreed to vote their shares in accordance with the majority of the votes cast by Blue Ocean’s unaffiliated public shareholders.

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Blue Ocean may not be able to complete the Merger or any other business combination within the prescribed timeframe, in which case Blue Ocean would cease all operations, except for the purpose of winding up, and Blue Ocean would redeem the Blue Ocean Class A Shares and liquidate.

Blue Ocean initially had until June 7, 2023, to consummate an initial business combination. Automatically upon the execution of the Merger Agreement, the date by which Blue Ocean was required to consummate a business combination in accordance with the Blue Ocean Articles was extended from June 7, 2023 to September 7, 2023. On August 29, 2023, Blue Ocean held an extraordinary general meeting of shareholders (the “Extension Meeting”). At the Extension Meeting, the shareholders approved amendments to the Blue Ocean Articles to, among other things, extend the date by which Blue Ocean must (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Blue Ocean and one or more businesses or entities (an “initial business combination”); (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the Public Shares, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time, unless the closing of Blue Ocean’s initial business combination has occurred, provided that (1) the Sponsor (or its affiliates or permitted designees) deposit into the Trust Account for each such one-month extension the lesser of (x) an aggregate of $60,000 or (y) $0.035 per Public Share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of Blue Ocean’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination and (2) the procedures relating to any such extension, as set forth in the Investment Management Trust Agreement, dated as of December 2, 2021 (the “Trust Agreement”), by and between Blue Ocean and Continental Stock Transfer & Trust Company, has been complied with. In connection with the Extension Meeting, shareholders holding 12,817,785 Blue Ocean Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $136.8 million (approximately $10.67 per share) was removed from the Trust Account to pay such holders. On May 29, 2024, Blue Ocean held the Second Extension Meeting at which the shareholders approved amendments to the Blue Ocean Articles to, among other things, extend the date by which Blue Ocean must (i) consummate its initial business combination; (ii) cease its operations, except for the purpose of winding up, if it fails to complete such initial business combination; and (iii) redeem 100% of the Public Shares, by electing to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional one month each time, unless the closing of Blue Ocean’s initial business combination has occurred (such applicable later date, the “Extended Date”), provided that (1) the Sponsor (or its affiliates or permitted designees) deposit into the Trust Account for each such one-month extension the lesser of (x) an aggregate of $30,000 or (y) $0.035 per Public Share that remains outstanding and is not redeemed prior to any such one-month extension, unless the closing of Blue Ocean’s initial business combination has occurred, in exchange for a non-interest bearing promissory note payable upon consummation of an initial business combination and (2) the procedures relating to any such extension, as set forth in the Trust Agreement has been complied with. In connection with the Second Extension Meeting, shareholders holding 4,315,265 Blue Ocean Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $48.3 million (approximately $11.20 per share) will be removed from the Trust Account to pay such holders.

If Blue Ocean has not completed any initial business combination by the Extended Date, it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to TNL Mediagene less (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors in accordance with applicable law, liquidate and dissolve, subject in each case to Blue Ocean’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

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Since the Sponsor and Blue Ocean’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Merger with Blue Ocean is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if our initial business combination is not completed.

When you consider the recommendations of Blue Ocean’s board of directors, you should keep in mind that Blue Ocean’s directors and officers may have interests in the Merger that conflict with, or are different from, Blue Ocean Public Shareholders’ interests of Blue Ocean. See the section in the proxy statement/prospectus entitled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger.” In consideration of the interests set forth below, Blue Ocean’s directors and officers also engaged an independent investment banking firm that rendered an opinion with respect to the fairness of the merger consideration to Blue Ocean and its unaffiliated public shareholders from a financial point of view, which the members of Blue Ocean’s board of directors factored into their decision to approve the Merger Agreement. For more information regarding the Opinion, see the section titled “Proposal One — The Business Combination Proposal — Opinion of Newbridge.” Additionally, the members of Blue Ocean’s board of directors determined that these interests could be adequately disclosed to shareholders in this proxy statement/prospectus and that Blue Ocean shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein. These interests include, among other things, the interests listed below:

On April 7, 2021, prior to the Blue Ocean IPO, the Sponsor purchased 4,312,500 Blue Ocean Class B Shares (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.006 per share, and Sponsor later (i) forfeited 618,750 Founder Shares; (ii) transferred 30,000 Founder Shares to each of Joel Motley, Matt Goldberg, and Priscilla Han, and 25,000 Founder Shares to each of Norman Pearlstine and Dale Mathias (Ms. Mathias left the board in 2022), Blue Ocean’s independent directors, and (iii) transferred 100,000 Founder Shares to six Blue Ocean advisors, resulting in an aggregate 3,693,750 Blue Ocean Class B Shares issued and outstanding, of which 3,478,750 are held by the Sponsor and 115,000 are held by Blue Ocean’s directors and executive officers. Dale Mathias transferred her Founder Shares back to the Sponsor upon her leaving Blue Ocean’s board of directors. On December 2, 2021, Blue Ocean effected an ordinary share dividend resulting in the Sponsor holding an aggregate of 4,503,750 Blue Ocean Class B Shares. If Blue Ocean does not consummate a business combination by the Extended Date, it would cease all operations except for the purpose of winding up, redeeming all of the issued and outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and Blue Ocean’s board of directors, liquidating and dissolving, subject in each case to its obligations under the Cayman Companies Law to provide for claims of creditors and the requirements of other applicable law. In such event, the 4,468,750 Blue Ocean Class B Shares owned by the Sponsor and Blue Ocean’s directors and executive officers would be worthless because following the redemption of the Public Shares, Blue Ocean would likely have few, if any, net assets and because the Sponsor and Blue Ocean’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Blue Ocean Class A Shares held by it or them, as applicable, if Blue Ocean fails to complete a business combination within the required period. Additionally, in such event, the 9,225,000 Blue Ocean Private Placement Warrants purchased by the Sponsor and Apollo simultaneously with the consummation of Blue Ocean’s initial public offering for an aggregate purchase price of $9,225,000 will also expire worthless.

If Blue Ocean is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Blue Ocean for services rendered to, or contracted for or products sold to Blue Ocean. If Blue Ocean consummates a business combination, on the other hand, TNL Mediagene will be liable for all such claims.

As a result of the prices at which the Sponsor acquired the Founder Shares and the Blue Ocean Private Placement Warrants and their current value, the Sponsor could make a substantial profit after the completion of the Merger even if Blue Ocean Public Shareholders lose money on their investments as a result of a decrease in the post-combination value of their Public Shares.

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The Merger Agreement provides for the continued indemnification of Blue Ocean’s current directors and officers and the continuation of directors and officers liability insurance covering Blue Ocean’s current directors and officers. Additionally, certain of Blue Ocean’s executive officers are expected to become executive officers of the combined company and will enter into indemnification agreements with the combined company

If Blue Ocean does not consummate the Merger and fails to complete an initial business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), it will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Blue Ocean Public Shareholders.

In addition, the Sponsor and Blue Ocean’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Blue Ocean’s behalf, such as identifying, investigating, negotiating and completing an initial business combination. However, if Blue Ocean fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Blue Ocean may not be able to reimburse these expenses if the Merger or another business combination is not completed by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders). As of the date of this proxy statement/prospectus, the Sponsor and Blue Ocean’s officers and directors and their affiliates had incurred no unpaid reimbursable expenses. If Blue Ocean is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on the completion of a business combination is $9,580,000 comprised of (a) $25,000 representing the aggregate purchase price paid for the Founder Shares and (b) $9,555,000 representing the aggregate purchase price paid for the Blue Ocean Private Placement Warrants.

The exercise of Blue Ocean’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Merger may result in a conflict of interest when determining whether such changes to the terms of the Merger or waivers of conditions are appropriate and in Blue Ocean Public Shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require Blue Ocean to agree to amend the Merger Agreement or to waive rights to which Blue Ocean is entitled to under the Merger Agreement. In any of such circumstances, it would be at Blue Ocean’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Blue Ocean and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Blue Ocean does not believe there will be any changes or waivers that Blue Ocean’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Blue Ocean will circulate a new or amended proxy statement/prospectus and resolicit Blue Ocean Public Shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

Blue Ocean and TNL Mediagene will incur significant transaction and transition costs in connection with the Merger.

Blue Ocean and TNL Mediagene have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Merger and operating as a public company following the consummation of the Merger. Certain transaction expenses incurred in connection with the Merger Agreement (including the Merger), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by TNL Mediagene following the closing of the Merger. We estimate transaction expenses (including deferred underwriting fees) incurred by Blue Ocean will be $1.8 million (without taking into account any shareholder redemption by Blue Ocean Public Shareholders) and transaction expenses incurred by TNL Mediagene will be $[    ].

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Legal proceedings in connection with the Merger or otherwise, the outcomes of which are uncertain, could delay or prevent the completion of the Merger.

In connection with business combination transactions similar to the proposed Merger, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Merger, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require Blue Ocean and TNL Mediagene to incur significant costs and draw the attention of Blue Ocean’s and TNL Mediagene’s management teams away from the consummation of the Merger. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Merger from being consummated within the expected timeframe.

The announcement of the Merger could disrupt TNL Mediagene’s relationships with its suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Merger and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Merger on TNL Mediagene’s businesses include the following:

•its employees may experience uncertainty about their future roles, which might adversely affect TNL Mediagene’s ability to retain and hire key personnel and other employees;

•suppliers, business partners and other parties with which TNL Mediagene maintain business relationships may experience uncertainty about their future and seek alternative relationships with third parties, seek to alter their business relationships with TNL Mediagene or fail to extend an existing relationship with TNL Mediagene; and

•TNL Mediagene has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Merger.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the combined company’s results of operations and cash available to fund its business.

Subsequent to consummation of the Merger, TNL Mediagene may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on TNL Mediagene’s financial condition, results of operations and TNL Mediagene’s share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to TNL Mediagene has identified all material issues or risks associated with TNL Mediagene or the industry in which they compete.

Furthermore, Blue Ocean cannot assure you that factors outside of TNL Mediagene’s and Blue Ocean’s control will not later arise. As a result of these factors, TNL Mediagene may be exposed to liabilities and incur additional costs and expenses and TNL Mediagene may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in TNL Mediagene’s reporting losses. Even if Blue Ocean’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Blue Ocean’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the combined company’s financial condition and results of operations and could contribute to negative market perceptions about our securities or the combined company. Additionally, Blue Ocean has no indemnification rights under the Merger Agreement.

Accordingly, any shareholders or warrant holders of Blue Ocean who choose to remain TNL Mediagene shareholders or warrant holders following the Merger could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Blue Ocean’s directors or officers of a duty

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of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Merger contained an actionable material misstatement or material omission.

Investors may not have the same benefits as an investor in an underwritten public offering.

Blue Ocean is already a publicly traded company. Therefore, the Merger and the transactions described in this proxy statement/prospectus are not an underwritten initial public offering of Blue Ocean’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Merger, investors will not receive the benefits of the due diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Blue Ocean’s investors must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of Blue Ocean’s business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Merger, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of our securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of our securities or helping to stabilize, maintain or affect the public price of our securities following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with our securities that will be outstanding immediately following the Closing. In addition, since we will become public through a merger, securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our ordinary shares. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf. All of these differences from an underwritten public offering of our securities could result in a more volatile price for our securities.

Further, since there will be no traditional “roadshow,” there can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the securities or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for the securities.

In addition, the Sponsor, certain members of Blue Ocean’s board of directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the Merger that are different from or are in addition to those of holders of our securities following completion of the Merger, and that would not be present in an underwritten public offering of our securities. Such interests may have influenced Blue Ocean’s board of directors

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in making their recommendation that Blue Ocean shareholders vote in favor of the approval of the Merger and the other proposals described in this proxy statement/prospectus. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if we became a publicly listed company through an underwritten initial public offering instead of upon completion of the Merger.

The SEC has recently issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination.

On January 24, 2024, the SEC issued final rules (the “SPAC Rules”) relating to, among other things, (i) disclosures in business combination transactions between SPACs such as us and private operating companies, (ii) the condensed financial statement requirements applicable to transactions involving shell companies, and (iii) the use of projections by SPACs in SEC filings in connection with proposed business combination transactions. The SPAC Rules will become effective on July 1, 2024. In connection with the issuance of the SPAC Rules, the SEC also issued guidance (the “SPAC Guidance”) regarding the potential liability of certain participants in proposed business combination transactions and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”) based on certain facts and circumstances such as duration, asset composition, sources of income, business purpose and activities of the SPAC and its management team in furtherance of such goals.

Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rules, or pursuant to the SEC’s views expressed in the SPAC Guidance, may increase the costs and time required to consummate a business combination and may constrain the circumstances under which we could complete a business combination.

If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate and dissolve the Company.

As described above, the SPAC Guidance relates to, among other things, the circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances under the subjective test of Section 3(a)(1)(A) of the Investment Company Act. A specific duration period of a SPAC is not the sole determinant, but one of the long-standing factors to consider in determination of a SPAC’s status under the Investment Company Act. A SPAC could be deemed as an investment company at any stage of its operation. The determination of a SPAC’s status as an investment company includes analysis of a SPAC’s activities, depending upon the facts and circumstances, including but not limited to, the nature of SPAC assets and income, the activities of a SPAC’s officers, directors and employees, the duration of a SPAC, the manner a SPAC holding itself out to investors, and the merging with an investment company.

It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the current views of the SEC. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

In an effort to mitigate the risk that we may be deemed to have been operating as an unregistered investment company under the Investment Company Act, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities held in the Trust Account in November 2023 and to thereafter hold all funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of our Merger or our liquidation. There can be no assurance that this action will foreclose a judicial or regulatory finding, or an allegation, that Blue Ocean is an investment company.

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TNL Mediagene’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what TNL Mediagene’s actual financial position or results of operations would have been had the Merger been completed on the dates indicated or those the combined company will achieve in the future. The unaudited pro forma condensed combined financial information in this proxy statement/prospectus has been prepared based on a number of assumptions including, but not limited to, Blue Ocean being treated as the “acquired” company for financial reporting purposes in the Merger and the number of Blue Ocean Class A Shares that are redeemed in connection with the Merger. Accordingly, such pro forma financial information may not be indicative of the combined company’s future operating or financial performance and TNL Mediagene’s actual financial condition and results of operations may vary materially from TNL Mediagene’s pro forma results of operations and financial position contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Blue Ocean Public Shareholders will not be entitled to appraisal rights in connection with the transactions.

Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Blue Ocean Public Shareholders may be entitled to give notice to Blue Ocean prior to the meeting that they wish to dissent to the Merger and to receive payment of fair market value for his or her Blue Ocean Ordinary Shares if they follow the procedures set out in the Cayman Companies Law, noting that any such dissention rights may be limited pursuant to Section 239 of the Cayman Companies Law which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the Merger are listed on a national securities exchange. It is Blue Ocean’s view that such fair market value would equal the amount which Blue Ocean shareholders would obtain if they exercise their redemption rights as described herein.

The TNL Mediagene Ordinary Shares to be received by Blue Ocean’s shareholders as a result of the Merger will have different rights from Blue Ocean Ordinary Shares.

Following completion of the Merger, Blue Ocean’s shareholders will no longer be shareholders of Blue Ocean but will instead be shareholders of TNL Mediagene. There will be important differences between your current rights as a Blue Ocean shareholder and your rights as a TNL Mediagene shareholder. See “Comparison of Rights of TNL Mediagene Shareholders and Blue Ocean Shareholders” for a discussion of the different rights associated with TNL Mediagene Ordinary Shares.

The Merger is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all.

The consummation of the Merger is subject to customary closing conditions for transactions involving special purpose acquisition companies, any one or more of which may be waived (subject to compliance with applicable law), including, among others:

•there shall not be in force and effect any (i) Law or (ii) Government Order by any Governmental Authority of competent jurisdiction, in either case, enjoining, prohibiting, or making illegal the consummation of the Merger;

•after giving effect to any exercise of the redemption right by the Blue Ocean Public Shareholders, TNL Mediagene shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time;

•Blue Ocean’s shareholder approval and TNL Mediagene shareholder approval shall have been obtained and shall remain in full force and effect;

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•the registrable securities to be issued in connection with the Merger shall have been approved for the listing on the Nasdaq, subject only to official notice of issuance thereof;

•the Registration Statement shall have become effective under the Securities Act and no stop order with respect thereto shall be in effect; and

•the Recapitalization shall have been completed in accordance with the terms of TNL Mediagene’s organizational documents.

See the section titled “Proposal One — The Business Combination Proposal” for additional information.

Blue Ocean has no specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Blue Ocean to complete a business combination with which a substantial majority of Blue Ocean Public Shareholders do not agree.

Blue Ocean may be able to complete the Merger even though a substantial majority of Blue Ocean’s public shareholders do not agree with the transaction and have redeemed their shares. However, each redemption of Blue Ocean’s Public Shares by Blue Ocean’s public shareholders will reduce the amount in Blue Ocean’s Trust Account.

If we are unable to consummate the potential PIPE Investments or otherwise raise funds to meet the Minimum Balance Sheet Cash Condition in the Merger Agreement, we may not be able to consummate the Merger.

The Merger Agreement provides that the obligation of TNL Mediagene to consummate the Merger is conditioned on, among other things, the Minimum Balance Sheet Cash, which will equal (i) the amount of cash available in the Trust Account following the extraordinary general meeting of Blue Ocean that approves the Merger and the Transactions, plus (ii) the amounts actually received by TNL Mediagene from any PIPE Investment prior to or substantially concurrently with the Closing, plus (iii) the aggregate amount of all cash and cash equivalents of the TNL Mediagene Group determined on a consolidated basis in accordance with IFRS as of immediately prior to the Closing that is in excess of $4,600,000, minus (iv) the amount required to satisfy the Blue Ocean Shareholder Redemption Amount; minus (v) the sum of all unpaid and accrued transaction expenses of TNL Mediagene and Blue Ocean, being at least $20,000,000 immediately after the Effective Time (the “Minimum Balance Sheet Cash Condition”). Blue Ocean and TNL Mediagene intend to enter into PIPE investments (the “PIPE Investments”) to provide additional targeted funds of, in the aggregate, $35 million prior to the Closing. Blue Ocean and TNL Mediagene have undertaken an offering process related to the PIPE Investments, which they expect to finalize, if successful, in December 2024, prior to the Closing. As of the date of this proxy statement/prospectus, Blue Ocean and TNL Mediagene have not entered into any definitive agreements with respect to the PIPE Investments or other equity financing arrangements with any investor. While Blue Ocean and TNL Mediagene intend to pursue the PIPE Investments, there can be no assurance that Blue Ocean and TNL Mediagene will complete the PIPE Investments or that any other financing arrangement will be effectuated.

If some or all of the financing options are not effectuated for any reason, Blue Ocean and TNL Mediagene may not be able to obtain additional funds to account for the resulting shortfall on terms favorable to them or at all. Any such shortfall may reduce the amount of funds that we have available for working capital and may, if no PIPE Investment is effectuated prior to the Closing, result in the failure to satisfy the Minimum Balance Sheet Cash Condition in the Merger Agreement. While Blue Ocean expects to satisfy the Minimum Balance Sheet Cash Condition, there can be no assurance that the Minimum Balance Sheet Cash Condition will be satisfied with or without the PIPE Investments or other financing arrangements. If the Minimum Balance Sheet Cash Condition is not met, and such condition is not waived by TNL Mediagene under the terms of the Merger Agreement, the proposed Merger will not be consummated. In the event that the Merger will not be consummated, all Public Shares submitted for redemption in connection with the Merger will be returned to the holders thereof, and we may be forced to liquidate Blue Ocean. As of the date of this proxy statement/prospectus, TNL Mediagene has not indicated any intent to waive the Net Tangible Assets condition. See the section titled “— Blue Ocean may not be able to complete the Merger or any other business combination within the prescribed timeframe, in which case Blue Ocean would cease all operations, except for the purpose of winding up, and Blue Ocean would redeem the Blue Ocean Class A Shares and liquidate” for further information related to the risks of (i) not closing the Merger and (ii) liquidating Blue Ocean.

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The Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or warrants from public shareholders prior to the consummation of the Merger, which may influence the vote on the Merger and reduce the public “float” of our securities.

The Sponsor and Blue Ocean’s directors, officers, advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Merger. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of Blue Ocean’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or Blue Ocean’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of such purchases would be to cause such shares not to be redeemed. The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Merger. Any such purchases of our securities may result in the completion of the Merger that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of Blue Ocean Class A Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and Blue Ocean’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or Blue Ocean’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Blue Ocean Class A Shares) following our mailing of proxy materials in connection with the Merger. To the extent that the Sponsor or Blue Ocean’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Merger but only if such shares have not already been voted at the extraordinary general meeting. The Sponsor and Blue Ocean’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor or Blue Ocean’s officers, directors, advisors or their affiliates enter into any such private purchase, prior to the Extraordinary General Meeting, Blue Ocean will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the Merger will be approved; (4) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (5) the number of securities for which Blue Ocean has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Merger.

Any purchases by the Sponsor or Blue Ocean’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and Blue Ocean’s officers, directors and/or their affiliates will not make purchases of Blue Ocean Class A Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

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If third parties bring claims against Blue Ocean, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share (which was the amount per unit initially held in the Trust Account following the Blue Ocean IPO).

Blue Ocean’s placing of funds in the Trust Account may not protect those funds from third-party claims against Blue Ocean. Although Blue Ocean has sought and will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with Blue Ocean waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary duty or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Blue Ocean’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Blue Ocean’s management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to Blue Ocean than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of Blue Ocean’s Public Shares, if Blue Ocean have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with Blue Ocean’s business combination, Blue Ocean will be required to provide for payment of claims of creditors that were not waived that may be brought against Blue Ocean within the 10 years following redemption. Accordingly, the per-share redemption amount received by Blue Ocean Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to Blue Ocean if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which Blue Ocean has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Blue Ocean has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Blue Ocean. The Sponsor may not have sufficient funds available to satisfy those obligations. Blue Ocean has not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for Blue Ocean’s business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, Blue Ocean may not be able to complete Blue Ocean’s business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of Blue Ocean’s directors or officers will indemnify Blue Ocean for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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If, after Blue Ocean distributes the proceeds in the Trust Account to its public shareholders, Blue Ocean files an insolvency or bankruptcy petition or an involuntary insolvency or bankruptcy petition is filed against Blue Ocean that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Blue Ocean and Blue Ocean’s board of directors may be exposed to claims of punitive damages.

If, after Blue Ocean distributes the proceeds in the Trust Account to Blue Ocean Public Shareholders, Blue Ocean files an insolvency or bankruptcy petition or an involuntary insolvency or bankruptcy petition is filed against Blue Ocean that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a liquidator could seek to recover some or all amounts received by Blue Ocean Public Shareholders. In addition, Blue Ocean’s board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing it and Blue Ocean to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Blue Ocean cannot assure you that claims will not be brought against Blue Ocean for these reasons.

If, before distributing the proceeds in the Trust Account to our public shareholders, Blue Ocean files an insolvency or bankruptcy petition or an involuntary insolvency or bankruptcy petition is filed against Blue Ocean that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by Blue Ocean Public Shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Blue Ocean Public Shareholders, Blue Ocean files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against Blue Ocean that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in Blue Ocean’s liquidation estate and subject to the claims of third parties with priority over the claims of Blue Ocean Public Shareholders. To the extent any liquidation claims deplete the Trust Account, the per share amount that would otherwise be received by Blue Ocean Public Shareholders in connection with Blue Ocean’s liquidation may be reduced.

Blue Ocean Public Shareholders may be held liable for claims by third parties against Blue Ocean to the extent of distributions received by them upon redemption of their Public Shares.

If Blue Ocean is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Blue Ocean was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Blue Ocean Public Shareholders. Furthermore, Blue Ocean’s directors may be viewed as having breached their fiduciary duties to Blue Ocean or Blue Ocean’s creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Blue Ocean cannot assure you that claims will not be brought against Blue Ocean for these reasons.

Blue Ocean’s public shareholders will experience immediate dilution as a consequence of the issuance of TNL Mediagene Ordinary Shares as consideration in the Merger and due to future issuances pursuant to our equity incentive plans. Having a minority share position may reduce the influence that Blue Ocean’s current shareholders have on the management of the combined company.

It is anticipated that, immediately following the Merger, on a fully-diluted basis (assuming that the principal balance of the 2023 Sponsor Convertible Note is settled by cash instead of warrants), (1) Blue Ocean’s public shareholders (excluding the Public Warrants) are expected to own approximately 3.23% (assuming the no redemptions scenario) and 0.0% (assuming the maximum redemption scenario) of the outstanding TNL Mediagene Ordinary Shares, (2) the TNL Mediagene shareholders are expected to collectively own approximately 54.99% (assuming the no redemptions scenario) or 56.83% (assuming the maximum redemption scenario) of the outstanding TNL Mediagene Ordinary Shares, and (3) Blue Ocean’s initial shareholders are expected to own approximately 25.11% (assuming the no redemptions scenario) or 25.95% (assuming the maximum redemption scenario) of the outstanding TNL Mediagene Ordinary Shares. These percentages are based on a fully-diluted basis of (i) assuming that TNL Mediagene issues 24,604,219shares of TNL Mediagene Ordinary Shares to former shareholders of TNL Mediagene as of immediately prior to the Closing, (ii) including the impact of the holders of the DaEX Conversion

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Rights and the 2024 TNL Mediagene Convertible Notes electing to redeem their conversion rights to receive 61,222 TNL Mediagene Ordinary Shares and 122,547 TNL Mediagene Ordinary Shares, respectively, (iii) including the impact of the full issuance of 6,523,082 TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options, (iv) including the impact of the full issuance of 4,743,750 Earn-Out Shares deferred under the Sponsor Lock-up and Support Agreement, (v) assuming the full exercise of the Blue Ocean Private Placement Warrants to convert 9,555,000 TNL Mediagene Ordinary Shares, and (vi) assuming the full exercise of the Public Warrants to convert 9,487,500 TNL Mediagene Ordinary Shares. If the actual facts are different from these assumptions, the percentage ownership retained by Blue Ocean’s existing public shareholders in the combined company will be different.

In addition, TNL Mediagene employees and consultants hold, and after the Merger, are expected to be granted, equity awards under our equity incentive plans. You will experience additional dilution when those equity awards become vested and settled or exercisable, as applicable, for TNL Mediagene Ordinary Shares.

The issuance of additional TNL Mediagene Ordinary Shares will significantly dilute the equity interests of existing holders of Blue Ocean securities and may adversely affect prevailing market prices for our Public Shares or Public Warrants.

Upon completion of the Merger, the Sponsor will beneficially own a significant equity interest in TNL Mediagene and may take actions that conflict with the interests of Blue Ocean’s public shareholders. The interests of the Sponsor may not align with the interests of Blue Ocean’s public shareholders in the future. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with TNL Mediagene. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to TNL Mediagene’s business and, as a result, those acquisition opportunities may not be available to the combined company. In addition, the Sponsor may have an interest in TNL Mediagene pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to the combined company and its shareholders.

Outstanding Blue Ocean Warrants will be assumed by TNL Mediagene and converted into corresponding TNL Mediagene Warrants exercisable for TNL Mediagene Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to TNL Mediagene’s shareholders.

Outstanding Public Warrants will be assumed by TNL Mediagene and converted into corresponding warrants to purchase TNL Mediagene Ordinary Shares pursuant to the terms of the Amended and Restated Warrant Agreement. These warrants will become exercisable at any time commencing on the date that is 30 days after the completion of the Merger. The exercise price of these warrants will be $11.50 per share, subject to certain adjustments. To the extent such warrants are exercised, additional TNL Mediagene Ordinary Shares will be issued, which will result in dilution to the holders of TNL Mediagene Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of TNL Mediagene Ordinary Shares. However, there is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless. See the section titled “— Even if the Merger is consummated, the Public Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.”

The exercise price of the Blue Ocean Warrants is subject to potential adjustment in the event Blue Ocean issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a business combination at a price of less than $9.20 per share.

The Warrant Agreement governing the Blue Ocean Warrants provides that if (x) Blue Ocean issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with its business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by Blue Ocean’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Merger on the date

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of the consummation of the Merger (net of redemptions), and (z) the volume weighted average trading price of Blue Ocean’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate the Merger (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price in the Blue Ocean Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Whether or not this provision would result in anti-dilution adjustments to the Blue Ocean Warrants cannot be determined until after the consummation of the Merger. However, in the event that this provision was expected to be triggered, it could: (i) lead to an increase in the number of redemptions of Blue Ocean Class A Shares and (ii) make it more difficult to consummate the Merger.

If Blue Ocean Public Shareholders fail to properly demand redemption rights, they will not be entitled to redeem their Blue Ocean Class A Shares for a pro rata portion of the Trust Account.

Blue Ocean Public Shareholders may demand that Blue Ocean redeem their Blue Ocean Class A Shares for a pro rata portion of the Trust Account in connection with the completion of the Merger. In order to exercise their redemption rights, Blue Ocean Public Shareholders must deliver their Blue Ocean Class A Shares (either physically or electronically) to Blue Ocean’s transfer agent at least two (2) business days prior to the vote on the Merger at the extraordinary general meeting. Any Blue Ocean public shareholder who fails to properly demand redemption rights will not be entitled to redeem his, her, or its shares for a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Blue Ocean — Redemption Rights” for the procedures to be followed if you wish to redeem your Blue Ocean Ordinary Shares for cash.

Blue Ocean Public Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Blue Ocean Public Shareholders may therefore be forced to redeem or sell their Blue Ocean Class A Shares or Public Warrants in order to liquidate their investment, potentially at a loss.

Blue Ocean’s shareholders will be entitled to receive funds from the Trust Account only: (i) in the event of the redemption of our Public Shares if we do not consummate an initial business combination within the completion window, (ii) in connection with a shareholder vote to amend the Blue Ocean Articles that would affect the substance or timing of our obligation to provide holders of our Blue Ocean Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or any amendment is made with respect to any other provision of the Blue Ocean Articles relating to the rights of holders of our Public Shares, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. In addition, if Blue Ocean plans to redeem the Blue Ocean Class A Shares because Blue Ocean is unable to complete a business combination by the Extended Date, for any reason, compliance with Cayman Islands law may require that Blue Ocean submit a plan of dissolution to Blue Ocean’s then-existing shareholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Blue Ocean’s shareholders may be forced to wait beyond the Extended Date, before they receive funds from the Trust Account. Accordingly, in order for Blue Ocean’s shareholders to liquidate their investment, they may be forced to sell their Blue Ocean Class A Shares or Public Warrants, potentially at a loss. See the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Blue Ocean — Redemption Rights.”

Even if the Merger is consummated, the Public Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

The Public Warrants were issued in registered form under a Warrant Agreement, dated December 2, 2021, by and between Continental Stock Transfer & Trust Company, as warrant agent, and Blue Ocean. The Warrant Agreement provides (and the terms of the Amended and Restated Warrant Agreement will provide) that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any other change that affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

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Blue Ocean may redeem the unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

Blue Ocean has the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of Blue Ocean Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which Blue Ocean sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants as described above could force you to: (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants; or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, Blue Ocean expects would be substantially less than the market value of your Public Warrants. Blue Ocean’s Class A Shares have never traded above $18.00 per share.

In addition, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganization, recapitalizations and the like). In such case, the holders will be able to exercise their Public Warrants prior to the redemption for a number of Blue Ocean Ordinary Shares determined based on the redemption date and the fair market value of Blue Ocean Ordinary Shares.

Blue Ocean has no obligation to notify holders of the Public Warrants that they have become eligible for redemption. However, pursuant to the Warrant Agreement, in the event Blue Ocean decides to redeem the Public Warrants, Blue Ocean is required to mail notice of such redemption to the registered warrant holders not less than 30 days prior to the redemption date. The Public Warrants may be exercised any time after notice of redemption is given and prior to the redemption date. None of the Blue Ocean Private Placement Warrants will be redeemable by Blue Ocean so long as they are held by the Sponsor or its permitted transferees; provided the Blue Ocean Private Placement Warrants may be redeemed in accordance with the Warrant Agreement (and must be redeemed if the Public Warrants are being redeemed) if the Reference Value equals or exceeds $10.00 per share and does not equal or exceed $18.00 per share.

If Blue Ocean’s due diligence investigation of TNL Mediagene was inadequate, then Blue Ocean Public Shareholders (as shareholders of TNL Mediagene following the Merger) could lose some or all of their investment.

Even though Blue Ocean conducted a due diligence investigation of TNL Mediagene, Blue Ocean cannot be sure that this diligence uncovered all material issues that may be present with respect to its business (whether as related to TNL or Mediagene separately before their combination or as a combined company thereafter), or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of their respective control will not later arise that could adversely affect their respective businesses, financial condition or results of operations.

A shareholder-approved amendment to the Blue Ocean Articles removed the limitation that Blue Ocean may not redeem Public Shares in an amount that would cause Blue Ocean’s net tangible assets to be less than $5,000,001 contained therein. The parties to the Merger Agreement may waive the closing condition that requires TNL Mediagene to have at least $5,000,001 of net tangible assets immediately after the Effective Time upon the Closing. Accordingly, the Merger may be consummated even if the TNL Mediagene Ordinary Shares would be a “penny stock” upon the Closing.

On August 29, 2023, Blue Ocean held the Extension Meeting. At the Extension Meeting, among other things, Blue Ocean Public Shareholders approved an amendment to the Blue Ocean Articles to remove the limitation that Blue Ocean may not redeem Public Shares in an amount that would cause Blue Ocean’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”). The purpose of the Redemption Limitation was to ensure that

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Blue Ocean would not be subject to the “penny stock” rules of the SEC as long as it adhered to the Redemption Limitation, and therefore not be deemed a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). However, because the NTA Rule is one of several exclusions from the “penny stock” rules of the SEC, Blue Ocean recommended that shareholders remove the Redemption Limitation from the Blue Ocean Articles, because Blue Ocean could rely on another exclusion which relates to Blue Ocean being listed on Nasdaq (Rule 3a51-1(a)(2)) (the “Exchange Rule”). For so long as the Public Shares remain listed on Nasdaq, the Public Shares would not be deemed to be a “penny stock” under the Exchange Rule. Another exclusion from the “penny stock” rule that TNL Mediagene could potentially rely on after the Closing is the requirement that the TNL Mediagene Ordinary Shares have a price of $5.00 or more (the “$5.00 Price Rule”). However, we cannot assure you that the TNL Mediagene Ordinary Shares will be listed on Nasdaq at the Closing or that the TNL Mediagene Ordinary Shares would comply with the $5.00 Price Rule.

If TNL Mediagene has less than $5,000,001 of net tangible assets immediately after the Effective Time, such that it does not meet the NTA Rule, if the TNL Mediagene Ordinary Shares are not listed on Nasdaq or another national securities exchange, either due to the TNL Mediagene Ordinary Shares not being approved for listing or due to a subsequent delisting of the TNL Mediagene Ordinary Shares, such that it does not satisfy the Exchange Rule, if the trading price of the TNL Mediagene Ordinary Shares is less than $5.00, such that it does not meet the $5.00 Price Rule, and if no other exclusion from the “penny stock” rules apply, then we expect that the TNL Mediagene Ordinary Shares would be a “penny stock” upon Closing. If the parties waive the closing condition in the Merger Agreement relating to TNL Mediagene’s net tangible assets and consummate the Merger at a time when the TNL Mediagene Ordinary Shares are a “penny stock”, such event will require brokers trading in TNL Mediagene Ordinary Shares to adhere to more stringent rules. For example, brokers trading in TNL Mediagene Ordinary Shares would be required to deliver a standardized risk disclosure document, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. If the TNL Mediagene Ordinary Shares is a “penny stock”, these disclosure requirements may have the effect of reducing the trading activity in the secondary market for the TNL Mediagene Ordinary Shares. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for TNL Mediagene Ordinary Shares. If the TNL Mediagene Ordinary Shares are subject to the penny stock rules, the holders of such TNL Mediagene Ordinary Shares may find it more difficult to sell their shares.

Because the market price of TNL Mediagene Ordinary Shares will fluctuate, TNL Mediagene shareholders cannot be sure of the value of the merger consideration they will receive.

The market value of TNL Mediagene securities at the effective time of the Merger may vary significantly from their respective values on the date the Merger Agreement was executed or at other dates. Because the exchange ratio with respect to the TNL Mediagene Ordinary Shares to be issued in the Merger is fixed and will not be adjusted to reflect any changes in the market value of shares of Blue Ocean Class A Shares, the market value of the TNL Mediagene Ordinary Shares issued in connection with the Merger may be higher or lower than the values of those shares on earlier dates, and may be higher or lower than the value used to determine the exchange ratio. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of Blue Ocean, regulatory considerations, and general business, market, industry or economic conditions. Many of these factors are outside of the control of Blue Ocean.

The market price of TNL Mediagene Ordinary Shares after the Merger may be affected by factors different from those currently affecting the price of shares of Blue Ocean.

Upon completion of the Merger, Blue Ocean shareholders will become holders of TNL Mediagene Ordinary Shares. Prior to the Merger, Blue Ocean has had limited operations. Upon completion of the Merger, TNL Mediagene’s results of operations will depend upon the performance of TNL Mediagene, which is affected by factors that are different from those currently affecting the results of operations of Blue Ocean.

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If the Merger’s benefits do not meet the expectations of financial analysts, the market price of TNL Mediagene Ordinary Shares may decline.

The market price of the TNL Mediagene Ordinary Shares may decline as a result of the Merger if the combined company does not achieve the perceived benefits of the Merger as rapidly, or to the extent anticipated by, financial analysts or the effect of the Merger on the combined company’s financial results is not consistent with the expectations of financial analysts. Accordingly, holders of Blue Ocean securities may experience a loss as a result of a decline in the market price of TNL Mediagene Ordinary Shares. In addition, a decline in the market price of TNL Mediagene Ordinary Shares could adversely affect TNL Mediagene’s ability to issue additional securities and to obtain additional financing in the future.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Termination of the Merger Agreement could negatively impact Blue Ocean.

If the Merger is not completed for any reason, including as a result of Blue Ocean shareholders declining to approve the proposals required to effect the Merger, the ongoing businesses of Blue Ocean may be adversely impacted and, without realizing any of the anticipated benefits of completing the Merger, Blue Ocean would be subject to a number of risks, including the following:

•Blue Ocean may experience negative reactions from the financial markets, including negative impacts on its share price (including to the extent that the current market price reflects a market assumption that the Merger will be completed);

•Blue Ocean will have incurred substantial expenses and will be required to pay certain costs relating to the Merger, whether or not the Merger is completed; and

•since the Merger Agreement restricts the conduct of Blue Ocean’s businesses prior to completion of the Merger, Blue Ocean may not have been able to take certain actions during the pendency of the Merger that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger” of this proxy statement/prospectus for a description of the restrictive covenants applicable to Blue Ocean).

If the Merger Agreement is terminated and Blue Ocean’s board of directors seeks another business combination target, Blue Ocean shareholders cannot be certain that Blue Ocean will be able to find another acquisition target that would constitute a business combination or that such other business combination will be completed. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger.”

TNL Mediagene will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees and other business participants may have an adverse effect on TNL Mediagene and consequently on Blue Ocean. These uncertainties may impair TNL Mediagene’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause others that deal with TNL Mediagene to seek to change existing business relationships with TNL Mediagene. Retention of certain employees may be challenging during the pendency of the Merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty or a desire not to remain with the business, the combined company’s business following the Merger could be negatively impacted. In addition, the Merger Agreement restricts TNL Mediagene from making certain expenditures and taking other specified actions without the consent of Blue Ocean until the Merger occurs. These restrictions may prevent TNL Mediagene from pursuing attractive business opportunities that may arise prior to the completion of the Merger. See the section titled “Proposal One — The Business Combination Proposal.”

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The Merger will result in changes to Blue Ocean’s board of directors that may affect the strategy of Blue Ocean.

If the parties complete the Merger, the composition of the TNL Mediagene’s board of directors will change from Blue Ocean’s current board of directors. The TNL Mediagene’s board of directors will consist of seven members. This new composition of the TNL Mediagene Board may affect the business strategy and operating decisions of the combined company upon the completion of the Merger.

Neither Blue Ocean nor its shareholders will have the protection of any indemnification, escrow, purchase price adjustment or other provisions that allow for a post-closing adjustment to be made to the merger consideration in the event that any of the representations and warranties made by TNL Mediagene in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties contained in the Merger Agreement will not survive the completion of the Merger, and only the covenants and agreements that by their terms survive such time will do so. As a result, Blue Ocean and its shareholders will not have the protection of any indemnification, escrow, purchase price adjustment or other provisions that allow for a post-closing adjustment to be made to the merger consideration if any representation or warranty made by TNL Mediagene in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, our financial condition or results of operations could be adversely affected.

The Merger may not qualify as a reorganization under Section 368(a) of the Code, in which case U.S. Holders of Blue Ocean Ordinary Shares and Public Warrants would generally recognize gain or loss for U.S. federal income tax purposes.

The parties intend for U.S. federal income tax purposes the Merger also qualifies as a tax-deferred reorganization within the meaning of Section 368(a) of the Code (a “Reorganization”) to the extent the applicable requirements are satisfied. There are significant factual and legal uncertainties as to whether the Merger will qualify as a Reorganization, including that the assets of Blue Ocean are only investment-type assets and that it cannot be determined until following the closing of the Merger whether TNL Mediagene will continue a significant line of Blue Ocean’s historic business or use a significant portion of Blue Ocean’s historic business assets. Under Section 368(a) of the Code, a transaction must satisfy certain requirements, including, among others, that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Merger, its corporate parent) continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a corporation with only investment-type assets, such as Blue Ocean, the qualification of the Merger as a Reorganization is not free from doubt and the IRS or a court could take a different position. Moreover, qualification of the Merger as a Reorganization is based on facts which will not be known until the closing of the Merger. As a result, Sidley Austin LLP is unable to opine as to whether the Merger constitutes a Reorganization. The closing of the Merger is not conditioned upon the receipt of an opinion of counsel that the Merger so qualifies for such tax-deferred treatment, and neither Blue Ocean nor TNL Mediagene intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Merger. The IRS may disagree with the description of U.S. federal income tax consequences contained herein, and its determination may be upheld by a court. Accordingly, no assurance can be given that the Merger will qualify for tax-deferred treatment under Section 368(a) of the Code.

If any requirement of Section 368(a) of the Code is not met, then a U.S. Holder will generally recognize gain or loss in an amount equal to the difference between the fair market value of TNL Mediagene Ordinary Shares and TNL Mediagene Warrants received in the Merger, over such U.S. Holder’s aggregate adjusted tax basis in the corresponding Blue Ocean Ordinary Shares and Blue Ocean Warrants surrendered by such U.S. Holder in the Merger.

Additionally, even if the Merger qualifies as a Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates) generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose, under a proposed Treasury Regulation that generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC, exchanging Blue Ocean Warrants for newly issued TNL Mediagene Warrants in the Merger) must recognize gain equal to the excess

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of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Blue Ocean believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. holder of Blue Ocean Ordinary Shares to recognize gain under the PFIC rules on the exchange of Blue Ocean Ordinary Shares for TNL Mediagene Ordinary Shares pursuant to the Merger unless such U.S. Holder has made certain tax elections with respect to such U.S. Holders’ Blue Ocean Ordinary Shares. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchanges Blue Ocean Warrants for newly issued TNL Mediagene Warrants; under current law, however, the elections mentioned above do not apply to Blue Ocean Warrants. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Blue Ocean. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Merger, see “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of the Merger to U.S. Holders — Application of the PFIC Rules to the Merger.”

U.S. Holders of Blue Ocean Ordinary Shares and Blue Ocean Warrants should consult their tax advisors to determine the tax consequences if the Merger does not qualify as a reorganization withing the meaning of Section 368(a) of the Code and the application of the PFIC rule to their specific situations in connection with the Merger. For a more detailed description of the U.S. federal income tax consequences associated with the Merger, see “Material U.S. Federal Income Tax Considerations.”

Risks Related to the Redemption Rights

The ability of Blue Ocean Public Shareholders to exercise redemption rights with respect to a large number of Blue Ocean Ordinary Shares could increase the probability that the Merger would be unsuccessful and that you would have to wait for liquidation in order to redeem Blue Ocean Ordinary Shares.

If the Merger is not consummated, Blue Ocean Public Shareholders will not be entitled to receive a pro rata portion of the Trust Account until the earliest of (i) the completion of an alternative business combination, and then only in connection with those Public Shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of Public Shares properly tendered in connection with a vote by Blue Ocean to make certain amendments to the Blue Ocean Articles, and (iii) the redemption of Public Shares upon liquidation of the Trust Account if Blue Ocean has not consummated a business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders). If you are in need of immediate liquidity, you could attempt to sell your Blue Ocean Ordinary Shares in the open market; however, at such time Blue Ocean Ordinary Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Blue Ocean’s redemption until Blue Ocean liquidates or you are able to sell your Blue Ocean Ordinary Shares in the open market.

Blue Ocean Public Shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares.

A Blue Ocean Public Shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, if you hold more than 15% of the Public Shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. Blue Ocean cannot assure you that the value of such excess shares will appreciate over time following the Merger or that the market price of Blue Ocean Ordinary Shares will exceed the per-share redemption price.

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We cannot be certain as to the number of Public Shares that will be redeemed and the potential impact to Blue Ocean Public Shareholders who do not elect to redeem their Public Shares. There is no guarantee that a Blue Ocean Public Shareholder’s decision to redeem his, her or its Public Shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a Blue Ocean Public Shareholder may be able to sell his, her or its TNL Mediagene Ordinary Shares in the future following the completion of the Merger or his, her or its Public Shares with respect to any alternative business combination. Certain events following the consummation of any initial business combination, including the Transactions and redemption of Public Shares, may cause an increase or decrease in the share price and may result in a lower value realized now than a Blue Ocean Public Shareholder might realize in the future had the shareholder not redeemed his, her or its shares. Similarly, if a Blue Ocean Public Shareholder does not redeem his, her or its Public Shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell his, her or its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

On May 29, 2024, the most recent practicable date prior to the date of this proxy statement/prospectus, the closing price per Public Share on Nasdaq was $11.14. Blue Ocean Public Shareholders should be aware that, while we are unable to predict the price per share of TNL Mediagene Ordinary Share (as converted from Blue Ocean Class A Shares in accordance with the terms of the Merger Agreement) following the consummation of the Merger (and accordingly, the potential impact of redemptions on the per share value of Public Shares owned by non-redeeming Blue Ocean Public Shareholders), we expect that more Blue Ocean Public Shareholders may elect to redeem their Public Shares if the price of the Public Share is below the projected redemption price of [$10.20] per share, and that more Blue Ocean Public Shareholders may elect not to redeem their Public Shares if the price of the Public Share is above the projected redemption price of $[    ] per share. Each Public Share that is redeemed will represent both (i) a reduction, equal to the amount of the redemption price, of the cash that will be available to TNL Mediagene from the Trust Account and (ii) a corresponding increase in each Blue Ocean Public Shareholder’s pro rata ownership interest in TNL Mediagene following the Closing. Based on an estimated per share redemption price of approximately $11.22 per share, which was calculated based on $20,665,032 in the Trust Account after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, a hypothetical 1% increase or decrease in the number of Public Shares redeemed would result in a decrease or increase, respectively, of $206,667 of cash available in the Trust Account. In addition, if a Blue Ocean Public Shareholder does not redeem his, her or its Public Shares, but other Blue Ocean Public Shareholders do elect to redeem, the non-redeeming Blue Ocean Public Shareholders would own shares with different book value per share and different net loss per share depending on the level of redemption. See “Unaudited Pro Forma Condensed Combined Financial Information” for the per share pro forma book value and net loss of TNL Mediagene Ordinary Shares at Closing.

Finally, if a Blue Ocean Public Shareholder exercises his, her or its redemption rights, such exercise will not result in the loss of any warrants that such Blue Ocean Public Shareholder may hold. Even if Blue Ocean Public Shareholders holding 1,841,950 Public Shares exercise their redemption rights, which is the maximum number of Public Shares that could be redeemed by Blue Ocean Public Shareholders (after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension), 9,487,500 TNL Mediagene Ordinary Shares underlying the Public Warrants will remain outstanding. Accordingly, if a substantial number of, but not all, Blue Ocean Public Shareholders exercise their redemption rights, any non-redeeming Blue Ocean Public Shareholders would experience dilution to the extent such Public Warrants are exercised and additional TNL Mediagene Ordinary Shares are issued.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding TNL Mediagene’s, Blue Ocean’s or the combined company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, TNL Mediagene’s or Blue Ocean’s expectations concerning the outlook for their or the combined company’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company as set forth in the sections of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Blue Ocean’s Board of Directors’ Reasons for the Merger.” Forward-looking statements also include statements regarding the expected benefits of the proposed Merger between TNL Mediagene and Blue Ocean.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

•TNL Mediagene derives a significant portion of its revenue from its relationships with the businesses to whom it provides digital media content and related advertising technology and data analytics services, including advertising and consumer data-related services, marketing services and other services;

•the market for digital advertising for brands is continuously and rapidly evolving. If this market develops more slowly or differently than TNL Mediagene expects, or it fails to respond successfully to changes in the market, TNL Mediagene’s business, growth prospects and financial condition could be adversely affected;

•changes to TNL Mediagene’s existing content and services could fail to attract users and advertisers or fail to generate revenue;

•TNL Mediagene may not be able to successfully integrate the TNL and the Mediagene businesses and may continue to incur significant costs to integrate with and support Mediagene. TNL Mediagene also may not realize the anticipated benefits of the merger because of difficulties related to the integration, the achievement of such synergies, and other challenges faced by TNL Mediagene;

•the loss of key personnel, or TNL Mediagene’s failure to attract and retain other highly qualified personnel in the future, could harm its business;

•failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing practices could adversely affect TNL Mediagene’s business;

•the use of AI tools in TNL Mediagene’s business may cause brand or reputational harm, competitive harm, or legal liability;

•TNL Mediagene’s business relies on certain trademarks, copyrights and other intellectual property rights that are licensed from third-party licensors. TNL Mediagene does not control these rights and any loss of its rights to the third-party licensors could materially adversely affect TNL Mediagene’s business;

•use of third-party content creators and social media influencers may materially and adversely affect TNL Mediagene’s reputation;

•TNL Mediagene depends on AWS for the vast majority of its compute, storage, data transfer and other services. Any disruption of, degradation in or interference with TNL Mediagene’s use of AWS could negatively affect its operations and harm its business, revenue and financial results;

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•TNL Mediagene’s business is subject to complex and evolving laws and regulations of the jurisdictions in which it operates, primarily Japan and Taiwan. These laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to TNL Mediagene’s business practices, monetary penalties, temporary or permanent restraining orders and injunctions, increased cost of operations or declines in user growth and engagement with TNL Mediagene’s brands and content, or otherwise harm its business;

•Blue Ocean may not be able to complete the Merger or any other business combination within the prescribed timeframe, in which case Blue Ocean would cease all operations, except for the purpose of winding up, and Blue Ocean would redeem the Blue Ocean Class A Shares and liquidate;

•Blue Ocean and TNL Mediagene will incur significant transaction and transition costs in connection with the Merger;

•the announcement of the proposed Merger could disrupt TNL Mediagene’s relationships with its suppliers, business partners and others, as well as its operating results and business generally;

•the Merger is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all; and

•the other matters described in the section titled “Risk Factors” beginning on page 21 may adversely affect TNL Mediagene’s operations or otherwise harm its business.

In addition, the Merger is subject to the satisfaction of the closing conditions set forth in the Merger Agreement and the absence of events that could give rise to the termination of the Merger Agreement, including, but not limited to, the possibility that the Merger does not close, and risks that the proposed Merger disrupts current plans and operations and business relationships, or poses difficulties in attracting or retaining employees for TNL Mediagene.

TNL Mediagene and Blue Ocean caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither TNL Mediagene nor Blue Ocean undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that TNL Mediagene or Blue Ocean will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Merger, in Blue Ocean’s public filings with the SEC or, upon and following the consummation of the Merger, in TNL Mediagene’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information” on page 249.

Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding market size, are based on the good faith estimates of TNL Mediagene’s management, which in turn are based upon TNL Mediagene’s management’s review of internal surveys, independent industry surveys and publications, including reports by Google Analytics, Semrush Holdings Inc., Statista GmbH, the U.S. Census Bureau and Pew Research Center and other third-party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While TNL Mediagene is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

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EXTRAORDINARY GENERAL MEETING OF BLUE OCEAN SHAREHOLDERS

General

Blue Ocean is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of Blue Ocean shareholders and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

Date, Time and Place of Extraordinary General Meeting of Blue Ocean Public Shareholders

The extraordinary general meeting will be held on , 2024, at   , time, at .

Purpose of the Blue Ocean Extraordinary General Meeting

At the extraordinary general meeting, Blue Ocean is asking its shareholders:

•Proposal One — The Business Combination Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve, ratify and authorize the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, and the transactions contemplated therein, including the Merger;

•Proposal Two — The Merger Proposal — to consider and vote upon, as a special resolution, a proposal to approve and authorize the Merger and the Plan of Merger, substantially in the form attached to this proxy statement/prospectus as Annex C; and

•Proposal Three — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote.

Recommendation of Blue Ocean’s Board of Directors

Blue Ocean’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of Blue Ocean and its shareholders and recommended that Blue Ocean shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Record Date; Persons Entitled to Vote

Blue Ocean shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Blue Ocean Ordinary Shares at the close of business on, which is the record date for the extraordinary general meeting. Shareholders will have one vote for each Blue Ocean Ordinary Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were Blue Ocean Ordinary Shares outstanding, of which were Public Shares.

Quorum

A quorum is the minimum number of Blue Ocean Ordinary Shares that must be present to hold a valid meeting. Holders of one-third of Blue Ocean Ordinary Shares on the record date issued and outstanding and entitled to vote at the Blue Ocean extraordinary general meeting, present in person or represented by proxy, constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or nominee) or if you vote online. Abstentions will count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the extraordinary general meeting. As of the record date, [•] Blue Ocean Ordinary Shares would be required to achieve a quorum.

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Vote Required

Voting on all resolutions at the extraordinary general meeting will be conducted by way of a poll vote. The Blue Ocean Class A Shares and Blue Ocean Class B Shares are entitled to vote together as a single class on all matters to be considered at the extraordinary general meeting. The proposals to be presented at the extraordinary general meeting will require the following votes:

•Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding a majority of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

•Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding at least two-thirds of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

•Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding a majority of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

Brokers are not entitled to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. Abstentions and broker nonvotes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Voting Your Shares — Shareholders of Record

If you are a holder of record of Blue Ocean Ordinary Shares, there are two ways to vote your Blue Ocean Ordinary Shares at the extraordinary general meeting:

By Mail.You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope so that it is received by Blue Ocean no later than 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of Blue Ocean’s board of directors. Proxy cards received after the time specified above will not be counted.

In Person.You may attend the extraordinary general meeting and vote in person. See “Questions and Answers about the Merger and the Extraordinary General Meeting — When and where will the extraordinary general meeting take place?” for more information.

Voting Your Shares — Beneficial Owners

If you hold your Blue Ocean Ordinary Shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the Blue Ocean Ordinary Shares you beneficially own are properly counted. If you hold your Blue Ocean Ordinary Shares in “street name” and you wish to attend the extraordinary general meeting and vote in person, you must obtain a legal proxy from the shareholder of record. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy.

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Revoking Your Proxy

If you are a holder of record of Blue Ocean Ordinary Shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•you may send another signed proxy card to Blue Ocean so that it is received no later than 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

•you may notify Blue Ocean’s board of directors in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

•you may attend the extraordinary general meeting and vote in person, although your attendance alone will not revoke any proxy that you have previously given.

If you hold your Blue Ocean Ordinary Shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or nominee.

Who Can Answer Your Questions About Voting Your Shares

If you are a Blue Ocean shareholder and have any questions about how to vote or direct a vote in respect of your Blue Ocean Ordinary Shares, you may contact Morrow Sodali LLC, Blue Ocean’s proxy solicitor, at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: BOCN.info@investor.morrowsodali.com

Redemption Rights

Blue Ocean Public Shareholders may redeem their Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any Blue Ocean Public Shareholder may request that Blue Ocean redeem such Public Shares for a pro rata portion of the funds deposited in the Trust Account (which, for illustrative purposes, was $[ ] per share as of [], 2024, the extraordinary general meeting record date), calculated as of two business days prior to the consummation of the Merger in accordance with the Blue Ocean Articles. If a Blue Ocean Public Shareholder properly seeks redemption as described in this section and the Merger is consummated, Blue Ocean will redeem their Public Shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Merger.

Notwithstanding the foregoing, a Blue Ocean Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Blue Ocean Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

Holders of Founder Shares will not have redemption rights with respect to such shares.

If you are a Blue Ocean Public Shareholder and wish to exercise your redemption rights, you must:

•if you hold Public Shares through Blue Ocean Units, elect to separate your Blue Ocean Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

•submit a written request to Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, in which you (i) request that Blue Ocean redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

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•either tender your share certificates (if any) to Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, or deliver your Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) System.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above on or prior to 5:00 p.m., Eastern time, on , 2024, two business days prior to the extraordinary general meeting, in order for their Public Shares to be redeemed. If you hold the shares in “street name,” you will have to coordinate with your broker, bank or nominee to have the Public Shares you beneficially own certificated and delivered electronically.

Holders of Blue Ocean Units must elect to separate the Blue Ocean Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Merger is not consummated this may result in an additional cost to shareholders for the return of their shares.

Blue Ocean’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal at the extraordinary general meeting. Furthermore, if a Blue Ocean Public Shareholder delivered his, her or its share certificate to the transfer agent and subsequently decides prior to the applicable date not to elect to exercise redemption rights, he, she or it may simply request that the transfer agent return his, her or its share certificates (physically or electronically). Such a request must be made by contacting Continental Stock Transfer & Trust Company, Blue Ocean’s transfer agent, at the phone number or address set out above.

If the Merger is not completed for any reason, then Blue Ocean Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a pro rata portion of the funds deposited in the Trust Account. In such case, Blue Ocean rest will promptly return any share certificates or Public Shares tendered for redemption by Blue Ocean Public Shareholders.

The closing price of Blue Ocean Class A Shares on , the extraordinary general meeting record date, was $  . The cash held in the Trust Account on such date was approximately $  ($per Public Share). Prior to exercising redemption rights, shareholders should verify the market price of Blue Ocean Class A Shares as they may receive higher proceeds from the sale of their Blue Ocean Class A Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Blue Ocean cannot assure its shareholders that they will be able to sell their Blue Ocean Class A Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a Blue Ocean Public Shareholder exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its Blue Ocean Class A Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if, prior to the deadline for submitting redemption requests, you properly request redemption by following the procedure described above, and the Merger is consummated.

If a Blue Ocean Public Shareholder exercises his, her or its redemption rights, it will not result in the loss of any Public Warrants that he, she or it may hold and, upon consummation of the Merger, each Blue Ocean Warrant will become exercisable to purchase one TNL Mediagene Ordinary Share in lieu of one Blue Ocean Class A Share for a purchase price of $11.50 per share, subject to adjustment.

Any Blue Ocean Public Shareholder who elects to exercise Dissent Rights (see “Extraordinary General Meeting of Blue Ocean Shareholders — Appraisal Rights under the Cayman Companies Law.”) will lose their right to have their Public Shares redeemed in accordance with the Blue Ocean Articles.

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For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Considerations.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you should consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

If Blue Ocean Public Shareholders fail to take any action with respect to the extraordinary general meeting and fail to redeem their Public Shares following the procedure described in this proxy statement/prospectus and the Merger is approved by the Blue Ocean shareholders and consummated, such Blue Ocean Public Shareholders will become shareholders of TNL Mediagene.

The following table presents the anticipated share ownership of various holders of TNL Mediagene Ordinary Shares after the completion of the Merger and giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, based on the assumption that no additional equity securities of TNL Mediagene will be issued at or prior to Closing, except for those issued in the case that holders of the DaEX Conversion Rights and the 2024 TNL Mediagene Convertible Notes elect to redeem their conversion rights to receive TNL Mediagene Ordinary Shares and that there are no Dissenting Blue Ocean Shareholders, under the following redemption scenarios:

•Assuming No Redemptions:    This scenario assumes that no Blue Ocean Public Shareholder exercises redemption rights with respect to their Public Shares. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 25% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 460,488 Public Shares will exercise their redemption rights for approximately $5.2 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 50% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 920,975 Public Shares will exercise their redemption rights for approximately $10.3 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming 75% of Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 1,381,463 Public Shares will exercise their redemption rights for approximately $15.5 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension. Without additional fund raising, the Minimum Balance Sheet Cash Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

•Assuming Maximum Redemptions:    This scenario assumes that Blue Ocean Public Shareholders holding 1,841,950 Public Shares will exercise their redemption rights for approximately $20.7 million of the $20.7 million of funds in the Trust Account as of the date of this proxy statement/prospectus and after giving effect to the redemption of 4,315,265 Blue Ocean Class A Shares in connection with the Second Blue Ocean Extension, which is the maximum number of Public Shares that could be redeemed by Blue Ocean Public Shareholders. Without additional fund raising, the Minimum Balance Sheet Cash

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Condition may not be satisfied under this scenario and the Merger may not be consummated unless the Minimum Balance Sheet Cash Condition is waived by TNL Mediagene under the terms of the Merger Agreement.

	Assuming No Redemptions		Assuming 25% Redemptions		Assuming 50% Redemptions		Assuming 75% Redemptions		Assuming Maximum Redemptions
	Shares	%	Shares	%	Shares	%	Shares	%	Shares	%
TNL Mediagene shareholders(1)	24,604,219	78.42	24,604,219	79.59	24,604,219	80.79	24,604,219	82.04	24,604,219	83.31
DaEX Conversion Right Holders	61,222	0.20	61,222	0.20	61,222	0.20	61,222	0.20	61,222	0.21
2024 TNL Mediagene Convertible Notes holders	122,547	0.39	122,547	0.40	122,547	0.40	122,547	0.41	122,547	0.42
Blue Ocean Public Shareholders	1,841,950	5.87	1,381,463	4.47	920,975	3.02	460,488	1.54	—	—
Total shares outstanding at Closing	26,629,938	84.88	26,169,451	84.65	25,708,963	84.42	25,248,476	84.18	24,787,988	83.94
Blue Ocean initial shareholders(2)	4,743,750	15.12	4,743,750	15.35	4,743,750	15.58	4,743,750	15.82	4,743,750	16.06
Total shares outstanding at Closing and deferred shares	31,373,688	100.00	30,913,201	100.00	30,452,713	100.00	29,992,226	100.00	29,531,738	100.00

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(1)Assumes that, immediately prior to the Effective Time, 218,816,761 TNL Mediagene Ordinary Shares outstanding will be automatically converted into 24,604,219 TNL Mediagene Ordinary Shares by the Split Factor, which is 0.112442111.

(2)The holders of 4,743,750 Blue Ocean Class B Shares agreed in the Sponsor Lock-up and Support Agreement to defer receiving 4,743,750 TNL Mediagene Ordinary Shares issuable as part of the agreed merger consideration under the Merger Agreement until certain specified dates after the Closing Date. Consequently, no TNL Mediagene Ordinary Shares will be issued to such shareholders in exchange for the 4,743,750 Blue Ocean Class B Shares on the Closing Date. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Merger — Sponsor Lock-Up and Support Agreement.”

However, if the actual facts are different from the assumptions laid out above, the anticipated share ownership of various holders of TNL Mediagene Ordinary Shares after the completion of the Merger will be different. TNL Mediagene shareholders would experience dilution to the extent TNL Mediagene issues additional shares after Closing, including to any PIPE Investors. In addition, the table above excludes certain potential sources of dilution, namely, TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options under the 2015 Plan and TNL Mediagene Ordinary Shares underlying the Public Warrants and the Blue Ocean Private Placement Warrants.

In an effort to illustrate the extent of such dilution, the following table includes the issuance of (i) TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options; (ii) TNL Mediagene Ordinary Shares underlying the Public Warrants; and (iii) TNL Mediagene Ordinary Shares underlying the Blue Ocean Private Placement Warrants, but assumes that the principal balance of the 2023 Sponsor Convertible Note is settled by cash under the following redemption scenarios:

Potential sources of dilution:

	Assuming No Redemptions		Assuming 25% of Maximum Redemptions		Assuming 50% of Maximum Redemptions		Assuming 75% of Maximum Redemptions		Assuming Maximum Redemptions
	Shares	%	Shares	%	Shares	%	Shares	%	Shares	%
TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options	6,523,082	11.46	6,523,082	11.55	6,523,082	11.64	6,523,082	11.74	6,523,082	11.84
TNL Mediagene Ordinary Shares underlying the Public Warrants	9,487,500	16.66	9,487,500	16.80	9,487,500	16.94	9,487,500	17.08	9,487,500	17.22
TNL Mediagene Ordinary Shares underlying the Blue Ocean Private Placement Warrants(1)	9,555,000	16.78	9,555,000	16.92	9,555,000	17.06	9,555,000	17.20	9,555,000	17.34
Total dilution	25,565,582	44.90	25,565,582	45.27	25,565,582	45.64	25,565,582	46.02	25,565,582	46.40
Total fully diluted TNL Mediagene Ordinary Shares outstanding	56,939,270	100.00	56,478,783	100.00	56,018,295	100.00	55,557,808	100.00	55,097,320	100.00

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(1)The Blue Ocean Private Placement Warrants consist of 9,225,000 warrants outstanding as of December 31, 2023, less 750,000 warrants which will be forfeited at the Closing Date in accordance with the Sponsor Lock-Up and Support Agreement, plus an additional 1,080,000 warrants assuming the holders of the 2023 Sponsor Convertible Note elect to convert them into warrants on the Closing Date.

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This information should be read together with the pro forma combined financial information in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Appraisal Rights under the Cayman Companies Law

Holders of record of Blue Ocean Ordinary Shares may have appraisal rights in connection with the Merger under the Cayman Companies Law. In this proxy statement/prospectus, these appraisal or dissent rights are sometimes referred to as “Dissent Rights.”

Holders of record of Blue Ocean Ordinary Shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Blue Ocean Ordinary Shares must give written objection to the Merger to Blue Ocean prior to the shareholder vote to approve the Merger and follow the procedures set out in Section 238 of the Cayman Companies Law. These statutory appraisal rights are separate to and mutually exclusive of the right of Blue Ocean Public Shareholder to demand that their Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Blue Ocean Articles. It is possible that if a Blue Ocean shareholder exercises appraisal rights, the fair value of the Blue Ocean Ordinary Shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than such holder would obtain if they exercised their redemption rights as described herein. Blue Ocean believes that such fair value would equal the amount that Blue Ocean shareholders would obtain if they exercise their redemption rights as described herein.

Blue Ocean shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise appraisal rights under the Cayman Companies Law. A Blue Ocean shareholder which elects to exercise appraisal rights must do so in respect of all of the Blue Ocean Ordinary Shares that person holds and will lose their right to exercise their redemption rights as described herein.

At the Effective Time, the Dissenting Blue Ocean Shares will automatically be cancelled by virtue of the Merger, and each Dissenting Blue Ocean Shareholder will thereafter cease to have any rights with respect to such shares, except the right to be paid the fair value of such shares and such other rights as are granted by the Cayman Companies Law. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Companies Law (including in the circumstances described in the immediately following paragraph) or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Companies Law, then the right of such holder to be paid the fair value of such holder’s Dissenting Blue Ocean Shares under Section 238 of the Cayman Companies Law will cease, the shares will no longer be considered Dissenting Blue Ocean Shares and such holder’s former Blue Ocean Ordinary Shares will thereupon be deemed to have been converted as of the Effective Time into the right to receive the merger consideration comprising one TNL Mediagene Ordinary Share for each Blue Ocean Ordinary Share, without any interest thereon. As a result, such Blue Ocean shareholder would not receive any cash for their Blue Ocean Ordinary Shares and would become a shareholder of TNL Mediagene.

In the event that any Blue Ocean shareholder delivers notice of their intention to exercise Dissent Rights, Blue Ocean, TNL Mediagene and Merger Sub may, in their sole discretion, elect to delay the consummation of the Merger in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law. Section 239 of the Cayman Companies Law states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. In circumstances where the limitation under Section 239 of the Cayman Companies Law is invoked, no Dissent Rights would be available to Blue Ocean shareholders, including those Blue Ocean shareholders who previously delivered a written objection to the Merger prior to the extraordinary general meeting and followed the procedures set out in Section 238 of the Cayman Companies Law in full up to such date, and such holder’s former Blue Ocean Ordinary Shares will thereupon be deemed to have been converted as of the Effective Time into the right to receive the merger consideration comprising one TNL Mediagene Ordinary Share for each Blue Ocean Ordinary Share, without any interest thereon. Accordingly, Blue Ocean shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their Blue Ocean Ordinary Shares and the certainty provided by the redemption process may be preferable for Blue Ocean Public Shareholders wishing to exchange their Public Shares for cash.

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Proxy Solicitation Costs

Blue Ocean is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone. Blue Ocean and its directors, officers and agents may also solicit proxies online. Blue Ocean will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Blue Ocean will bear the cost of the solicitation.

Blue Ocean has hired Morrow Sodali LLC to assist in the proxy solicitation process. Blue Ocean will pay to Morrow Sodali LLC a fee of $[], plus disbursements.

Blue Ocean will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Blue Ocean will reimburse them for their reasonable expenses.

Other Matters

As of the date of this proxy statement/prospectus, Blue Ocean’s board of directors does not know of any business to be presented at the extraordinary general meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the extraordinary general meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

Interests of Certain Persons in the Merger

In considering the recommendation of Blue Ocean’s board of directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Blue Ocean’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Blue Ocean shareholders generally. If Blue Ocean does not complete the Merger with TNL Mediagene or another business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean must redeem 100% of the outstanding Public Shares and liquidate and dissolve. As a result, and given the Sponsor’s interests in the Merger, the Sponsor may be incentivized to complete a business combination with a less favorable combination partner or on terms less favorable to Blue Ocean Public Shareholders rather than fail to complete a business combination and be forced to liquidate and dissolve Blue Ocean. In particular:

•If the Merger with TNL Mediagene or another business combination is not consummated by December7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Blue Ocean Ordinary Shares for cash and, subject to the approval of its remaining shareholders and Blue Ocean’s board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and its affiliates, which were acquired for an aggregate purchase price of $25,000 prior to the Blue Ocean IPO, are expected to be worthless because the holders are not entitled to participate in any redemption or distribution of proceeds in the Trust Account with respect to such shares. On the other hand, if the Merger is consummated, each outstanding Blue Ocean Ordinary Share will be converted into one TNL Mediagene Ordinary Share subject to adjustment described herein.

•If Blue Ocean is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Blue Ocean for services rendered to, or contracted for or products sold to Blue Ocean. If Blue Ocean consummates a business combination, on the other hand, TNL Mediagene will be liable for all such claims.

•The Sponsor acquired the Founder Shares, which will be converted into TNL Mediagene Ordinary Shares in connection with the Merger, for an aggregate purchase price of $25,000 prior to the Blue Ocean IPO. Based on the average of the high (US$11.14) and low (US$11.14) prices for Blue Ocean Class A Shares on Nasdaq on May29, 2024 and pursuant to the Sponsor Lock-Up and Support Agreement, dated June6, 2023, the value of the Founder Shares outstanding upon the Closing would be $52,845,375. In connection with the closing of the Merger, the Founder Shares will be converted, on

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a one-for-one basis, for the rights to receive TNL Mediagene Ordinary Shares to be issued in exchange for the Founder Shares at the times and subject to the conditions in the Sponsor Lock-Up and Support Agreement as further described herein. See the section in this proxy statement/prospectus entitled “Agreements Entered Into In Connection With the Merger — Sponsor Lock-Up and Support Agreement” for more information.

•The Sponsor and Apollo acquired the Blue Ocean Private Placement Warrants, which will be converted into TNL Mediagene Warrants in connection with the Merger, for an aggregate purchase price of approximately $9.2 million in the Blue Ocean IPO. Based on the US$0.03 price of the Public Warrants on Nasdaq on May29, 2024, the value of the Blue Ocean Private Placement Warrants outstanding upon the Closing would be $286,650.

•As a result of the prices at which the Sponsor and Apollo acquired the Founder Shares and the Blue Ocean Private Placement Warrants, and their current value, the Sponsor could make a substantial profit after the completion of the Merger even if Blue Ocean Public Shareholders lose money on their investments as a result of a decrease in the post-combination value of their Public Shares.

•The Sponsor and Blue Ocean’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Blue Ocean’s behalf, such as identifying, investigating, negotiating and completing an initial business combination. However, if Blue Ocean fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Blue Ocean may not be able to reimburse these expenses if the Merger or another business combination is not completed by December7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders). As of the date of this proxy statement/prospectus, the Sponsor and Blue Ocean’s officers and directors and their affiliates had incurred no unpaid reimbursable expenses.

•If Blue Ocean is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on the completion of a business combination is $9,580,000 comprised of (a) $25,000 representing the aggregate purchase price paid for the Founder Shares and (b) $9,555,000 representing the aggregate purchase price paid for the Blue Ocean Private Placement Warrants.

•Blue Ocean has provisions in the Blue Ocean Articles waiving the corporate opportunities doctrine on an ongoing basis, which means that Blue Ocean’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to Blue Ocean.

•The Merger Agreement provides for the continued indemnification of Blue Ocean’s current directors and officers and the continuation of directors and officers liability insurance covering Blue Ocean’s current directors and officers.

•Blue Ocean’s Sponsor, officers and directors or their affiliates may make loans from time to time to Blue Ocean to fund certain capital requirements. On June20, 2023, Blue Ocean issued the 2023 Sponsor Convertible Note, which was amended on May30, 2024 to extend its maturity date from June7, 2024 to December7, 2024, that provides for borrowings from time to time of up to an aggregate of $1,500,000 to be drawn by Blue Ocean to finance costs incurred in connection with the Merger and for working capital purposes and/or to finance the monthly deposits in the Trust Account. On April5, 2024, Blue Ocean issued the 2024 Sponsor Promissory Note which provides for borrowings from time to time of up to an aggregate of $750,000 to be drawn down by Blue Ocean to finance costs and expenses incurred in connection with the Merger. Additional loans may be made after the date of this proxy statement/prospectus. If the Merger is not consummated, any outstanding loans will not be repaid and will be forgiven except to the extent there are funds available to Blue Ocean outside of the Trust Account.

•TNL Mediagene agreed to loan Blue Ocean up to an aggregate principal amount of up to $400,000 in the form of the TNL Mediagene Working Capital Note on August3, 2023. The TNL Mediagene Working Capital Note is a non-interest bearing, unsecured promissory note that will not be repaid in the event the Agreement and Plan of Merger is terminated prior to the consummation of the Merger. The TNL Mediagene Working Capital Note is to be paid on the date Blue Ocean consummates the Merger.

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•Blue Ocean entered into an agreement, commencing December2, 2021 to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, administrative and support services and has been accruing that obligation.

•Certain of Blue Ocean’s executive officers are expected to become executive officers of the combined company and will enter into indemnification agreements with the combined company.

•Certain of TNL Mediagene’s directors and executive officers are expected to become directors and/or executive officers of the combined company and will enter into indemnification agreements with the combined company.

•TNL Mediagene and its existing shareholders will have the ability to nominate a majority of the members of the board of directors of the combined company. For more details, see “Comparison of Rights of TNL Mediagene Shareholders and Blue Ocean Shareholders — Comparison of Shareholders’ Rights — Nomination Rights.”

•Certain of TNL Mediagene’s directors and executive officers beneficially own TNL Mediagene Ordinary Shares and/or hold options to purchase TNL Mediagene Ordinary Shares. See “Beneficial Ownership of Securities” and “Management Following the Merger — Share-based Compensation” for more details.

Purchases of Blue Ocean Ordinary Shares

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Blue Ocean or its securities, the Sponsor, Blue Ocean’s officers and directors, TNL Mediagene, TNL Mediagene shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Blue Ocean Ordinary Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Merger where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in the value of their shares, including the granting of put options and, with TNL Mediagene’s consent, the transfer to such investors or holders of shares owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on Blue Ocean Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus by the Sponsor, Blue Ocean officers and directors, TNL Mediagene, TNL Mediagene shareholders or any of their respective affiliates. Blue Ocean will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL

The following is a discussion of the proposed Merger and the Merger Agreement. This is a summary only and may not contain all of the information that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2. Blue Ocean shareholders are urged to read this entire proxy statement/prospectus carefully, including the Merger Agreement, for a more complete understanding of the Merger.

General

Transaction Structure

Pursuant to the Merger Agreement, Merger Sub will merge with and into Blue Ocean, with Blue Ocean surviving the Merger as a wholly owned subsidiary of TNL Mediagene. As a result of the Merger and other Transactions, TNL Mediagene will continue as the parent/public company.

Pre-Merger Transactions

On the terms and subject to the conditions set forth in the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”):

1.TNL Mediagene will effect the Recapitalization, including, adopting the TNL Mediagene A&R Articles and effecting a reverse share split of TNL Mediagene Pre-Split Ordinary Shares into a number of TNL Mediagene Ordinary Shares calculated in accordance with the terms of the Merger Agreement such that the equity value per TNL Mediagene Ordinary Share on a fully diluted basis will be $10.00 per share, based on a valuation of TNL Mediagene of approximately $275 million;

2.each Blue Ocean Class B Share, other than any Blue Ocean Class B Shares forfeited in accordance with the Sponsor Lock-Up and Support Agreement, issued and outstanding immediately prior to the Effective Time will be automatically converted into one Blue Ocean Class A Share; and

3.each Blue Ocean Class A Share and one-half of a Public Warrant comprising each issued and outstanding Blue Ocean Unit immediately prior to the Effective Time will be automatically separated.

The Merger

On the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, Merger Sub will merge with and into Blue Ocean. Following the Effective Time, the separate existence of Merger Sub will cease and Blue Ocean will continue as the surviving entity of the Merger and will succeed to and assume all the rights and obligations of Merger Sub. The Closing will occur as promptly as practicable, but in no event later than two business days, after the satisfaction or, if permissible, waiver of the conditions to the completion of the Merger set forth in the Merger Agreement.

At the Effective Time:

•each Blue Ocean Class A Share issued and outstanding as of immediately prior to the Effective Time (other than shares in respect of which the holder thereof has validly exercised his, her or its shareholder redemption right in connection with the Transactions and any shares held in the treasury of Blue Ocean) will be converted automatically into the right to receive one TNL Mediagene Ordinary Share and will no longer be outstanding; and

•each issued and outstanding Blue Ocean Warrant, other than the Forfeited Warrants forfeited pursuant to the Sponsor Lock-Up and Support Agreement, will automatically and irrevocably be assumed by TNL Mediagene, pursuant to the terms of the Amended and Restated Warrant Agreement to be entered into at the Closing between Blue Ocean, TNL Mediagene and the warrant agent, and will, by their terms, automatically entitle the holders thereof to purchase TNL Mediagene Ordinary Shares.

For additional information, see “The Merger Agreement and Ancillary Documents” and “Agreements Entered into in Connection with the Merger.”

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Pro Forma Capitalization

It is anticipated that, immediately following the Merger, on a fully-diluted basis, (1) Blue Ocean’s public shareholders (excluding the Public Warrants) are expected to own approximately 3.23% (assuming the no redemptions scenario) and 0.0% (assuming the maximum redemption scenario) of the outstanding TNL Mediagene Ordinary Shares, (2) the TNL Mediagene shareholders are expected to collectively own approximately 54.99% (assuming the no redemptions scenario) or 56.83% (assuming the maximum redemption scenario) of the outstanding TNL Mediagene Ordinary Shares, and (3) Blue Ocean’s initial shareholders are expected to own approximately 25.11% (assuming the no redemptions scenario) or 25.95% (assuming the maximum redemption scenario) of the outstanding TNL Mediagene Ordinary Shares. These percentages are based on a fully-diluted basis of (i) assuming that TNL Mediagene issues 24,604,219shares of TNL Mediagene Ordinary Shares to former shareholders of TNL Mediagene as of immediately prior to the Closing, (ii) including the impact of the holders of the DaEX Conversion Rights and the 2024 TNL Mediagene Convertible Notes electing to redeem their conversion rights to receive 61,222 TNL Mediagene Ordinary Shares and 122,547 TNL Mediagene Ordinary Shares, respectively, (iii) including the impact of the full issuance of 6,523,082 TNL Mediagene Ordinary Shares underlying TNL Mediagene’s granted stock options, (iv) including the impact of the full issuance of 4,743,750 Earn-Out Shares deferred under the Sponsor Lock-up and Support Agreement, (v) assuming the full exercise of the Blue Ocean Private Placement Warrants to convert 9,555,000 TNL Mediagene Ordinary Shares, (vi) assuming the full exercise of the Public Warrants to convert 9,487,500 TNL Mediagene Ordinary Shares and (vii) assuming that the principal balance of the 2023 Sponsor Convertible Note is settled by cash instead of warrants. If the actual facts are different from these assumptions, the percentage ownership retained by Blue Ocean’s existing public shareholders in the combined company will be different.

Background of the Merger

Blue Ocean is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Merger was the result of a search for a potential transaction utilizing the broad sourcing platform and investing and operating experience of Blue Ocean’s management team, the Sponsor and the board of directors of Blue Ocean. The terms of the Merger were the result of arm’s-length negotiations between Blue Ocean’s management team, the Sponsor, TNL Mediagene’s management team and representatives of TNL Mediagene and Blue Ocean. The following is a brief description of the background of such negotiations, the Merger and related transactions. It is not, and does not purport to be, a complete catalogue of every interaction between the applicable parties.

On December 7, 2021, Blue Ocean consummated its initial public offering. Prior to the consummation of the Blue Ocean IPO, neither Blue Ocean nor anyone acting on its behalf contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Blue Ocean. After completion of the Blue Ocean IPO, Blue Ocean commenced an active search for prospective business combination targets and considered numerous potential target businesses with the objective of consummating its initial business combination. Representatives of Blue Ocean contacted, and were contacted by, numerous individuals and entities who presented potential business combination opportunities.

In evaluating potential businesses and assets to acquire, Blue Ocean and the Sponsor surveyed the landscape of potential acquisition opportunities based on their global experience in sourcing transactions, understanding and conducting due diligence on new breakthrough technologies and leadership teams. Leveraging Blue Ocean’s management team’s long track record of investing in and adding significant operational and strategic value to companies in Asia and Southeast Asia, Blue Ocean had a particular focus on prospective business combination targets in these geographies. In general, Blue Ocean looked for acquisition targets with well defined businesses, which are capable of significant and sustained growth, rely on a disruptive and highly defensible strategy and have a combination of some or all of the following attributes:

1.Valuation:    Blue Ocean initially targeted companies whose enterprise value is between $750 million and $2.0 billion and as market conditions developed expanded its search to companies whose enterprise value is greater than $200 million;

2.High growth sectors:    Blue Ocean sought companies within the consumer Internet sector and adjacent industry segments, including, but not limited to, online marketplaces, education technology, advertising technology and direct-to-consumer e-Commerce businesses;

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3.Differentiation and scale:    Blue Ocean sought to invest in a platform business with a clearly differentiated market strategy and a clear vision for how it will scale the business and deploy a capital infusion effectively to accelerate growth, maintain or improve margins and outlast competition;

4.Geography:    Blue Ocean sought opportunities globally, with a particular emphasis on large-population, high-growth emerging regions in Asia and the Americas, including the United States and Latin America;

5.Large market opportunities:    Blue Ocean sought opportunities that have traction and the potential to scale significantly into leaders in their markets, where the addressable size of the market justifies not only the valuation at the time of the initial business combination but also leaves considerable runway for future upside. Blue Ocean prioritized companies that take a “winner takes most” or “first mover advantage” approach;

6.Growth:    Blue Ocean sought companies that are on a sustainable growth trajectory, benefiting from the tailwinds of global Internet adoption;

7.Management excellence:    Blue Ocean looked for teams that are creative, ambitious, visionary and data-driven, with a consistent record of growth, experience overcoming challenges, and strategic vision;

8.Operational maturity:    Blue Ocean sought companies which have the requisite compliance, financial controls and reporting processes in place and are ready for the regulatory requirements of a public entity;

9.Best-in-class technology:    Blue Ocean sought companies with proprietary technology, or skillful deployment of technology and data, and early-to-market deployment;

10.Opportunistic strategy:    The ability to effect business transformation and achieve growth requires an adaptable, market-tested, data-driven decision-making process and an experienced team. Where a target company’s leadership may lack this experience, Blue Ocean’s team, including its board members and advisors, can bring great depth in adaptive leadership;

11.Benefit from being public:    Management and stakeholders who aspire to have their company become a public entity and generate substantial growth.

The foregoing criteria and guidelines (the “Base Criteria”) were not exhaustive. Blue Ocean’s evaluation relating to the merits of any potential business combination was based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, and criteria that the Blue Ocean management team deemed relevant.

During the search process, Blue Ocean conducted an evaluation of potential targets based on the Base Criteria and other relevant considerations, factors, and criteria. Between December 7, 2021, and April 6, 2023 (the date on which Blue Ocean entered into a non-binding letter of intent with the predecessor to TNL Mediagene, The News Lens Co., Ltd. (“TNL”)), Blue Ocean, its Sponsor, its financial advisors, and its affiliates identified more than 100 potential target companies across various industries and made contact with representatives of scores of such potential target companies to discuss the potential for a business combination transaction. Potential targets operated across diverse industries such as media, entertainment, e-commerce, enterprise SaaS, marketplaces, EdTech, FinTech, and climate technology, among others. The potential target companies were narrowed down to 10 potential targets with which Blue Ocean entered into non-disclosure agreements. Based on assessments of the potential target companies with which Blue Ocean entered into non-disclosure agreements, including with respect to their product and market fit, growth potential, and the strength of their management teams, and in consultation with Blue Ocean’s board of directors, Blue Ocean held meetings with 10 potential targets, including TNL Mediagene, to evaluate the business of these potential targets further as well as to determine which potential targets had marketable businesses well-suited for going public and well-situated to enter into a business combination within a reasonable time. Management held regular briefings to update members of its Board of Directors on the search for a merger and negotiations with the stronger prospects.

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Before entering into a non-binding letter of intent with TNL (as described under the subheading “Timeline of the Proposed Merger with TNL Mediagene” below), Blue Ocean’s management team pursued potential business combinations, conducted preliminary due diligence on, had management team meetings with, and negotiated preliminary terms of, potential transactions with, among others, the below potential business combination targets:

•Candidate A:A United States-based digital marketplace company innovating in a large consumer market in the United States. After detailed discussions with the company’s management, Blue Ocean and the company concluded the timing was not right for a business combination.

•Candidate B:A potential combination of two consumer-focused companies, one with legacy roots outside the United States and the other, a United States-based digital participant in the same sector that could accelerate innovation in the sector. After extensive discussions about the possible combination of the two companies as part of a business combination, Blue Ocean and the companies concluded that the timing was not right for a business combination.

•Candidate C:A data-driven South America-based e-commerce focused company operating in a growing consumer goods sector. The business combination would have been intended to support expansion of the business beyond South America, and the parties concluded that the timing was not right to execute on that prospect.

•Candidate D:A micro-mobility company with operations outside of North America that would expand into other markets after a business combination. The parties concluded that a business combination was not the right path for that business to pursue.

Timeline of the Proposed Merger with TNL Mediagene

During its search for an acquisition target, Blue Ocean had considered companies in which some of its investors held equity stakes, including companies in which North Base Media (“NBM”), a founder of the Sponsor whose co-managing partners is the chair of Blue Ocean’s board of directors and whose other partners serve as advisors to Blue Ocean. NBM is a specialty venture-capital investment firm focused on growth-stage media and technology companies in global growth markets. Among the portfolio companies of NBM that Blue Ocean considered in January 2022 was TNL, in which NBM was an early investor and on the board of which Blue Ocean’s chair sits. At that time, Blue Ocean considered TNL to be too small to be a serious prospect for a business combination. As of January 2022, the interest owned by NBM was less than 5% of TNL’s outstanding equity.

Blue Ocean was aware that in 2022 TNL was approached by a SPAC listed in London about a possible business combination, and that TNL was considering stock exchanges in Asia for a possible IPO. In late 2022 Blue Ocean learned that TNL was contemplating a merger with Tokyo-based Mediagene Inc. (“Mediagene”), a kabushiki kaisha incorporated under the laws of Japan, and that the combined company’s revenue and valuation would likely bring it within the range in which Blue Ocean was looking for an acquisition target. From January 11-16, 2023, Blue Ocean’s CEO and CFO traveled to Tokyo to meet with senior management of TNL and Mediagene; they continued discussions with TNL and Mediagene’s management after their return to the United States. They also reported to Blue Ocean’s board of directors on February 9, 2023 about the trip to Tokyo to meet with TNL and Mediagene, as part of a regularly scheduled update for the Board on acquisition targets.

Blue Ocean’s CEO and CFO continued to discuss a possible combination with TNL and Mediagene (once those companies combined) through February, and determined that the combined TNL/Mediagene would be a potential target. After consulting with legal counsel about the possibility of a merger with TNL/Mediagene, and in light of NBM’s small investment in TNL and Mr. Brauchli’s service on TNL’s board, Blue Ocean formed a special committee of its board (the “Special Committee”) composed of independent directors who had no interest in NBM’s investment in TNL for the purpose of considering, evaluation, responding to and/or (if determined to be advisable by such committee) approving (or recommending, as applicable) or rejecting a potential merger with TNL or to take any action with respect thereto. Blue Ocean’s board of directors approved the formation of the special committee by resolution dated as of March 8, 2023, and as of March 13, 2023, the members of the Special Committee were Messrs. Pearlstine, Motley and Glodek, with Mr. Pearlstine serving as chair. The special committee designated Mr. Leggett and Mr. Lasov to represent Blue Ocean in the consideration of the combined TNL and Mediagene as an acquisition target and any negotiations with TNL and Mediagene. Mr. Lasov traveled to Taipei from April 30-May 7 and Tokyo May 8-12, 2023 as part of Blue Ocean’s due diligence review of TNL and Mediagene.

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The Special Committee met March 8, 20 and24, April 14 and28, May 17, 24 and 30 and June 2 and 4 of 2023 with Messrs. Leggett and Lasov to review developments in the negotiation of a potential transaction with the combined TNL and Mediagene, reports on the due diligence review of TNL and Mediagene, and progress in drafting documents related to a potential merger. Mr. Leggett and Mr. Lasov represented Blue Ocean in all negotiations with TNL and Mediagene after March 8, and until June 6, 2023, reporting to the Special Committee.

On April 6, 2023, Blue Ocean and TNL executed a non-binding letter of intent with respect to a potential business combination transaction (the “LOI”), which included preliminary key terms of and conditions to a potential transaction, subject to the completion of due diligence and the negotiation of definitive agreements, and which reflected negotiations between the parties that had occurred since Mr. Leggett’s and Mr. Lasov’s trip to Tokyo in January 2023. The LOI provided for, among other things:

•an exclusivity period through June6, 2023;

•an enterprise valuation of the combined TNL and Mediagene at $250 million to $300 million (less outstanding indebtedness and plus cash held at TNL) based in part on Mediagene having successfully merged into TNL and management’s expectations for the combined businesses;

•customary lockup provisions, including a 180-day lockup for all TNL and Mediagene insiders and management members holding TNL and Mediagene equity interests and Blue Ocean shares lock-up with respect to 50% of Blue Ocean shares for the lesser of one year or if the stock traded at or above $12 for 20 of 30 trading days starting 150 days after the closing;

•50% of Sponsor’s shares subject to vesting based on specific milestones. Sponsor to transfer up to an addition 750,000 warrants at Closing to TNL Mediagene to be distributed among a mutually agreed upon targeted group of key executives and leaders;

•minimum PIPE financing raise of $35 million;

•customary registration rights for certain shareholders of the post-Closing company;

•customary termination rights for a transaction of this type, customary representations/warranties for a transaction of this type (none of which would survive the Closing), and customary interim operating covenants for a transaction of this type; and

•an initial board of the post-Closing company to be comprised of nine directors, one of which would be nominated by the Sponsor.

On April 21, 2023, Blue Ocean engaged Lee and Li (“L&L”) as its legal counsel for Taiwanese matters. Blue Ocean engaged Sidley Austin LLP (“Sidley”) as its primary legal counsel and Maples as its legal counsel for Cayman matters in April 2021, and both advised Blue Ocean through the negotiation and drafting of the business combination agreement with the combined TNL and Mediagene.

Following the execution of the LOI, Blue Ocean, with the assistance of Sidley and L&L, commenced extensive legal due diligence and sent a preliminary legal due diligence request list to TNL on April 21, 2023. From May 3, 2023 to May 19, 2023, Sidley and L&L, based on their respective review of the due diligence documents, sent follow-up legal due diligence requests to TNL.

On April 26, 2023, Blue Ocean entered into a Fairness Opinion Engagement Letter with Newbridge Securities Corporation, pursuant to which Blue Ocean formally engaged Newbridge to render an opinion in accordance with Newbridge’s customary practices to Blue Ocean’s board of directors.

On May 2, 2023, in a teleconference, representatives of Sidley and TNL’s legal counsel, Morrison & Foerster (“M&F”), held a “kick off” call to discuss transaction structure and plans for the preparation of definitive agreements relating to the proposed transaction.

On May 8, 2023, representatives of M&F sent representatives of Sidley a then-current draft of the Share Exchange Agreement by and between TNL and Mediagene, pursuant to which, among other things, TNL would acquire Mediagene and all of its subsidiaries, and which was in substantially final form.

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On May 9, 2023, representatives of TNL and L&L held a telephone conference to discuss Taiwanese legal due diligence matters concerning TNL and Mediagene, which included topics such as general corporate; commercial contracts and government contracts; intercompany transactions; finance; labor and employment; litigation; intellectual property; data privacy and cybersecurity; and regulatory and compliance.

On May 16, 2023, Blue Ocean filed with the SEC a preliminary proxy statement to solicit consents from Blue Ocean shareholders to approve certain charter amendments related to, among other things, the extension of the date by which Blue Ocean has to complete an initial business combination from June 7, 2023 to June 7, 2024 (the “Extension Amendment”). The preliminary proxy extension noted that in the event Blue Ocean entered into a definitive business combination agreement before June 7, 2023, the deadline by which the company’s initial business combination had to be completed would be extended automatically to September 7, 2023.

On May 17, 2023, representatives of M&F sent representatives of Sidley an initial draft of the Merger Agreement. On May 18, 2023, representatives of Blue Ocean, TNL, Sidley, L&L, and M&F held a telephone conference to discuss legal due diligence matters concerning TNL and Mediagene, which included topics such as general corporate; finance; labor and employment; employee benefits and executive compensation; intellectual property; data privacy and cybersecurity; real estate; litigation, regulatory and government contracts; and environmental, health and safety.

On May 20, 2023, Blue Ocean received L&L’s initial due diligence report regarding Taiwanese legal matters and TNL and Mediagene. The report did not indicate any major issues impacting the proposed transaction.

On May 20, 2023, representatives of M&F sent a draft of the Assignment, Assumption and Amended & Restated Warrant Agreement, by and between Blue Ocean and the combined TNL and Mediagene, pursuant to which, among other things, reflects the assumption of the Blue Ocean Warrants by the combined TNL and Mediagene. Between May 20, 2023 and June 4, 2023, representatives of M&F and Sidley continued to exchange drafts to finalize the Assignment, Assumption and Amended & Restated Warrant Agreement.

On May 22, 2023, representatives of Sidley sent a list of material issues raised by M&F’s May 17, 2023 draft of the Merger Agreement to Blue Ocean, which included issues regarding deal structure, the earnout mechanism and vesting, and government approval dissent mechanism, the combined TNL and Mediagene’s approach to representations and warranties, and certain covenants of Blue Ocean and the combined TNL and Mediagene.

On May 23, 2023, representatives of M&F sent representatives of Sidley an initial draft of the form of Registration Rights Agreement, which, among other things, contains customary registration rights for Sponsor and other shareholders of Blue Ocean, TNL and Mediagene. Between May 23, 2023 and June 4, 2023, representatives of M&F and Sidley continued to exchange drafts to finalize the Registration Rights Agreement.

On May 25, 2023, representatives of Sidley and representatives of M&F held a telephone conference to address, among other things, the material issues representatives of Sidley discussed with representatives of Blue Ocean on May 23, 2023 and certain other issues, including with respect to the definition of PIPE financing, the PIPE financing outside date, closing minimum cash balance requirement, and the obligation to complete the merger.

On May 25, 2023, TNL and Mediagene executed the Share Exchange Agreement and merged the two companies. The combined company was initially named TNL and subsequently changed its name to TNL Mediagene on July 3, 2023.

On May 27, 2023, representatives of Sidley sent representatives of M&F a revised draft of the Merger Agreement, addressing, among other things, the material issues representatives of Sidley discussed with representatives of Blue Ocean on May 22, 2023 and with representatives of M&F on May 25, 2023.

On May 27, 2023, representatives of Sidley sent representatives of M&F an initial draft of the Sponsor Lock-Up and Support Agreement, pursuant to which, among other things, certain shareholders agreed not to transfer their Blue Ocean shares for a period of 180 days after the Closing and to vote their Blue Ocean Ordinary Shares in favor of the Blue Ocean Extension Proposal and the adoption of the Merger Agreement and the Transactions, including the Merger, and each other proposal related to the Merger included on the agenda for the meetings of Blue Ocean shareholders relating to the Blue Ocean Extension Proposal and the Merger (as applicable). Between May 27, 2023 and June 5, 2023, representatives of M&F and Sidley continued to exchange drafts to finalize the Sponsor Lock-Up and Support Agreement.

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On May 30, 2023, representatives of M&F sent representatives of Sidley an initial draft of the TNL Mediagene Disclosure Letter. Between May 30, 2023 and June 5, 2023, representatives of M&F and Sidley continued to exchange drafts to finalize the TNL Mediagene Disclosure Letter.

On May 31, 2023, representatives of M&F sent representatives of Sidley a revised draft of the Merger Agreement. That day, representatives of Sidley sent representatives of Blue Ocean a list of material issues raised by M&F’s May 31, 2023 draft of the Merger Agreement to Blue Ocean, which included issues regarding the definition of indebtedness, certain covenants of Blue Ocean and TNL Mediagene, and the PIPE financing.

From June 2, 2023 to June 5, 2023, representatives of Blue Ocean and TNL Mediagene, along with representatives of Sidley and M&F, worked together to resolve the remaining open points on the Merger Agreement and representatives of Sidley and M&F exchanged multiple drafts of the Merger Agreement, addressing, among other things, the material issues that representatives of Sidley discussed with representatives of Blue Ocean on May 31, 2023.

On June 2, 2023, representatives of M&F sent representatives of Sidley an initial draft of the Seventh Amended and Restated Memorandum of Association of TNL, prepared by Walkers, Cayman counsel for TNL, reflecting the integration of TNL and Mediagene. Between June 2, 2023 and June 5, 2023, representatives of M&F and Sidley continued to exchange drafts to finalize the Seventh Amended and Restated Memorandum of Association of TNL.

On June 2, 2023, the Special Committee held a meeting via video conference to discuss anticipated final transaction terms and evaluate the Merger, which was attended by all of the members of the Special Committee. Representatives of Sidley and Maples, and members of Blue Ocean’s management team were in attendance by invitation of the Special Committee. A representative of Sidley gave a presentation to the Special Committee that included a review of the key transaction terms of the Merger, including the Merger Agreement, and a review of the directors’ fiduciary duties. A representative of Maples gave a presentation that included a review of the directors’ fiduciary duties in connection with the consideration of the transaction.

On June 3, 2023, representatives of Sidley sent representatives of M&F an initial draft of the Blue Ocean Disclosure Letter. Between June 3, 2023 and June 6, 2023, representatives of M&F and Sidley continued to exchange drafts to finalize the Blue Ocean Disclosure Letter.

On June 4, 2023, the Special Committee held a meeting via video conference to consider the transaction, and after discussion upon a motion duly made and seconded, the Special Committee resolved to recommend to the board of directors that the Merger Agreement and each of the related agreements and the Merger, be approved.

On June 4, 2023, Blue Ocean’s board of directors held a meeting via video conference to discuss anticipated final transaction terms and evaluate the Merger, which was attended by all of the directors. Representatives of Sidley and Maples, and members of Blue Ocean’s management team were in attendance by invitation of the board of directors of Blue Ocean. A representative of Sidley gave a presentation to Blue Ocean’s board of directors that included a review of the key transaction terms of the Merger, including the Merger Agreement, and a review of the directors’ fiduciary duties. A representative of Maples gave a presentation that included a review of the director’s fiduciary duties in connection with the consideration of the transaction. Following discussion and consideration, Blue Ocean’s board of directors concluded, taking into account the criteria utilized by Blue Ocean to evaluate acquisition opportunities and based upon its evaluation of TNL Mediagene, that the Merger Agreement, the other agreements contemplated thereby, the Merger was advisable and in the best interests of Blue Ocean and its shareholders and that it was advisable for Blue Ocean to enter into the Merger Agreement and consummate the transactions contemplated thereby. Upon a motion duly made and seconded, Blue Ocean’s board of directors resolved that the Merger Agreement and each of the related agreements and the Merger, be approved.

On June 6, 2023, Blue Ocean and TNL Mediagene executed the Merger Agreement and ancillary agreements and documentation related thereto. See “The Merger Agreement and Ancillary Documents” beginning on page 110 of this proxy statement/prospectus for a discussion of the terms of the Merger Agreement. See “Agreements Entered into in Connection with the Merger” beginning on page 122 of this proxy statement/prospectus for additional information about the ancillary agreements and documents entered into or to be entered into in connection with the Merger.

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On June 6, 2023, Blue Ocean filed a Current Report on Form 8-K with the SEC announcing the execution of the Merger Agreement and the Merger and issued a joint press release publicly announcing the transaction, following both Blue Ocean’s and TNL Mediagene’s approval.

On June 20, 2023, Blue Ocean filed a Current Report on Form 8-K with the SEC announcing the issuance of an unsecured convertible promissory note to the Sponsor (the “2023 Sponsor Convertible Note”) which provides for borrowings from time to time of up to an aggregate of $1,500,000 to be drawn by Blue Ocean to finance costs incurred in connection with the Merger and for working capital purposes and/or to finance the monthly deposits in the Trust Account. As of March 31, 2024, a principal amount of $1,410,000 was outstanding under the 2023 Sponsor Convertible Note.

On August 4, 2023, Blue Ocean filed a Current Report on Form 8-K with the SEC announcing the issuance of an unsecured promissory note to TNL Mediagene (the “TNL Mediagene Working Capital Note”) for working capital purposes. $249,906 is outstanding under the TNL Mediagene Working Capital Note as of the date of this proxy statement/prospectus.

On August 1, 2023, Blue Ocean filed with the SEC a preliminary proxy statement to solicit consents from Blue Ocean shareholders to approve certain charter amendments related to, among other things, the extension of the date by which Blue Ocean has to complete an initial business combination from September 7, 2023 to June 7, 2024 (the “Extension Amendment”). On August 29, 2023, Blue Ocean shareholders approved the proposal for the Extension Amendment. Blue Ocean filed a Current Report on Form 8-K with the SEC on September 1, 2023, announcing the approval of and the final results of the shareholder vote approving the Extension Amendment.

On April 11, 2024, Blue Ocean filed a Current Report on Form 8-K with the SEC announcing the issuance of an unsecured promissory note to the Sponsor (the “2024 Sponsor Promissory Note”) which provides for borrowings from time to time of up to an aggregate of $750,000 to be drawn by Blue Ocean to finance costs and expenses related to Blue Ocean’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Blue Ocean and one or more businesses or entities. As of the date of this proxy statement/prospectus, a principal amount of $250,000 was outstanding under the 2024 Sponsor Promissory Note.

On April 26, 2024, Blue Ocean filed with the SEC a preliminary proxy statement to solicit consents from Blue Ocean shareholders to approve certain proposals related to, among other things, the extension of the date by which Blue Ocean has to complete an initial business combination from June 7, 2024 to December 7, 2024. On May 14, 2024, Blue Ocean filed with the SEC the definitive proxy statement. On May 29, 2024, Blue Ocean shareholders approved the proposal for the Second Extension Amendment. Blue Ocean filed a Current Report on Form 8-K with the SEC on May 31, 2024, announcing the approval of and the final results of the shareholder vote approving the Second Extension Amendment.

On May 29, 2024, Blue Ocean and TNL entered into the Amendment to extend the outside date from June 7, 2024 to September 30, 2024 with an automatic extension of the outside date to December 7, 2024 unless either party gives a notice stating otherwise. Blue Ocean filed a Current Report on Form 8-K with the SEC on May 31, 2024, announcing the Amendment.

On May 30, 2024, Blue Ocean and the Sponsor amended and restated the 2023 Sponsor Convertible Note to amend the maturity date to the earlier of (i) December 7, 2024; (ii) the date on which Blue Ocean consummates its initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination or (iii) the date Blue Ocean liquidates the Trust Account upon the failure of Blue Ocean to consummate an initial business combination within the requisite time period. Blue Ocean filed a Current Report on Form 8-K with the SEC on June 3, 2024 announcing the amendment to the 2023 Sponsor Convertible Note.

The parties have continued and expect to continue regular discussions in connection with, and to facilitate the consummation of, the Merger.

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Blue Ocean’s Board of Directors’ Reasons for the Merger

Blue Ocean was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

In evaluating the Merger and reaching its unanimous resolution (i) that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Blue Ocean and its shareholders and (ii) to recommend that the shareholders adopt the Merger Agreement and approve the Merger and the transactions contemplated thereby, Blue Ocean’s board of directors consulted with Blue Ocean’s management and financial, legal and other advisors and considered a number of factors. In particular, Blue Ocean’s board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

•Industry and Trends.TNL Mediagene’s business is based on a portfolio of diverse and trusted media brands and a suite of AI-powered advertising and data analytics solutions that Blue Ocean’s board of directors, following a review of media and advertising industry trends and other industry factors, considered attractive and expects to have continued growth potential in future periods and in the geographies where TNL Mediagene operates;

•Additional Growth Opportunities.The potential to grow TNL Mediagene by identifying opportunities to commercialize new technology and continued development and monetization of TNL Mediagene’s integrated media platform in its core markets;

•Experienced and Proven Management Team.Blue Ocean’s board of directors believes that TNL Mediagene has an experienced management team with diverse experience. Over a 17-month period, the Blue Ocean management team has had the opportunity to engage and evaluate the TNL Mediagene management team. Blue Ocean is confident in TNL Mediagene’s management team’s deep industry knowledge and strategic vision. In addition, the entire senior management of TNL Mediagene is expected to continue with the combined company following the Merger to execute the business and strategic growth plan. The combined company will be led by Joey Chung, as its Chief Executive Officer, who has over 10 years of experience in digital media and Motoko Imada, as President and Chief Operating Officer, who has over 25 years of experience in media;

•Due Diligence.Blue Ocean’s management and external advisors conducted significant due diligence investigations of TNL Mediagene. This included detailed commercial, financial and tax due diligence reviews including market research and meetings and calls with TNL Mediagene’s management regarding TNL Mediagene’s business model, operations and forecasts. As part of its evaluation of TNL Mediagene, Blue Ocean’s board of directors and Blue Ocean management also considered the financial profiles of publicly traded companies in the same and adjacent sectors;

•Lock-Up.The TNL Mediagene management and certain insiders and investors of TNL Mediagene have agreed to a 180-day lock-up period with respect to their TNL Mediagene Ordinary Shares, subject to customary exceptions, which will provide important stability to the combined company for a period of time following the Merger;

•Reasonableness of Merger Consideration.Following a review of the financial data provided to Blue Ocean, including the historical financial statements of TNL Mediagene and Blue Ocean’s due diligence review and financial and valuation analyses of TNL Mediagene, Blue Ocean’s board of directors considered the transaction consideration to be issued to TNL Mediagene’s shareholders and determined that the consideration was reasonable in light of such data and financial information;

•Other Alternatives.After a review of other business combination opportunities reasonably available to Blue Ocean, Blue Ocean’s board of directors believes that the proposed Merger represents the best potential business combination available to Blue Ocean and the most attractive opportunity for Blue Ocean’s shareholders based upon the process utilized to evaluate and assess other potential acquisition targets; and

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•Negotiated Transaction.    The terms and conditions of the Merger Agreement and the related agreements and the transactions contemplated thereby, each party’s representations, warranties and covenants, the conditions to each party’s obligation to consummate the Merger and the termination provisions, were the product of arms-length negotiations, that, in the view of Blue Ocean’s board of directors, reasonable showed a strong commitment by Blue Ocean and TNL Mediagene to complete the Merger. Blue Ocean’s board of directors also considered the financial and other terms of the Merger Agreement and the fact that such terms and conditions are, in their view, reasonable and were the product of arm’s-length negotiations between Blue Ocean and TNL Mediagene.

Although Blue Ocean’s board of directors believes that the Merger with TNL Mediagene presents an attractive business combination opportunity and is in the best interests of Blue Ocean and its shareholders, Blue Ocean’s board of directors did consider certain potentially material negative factors in arriving at that conclusion, including, among others:

•TNL Mediagene Business Risks.    Blue Ocean’s board of directors considered that Blue Ocean’s public shareholders would be subject to the execution risks associated with the combined company if they retained their Public Shares following the Closing, which will be different from the risks related to holding Public Shares of Blue Ocean prior to the Closing. In this regard, Blue Ocean’s board of directors considered that there were risks associated with successful implementation of TNL Mediagene’s long-term business plan and strategy and the combined company realizing the anticipated benefits of the Merger on the timeline expected or at all. Blue Ocean’s board of directors considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Merger and that Blue Ocean’s public shareholders may not fully realize these benefits to the extent that they expected following the completion of the Merger. For additional description of these risks, please see the section entitled “Risk Factors;”

•Macroeconomic Risks.    Macroeconomic uncertainty and the effects it could have on the combined company’s financial condition and results of operation;

•Closing Conditions.    The fact that the completion of the Merger is conditioned on the satisfaction of certain closing conditions that are not within Blue Ocean’s control;

•Shareholder Vote.     The risk that Blue Ocean’s public shareholders may fail to approve the Business Combination Proposal;

•Redemption Risk.    The potential that a significant number of Blue Ocean’s public shareholders elect to redeem their Public Shares prior to the consummation of the Merger pursuant to the Blue Ocean Articles, which would provide less capital to the combined company after Closing;

•Litigation.    The possibility of litigation challenging the Merger or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Merger;

•Listing Risks.    The challenges associated with preparing the combined company and its subsidiaries for the applicable disclosure and listing requirements to which the combined company will be subject as a publicly traded company on Nasdaq;

•Liquidation of Blue Ocean.    The risks and costs to Blue Ocean if the Merger is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Blue Ocean being unable to effect an initial business combination by December7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders); and

•Fees and Expenses.    The fees and expenses associated with completing the Merger.

In addition to considering the factors above, Blue Ocean’s board of directors also considered other factors including, without limitation:

•Interests of Certain Persons.    Some officers and directors of Blue Ocean have interests in the Merger. See the section entitled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger”; and

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•Other Risk Factors.    Various other risk factors associated with TNL Mediagene’s business, as described in the section entitled “Risk Factors.”

Blue Ocean’s board of directors concluded that the potential benefits that it expected Blue Ocean and Blue Ocean’s shareholders to achieve as a result of the Merger outweighed the potentially negative factors and other risks associated with the Merger. Blue Ocean’s board of directors also noted that Blue Ocean shareholders would have a substantial economic interest in the combined company (depending on the level of redemptions by Blue Ocean’s public shareholders). Accordingly, Blue Ocean’s board of directors unanimously determined that the Merger Agreement, the ancillary agreements referenced therein, and the transactions contemplated thereby were advisable to and in the best interests of Blue Ocean and its shareholders.

Certain Unaudited Prospective Financial Information of TNL Mediagene

In January 2023, prior to the merger of TNL and Mediagene, Blue Ocean received financial models of future financial projections of TNL for the years ending December 31, 2023, 2024 and 2025 (the “TNL Projections”) and Mediagene for its fiscal years ending February 29, 2024, February 28, 2025 and February 28, 2026 (the “Mediagene Projections”, and together with the TNL Projections, the “Projections”), prepared by the respective managements of TNL and Mediagene. TNL Mediagene does not, as a matter of general practice, make public projections as to future revenues, earnings, or other results. However, in connection with Blue Ocean’s consideration of the Merger and Newbridge’s financial analysis of TNL Mediagene described under “— Opinion of Newbridge,” the managements of TNL and Mediagene in January 2023 provided the Projections to Blue Ocean and Newbridge.

The Projections were not prepared with a view towards compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants or IFRS for preparation and presentation of prospective financial information. The Projections are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience, macro market conditions and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the Projections in making a decision regarding the Merger, as the Projections may be materially different than actual results.

The Projections reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors in existence at the time of preparation, all of which are difficult to predict and many of which are beyond TNL Mediagene’s or Blue Ocean’s control, such as the risks and uncertainties contained in the section titled “Risk Factors” beginning on page 21 of this proxy statement/prospectus. The Projections should be read in conjunction with the historical audited consolidated financial statements of TNL Mediagene included elsewhere in this proxy statement/prospectus.

The Projections for revenue and costs are forward-looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond TNL Mediagene’s or Blue Ocean’s control. In particular, the exchange rates assumed to prepare the Projections were based on the prevalent exchange rates at the time of preparation of the respective Projections and may be materially different from the current or future exchange rates, especially the exchange rate of Japanese yen to U.S. Dollars used in the Projections. While all projections are necessarily speculative, the Projections were prepared prior to the merger of TNL and Mediagene as the TNL Projections and the Mediagene Projections were based on estimates and assumptions of the respective TNL and Mediagene management teams with respect to the expected future financial performance of TNL and Mediagene as separate businesses at the time the respective Projections were prepared and speak only as of that time.

The Projections were a component of Blue Ocean’s overall evaluation of TNL Mediagene and are included in this proxy statement/prospectus because they were provided to Blue Ocean’s board of directors for its evaluation of the Merger. TNL Mediagene has not warranted the accuracy, reliability, appropriateness or completeness of the Projections to anyone, including Blue Ocean. Neither TNL Mediagene’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of TNL Mediagene compared to the information contained in the Projections, and, except to the extent required by law, none of them intends to or undertakes any obligation to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the Projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. TNL Mediagene will not refer back to the Projections in future periodic reports filed under the Exchange Act following the Merger.

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The prospective financial information included in this document has been prepared by, and is the responsibility of, the respective TNL and Mediagene management teams. PricewaterhouseCoopers, Taiwan has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers, Taiwan does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers, Taiwan report included in this proxy statement/prospectus relates to historical financial information of TNL Mediagene. It does not extend to the prospective financial information and should not be read to do so.

Considering the lapse of time since the time when the Projections were prepared in January 2023 and that the audited consolidated financial statements of TNL Mediagene for the year ended December 31, 2023 are included elsewhere in this proxy statement/prospectus, we have omitted the Projections for the projected fiscal year 2023 and present below the key elements of the Projections for the projected fiscal years 2024 and 2025 provided to Blue Ocean and Newbridge.

	For the projected(1)
(US$ in million, unless otherwise stated)	2024		2025
Revenue	70.5		84.1
TNL(2)	40.0		47.6
Mediagene(3)	30.5		36.5
Cost of revenue	39.5		46.5
TNL(2)	18.8		22.1
Mediagene(3)	20.7		24.4
Sales, general and administrative expenses	24.6		27.5
TNL(2)	16.3		17.7
Mediagene(3)	8.3		9.7
EBITDA	6.4		10.2
EBITDA Margin (%)	9.0	%	12.1	%

____________

(1)The TNL Projections provided were for the fiscal years ending December 31, 2024 and 2025 while the Mediagene Projections provided were for the fiscal years ending February 28, 2025 and February 28, 2026.

(2)In the TNL Projections, the exchange rate of NT$30.50 to US$1.00 was assumed for the year ending December 31, 2024 and the exchange rate of NT$30.10 to US$1.00 was assumed for the year ending December 31, 2025.

(3)In the Mediagene Projections, the exchange rates of JPY126.00 to US$1.00 was assumed for the fiscal year ending February 28, 2025 and the exchange rate of JPY118.00 to US$1.00 was assumed for the fiscal year ending February 28, 2026.

EBITDA included in the Projections is a non-IFRS financial measure. The non-IFRS financial measure should not be considered in isolation from, or as a substitute for, TNL Mediagene’s consolidated financial results prepared in accordance with IFRS or TNL Mediagene’s financial information presented in compliance with IFRS, and the non-IFRS financial measure as used by TNL Mediagene in the Projections may not be comparable to similarly titled amounts used by other companies. The non-IFRS measure is uncertain and depends on various factors that cannot be reliably predicted and so reconciliations for projections of the non-IFRS financial measure have not been provided. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the Projections. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that TNL Mediagene or its representatives considered or currently consider the Projections to be a reliable prediction of future events, and reliance should not be placed on the Projections.

Opinion of Newbridge

Blue Ocean retained Newbridge to act as its financial advisor in connection with the Merger. Newbridge, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Blue Ocean selected Newbridge to act as its financial advisor in connection with the Merger on the basis of Newbridge’s experience in similar transactions and its reputation in the investment community.

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On May 31, 2023, at a meeting of Blue Ocean’s board of directors held to evaluate the Merger, Newbridge delivered to Blue Ocean’s board of directors an oral opinion, which was confirmed by delivery of the Opinion, dated June 4, 2023, to the effect that, as of the date of the Opinion and based on and subject to various assumptions and limitations described in its written opinion, the merger consideration to be paid to the shareholders of TNL Mediagene is fair, from a financial point of view, to Blue Ocean’s shareholders.

The full text of the Opinion to Blue Ocean’s board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D hereto and is incorporated by reference herein in its entirety. The following summary of the Opinion is qualified in its entirety by reference to the full text of the Opinion. Newbridge delivered its Opinion to Blue Ocean’s board of directors for the benefit and use of Blue Ocean’s board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Merger from a financial point of view. Newbridge’s opinion also does not address the relative merits of the Merger as compared to any alternative business strategies or transactions that might exist for Blue Ocean, or Blue Ocean’s underlying business decision whether to proceed with those business strategies or transactions.

In connection with rendering the Opinion, Newbridge, among other things:

•considered our assessment of general economic, market and financial conditions as well as our experience in connection with similar transactions, and business and securities valuations generally;

•reviewed a draft of the Merger Agreement, dated May29, 2023;

•reviewed Blue Ocean’s publicly available historical financial results, as well as certain publicly available information concerning the trading of, and the trading market for, the Blue Ocean Ordinary Shares since the Blue Ocean IPO in December 2021;

•reviewed publicly available financial information of Blue Ocean filed with the SEC, including its Form 10-Qs, Form 10-Ks, and certain reports on material events filed on Forms 8-K between December2, 2021, and June2, 2023;

•reviewed a financial model of TNL Mediagene with historical and future financial projections (including potential revenue growth, EBITDA, net income and free cash flow margins) provided by TNL Mediagene’s management team;

•conducted discussions with TNL Mediagene’s management team to better understand TNL Mediagene’s recent business history, and near-term financials;

•performed a discounted cash flow analysis layered onto TNL Mediagene’s financial model provided;

•performed a public company comparable analysis of similar companies to TNL Mediagene that trade on a major North American, European or Asian stock exchange and operate in the “Ad Tech”, “Digital Media” and “Agency Media” sectors, to derive certain forward Enterprise Value/Revenue multiples; and

•performed Comparable Precedent M&A Transaction analysis of similar companies to TNL Mediagene in the “Ad Tech,” “Digital Media” and “Agency Media” sectors, to derive recent Enterprise Value/Revenue multiples.

Newbridge also considered such other information, financial studies, analyses and investigations, and financial, economic and market criteria which it deemed relevant. In conducting its review and arriving at its Opinion, Newbridge did not independently verify any of the foregoing information and Newbridge assumed and relied upon such information being accurate and complete in all material respects, and Newbridge further relied upon the assurances of Blue Ocean’s management that they are not aware of any facts that would make any of the information reviewed by Newbridge inaccurate, incomplete or misleading in any material respect. In addition, Newbridge has not assumed any responsibility for any independent valuation or appraisal of the assets or liabilities, including any ongoing litigation and administrative investigations, if any, of TNL Mediagene, nor has Newbridge been furnished with any such valuation or appraisal. In addition, Newbridge has not assumed any obligation to conduct, nor has it conducted, any physical inspection of the properties or facilities of TNL Mediagene.

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The issuance of the Opinion was approved by an authorized internal committee of Newbridge. Newbridge’s opinion is necessarily based on economic, market and other conditions as they exist and can be evaluated on, and the information made available to it on, the date thereof. Newbridge expressed no opinion as to the underlying valuation, future performance or long-term viability of Blue Ocean and its successors. Further, Newbridge expressed no opinion as to what the value of Blue Ocean Ordinary Shares actually will be when the Merger is consummated or the prices at which Blue Ocean Ordinary Shares will trade at any time. It should be understood that, although subsequent developments may affect the Opinion, Newbridge does not have any obligation to update, revise or reaffirm its Opinion and has expressly disclaimed any responsibility to do so.

The following represents a brief summary of the material financial analyses reviewed by Blue Ocean’s board of directors and performed by Newbridge in connection with its Opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Newbridge, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Newbridge. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Newbridge.

Financial Analyses

Newbridge employed various methods to analyze the range of values of TNL Mediagene.

Comparable Public Company Analysis

To calculate the implied equity value of the operating business, Newbridge first obtained the average Enterprise Value/2024E Revenue multiples from a total of 23 comparable public companies in three related market sectors, identified by Newbridge and applied to TNL Mediagene’s proforma 2024E Revenue in three related sub-verticals. The public company comparables were selected using the following criteria: (i) listed on a major stock exchange in the United States, Europe, Middle East North Africa (MENA) or Asia, (ii) in the “AdTech”, “Digital Media”, and “Agency Media” sectors, and (iii) had forecasted Revenue for 2024.

The EV / 2024E Revenue multiple used was determined by blending the three EV/ 2024 Revenue multiple in each sector by the TNL Mediagene projected 2024 revenue contribution in that sector in the following manner:

•AdTech Industry — Average EV/Revenue Multiple (5.0X) multiplied by 50%.

•Digital Media Industry — Average EV/Revenue Multiple (3.5X) multiplied by 30%.

•Agency Media Industry — Average EV/Revenue Multiple (1.5X) multiplied by 20%.

The blended multiple as a percentage of 2024 industry revenue contribution was 3.8x and was then multiplied by the 2024E Revenue of TNL Mediagene of $70.5 million, to derive an Enterprise Value of $270.3 million. The Net Debt (of -$5.5 million) was added to the Enterprise Value to obtain an Implied Equity Value using this analysis of $264.8 million.

The table below summarizes certain observed historical and projected financial performance and trading multiples of the selected public companies and was sourced from S&P Capital IQ data as of May 26, 2023.

Industry: AdTech	5/26/2023	Stock Price		Balance Sheet				Valuation Multiples
Company Name	Symbol			Market Capitalization		Enterprise Value		EV/Revenue 2024E
The Trade Desk, Inc.	NasdaqGM:TTD	$	67.70	$	33,080.40	$	32,003.80	13.5x
AppLovin Corporation	NasdaqGS:APP	$	24.10	$	8,765.70	$	10,781.70	3.4x
DoubleVerify Holdings, Inc.	NYSE:DV	$	33.40	$	5,552.40	$	5,350.80	10.7x
Integral Ad Science Holding Corp.	NasdaqGS:IAS	$	18.30	$	2,833.60	$	2,980.70	6.7x
Zeta Global Holdings Corp.	NYSE:ZETA	$	8.80	$	1,870.50	$	1,946.50	2.4x
Criteo S.A.	NasdaqGS:CRTO	$	32.20	$	1,805.30	$	1,629.50	1.7x
LiveRamp Holdings, Inc.	NYSE:RAMP	$	25.00	$	1,658.10	$	1,208.00	2.0x
Magnite, Inc.	NasdaqGS:MGNI	$	11.80	$	1,597.10	$	2,120.60	3.4x
Appier Group, Inc.	TSE:4180	$	9.40	$	955.40	$	841.30	3.6x
PubMatic, Inc.	NasdaqGM:PUBM	$	17.10	$	888.10	$	740.40	2.5x
	AVERAGE			$	5,900.7	$	5,960.3	5.0x

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Industry: Digital Media	5/26/2023	Stock Price		Balance Sheet				Valuation Multiples
Company Name	Symbol			Market Capitalization		Enterprise Value		EV/Revenue 2024E
Future plc	LSE:FUTR	$	9.60	$	1,147.20	$	1,695.30	1.8x
GUOMAI Culture & Media Co., Ltd.	SZSE:301052	$	9.00	$	655.40	$	603.30	5.8x
Sichuan Newsnet Media (Group) Co., Ltd.	SZSE:300987	$	2.80	$	480.20	$	391.90	9.4x
Guangdong Insight Brand Marketing Group Co., Ltd.	SZSE:300781	$	3.50	$	383.20	$	364.00	3.2x
LBG Media plc	AIM:LBG	$	1.20	$	250.50	$	219.10	2.8x
Buzzfeed, Inc.	NasdaqGM:BZFD	$	0.60	$	84.60	$	266.90	0.6x
Quint Digital Limited	BSE:539515	$	1.60	$	77.20	$	78.50	4.9x
Cineverse Corp.	NasdaqCM:CNVS	$	0.30	$	51.80	$	50.10	1.0x
Chicken Soup for the Soul Entertainment, Inc.	NasdaqGM:CSSE	$	1.30	$	51.20	$	571.40	2.2x
	AVERAGE			$	353.5	$	471.2	3.5x

Industry: Agency Media	5/26/2023	Stock Price		Balance Sheet				Valuation Multiples
Company Name	Symbol			Market Capitalization		Enterprise Value		EV/Revenue 2024E
Publicis Groupe S.A.	ENXTPA:PUB	$	75.10	$	18,727.00	$	20,768.20	1.5x
Omnicom Group Inc.	NYSE:OMC	$	90.00	$	17,946.40	$	21,992.40	1.4x
The Interpublic Group of Companies, Inc.	NYSE:IPG	$	37.70	$	14,557.30	$	17,454.60	1.7x
WPP plc	LSE:WPP	$	10.80	$	11,501.60	$	17,730.30	1.1x
($ in millions, except per share data)	AVERAGE			$	15,683.1	$	19,486.4	1.5x

Comparable Precedent M&A Transaction Analysis

Newbridge analyzed the last four years (since June 2019) of M&A transaction data to find similar transactions where the targets being acquired most resembled TNL Mediagene. The universe of transactions where there were similarities to TNL Mediagene, and where financial data was recorded for the transaction value was generally limited, as is usually the case versus comparable public companies. The criteria used for the selected transactions were those in which the targets most resembled TNL Mediagene, and included (i) targets with business models in the “Digital Media” sector, (ii) transactions that occurred with companies’ headquarters in the United States, Canada, Europe or Asia, and (iii) where the identified the Enterprise Value/Revenue multiple was known.

The average EV/2024E Revenue multiple for the Digital Media sector (of 4.6x) was multiplied by the 2024E Revenue of TNL Mediagene of $70.5 million, to derive an Enterprise Value of $326.9 million. The Net Debt (of -$5.5 million) was added to the Enterprise Value to obtain an Implied Equity Value using this analysis of $321.4 million.

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The table below summarizes the Comparable Precedent M&A Transaction data set, and was sourced from S&P Capital IQ data as of May 26, 2023.

M&A Comparables Analysis (June 2019 — Present)

Industry | Digital Media (millions USD)

M&A Closed Date	Target Company	Enterprise Value		Target LTM Revenues		Enterprise Value/Revenues	Acquirors
8/7/2022	Axios Media, Inc.	$	525	$	100	5.3x	Cox Enterprises, Inc.
7/18/2022	Industry Dive, Inc.	$	525	$	110	4.8x	Informa, plc
2/22/2022	TEGNA, Inc.	$	8,686	$	3,154	2.8x	Standard General
1/6/2022	The Athletic Media Company	$	550	$	65	8.5x	The New York Times Company
8/26/2021	Politico Media Group, LLC	$	1,000	$	200	5.0x	Axel Springer
9/14/2020	CNET Media Group	$	500	$	225	2.2x	Red Ventures, LLC
10/2/2019	Refinery29	$	400	$	100	4.0x	Vice Media, LLC
	AVERAGE	$	1,740.90	$	564.90	4.6x

Discounted Cash Flow Analysis

The Discounted Cash Flow Analysis (the “DCF Analysis”) approach is a valuation technique that provides an estimation of the value of a business based on the cash flows that a business can be expected to generate. The DCF Analysis begins with an estimation of the annual cash flows the subject business is expected to generate over a 10-year projection period. The estimated cash flows for each of the years in the projection period are then converted to their present value equivalents using a rate of return appropriate for the risk of achieving the projected cash flows. The present values of the estimated cash flows are then added to the present value equivalent of the residual/terminal value of the business at the end of the projection period to arrive at an estimate of value.

Newbridge performed a DCF Analysis of the estimated future unlevered free cash flows attributable to TNL Mediagene for the fiscal years of 2023 through 2032. In applying the DCF Analysis, Newbridge relied on the financial projections prepared by TNL Mediagene that estimated certain revenue growth rates, as well as EBITDA and cashflow margins. Newbridge applied a discount rate of 9.0% and a terminal value based on growth in perpetuity rate of 2.0%.

Newbridge determined that the middle of the range of the discounted cash flow values was $286.1 million.

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The table below summarizes the projected cashflows used in the DCF Analysis. The projections for revenue growth and cash-flow margins between 2023 – 2026 were provided by the management team of TNL Mediagene. The estimates for revenue growth and cashflow margins between 2027 – 2032 were determined collectively by the management team of TNL Mediagene, Blue Ocean and Newbridge, and are meant to be conservative, with no guarantees that these milestones can be achieved.

Key Assumptions
TV Based on Growth in Perpetuity	2.0	%
Discount Rate	9.0	%

TNL Mediagene Estimates/Projections			TNL Mediagene Estimates									Projections
			2023			2024			2025			2026			2027			2028			2029			2030			2031			2032
Revenue			$	56.6		$	70.5		$	84.1		$	100.9		$	121.1		$	145.3		$	174.4		$	209.2		$	251.1		$	301.3
Revenue Growth				18.4	%		24.4	%		19.3	%		20.0	%		20.0	%		20.0	%		20.0	%		20.0	%		20.0	%		20.0	%
Free Cashflow			$	(0.1	)	$	3.5		$	5.9		$	11.1		$	13.3		$	16.0		$	19.2		$	23.0		$	27.6		$	33.1
FCF Margins				-0.3	%		4.9	%		7.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%		11.0	%
Terminal Value Based on Growth in Perpetuity																														$	482.9
Net Present Value of Cash Flows	$	286.1	$	(0.1	)	$	2.9		$	4.5		$	7.9		$	8.7		$	9.5		$	10.5		$	11.6		$	12.7		$	218.0

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Notes:

(1)The growth in perpetuity rate is the constant rate that a company is expected to grow at continuously. This growth rate starts at the end of the last forecasted cash flow period in a discounted cash flow model and goes into perpetuity.

(2)The discount rate refers to the rate of interest that is applied to future cash flows of an investment to calculate its present value.

Miscellaneous

The discussion set forth above is a summary of the material financial analyses presented by Newbridge to Blue Ocean’s board of directors in connection with its Opinion and is not a comprehensive description of all analyses undertaken by Newbridge in connection with its Opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Newbridge believes that its analyses summarized above must be considered as a whole. Newbridge further believes that selecting portions of its analyses and the factors considered, or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Newbridge’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, Newbridge considered industry performance, general business and economic conditions and other matters, many of which are beyond Blue Ocean’s control. The estimates of Blue Ocean’s future performance in or underlying Newbridge’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Newbridge’s analyses. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Newbridge’s view of the actual values of the Blue Ocean Ordinary Shares.

Conclusion

The values derived from the different analyses that Newbridge used show a range between $264.8 million to $321.4 million The merger consideration to be paid by Blue Ocean of $275.0 million is below the midpoint of the valuation ranges of the financial analyses described above.

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Based on its analysis, it is Newbridge’s opinion that, (i) the merger consideration is fair, from a financial point of view, to Blue Ocean’s and Blue Ocean’s unaffiliated public shareholders and (ii) TNL Mediagene has an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account (excluding deferred underwriting fees and taxes payable on the income earned on the Trust Account).

The type and amount of consideration payable in the Merger was determined through negotiations between Blue Ocean and TNL Mediagene, and was approved by Blue Ocean’s board of directors. The decision to enter into the Merger Agreement was solely that of Blue Ocean’s board of directors. As described above, Newbridge’s opinion and analyses was only one of many factors considered by Blue Ocean’s board of directors in its evaluation of the Merger and should not be viewed as determinative of the views of Blue Ocean’s or TNL Mediagene’s management with respect to the Merger.

Fees and Expenses

As compensation for Newbridge’s services in connection with the rendering of its Opinion to Blue Ocean’s board of directors, Blue Ocean agreed to pay Newbridge a fee of $150,000. $10,000 of the fee was paid as a retainer, $70,000 was paid upon delivery of the Opinion, and the remaining $70,000 is payable upon consummation of the Merger. No portion of Newbridge’s fee is refundable or contingent upon the conclusion reached in the Opinion.

Satisfaction of 80% Test

It is a requirement under the Blue Ocean Articles and Nasdaq rules that any business acquired by Blue Ocean have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for an initial business combination. The balance of the funds in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the execution of the Merger Agreement with TNL Mediagene was approximately $68.3 million and 80% thereof represents approximately $54.6 million. In determining whether the 80% requirement was met, rather than relying on any one factor, Blue Ocean’s board of directors concluded that it was appropriate to base such valuation on all of the qualitative factors described in this section and the section of this proxy statement entitled “— Blue Ocean’s Board of Directors’ Reasons for the Merger” as well as quantitative factors, such as the anticipated implied equity value of the combined company being approximately $321.4 million with no material debt expected to be outstanding. Based on the qualitative and quantitative information used to approve the Merger described herein, as well as a review of the Opinion, Blue Ocean’s board of directors determined that the foregoing 80% net asset requirement was met. Blue Ocean’s board of directors believes that the financial skills and background of its members qualify it to conclude that the acquisition met the 80% net asset requirement.

Interests of Certain Persons in the Merger

In considering the recommendation of Blue Ocean’s board of directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that Blue Ocean’s directors and executive officers, as well as certain directors and executive officers of TNL Mediagene, have interests in such proposals that are different from, or in addition to, those of Blue Ocean shareholders generally. If Blue Ocean does not complete the Merger with TNL or another business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean must redeem 100% of the outstanding Public Shares and liquidate and dissolve. As a result, and given the Sponsor’s interests in the Merger, the Sponsor may be incentivized to complete a business combination with a less favorable combination partner or on terms less favorable to Blue Ocean Public Shareholders rather than fail to complete a business combination and be forced to liquidate and dissolve Blue Ocean. In particular:

•If the Merger with TNL Mediagene or another business combination is not consummated by December7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), Blue Ocean will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and Blue Ocean’s board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and its affiliates, which were acquired for an aggregate purchase price of $25,000 prior to the Blue Ocean IPO, are expected to be worthless because the holders are not entitled to participate in any

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redemption or distribution of proceeds in the Trust Account with respect to such shares. On the other hand, if the Merger is consummated, each outstanding Blue Ocean Ordinary Share will be converted into one TNL Mediagene Ordinary Share subject to adjustment described herein.

•If Blue Ocean is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Blue Ocean for services rendered to, or contracted for or products sold to Blue Ocean. If Blue Ocean consummates a business combination, on the other hand, TNL Mediagene will be liable for all such claims.

•The Sponsor acquired the Founder Shares, which will be converted into TNL Mediagene Ordinary Shares in connection with the Merger, for an aggregate purchase price of $25,000 prior to the Blue Ocean IPO. Based on the average of the high (US$11.14) and low (US$11.14) prices for Blue Ocean Class A Shares on Nasdaq on May29, 2024 and pursuant to the Sponsor Lock-Up and Support Agreement, dated June6, 2023, the value of the Founder Shares outstanding upon the Closing would be $52,845,375. In connection with the closing of the Merger, the Founder Shares will be converted, on a one-for-one basis, for the rights to receive TNL Mediagene Ordinary Shares to be issued in exchange for the Founder Shares at the times and subject to the conditions in the Sponsor Lock-Up and Support Agreement as further described herein. See the section in this proxy statement/prospectus entitled “Agreements Entered Into In Connection With the Merger — Sponsor Lock-Up and Support Agreement” for more information.

•The Sponsor and Apollo acquired the Blue Ocean Private Placement Warrants, which will be converted into TNL Mediagene Warrants in connection with the Merger, for an aggregate purchase price of approximately $9.2 million in the Blue Ocean IPO. Based on the US$0.03 price of the Public Warrants on Nasdaq on May29, 2024, the value of the Blue Ocean Private Placement Warrants outstanding upon the Closing would be $286,650.

•As a result of the prices at which the Sponsor and Apollo acquired the Founder Shares and the Blue Ocean Private Placement Warrants, and their current value, the Sponsor and Apollo could make a substantial profit after the completion of the Merger even if Blue Ocean Public Shareholders lose money on their investments as a result of a decrease in the post-combination value of their Public Shares.

•The Sponsor and Blue Ocean’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Blue Ocean’s behalf, such as identifying, investigating, negotiating and completing an initial business combination. However, if Blue Ocean fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Blue Ocean may not be able to reimburse these expenses if the Merger or another business combination is not completed by December7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders). As of the date of this proxy statement/prospectus, the Sponsor and Blue Ocean’s officers and directors and their affiliates had incurred no unpaid reimbursable expenses.

•If Blue Ocean is unable to complete a business combination within the required time period, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk that depends on the completion of a business combination is $9,580,000 comprised of (a) $25,000 representing the aggregate purchase price paid for the Founder Shares and (b) $9,555,000 representing the aggregate purchase price paid for the Blue Ocean Private Placement Warrants.

•Blue Ocean has provisions in the Blue Ocean Articles waiving the corporate opportunities doctrine on an ongoing basis, which means that Blue Ocean’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to Blue Ocean.

•The Merger Agreement provides for the continued indemnification of Blue Ocean’s current directors and officers and the continuation of directors and officers liability insurance covering Blue Ocean’s current directors and officers.

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•Blue Ocean’s Sponsor, officers and directors or their affiliates may make loans from time to time to Blue Ocean to fund certain capital requirements. On June20, 2023, Blue Ocean issued the 2023 Sponsor Convertible Note to the Sponsor, which was amended on May30, 2024 to extend its maturity date from June7, 2024 to December7, 2024, that provides for borrowings from time to time of up to an aggregate of $1,500,000 to be drawn by Blue Ocean to finance costs incurred in connection with the Merger and for working capital purposes and/or to finance the monthly deposits in the Trust Account. On April5, 2024, Blue Ocean issued the 2024 Sponsor Promissory Note to the Sponsor which provides for borrowings from time to time of up to an aggregate of $750,000 to be drawn down by Blue Ocean to finance costs and expenses incurred in connection with the Merger. Additional loans may be made after the date of this proxy statement/prospectus. If the Merger is not consummated, any outstanding loans will not be repaid and will be forgiven except to the extent there are funds available to Blue Ocean outside of the Trust Account.

•TNL Mediagene agreed to loan Blue Ocean up to an aggregate principal amount of up to $400,000 in the form of the TNL Mediagene Working Capital Note on August3, 2023. The TNL Mediagene Working Capital Note is a non-interest bearing, unsecured promissory note that will not be repaid in the event the Agreement and Plan of Merger is terminated prior to the consummation of the Merger. The TNL Mediagene Working Capital Note is to be paid on the date Blue Ocean consummates the Merger.

•Blue Ocean entered into an agreement, commencing December2, 2021 to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, administrative and support services and has been accruing that obligation.

•Certain of Blue Ocean’s executive officers are expected to become executive officers of the combined company and will enter into indemnification agreements with the combined company.

•Certain of TNL Mediagene’s directors and executive officers are expected to become directors and/or executive officers of the combined company and will enter into indemnification agreements with the combined company.

•TNL Mediagene and its existing shareholders will have the ability to nominate a majority of the members of the board of directors of the combined company. For more details, see “Comparison of Rights of TNL Mediagene Shareholders and Blue Ocean Shareholders — Comparison of Shareholders’ Rights — Nomination Rights.”

•Certain of TNL Mediagene’s directors and executive officers beneficially own TNL Mediagene Ordinary Shares and/or hold options to purchase TNL Mediagene Ordinary Shares. See “Beneficial Ownership of Securities” and “Management Following the Merger — Share-based Compensation” for more details.

Anticipated Accounting Treatment

The Merger will be accounted for as a capital reorganization. Under this method of accounting, Blue Ocean will be treated as the accounting acquiree for financial reporting purposes. Accordingly, the Merger will be treated as the equivalent of TNL Mediagene issuing shares at the Closing of the Merger for the net assets of Blue Ocean as of the Closing Date, accompanied by a recapitalization. The net assets of Blue Ocean will be stated at historical cost, with no goodwill or other intangible assets recorded.

TNL Mediagene has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

•TNL Mediagene’s current shareholders will hold a majority of the voting power of the combined company after the Merger;

•TNL Mediagene’s operations will substantially comprise the ongoing operations of the combined company;

•Pursuant to the Merger Agreement, TNL Mediagene’s current shareholders will have the ability to nominate the majority of the members of the governing body of the combined company; and

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•TNL Mediagene’s current senior management team will comprise a majority of the management of the combined company, with the exception of the CFO, which will be filled by Matt Lasov, CFO of Blue Ocean.

Furthermore, Blue Ocean does not meet the definition of a “business” pursuant to IFRS3, and thus, for accounting purposes, the Merger will be accounted for as a capital reorganization, within the scope of IFRS 2. The net assets of Blue Ocean will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of the deemed equity interest issued by TNL Mediagene over the fair value of Blue Ocean’s identifiable net assets acquired will be considered compensation for the service of a stock exchange listing for its shares and be expensed as incurred.

Regulatory Matters

The Merger is not subject to any U.S. federal or state regulatory requirement or approval or any foreign regulatory requirements or approvals, except for the filings with the Cayman Islands Registrar of Companies necessary to effectuate the Merger.

Appraisal Rights under the Cayman Companies Law

Holders of record of Blue Ocean Ordinary Shares may have appraisal rights in connection with the Merger under the Cayman Companies Law. Holders of record of Blue Ocean Ordinary Shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Blue Ocean Ordinary Shares must give written objection to the Merger to Blue Ocean prior to the shareholder vote to approve the Merger and follow the procedures set out in Section 238 of the Cayman Companies Law, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Law which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which, at the effective date of the merger, are listed on a national securities exchange. Blue Ocean believes that such fair value would equal the amount that Blue Ocean shareholders would obtain if they exercise their redemption rights as described herein. A Blue Ocean shareholder which elects to exercise appraisal rights must do so in respect of all of the Blue Ocean Ordinary Shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Blue Ocean Shareholders — Appraisal Rights under the Cayman Companies Law.”

Blue Ocean shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

Resale of TNL Mediagene Ordinary Shares

The TNL Mediagene Ordinary Shares to be issued to shareholders of Blue Ocean in connection with the Merger will be freely transferable under the Securities Act except for shares issued to any shareholder who may be deemed for purposes of Rule 144 under the Securities Act an “affiliate” of Blue Ocean immediately prior to the Effective Time or an “affiliate” of TNL Mediagene following the Merger. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with, TNL Mediagene or Blue Ocean (as appropriate) and may include the executive officers, directors and significant shareholders of TNL Mediagene or Blue Ocean (as appropriate).

Stock Exchange Listing of TNL Mediagene Ordinary Shares and TNL Mediagene Warrants

TNL Mediagene will use reasonable best efforts to cause, prior to the Effective Time, the TNL Mediagene Ordinary Shares and TNL Mediagene Warrants issuable pursuant to the Merger Agreement to be approved for listing on Nasdaq under the proposed symbols “[TNMG]” and “[TNMGW]”, respectively, each subject to official notice of issuance. Approval of the listing on Nasdaq of TNL Mediagene Ordinary Shares and TNL Mediagene Warrants (subject to official notice of issuance) is a condition to each party’s obligation to complete the Merger.

Delisting and Deregistration of Blue Ocean Ordinary Shares

If the Merger is completed, the Blue Ocean Units, Blue Ocean Class A Shares and Public Warrants will be delisted from Nasdaq and will be deregistered under the Exchange Act.

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Combined Company Status as a Foreign Private Issuer under the Exchange Act

TNL Mediagene expects to remain a “foreign private issuer” (under SEC rules). Consequently, upon consummation of the Merger, the combined company will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. The combined company will be required to file its annual report on Form 20-F for the year ending December 31, 2024 with the SEC by         , 2025. In addition, the combined company will furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by the combined company in the Cayman Islands or that is distributed or required to be distributed by the combined company to its shareholders.

Based on its foreign private issuer status, the combined company will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. The combined company will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, the combined company officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of TNL Mediagene Ordinary Shares.

Combined Company Status as an Emerging Growth Company under U.S. Federal Securities Laws and Related Implications

Each of Blue Ocean and TNL Mediagene is, and consequently, following the Merger, the combined company will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, the combined company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the combined company’s securities less attractive as a result, there may be a less active trading market for the combined company’s securities and the prices of the combined company’s securities may be more volatile.

The combined company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the Closing Date, (b) in which TNL Mediagene has total annual gross revenue of at least $1.235 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the combined company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Vote Required for Approval

The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding a majority of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

Brokers are not entitled to vote on the Business Combination Proposal absent voting instructions from the beneficial holder. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

The approval of the Business Combination Proposal is a condition to the consummation of the Transactions. If the Business Combination Proposal is not approved, the other proposals (except an Adjournment Proposal, as described below) will not be presented to Blue Ocean shareholders for a vote.

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Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that Blue Ocean Acquisition Corp’s (“Blue Ocean”) entry into the Agreement and Plan of Merger, dated as of June 6, 2023, by and among Blue Ocean, TNL Mediagene (formerly “The News Lens Co., Ltd.”) (“TNL Mediagene”) and TNLMG (formerly “TNL Mediagene”) (“Merger Sub”) as amended by the Amendment to the Agreement and Plan of Merger dated as of May 29, 2024 (as may be amended from time to time, the “Merger Agreement”), a copy of each of which is attached to the accompanying proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, pursuant to which, among other things, Merger Sub will merge with and into Blue Ocean, with Blue Ocean surviving the merger as a wholly owned subsidiary of TNL Mediagene, in accordance with the terms and subject to the conditions of the Merger Agreement, and the transactions contemplated by the Merger Agreement each be and are hereby authorized, approved, ratified and confirmed in all respects.”

Recommendation of Blue Ocean’s Board of Directors

BLUE OCEAN’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE BLUE OCEAN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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PROPOSAL TWO — THE MERGER PROPOSAL

Overview

The Merger Proposal, if approved, will authorize the Merger and the Plan of Merger. Under the Merger Agreement, the approval of the Merger Proposal is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the Merger Proposal will not be presented at the extraordinary general meeting. A copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex C.

Required Vote

Approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, being the affirmative vote of shareholders holding at least two thirds of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

Brokers are not entitled to vote on the Merger Proposal absent voting instructions from the beneficial holder. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the Plan of Merger, by and among Blue Ocean Acquisition Corp (“Blue Ocean”), TNL Mediagene (formerly “The News Lens Co., Ltd.”) (“TNL Mediagene”) and TNLMG (formerly “TNL Mediagene”) (“Merger Sub”), substantially in the form attached to the accompanying proxy statement/prospectus as Annex C (including the annexures thereto, the “Plan of Merger”) be and is hereby authorized, approved and confirmed in all respects and all the undertaking, property and liability of the Merger Sub vest in Blue Ocean by virtue of such merger pursuant to the Companies Act (as amended) of the Cayman Islands, that the merger of Merger Sub with and into Blue Ocean with Blue Ocean surviving the merger as a wholly owned subsidiary of TNL Mediagene be and is hereby authorized, approved and confirmed in all respects, and that Blue Ocean be and is hereby authorized to enter into the Plan of Merger.”

Recommendation of Blue Ocean’s Board of Directors

BLUE Ocean’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT BLUE OCEAN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

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PROPOSAL THREE — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates to permit further solicitation of proxies or where Blue Ocean’s board of directors has determined it is otherwise necessary or if Blue Ocean’s board of directors determines before the extraordinary general meeting that it is not necessary or no longer desirable to proceed with the proposals. In no event will Blue Ocean solicit proxies to adjourn the extraordinary general meeting beyond the date by which it may properly do so under the Blue Ocean Articles and the law of the Cayman Islands. The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Transactions. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Merger.”

Consequences If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is presented to the meeting and is not approved by the shareholders, Blue Ocean’s board of directors may not be able to adjourn the extraordinary general meeting to a later date or dates. In such event, the Transactions would not be completed. If Blue Ocean does not consummate the Merger and fails to complete an initial business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), it will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Blue Ocean Public Shareholders.

Required Vote

The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Blue Ocean Articles, the affirmative vote of shareholders holding a majority of the Blue Ocean Ordinary Shares which are entitled to vote and which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present. Accordingly, if a valid quorum is otherwise established, a Blue Ocean shareholder’s failure to vote by proxy or online will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting, or where Blue Ocean’s board of directors has determined it is otherwise necessary, be and is hereby approved.”

Recommendation of Blue Ocean’s Board of Directors

Blue Ocean’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT BLUE OCEAN SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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THE MERGER AGREEMENT AND ANCILLARY DOCUMENTS

This section of the proxy statement/prospectus describes the material provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex A-1 and Annex A-2 hereto. You are urged to read carefully the Merger Agreement in its entirety because it is the primary legal document that governs the Merger. The legal rights and obligations of the parties to the Merger Agreement are governed by the specific language of the Merger Agreement, and not this summary.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties to the Merger Agreement and are subject to important qualifications and limitations agreed to by such parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure letters, which are referred to herein as the “TNL Mediagene Disclosure Letter” and the “Blue Ocean Disclosure Letter,” respectively, and collectively as the “Disclosure Letters,” which are not filed publicly and which is subject to a contractual standard of materiality different from that generally applicable to shareholders and was used for the purpose of allocating risk among the parties to the Merger Agreement rather than for the purpose of establishing matters as facts. Blue Ocean and TNL Mediagene do not believe that the Disclosure Letters contain information that is material to an investment decision. Moreover, certain representations and warranties in the Merger Agreement may, may not have been or may not be, as applicable, accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Blue Ocean or TNL Mediagene or any other matter.

Overview of the Transactions Contemplated by the Merger Agreement

Pursuant to the Merger Agreement, the parties to the Merger Agreement have agreed that Merger Sub will merge with and into Blue Ocean (the “Merger”), with Blue Ocean continuing as the surviving entity after the Merger and a wholly owned subsidiary of TNL Mediagene (such company, as the surviving entity of the Merger, the “Surviving Entity”). As a result of the Merger (together with the other transactions contemplated by the Merger Agreement, the “Transactions”), TNL Mediagene will continue as the parent/public company. The respective time at which the Merger becomes effective is sometimes referred to in this proxy statement/prospectus as the “Effective Time.”

Closing of the Merger

Unless Blue Ocean and TNL Mediagene otherwise mutually agree or the Merger Agreement is otherwise terminated pursuant to its terms, the consummation of the Merger (the “Closing”) will take place on the date that is two (2) business days following the date on which all of the closing conditions set forth in the Merger Agreement have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing of the Merger, but subject to the satisfaction or waiver of such conditions at the Closing) (such date, the “Closing Date”). See “— Conditions to Closing” for a more complete description of the conditions that must be satisfied prior to Closing.

As of the date of this proxy statement/prospectus, the parties expect that the Merger will be effective during the fourth quarter of 2024. However, there can be no assurance as to when or if the Merger will occur.

If the Transactions have not been consummated by December 7, 2024, the Merger Agreement may be terminated by either TNL Mediagene or Blue Ocean. However, a party may not terminate the Merger Agreement pursuant to the provision described in this paragraph if such party’s breach of the Merger Agreement has been a primary cause of or resulted in the failure of the Transactions to be consummated on or before such date. See “— Termination.”

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Effects of the Transactions on Equity Interests of Blue Ocean and TNL Mediagene in the Merger

On the Closing Date and immediately prior to the Effective Time the memorandum and articles of association of TNL Mediagene in effect immediately prior to the Effective Time will be replaced with the TNL Mediagene A&R Articles, (ii) each issued and outstanding ordinary share of TNL Mediagene, par value $0.0001 per share (each such share, a “TNL Mediagene Pre-Split Ordinary Share”), will be redesignated as an Ordinary Share (as defined in the TNL Mediagene A&R Articles), par value $0.0001 per share, and each TNL Mediagene Pre-Split Ordinary Share held in TNL Mediagene’s treasury immediately prior to such redesignation will be automatically cancelled and extinguished without any redesignation, subdivision or payment therefor, (iii) immediately following such redesignation but prior to the Effective Time, TNL Mediagene will effect a reverse share split to cause the deemed value of the outstanding TNL Mediagene Pre-Split Ordinary Shares immediately prior to the Effective Time to equal $10.00 on a fully diluted basis, based on TNL Mediagene’s implied valuation immediately before the consummation of the Merger (the “Reverse Share Split”), and (iv) any option of TNL Mediagene issued and outstanding immediately prior to the Reverse Share Split will be adjusted to give effect to the foregoing transactions pursuant to the methodology set forth in the Merger Agreement (the “Option Adjustment,” and, together with the transactions described in (i) through (iii), the “Recapitalization”).

Pursuant to the Merger Agreement, (i) immediately prior to the Effective Time, each Blue Ocean Class B Share (excluding any Blue Ocean Class B Share forfeited in accordance with the Sponsor Lock-Up and Support Agreement) shall be automatically converted into one Blue Ocean Class A Share in accordance with the terms of the Blue Ocean Articles and each Blue Ocean Class B Share shall no longer be outstanding and shall automatically be canceled, and each former holder of Blue Ocean Class B Shares shall thereafter cease to have any rights with respect to such Blue Ocean Class B Shares (the “Blue Ocean Class B Conversion”); (ii) immediately prior to the Effective Time, the Blue Ocean Class A Shares and the Public Warrants comprising each issued and outstanding Blue Ocean Unit immediately prior to the Effective Time shall be automatically separated (the “Unit Separation”) and the holder thereof shall thereafter hold one Blue Ocean Class A Share and one-half of one Blue Ocean Public Warrant; provided that no fractional Public Warrants will be issued in connection with the Unit Separation such that if a holder of Blue Ocean Units would be entitled to receive a fractional Blue Ocean Public Warrant upon the Unit Separation, the number of Public Warrants to be issued to such holder upon the Unit Separation shall be rounded down to the nearest whole number of Public Warrants; (iii) each Blue Ocean Class A Share (which, for the avoidance of doubt, includes the Blue Ocean Class A Shares issued in connection with the Blue Ocean Class B Conversion and the Blue Ocean Class A Shares held as a result of the Unit Separation) that is issued and outstanding as of immediately prior to the Effective Time (other than any Blue Ocean shares held in treasury and redeeming Blue Ocean shares) (a) shall be converted automatically into the right to receive one TNL Mediagene Ordinary Share (for the avoidance of doubt, after giving effect to the Recapitalization), and (b) shall no longer be outstanding and shall automatically be canceled by virtue of the Merger and each former holder of Blue Ocean Class A Shares shall thereafter cease to have any rights with respect to such securities, except as expressly provided herein; (iv) each Blue Ocean Warrant (which, for the avoidance of doubt, includes the Public Warrants held as a result of the Unit Separation) that is issued and outstanding immediately prior to the Effective Time shall cease to be a warrant with respect to Blue Ocean Class A Shares and shall be converted automatically into the right to receive a corresponding TNL Mediagene Warrant exercisable for TNL Mediagene Ordinary Shares. Each TNL Mediagene Warrant shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Blue Ocean Warrant immediately prior to the Effective Time in accordance with the provisions of the Amended and Restated Warrant Agreement; (v) each ordinary share of Merger Sub that is issued and outstanding immediately prior to the Effective Time will automatically be converted into one ordinary share, par value $1.00 per share, of the Surviving Entity; (vi) each Blue Ocean Class A Share and Blue Ocean Class B Share held in Blue Ocean’s treasury or owned by TNL Mediagene or Merger Sub or any other wholly owned subsidiary of TNL Mediagene or Blue Ocean immediately prior to the Effective Time will automatically be cancelled and extinguished without any conversion thereof or payment therefor; and (vii) each redeeming Blue Ocean share issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist and will thereafter represent only the right of the holder thereof to be paid a pro rata share of the amount payable to Blue Ocean Public Shareholders due to their exercise of redemption rights (the “Blue Ocean Shareholder Redemption Amount”) in accordance with the Blue Ocean Articles.

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Covenants and Agreements

Conduct of TNL Mediagene Business Prior to the Completion of the Merger

TNL Mediagene has agreed that, during the period from the date of the Merger Agreement until the earlier of its termination or Closing, TNL Mediagene and its subsidiaries (the “TNL Mediagene Group”) will use reasonable best efforts to conduct and operate its business in the ordinary course of business consistent with past practice, except to the extent otherwise consented to in writing by Blue Ocean or required by applicable law, or as expressly contemplated by the Merger Agreement, any other transaction agreement or the TNL Mediagene Disclosure Letter.

In addition to the general covenant above, TNL Mediagene has agreed that, except to the extent otherwise consented to in writing by Blue Ocean or required by applicable law, or as expressly contemplated by the Merger Agreement, any other transaction agreement or the TNL Mediagene Disclosure Letter, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, TNL Mediagene will not, and will cause each of its subsidiaries not to, do any of the following:

•change or amend TNL Mediagene organizational documents or materially change or amend organizational documents of any TNL Mediagene’s subsidiaries;

•make, declare, set aside, establish a record date for or pay any dividend or make any other distribution in cash, stock, property, or otherwise, other than any dividends or distributions from any wholly owned subsidiary of TNL Mediagene either to TNL Mediagene or any other wholly owned subsidiaries of TNL Mediagene;

•except in the ordinary course of business, (i) enter into any new contract that would otherwise become such a material contract had it been entered prior to the execution of the Merger Agreement or (ii) modify, materially amend, renew (other than any automatic renewal in accordance with its terms), waive any material right under, provide any material consent under, terminate (other than any expiration in accordance with its terms) or allow to let lapse any material contract;

•(i) issue, deliver, sell, transfer, pledge or dispose of, or place any lien (other than a permitted lien) on, any equity securities of TNL Mediagene or any of its subsidiaries, other than issuances or deliveries of TNL Mediagene Pre-Split Ordinary Shares upon the settlement of TNL Mediagene’s equity awards, or (ii) issue or grant any options, warrants or other rights to purchase or obtain any equity securities of TNL Mediagene or any of its subsidiaries, other than any issuance or grant under an existing benefit plan or incentive plan of TNL Mediagene;

•except in the ordinary course of business, sell, assign, transfer, convey, lease, license, abandon, allow to lapse or expire, subject to or grant any lien (other than permitted liens) on, or otherwise dispose of, any material assets, rights or properties (including material intellectual property);

•waive, release, settle, compromise or otherwise resolve any inquiry, investigation, claim, action, litigation or other legal proceedings entailing obligations that would impose any material restrictions on the business operations of the TNL Mediagene Group, except in the ordinary course of business or where such waivers, releases, settlements or compromises involve only the payment of monetary damages less than $1,000,000 in the aggregate;

•hire, engage or terminate (other than for “cause”) any employee, officer, or individual independent contractor with annual base compensation in excess of $200,000;

•except as otherwise required by the terms of any existing company benefit plan or existing employment contract or by applicable law, (i) pay or promise to pay, fund any new, enter into or make any grant of any severance, change in control, transaction, retention or termination payment to any TNL Mediagene service provider, TNL Mediagene or any of its subsidiaries (“TNL Mediagene Service Providers”), (ii) grant or promise to grant any equity securities of TNL Mediagene, including any company options

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or other awards under the company incentive plan, except as set forth in the TNL Mediagene Disclosure Letter, (iii) take or promise to take any action to accelerate any payments or benefits, or the funding or vesting of any payments or benefits, payable to or to become payable to any TNL Mediagene Service Providers (including but not limited to awards under the company incentive plan) (iv) take or promise to take any action to increase any compensation or benefits of any TNL Mediagene Service Provider except for bonuses, base salary increases or in connection with promotions in the ordinary course of business that do not exceed $250,000 per TNL Mediagene Service Provider, (v) establish, adopt, enter into, materially amend or terminate any company benefit plan or any contract that would be a company benefit plan if it were in existence as of the date of the Merger Agreement (other than changes in connection with annual open enrollment periods and similar broad-based, immaterial changes), or promise or commit to doing any of the foregoing;

•negotiate, modify, extend, or enter into any collective bargaining agreement or recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of TNL Mediagene or any of its subsidiaries;

•make any loans or advance any money or other property to any person, except for (i) advances in the ordinary course of business to employees, officers or directors of TNL Mediagene Group for reasonable and documented business expenses, (ii) prepayments and deposits paid to suppliers of TNL Mediagene Group in the ordinary course of business, (iii) trade credit extended to customers of TNL Mediagene Group in the ordinary course of business; and (iv) advances or other payments among TNL Mediagene and its wholly owned subsidiaries;

•redeem, purchase, repurchase or otherwise acquire, or offer to redeem, purchase, repurchase or acquire, any equity security of TNL Mediagene or any of its subsidiaries, other than (i) in transactions among members of the TNL Mediagene Group, (ii) in connection with the termination of employees or other service providers of the members of the TNL Mediagene Group under an existing company benefits plan, (iii) acquisitions of TNL Mediagene Pre-Split Ordinary Shares tendered by holders of TNL Mediagene’s equity awards to satisfy tax withholding obligations, or (iv) acquisition of TNL Mediagene’s equity awards in connection with forfeiture of such awards;

•adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any equity securities of TNL Mediagene or any of its subsidiaries;

•materially amend or change any of TNL Mediagene’s or any of TNL Mediagene’s subsidiaries’ accounting policies or procedures, other than reasonable and usual amendments in the ordinary course of business or as required by a change in U.S. GAAP, IFRS or J-GAAP;

•adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of TNL Mediagene or any of its subsidiaries;

•(i) change or revoke any material tax election, (ii) make any material tax election except in the ordinary course of business consistent with past practice; (iii) change or revoke any accounting method with respect to a material tax, (iv) amend any material tax return, (v) settle or compromise any material tax claim, action or tax liability, (vi) enter into a tax sharing agreement, tax indemnification agreement, tax allocation agreement or similar contract (other than customary commercial contracts not primarily related to the sharing taxes), (vii) enter into any closing agreement with respect to a material tax with any governmental authority, (viii) surrender any right to claim a refund of a material amount of taxes, or (ix) change its jurisdiction of tax residency;

•incur, create, issue, assume or guarantee any indebtedness (or warrants or other rights to acquire debt securities), other than (i) between TNL Mediagene and any of its wholly owned subsidiaries or between any of such wholly owned subsidiaries, or (ii) in connection with borrowings, extensions of credit and other financial accommodations under TNL Mediagene Group existing credit facilities, notes and other existing indebtedness as of the date of the Merger Agreement;

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•other than in the ordinary course of business, (i) enter into any agreement that materially restricts the ability of TNL Mediagene Group to engage or compete in any line of business, (ii) enter into any agreement that materially restricts the ability to enter into a new line of business or (iii) enter into any new line of business;

•make or commit to make capital expenditures other than in an amount not in excess of (i) $2,000,000 in the aggregate; or (ii) $1,000,000 in a single transaction made by TNL Mediagene Group;

•enter into any contract with any broker, finder or investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the Merger;

•directly or indirectly acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by purchasing all of or a substantial equity interest in, or by another manner, any business or any corporation, company, partnership, limited liability company, joint venture, association or other entity or person or division thereof, in each case, except for (i) purchases of inventory and other assets in the ordinary course of business, (ii) acquisitions or investments pursuant to existing contracts in effect as of the date in the Merger Agreement that were made available by Blue Ocean, (iii) acquisitions or investments that do not exceed (1) $500,000 in a single transaction or series of related transactions or (2) $1,000,000 in the aggregate, or (iv) investments in any wholly owned subsidiaries of TNL Mediagene; or

•enter into any contract to do any action prohibited by the foregoing restrictions.

Conduct of Blue Ocean Business Prior to the Completion of the Merger

Blue Ocean has agreed that, except as required or expressly permitted by the Merger Agreement or consented to by TNL Mediagene in writing, or as required by applicable law, during the period from the date of the Merger Agreement and continuing until the earlier of the termination the Merger Agreement or the Effective Time, Blue Ocean will not do any of the following:

•change or amend its organizational documents or Trust Agreement other than in connection with an extension proposal;

•declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding equity securities of Blue Ocean or split, combine or reclassify any equity security of Blue Ocean or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any equity security of Blue Ocean, other than in connection with any Blue Ocean shareholder’s exercise of redemption right or as otherwise required by Blue Ocean’s organizational documents;

•merge, consolidate, combine or amalgamate Blue Ocean with any person or purchase or otherwise acquire (whether by merging or consolidating with, purchasing any equity security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof;

•change or revoke any material tax election, make any material tax election except in the ordinary course of business consistent with past practice, change or revoke any accounting method with respect to a material tax, amend any material tax return, settle or compromise any material tax claim, action or tax liability, enter into a tax sharing agreement, tax indemnification agreement, tax allocation agreement or similar contract (other than customary commercial contracts not primarily related to the sharing of taxes), enter into any closing agreement with respect to a material tax with any governmental authority, surrender any right to claim a refund of a material amount of taxes, or change its jurisdiction of tax residency;

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•enter into, renew or materially amend in any material respect, any material contract of Blue Ocean, except for material contracts entered into in the ordinary course of business; (provided, however, that notwithstanding anything to the contrary contained in the Merger Agreement, even if done in the ordinary course of business, Blue Ocean shall not enter into, renew or amend in any respect, any contract involving any Blue Ocean related party);

•waive, release, compromise, settle or satisfy any pending or threatened material claim or action or compromise or settle any liability, except where such waivers, releases, settlements or compromises involve only the payment of monetary damages in an amount less than $250,000 in the aggregate;

•incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness, other than in respect of a Working Capital Loan (except for any Working Capital Loan in an aggregate amount not exceeding $1,500,000 (provided that any Working Capital Loans obtained by Blue Ocean in connection with the Blue Ocean Extension or in connection with obtaining Blue Ocean shareholder extension approval shall not be taken into account in determining whether such $1,500,000 threshold has been met));

•offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any equity securities (except as set forth in the Blue Ocean Disclosure Letter);

•engage in any activities or business other than those in connection with or incidental or related to Blue Ocean’s incorporation or continuing corporate (or similar) existence, contemplated by, or incident or related to the Merger Agreement, any other transaction agreement, the performance of covenants or agreements under the Merger Agreement or thereunder or the consummation of the transactions or those that are administrative or ministerial, in each case, which are immaterial in nature;

•enter into any settlement, conciliation or similar contract that would require any payment from the Trust Account or that would impose non-monetary obligations on Blue Ocean or any of its affiliates (or any member of the TNL Mediagene Group after the Closing);

•authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of Blue Ocean or liquidate, dissolve, reorganize or otherwise wind-up the business or operations of Blue Ocean or resolve to approve any of the foregoing;

•change Blue Ocean’s methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards;

•enter into any contract with any broker, finder or investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the Merger;

•form any subsidiary; or

•enter into any agreement, or otherwise become obligated, to do any of the actions prohibited by the foregoing restrictions.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including covenants related to:

•Blue Ocean agreeing to, as promptly as practicable following the date this proxy statement/prospectus is declared effective by the SEC, establish a record date for, duly call and give notice of, convene and hold a meeting of Blue Ocean shareholders for the purpose of (i) providing Blue Ocean Public Shareholders with the opportunity to redeem Public Shares and (ii) obtaining all requisite approvals and authorizations from the Blue Ocean shareholders in connection with the Transactions;

•TNL Mediagene agreeing to, as promptly as practicable following the execution of the Merger Agreement, establish a record date for, duly call and give notice of, convene and hold a meeting of TNL Mediagene shareholders for the purpose of obtaining all requisite approvals and authorizations from the TNL Mediagene shareholders in connection with the Transactions;

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•Blue Ocean agreeing to recommend, through unanimous approval of its board of directors, to the Blue Ocean shareholders the adoption and approval of the Transactions and related proposals by the Blue Ocean shareholders and agreeing not to (and no committee of Blue Ocean’s board of directors shall) withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify such recommendation;

•TNL Mediagene agreeing to recommend, through unanimous approval of its board of directors (by those directors who have not elected to be recused from the vote), to the TNL Mediagene shareholders the adoption and approval of the Transactions and related proposals by the TNL Mediagene shareholders and agreeing not to (and no committee or subgroup of TNL Mediagene’s board of directors shall) change, withdraw, withhold, amend, qualify or modify, or propose to change, withdraw, withhold, amend, qualify or modify such recommendation for any reason;

•each of Blue Ocean and TNL Mediagene agreeing to use its reasonable best efforts to, among other things, obtain, file with or deliver to, as applicable, any consents from governmental entities and third parties, and to make all necessary registrations, declarations and filings;

•Blue Ocean agreeing to use its reasonable best efforts to (i) ensure Blue Ocean remains listed as a public company on Nasdaq, (ii) cause Blue Ocean Class A Shares and Public Warrants to remain listed on Nasdaq, (iii) keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable legal requirements and (iv) take such actions as are reasonably necessary or advisable to cause the Blue Ocean Class A Shares and Public Warrants to be delisted from Nasdaq and deregistered under the Exchange Act as soon as practicable following the Effective Time;

•TNL Mediagene agreeing to use its reasonable best efforts to (i) cause TNL Mediagene’s initial listing application with Nasdaq in connection with the Transactions to be approved, (ii) to satisfy all applicable listing requirements of Nasdaq, and (iii) cause the TNL Mediagene Ordinary Shares and the TNL Mediagene Warrants issuable in accordance with the Merger Agreement to be approved for listing on Nasdaq, in each case as promptly as reasonably practicable after the date the Merger Agreement, and in any event prior to the Effective Time;

•each of Blue Ocean and TNL Mediagene agreeing to not solicit or negotiate with third parties regarding alternative transactions and agreeing to certain related restrictions and ceasing discussions regarding alternative transactions;

•each of Blue Ocean and TNL Mediagene agreeing that all rights to exculpation, indemnification and advancement of expenses existing as of the date of the Merger Agreement in favor of the current or former directors or officers of Blue Ocean as provided in Blue Ocean’s organizational documents or under any indemnification agreement such parties may have with Blue Ocean, will survive the Effective Time and will continue in full force and effect for a period of six (6) years from the Closing Date;

•Blue Ocean agreeing to purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy providing liability insurance coverage with respect to matters occurring on or prior to the Effective Time;

•TNL Mediagene agreeing to take all such action within its power as may be necessary or appropriate such that immediately following the Closing, the board of directors will consist of nine (9) directors, which shall initially include one (1) director designated by Sponsor, three (3) non-independent directors designated by TNL Mediagene, and five (5) independent directors designated by TNL Mediagene, who shall qualify as “independent” under the listing rules of the Nasdaq and be reasonably acceptable to Sponsor;

•Blue Ocean agreeing to, immediately prior to the Effective Time, assign to TNL Mediagene all of its rights, interests, and obligations in and under that certain Warrant Agreement, dated as of December2, 2021, between Continental Stock Transfer and Trust Company (“Continental”) and Blue Ocean (the “Warrant Agreement”) and the terms and conditions of the Warrant Agreement will be amended and restated by an amended and restated warrant agreement (the “A&R Warrant Agreement”) to, among other things, reflect the assumption of the Blue Ocean Warrants by TNL Mediagene;

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•Blue Ocean and TNL Mediagene cooperating on the preparation and efforts to make effective this proxy statement/prospectus;

•each of Blue Ocean and TNL Mediagene providing access, subject to certain specified restrictions and conditions, to the other party and its respective representatives reasonable access to TNL Mediagene’s and Blue Ocean’s (as applicable) and its subsidiaries’ books, records and personnel during the period prior to the Closing;

•confidentiality and publicity matters relating to the Merger Agreement and the Transactions;

•tax matters relating to the Merger Agreement and the Transactions;

•TNL Mediagene waiving claims, rights, titles or interests to the Trust Account or any funds distributed from the Trust Account;

•Blue Ocean agreeing to, at the Closing, (i) cause the documents, opinions and notices required to be delivered to Continental pursuant to the Trust Agreement to be delivered; and (ii) make all appropriate arrangement to cause Continental to distribute the Trust Account as directed in a termination letter;

•Blue Ocean agreeing to all reasonable steps to cause any acquisition of Blue Ocean shares to be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder;

•TNL Mediagene agreeing to adopt amended articles of association substantially in the form attached to the Merger Agreement;

•each of TNL Mediagene and Blue Ocean cooperating in the event of any shareholder litigation related to the Merger Agreement or the Transactions;

•Blue Ocean agreeing to terminate certain registration rights agreements; and

•Blue Ocean agreeing to use reasonable best efforts to take all actions necessary, proper and advisable to obtain commitments from third-parties reasonably acceptable to TNL Mediagene and Blue Ocean to make the PIPE Investments that have terms and be in a form reasonably acceptable to TNL Mediagene and Blue Ocean and will consummate at the Closing and to cause such third-parties to fund and consummate such investments.

Representations and Warranties

Under the Merger Agreement, TNL Mediagene made customary representations and warranties to Blue Ocean relating to, among other things: organization and qualification; validly existing subsidiaries; capitalization of TNL Mediagene Group; authorization; absence of conflicts; governmental consents; compliance with laws; requisite approvals; financial statements; absence of undisclosed liabilities; absence of certain changes; litigation; employee compensation and benefit matters; labor relation matters; insurance; material contracts; real property and assets; tax matters; intellectual property and cybersecurity; environmental matters; broker’s and finder’s fees; international trade and anti-corruption matters; and accuracy of provided information.

Under the Merger Agreement, Blue Ocean made customary representations and warranties to TNL Mediagene relating to among other things: organization and qualification; authorization; absence of conflicts; litigation; governmental consents; the Trust Account; broker’s and finder’s fee; SEC reporting; compliance with laws; business activities; tax matters; capitalization; absence of certain changes; litigation; registration of shares; material contracts; tax matters; independent investigation; and accuracy of provided information.

Notwithstanding anything in the Merger Agreement or to the contrary, none of the representations, warranties, covenants, obligations or other agreements of the parties contained in the Merger Agreement or in any certificate delivered pursuant to the Merger Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and, from and after the Closing, no action shall be brought and no recourse shall be had against or from any person in respect of such non-surviving representations, warranties, covenants or agreements, other than in the case of fraud against the party committing such fraud.

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Material Adverse Effect for TNL Mediagene and Blue Ocean

Under the Merger Agreement, certain representations and warranties of TNL Mediagene are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of TNL Mediagene are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Merger Agreement, a “Material Adverse Effect” with respect to TNL Mediagene Group means an effect, development, circumstance, fact, change or event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business or financial condition of TNL Mediagene and its subsidiaries (taken as a whole); provided, that none of the following (or the effect of any of the following) will be taken into account in determining whether a Material Adverse Effect for TNL Mediagene has occurred or will occur:

i.any change in law, regulatory policies, accounting standards or principles (including U.S. GAAP and IFRS) or any guidance relating thereto or interpretation thereof, in each case after the date of the Merger Agreement;

ii.any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets);

iii.any change affecting any of the industries in which TNL Mediagene Group and its subsidiaries operate or the economy as a whole;

iv.any epidemic, pandemic or disease outbreak (including COVID-19 and any COVID-19 measures);

v.the announcement or the execution of the Merger Agreement, the pendency of the Transactions, or the performance of the Merger Agreement, including losses or threatened losses of employees, customers, suppliers, vendors, distributors or others having relationships with TNL Mediagene Group;

vi.any action taken or not taken at the written request of Blue Ocean, or, if reasonably sufficient information is provided to Blue Ocean in advance to determine whether a material adverse effect would reasonably be expected to occur, any action taken or not taken that is consented to in writing by Blue Ocean;

vii.any weather conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire or other natural disaster, act of God or other force majeure event;

viii.geopolitical conditions (including trade wars, tariffs or sanctions), any acts of terrorism or sabotage (including cyberattack), the commencement, continuation or escalation of a conflict, including a war (whether or not declared) or acts of armed hostility, including any material worsening of such matters threatened or existing as of the date in the Merger Agreement and any responses to any such matters;

ix.any failure of TNL Mediagene Group to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates or business plans (provided, however, this clause shall not prevent a determination that any effect underlying such failure has resulted in a Material Adverse Effect to the extent such effect is not otherwise excluded from the definition of Material Adverse Effect in the Merger Agreement);

x.any action taken by Blue Ocean or its affiliates or the identity of Blue Ocean or Sponsor; and

xi.any effect that is cured by TNL Mediagene prior to the Closing; provided, further, that any effect referred to in clauses (i), (ii), (iii), (iv), (vii) or (viii) may be taken into account in determining if a Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on TNL Mediagene Group, taken as a whole, relative to other similarly situated businesses in the industries in which TNL Mediagene Group operate, in which case, to the extent not otherwise excluded pursuant to another clause of this definition in the Merger Agreement, only the incremental disproportionate adverse impact of such effect may be taken into account in determining whether a “Material Adverse Effect” exists or has occurred.

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Under the Merger Agreement, certain representations and warranties of Blue Ocean are qualified in whole or in part by materiality thresholds or a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. In addition, certain representations and warranties of Blue Ocean are qualified in whole or in part by a “SPAC Impairment Effect” standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Merger Agreement, a “SPAC Impairment Effect” with respect to Blue Ocean means an effect or development that is, individually or in the aggregate, reasonably be expected to have a material adverse effect on (i) the business or financial condition of Blue Ocean, (ii) the ability of Blue Ocean to consummate the Transactions or (iii) the ability of Blue Ocean to remain listed as a public company on, and for Blue Ocean Class A Shares and Public Warrants to be listed on, the Nasdaq.

Conditions to Closing

The completion of the Merger is subject to various conditions. There can be no assurance as to whether or when all of the conditions will be satisfied or waived.

The respective obligations of each party to the Merger Agreement to effect the Merger and the other Transactions are subject to the satisfaction at or prior to the Effective Time of the following conditions, any one or more of which may be waived, to the extent permitted by applicable legal requirements, in writing, by all of the parties:

•the absence of any law or governmental order by any governmental authority of competent jurisdiction, enjoining, prohibiting, or making illegal the consummation of the Merger;

•after giving effect to the exercise of the redemptions of the Blue Ocean Class A Shares by Blue Ocean Public Shareholders of such shares, TNL Mediagene having at least $5,000,001 of net tangible assets immediately after the Effective Time;

•receipt of the required approval by the shareholders of Blue Ocean and TNL Mediagene;

•the approval for listing on Nasdaq of the TNL Mediagene Ordinary Shares and the TNL Mediagene Warrants to be issued in connection with the Merger, subject only to official notice of issuance thereof;

•effectiveness of this proxy statement/prospectus in accordance with the provisions of the Securities Act and the absence of any stop order issued by the SEC which remains in effect with respect to this proxy statement/prospectus; and

•the completion of the Recapitalization in accordance with the terms of the Merger Agreement and TNL Mediagene’s organizational documents.

The obligations of TNL Mediagene and Merger Sub to consummate, or cause to be consummated, and effect the Merger and the other Transactions are subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, to the extent permitted by applicable legal requirements, in writing, exclusively by TNL Mediagene:

•the accuracy of the representations and warranties of Blue Ocean (subject to certain materiality standards set forth in the Merger Agreement);

•material compliance by Blue Ocean with its pre-Closing covenants and agreements;

•Blue Ocean’s delivery of a certificate, signed by an authorized director or officer of Blue Ocean and dated as of the Closing Date, certifying that to the knowledge and belief of such director or officer, the conditions set forth in the two immediately preceding bullets points have been satisfied;

•the amount of Minimum Balance Sheet Cash is no less than $20,000,000, which shall equal (i) the amount of cash available in the Trust Account following the extraordinary general meeting of Blue Ocean that approves the Merger and the Transactions, plus (ii) the amounts actually received by TNL Mediagene from any PIPE Investment prior to or substantially concurrently with the Closing, plus

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(iii) the aggregate amount of all cash and cash equivalents of the TNL Mediagene Group determined on a consolidated basis in accordance with IFRS as of immediately prior to the Closing that is in excess of $4,600,000, minus (iv) the amount required to satisfy the Blue Ocean Shareholder Redemption Amount; minus (v) the sum of all unpaid and accrued transaction expenses of TNL Mediagene and Blue Ocean.

•resignation or removal of Blue Ocean’s directors and officers, and Blue Ocean’s delivery of such officers’ and directors’ respective resignation letter (which are in form and substance reasonably satisfactory to TNL Mediagene); and

•the absence of any SPAC Impairment Effect.

The obligations of Blue Ocean to consummate and effect the Merger and the other Transactions shall also be subject to the satisfaction at or prior to the Closing of each of the following conditions, any one or more of which may be waived, to the extent permitted by applicable legal requirements, in writing, exclusively by Blue Ocean:

•the accuracy of the representations and warranties of TNL Mediagene (subject to certain materiality standards set forth in the Merger Agreement);

•material compliance by TNL Mediagene with its pre-Closing covenants and agreements;

•TNL Mediagene’s delivery of a certificate, signed by an authorized director or officer of TNL Mediagene and dated as of the Closing Date, certifying that to the knowledge and belief of such director or officer, the conditions set forth in the two immediately preceding bullets points have been fulfilled; and

•absence of any Material Adverse Effect.

Termination

Mutual Termination Rights:

The Merger Agreement may be terminated:

•by mutual written consent of TNL Mediagene and Blue Ocean;

•by either Blue Ocean or TNL Mediagene if there shall be in effect any law or an order or decree issued by a governmental entity, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting consummation of the Merger, except that the right to so terminate the Merger Agreement will not be available to any party whose breach of the Merger Agreement has been a primary cause of or resulted in such law, order or decree;

•by either Blue Ocean or TNL Mediagene if the closing of the Transactions has not occurred by December7, 2024, except that the right to so terminate the Merger Agreement will not be available to any party whose breach of the Merger Agreement has been a primary cause of or resulted in the failure of the Transactions to occur on or before such date; and

•by either Blue Ocean or TNL Mediagene, if, at Blue Ocean’s or TNL Mediagene’s extraordinary general meeting held to approve the Transactions (including any shareholder meeting following any adjournments or postponement thereof), the Merger Agreement, the Merger, and the other transaction proposals contemplated by the Merger Agreement are not duly adopted by Blue Ocean or TNL Mediagene shareholders by the requisite vote under applicable legal requirements and Blue Ocean’s or TNL Mediagene’s organizational documents.

Additional Termination Rights of Blue Ocean:

The Merger Agreement may be terminated by Blue Ocean if TNL Mediagene or Merger Sub has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Merger Agreement.

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Additional Termination Rights of TNL Mediagene:

The Merger Agreement may be terminated by TNL Mediagene if Blue Ocean has breached any of its covenants or representations and warranties in any material respect and has not cured such breach within the time periods provided for in the Merger Agreement.

Miscellaneous

Enforcement of Agreement

The parties have agreed that each party shall be entitled to enforce specifically the terms and provisions of the Merger Agreement and to immediate injunctive relief to prevent breaches of the Merger Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled under the Merger Agreement and the Ancillary Documents.

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AGREEMENTS ENTERED INTO IN CONNECTION WITH THE MERGER

Sponsor Lock-Up and Support Agreement

In connection and concurrently with the execution of the Merger Agreement, Blue Ocean, Sponsor, Apollo SPAC Fund I, L.P., Apollo Credit Strategies Master Fund Ltd. (Apollo SPAC Fund I, L.P. and Apollo Credit Strategies Master Fund, Ltd., collectively “Apollo”), and certain members of Blue Ocean’s board of directors, management team and advisory board (“Insiders”) and certain other shareholders of Blue Ocean (“Other Investors”) have entered into an amended and restated letter agreement (“Sponsor Lock-Up and Support Agreement”), pursuant to which Sponsor, Apollo and such Insiders and Other Investors agreed, among other things, to vote their Blue Ocean shares in favor of the Blue Ocean Extension Proposal and the adoption of the Merger Agreement and the Transactions, including the Merger, and each other proposal related to the Merger included on the agenda for the meetings of Blue Ocean shareholders relating to the Blue Ocean Extension Proposal and the Merger (as applicable), to appear at such meeting or otherwise cause their shares to be counted as present for purposes of establishing a quorum at such meeting, to vote against any proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, obligation or agreement of Blue Ocean contained in the Merger Agreement or impede the Merger and the other transactions contemplated by the Merger Agreement, not to redeem any of their shares, and to waive their respective anti-dilution rights with respect to their Blue Ocean Class B Shares in connection with the consummation of the Transactions.

Pursuant to the Sponsor Lock-Up and Support Agreement, among other things, each of Sponsor, Apollo, the Insiders and the Other Investors agreed that the TNL Mediagene Ordinary Shares issuable as part of the agreed merger consideration in exchange for the 4,743,750 Blue Ocean Class B Shares owned by Sponsor, Apollo and the Insiders and the Other Investors (such TNL Mediagene Ordinary Shares, the “Earn-Out Shares”) will be issued at the times and subject to the conditions as follows and set forth therein:

•50% of the Earn-Out Shares will be issued upon the first to occur of any of the following after the Closing: (1) a change of control of TNL Mediagene; or (2) the date that is the 18-month anniversary of the Closing; and

•50% of the Earn-Out Shares will be issued upon the first to occur of any of the following after the Closing: (a) a change of control of TNL Mediagene; (b) if revenues reported by TNL Mediagene during any trailing 12-month period equal or exceed $77,500,000 in aggregate (inclusive of any and all acquisitions consummated by TNL Mediagene after the Closing); or (c) the date that is the three-year anniversary of the Closing.

Furthermore, subject to certain customary exceptions, Sponsor, Apollo and each Insider and Other Investor agreed that it will not transfer, to the extent such Earn-Out Shares have been issued, (a) 50% of its Earn-Out Shares until the earlier of (1) one year after the Closing, or (2) (i) if the closing price of TNL Mediagene Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (ii) the date after the Closing on which TNL Mediagene completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of TNL Mediagene’s shareholders having the right to exchange their TNL Mediagene Ordinary Shares for cash, securities or other property, and (b) 50% of its Earn-Out Shares, until two years after the Closing.

In addition, pursuant to the Sponsor Lock-Up and Support Agreement, Sponsor and Apollo agreed to forfeit an aggregate of 750,000 Blue Ocean Private Placement Warrants held by them (in a pro rata amount based on the relative number held by each) at the Closing and not to transfer any Blue Ocean Private Placement Warrant until 30 days after the Closing.

TNL Mediagene Shareholder Lock-Up and Support Agreement

In connection and concurrently with the execution of the Merger Agreement, TNL Mediagene, Blue Ocean and certain shareholders of TNL Mediagene (the “TNL Mediagene Holders”) entered into a lock-up and support agreement (the “TNL Mediagene Shareholder Lock-Up and Support Agreement”), pursuant to which, among other things, the TNL Mediagene Holders agreed: (i) to vote in favor of the TNL Mediagene proposals at the relevant shareholder meetings to be convened by TNL Mediagene in order to seek the TNL Mediagene approvals, and to vote against any competing business combination proposal and any other proposal that would reasonably be expected

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to impede, frustrate or delay the Merger; and (ii) not to transfer, other than to affiliates or other TNL Mediagene Holders, any of such TNL Mediagene Holder’s TNL Mediagene Pre-Split Ordinary Shares until the earlier of 180 days from and after the Closing and the termination of the Merger Agreement in accordance with its terms. In addition, the TNL Mediagene Holders agreed to a covenant prohibiting, subject to certain customary exceptions, the TNL Mediagene Holders from selling, transferring or otherwise disposing of any TNL Mediagene Ordinary Shares and TNL Mediagene options to purchase any TNL Mediagene Ordinary Shares held by such TNL Mediagene Holders immediately after the Closing until the earlier of 180 days from and after the Closing and the termination of the Merger Agreement in accordance with its terms.

Registration Rights Agreement

Upon consummation of the Merger, Blue Ocean, TNL Mediagene, Sponsor, and certain existing shareholders of Blue Ocean and TNL Mediagene will enter into a registration rights agreement (the “Registration Rights Agreement”) containing customary registration rights for Sponsor and other shareholders of Blue Ocean and TNL Mediagene. Pursuant to the Registration Rights Agreement, holders of registrable securities of TNL Mediagene will be entitled to make up to three demands that TNL Mediagene register such securities and an additional two demands that TNL Mediagene register the Earn-Out Shares. In addition, holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of the Merger. The Registration Rights Agreement also provides that TNL Mediagene will pay certain expenses related to such registrations and indemnify securityholders against certain liabilities. The rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties thereto with respect to TNL Mediagene or Blue Ocean’s securities, and all such prior agreements shall be terminated.

Amended and Restated Warrant Agreement

Immediately prior to the Closing, Blue Ocean, TNL Mediagene and Continental will enter into an assignment, assumption and amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”), pursuant to which Blue Ocean will assign to TNL Mediagene all of its rights, interests, and obligations in and under the Warrant Agreement, dated December 2, 2021, by and between Blue Ocean and Continental, and the terms and conditions of such Warrant Agreement will be amended and restated to, among other things, reflect the assumption of Public Warrants and Blue Ocean Private Placement Warrants by TNL Mediagene.

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TNL MEDIAGENE’S BUSINESS

The following discussion reflects the business of TNL Mediagene as a combined entity. In this section, “we,” “us” and “our” generally refer to TNL Mediagene, a Cayman Islands exempted company, together as a group with its subsidiaries.

Overview

We are Asia’s next-generation media company built around a portfolio of diverse and trusted digital media brands and a suite of AI-powered advertising and data analytics solutions. With data at our core, we operate media, technology and digital studio businesses primarily in Japan and Taiwan, with a vision to expand into other key East and Southeast Asian markets outside of mainland China. Through our trusted digital media brands, AI-powered advertising and data analytics technology and digital studio solutions, we aim to provide multinational clients with unmatched opportunities to contextually reach and engage with Millennial and Gen Z audiences across the East and Southeast Asian region, one of the largest and most attractive audience segments in the world.

Media and Branded Content.As an independent digital media publisher, we are committed to being a “trusted voice in Asia for a better future” for Millennial and Gen Z audiences in Japan, Taiwan and throughout the East and, ultimately, Southeast Asia region and to inspire and enliven what the most online and connected generations watch, read, hear and buy, now and in the future. For the three months ended February 29, 2024, our 22 digital media brands across five content categories, news and business, B2B media, technology, lifestyle and food, and sports and entertainment, have reached over 40 million average monthly unique users, or MUU, in three languages, Japanese, Chinese and English, with over 175 million average monthly digital footprints across websites, social-media platforms and mobile apps. Our digital media portfolio includes not only regional editions of globally recognized brands, but also independent, market-leading digital media brands developed in-house. The implementation of AI translation technology allows us to widen our reach across different countries, languages, media brands and platforms, and to adapt and rapidly cross-pollinate content from one country, language, media brand or platform to another, reaching audiences wherever they live, whatever languages they speak and whatever platform they use across our own digital media brands. Through our digital media brands, we build trust and engagement with our Millennial and Gen Z audiences, allowing us to deliver highly targeted and effective advertising for our clients outside traditional social-media and content platforms.

Technology.Our data analytics and AI-powered technology gives us deep insight into the content consumption and engagement behaviors of our users and enables us to optimize audience monetization by creating and delivering captivating and high-quality content and deep two-way connections with our audience, particularly among members of the Millennial and Gen Z generations. Our 22 trusted digital media brands cover diverse

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categories, offering high engagement with the growing and affluent digital-native generations primarily in Japan and Taiwan, and deliver high-quality advertisement performance in the digital advertising and growing retail media spaces. We have represented over 850 regional and global advertising clients across diverse industries, including multinational companies and government agencies. We provide our clients with a one-stop access point for their digital advertising and marketing needs, allowing them to connect and engage with audiences primarily in Japan and Taiwan and, ultimately, across the Southeast Asia region. We believe our growing zero- and first-party data will help provide our advertising clients with greater return on advertising spend, measurable monetization opportunities and competitive advantages through personalized advertising, content marketing, retail media and integrated marketing and live event solutions.

Digital Studio.Our integrated digital studios, agencies and market research teams provide a comprehensive suite of strategic, creative design, research and communication services that help our clients reach and engage their target audiences and build communities for their brands. Ranging from campaign planning, communication strategy, marketing content creation, and event planning to digital agency services with social media strategy, influencer recruiting, and UX/UI design, our integrated digital studio, agency and market research solutions help our clients formulate and deliver key messages to their target audiences both online and offline and enables us to build long-term relationships with our B2C and B2B clients through multi-year projects. We believe the combination of our integrated digital studio, agency and market research capabilities and access to our Millennial and Gen Z audiences in Japan and Taiwan, with a vision to expand into other key East and Southeast Asian markets, gives us advantages over our competition.

Our History and Vision

Our predecessor companies, TNL and Mediagene, focused on organic growth since their respective foundings while making strategic acquisitions, having successfully completed and integrated nine acquisitions. TNL and Mediagene started out as independent digital media companies in Taiwan in 2013 and in Japan in 1998, respectively, and continued to grow both organically and inorganically. As their portfolio of digital media brands grew, so did their audience and first-party data. The digital media and advertising industry matured and the competition for advertising spend intensified. In 2015, Mediagene launched its integrated digital marketing solutions brand, Infobahn, and started developing its client base in online and offline retail spaces. As the digital media and advertising industry came to dominate media and advertising, the competition for advertising spend intensified further, moving away from brand advertising based on impressions to performance advertising based on clicks or purchases. TNL collects actionable information directly from its users’ input, such as survey responses and account configurations, so-called “zero-party” data, and directly from its users’ behaviors on its branded websites, so-called “first-party” data. In order to fully utilize the potential of zero- and first-party data from its predominantly Millennial and Gen Z audiences, TNL acquired and integrated a data analytics and advertising technology company, Ad2, in 2020 and started developing a host of data analytics and advertising products and services utilizing AI-powered data analytics of zero- and first-party data from its vibrant and growing audience.

Merger with Mediagene

TNL Mediagene was formed in May 2023 by the merger of TNL and Mediagene. Mediagene publishes well-known and trusted digital media brands, such as ROOMIE and MASHING UP, as well as Japanese editions of global digital media brands, including Gizmodo Japan, Lifehacker Japan and Business Insider Japan, and also provides integrated digital studio, agency and marketing solutions. TNL owns several popular digital media brands in Taiwan, including The News Lens, iCook, and Sports Vision, and also operates AI-powered data analytics and advertising technology and market research assets. As a combined company, we have established executive offices in Tokyo and Taipei, with our management distributed between Japan and Taiwan. With regional teams delivering our portfolio of services across our operating region, our revenue is split almost evenly between our Japan and Taiwan operations. We plan to expand further into new regions to expand and diversify our revenue streams.

As Asia’s next-generation media company built around a portfolio of diverse and trusted digital media brands and a suite of AI-powered advertising and data analytics solutions, we have built upon the respective strengths of our predecessors and have created synergies between the unique capabilities of both companies. Each has brought unique capabilities to the combined company — TNL’s data analytics, advertising technologies

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and direct-to-client advertising sales platform and Mediagene’s portfolio of iconic digital media brands in the larger Japanese market, innovative content marketing, integrated marketing, live events, and retail media capabilities — while maintaining our shared core values and focus on high-quality independent digital media publishing. Our combined innovative publishing and creative teams have a long track record of creating and licensing new, sustainable brands, as illustrated in the timeline graphic below. With our strong foundation in digital media, we have prioritized collecting more and better data, developing more data-focused services and products, delivering performance advertising that gives our clients higher return on advertising spending, and achieving audience growth by strengthening our audience share in our existing content categories, expanding into new content categories and growing into new geographic markets. Together, we intend to leverage our strengths and synergies to build TNL Mediagene into the most dynamic and innovative media, technology and digital studio company in Asia.

Our Strengths

We are Asia’s next-generation media company that operates a highly differentiated combination of (i) digital media and branded content business through our 22 trusted and independent digital media brands with prominently Millennial and Gen Z audiences, (ii) technology business through our proprietary data analytics and advertising technology products and services powered by AI and our zero- and first-party audience data, and (iii) digital studio business through our integrated digital studio, agency and market research solutions. We believe the digital media industry is at an inflection point where the traditional business model of focusing on audience growth and mass reach is being phased out. Data analytics and advertising technology that require high-quality audience data are taking the center stage as advertising clients are moving away from brand awareness based on mere ad impressions, or the number of users an ad appears to, and are seeking performance advertising that is based on return on their advertising spend (“ROAS”) and retail media, or marketing to interested customers who are already near the point of making a purchase decision. We believe our combination of businesses allows us to provide clients with a one-stop access point for their digital advertising and marketing needs and gives us an advantage over our competitors, who remain fragmented in their capabilities and occupy limited spaces in this fast-changing digital advertising and marketing ecosystem.

•22 independent digital media brands reaching Millennial and Gen Z audiences.    For the three months ended February29, 2024, we reached an audience of over 40 million average MUU and over 175 million average monthly digital footprints across a diverse portfolio of 22 independent digital media brands with an attractive young and affluent consumer demographic primarily in two of Asia’s most affluent markets, Japan and Taiwan. In terms of MUU, based on data by Semrush Holdings, Inc. and us, we outrank major media outlets in the East Asia and Southeast Asia region, including Nikkei and Asahi in Japan, United Daily News and Liberty Times in Taiwan and South China Morning Post in Hong Kong, and are comparable to major media outlets in the United States, including CBNC,

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The Washington Post and Time. Our audience’s demographic profile is prominently Millennial and Gen Z, making up approximately 57% of our audience as of February29, 2024. Our audience is located across Japan (approximately 50%), Taiwan (approximately 34%), the United States (approximately 6%) and Hong Kong, Southeast Asia, and other areas (approximately 10%). We believe our highly differentiated digital media brands and their captivating content delivered in original formats keep our audience engaged and growing.

•Proprietary high-quality zero- and first-party data in the cookieless era.    Our robust and growing portfolio of category-leading digital media brands provide us with valuable proprietary first-party audience data, which can continue to support our data analytics and advertising technology products and services without dependence on tracking cookies. As regulatory scrutiny on privacy intensifies and browsers on PCs and mobile devices increasingly impede their use, tracking cookies, formerly the mainstay of audience data collection by advertising and marketing companies, are declining in utility. Unlike those companies in the digital advertising and marketing industry that do not own or operate their own media brands, our robust and growing portfolio of category-leading digital media brands provides us with valuable first-party audience data, which can continue to support our data analytics and advertising technology products and services without dependence on tracking cookies. In addition, we collect zero-party data, through our TNL Research and ShareParty brands. As this data is collected openly with audience consent and provides direct insight into audience preferences, zero-party data has the potential to deliver the most precise audience preference information available with minimal regulatory risk. In an environment where access to quality consumer data is increasingly restricted, our zero- and first-party data resources allow advertising clients to gain actionable consumer insights and target potential customers with the high precision without the increasing regulatory and technical barriers in the new “cookieless era” of advertising.

•Diversified client base of over 850 clients including multinational companies and government agencies.    As of February29, 2024, we have worked with over 850 clients, including multinational companies and their regional/national operations in Japan and Taiwan as well as government agencies. Our client base is diversified across various industries, ranging from automobiles (e.g., Toyota and Honda), consumer electronics (Sony, BenQ and Panasonic), cosmetics (Shiseido, LION and POLA) and financial services (Allianz, Deloitte and Daiwa) to IT (Adobe and NTT Docomo). Many of our corporate engagements last three to five years in duration, which allows us to build strong relationships with the key stakeholders at each client. This continuity provides opportunities for up-selling and cross-selling of our other products and services. As we continue to expand, we are continuing to develop our up-sell and cross-sell potential as we collect more zero- and first-party data and develop more data-based products and services for the digital advertising and marketing needs of our clients.

•Proven track record of growth.    We have produced consistent revenue growth organically, which has been enhanced by our success in completing and integrating nine acquisitions, retaining all of the founders in all nine acquisitions. We believe our track record of growth provides a blueprint for our growth acceleration, synergy realization and talent retention going forward. Throughout our history, we have strived to balance growth with a small capital footprint, careful cost management and monetization rather than simply scale in audience size without a plan for profitability.

Our Market Opportunity and Industry

Based on U.S. Census Bureau 2024 estimates, Pew Research demographic data for 2022 and advertising spend data for 2022 by Statista GmbH, we estimate that our serviceable addressable market (“SAM”), calculated as a product of average advertising spend per capita (calculated as equal distribution of advertising spend across population) and size of the Millennial and Gen Z audiences in each market, in Japan and Taiwan was approximately $21 billion in advertising spend in 2022. When additional markets in East and Southeast Asia, which we are currently targeting for geographical expansion, are added, we estimate that our SAM was over $61 billion in 2022.

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Our vision is to be the most dynamic and innovative media, technology and digital studio company in Asia, providing end-to-end digital media, advertising and marketing solutions backed by our proprietary audience data and AI-powered data analytics and technology to our clients.

The current digital media and advertising ecosystem in Japan, Taiwan and the rest of East and Southeast Asia remains highly fragmented compared to North America, with different service provider groups typically performing one or a limited subset of specialized and traditional roles. Digital media publishers tend to remain primarily as content producers residing in their own content themes, or “verticals,” and rely on a more traditional model of advertisement inventory and programmatic sale for their revenue. Advertisement inventory is generally bought in bulk by advertisement agencies. Advertisement agencies create and design advertisement content and execute advertisement campaigns for their clients, packaging inventory with data analytics and market research services and products purchased from third-party data analytics companies. Data analytics and market research companies remain largely as third-party service providers, providing analytics and research products and services for a fee. However, several parallel key trends are now revolutionizing this fragmented digital media and advertising ecosystem.

•Shift from Brand Advertising to Performance Advertising.    Advertising clients are moving away from brand advertising based on exposures, primarily based on impressions and are seeking performance advertising that deliver actual purchases, primarily based on ROAS. Unlike brand advertising where the goal is to drive brand awareness and favorability among as many potential consumers as possible by leading them to think or feel something new about a brand, the goal of performance advertising is to convert existing consumers to actual purchases and drive ROAS by reminding them of positive things that they already know about a brand. We believe this shift makes the ability to accurately target users based on their preferences a key factor in capturing advertising spend.

•Shift from Display Advertising to Content Marketing.    Display advertising has long been thought of as the easiest and most effective way to reach consumers by pushing out information, often in small fragments. Display advertisements can be text ads, digital banners or videos, and they appear in distinct sections on a website that are typically reserved for paid advertisements. Billions of dollars are spent every year on display advertising, but that number is decreasing as marketers are spending more of their budgets on developing content marketing strategies and building communities around quality content. Content marketing can take the shape of anything from blogs, articles, reviews, e-books, graphics and videos. The goal is to create a value exchange with the audience by providing rich content experiences that focus less on an advertiser’s brand or product and more on creating a true value exchange for the audience, even leading the audience to generate additional content for the brand or product. By allowing the audience to socialize with the brand and likeminded peers, share their opinions and, in some cases, become content experts themselves, it becomes mutually beneficial. We believe that content marketing,

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in the form of trustworthy information about products and services from sources potential customers see as reliable, is an increasingly critical means of communications with consumers, especially those who distrust overt advertisements in the digital space.

•Cookieless Era and Importance of Zero- and First-Party Data.    The digital advertising industry has been reliant for many years on the use of cookies, files with small pieces of data placed on a user’s computer to serve as an identifier or store user preferences, to obtain various user data. Cookies are a convenient way to track users across multiple sites for data collection and advertising and have been extensively used for this purpose. Recently, however, the use of cookies, especially “third-party” cookies (those placed on a user’s computer by advertisements or another source other than the main website or webpage the user is viewing) has become controversial on privacy and malware grounds. As of February29, 2024, the makers of most major browsers and mobile devices configure, or will soon configure, their products to block or delete third-party cookies automatically. For the digital media industry, the new “cookieless era” represents a challenge as well as an opportunity. Without the use of third-party cookies, we believe industry players without alternative means to collect data or target users will struggle to compete. On the other hand, we believe that industry players who can collect data as a zero or first party directly from a body of users who interact with their content and products, i.e., without the use of third-party cookies, will enjoy a substantial competitive advantage.

•Rise of Retail Media.    The rise of e-commerce disrupted the business model of brick-and-mortar retail stores, triggering crisis for some, and successful adaptation for others. Major offline retailers increasingly seek to engage with digital marketing and data analytics to better understand customer preferences and draw shoppers to their stores. At the same time, the digital advertising industry is seeking new sources of data, especially data that can connect customers’ preferences to their actual purchase behavior. These mutual needs have led to a growing trend for partnerships between brick-and-mortar retail and digital advertising: retail media. In a typical collaboration, offline retailers and digital advertising and data analytics groups conclude data exchange agreements, swapping retailers’ loyalty card and purchase data for digital user profiling data, and the parties work together to create content marketing highlighting the retailer’s in-store products and offering links to coupons that encourage customers to visit the physical store. We believe that retail media creates substantial opportunities in the digital media and advertising industry. In particular, we believe that players with high-quality proprietary data assets and content marketing expertise will be sought out as retail media partners, while those without these assets will be at a growing disadvantage.

We believe we are at the next inflection point in this fragmented digital media and advertising industry. Third-party cookies and other means of obtaining relatively free collection of third-party data are in decline, limiting the source of data necessary for many data analytics and market research companies. Digital media publishers face increasing costs for audience acquisition and decreasing revenue from traditional advertisement inventory sales, and many do not have the requisite technological capabilities to monetize their data. Advertising clients are moving away from brand awareness based on mere ad impressions, or the number of users an ad appears to, and are seeking performance advertising that is based on ROAS, increasingly looking to reach their target audiences in the digital space outside the major search engines and social media platforms such as Google, YouTube, Facebook and TikTok. As the accuracy and availability of third-party data continues to decline, other data sources will become relevant. In particular, we believe that first-party data will be more valuable than ever in this environment, and we are ideally positioned in terms of our media content, data and technology, to take advantage of this changing landscape. Especially when used in combination with first-party data, we also believe that direct interaction with users to collect zero-party data offers key accuracy, specificity, and privacy compliance advantages for data in the new third-party-cookieless digital media and advertising ecosystem. We anticipate new growth opportunities driven by rapid expansion and innovation in the zero-party data space. We are an integrated media, technology and digital studio company that has the requisite technology to provide AI-powered data analytics, advertising and marketing solutions. Our solutions are enabled by our growing zero-party and first-party data from the engaged audiences of our category-leading digital media brands, with an emphasis on the growing retail media space, all with minimal dependence on the existing major search engines and social media platforms. With careful attention to compliance and user consent, we collect and integrate zero-party data from direct user surveys and first-party data from cookieless behavior tracking as well as second-party data from our partners to deliver high-performance marketing while respecting users’ privacy.

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Our Growth Strategy

We have built our growth strategy on the following six core components:

•Invest in Sophisticated Data Assets.    We are focused on expanding the types and quality of data that our AI-powered data analytics tools process for users we profile. Our goal is to record and analyze as many aspects of our users’ preferences and behaviors as they permit, and within applicable legal rules, to link what they read, see, hear and like to what they actually buy. To do this we are:

•Deploying AI and cookieless tracking technology to track the browsing and purchase behaviors of users across all our digital media brands and in-house e-commerce platforms as well as e-commerce and retail partners;

•Collecting retail purchase behavior data from clients and e-commerce and retail partners to calibrate our first-party media preference data with such second-party data on purchase behaviors;

•Augmenting our first-party data we collect with zero-party consumer surveys and device tracking with user consent through our ShareParty and TNL Research products and services; and

•Expanding membership-based service offerings among our digital media brands to further enhance our zero-party data collection capabilities.

We believe that this deeper data will help us deliver more accurate and predictive marketing insights into users’ preferences and profiles and boost our client ROAS.

•Increase User Engagement.    We use the same first-party audience data from our digital media brands that we use to track user behaviors and estimate their preferences for research and ad targeting purposes to tailor and create interactive content for our digital media brands’ users, leading to increased audience engagement and long-term viewership or “stickiness” of our digital media content. More interaction by users with our content over time gives more data on user behaviors, enabling us to better estimate our audience’s preferences, setting up a virtuous cycle that enables us to create content better tailored to our users’ preferences, continue to encourage stickiness, generate more opportunities to display advertisements and content marketing, and provide higher ROAS performance to our clients.

•Consolidate Position in Existing Media Categories.Using market insights from our first- and zero-party data analytics, we are also exploring options to expand our existing digital media brands’ coverage into new categories, especially when we believe there is a significant overlap or affinity between the preferences of audiences. Leveraging the viewership of our existing brands’ audience, such expansion can boost digital footprints and engagement while attracting new MUU. Where appropriate, we also intend to expand our coverage through acquisitions of new digital media brands in target content categories in our existing market. By expanding into new categories, we can provide our clients with not only a bigger audience, but also more actionable sights from higher quality zero- and first-party data. We will be able to also explore opportunities to cross-sell or up-sell our existing services and products, including innovative technology and data-based products and services for advertising and marketing.

•Expand into New Geographies.    We intend to broaden our geographical reach and increase our audience by bringing our existing digital media brands to and acquiring new digital media brands in new geographical markets, especially in Southeast Asia. We are consistently evaluating and considering acquisition opportunities throughout the East and Southeast Asia region, excluding mainland China. Our focus is on established digital media companies with robust audiences and new regional or global media brands that can be integrated into our existing proprietary technology platform and portfolio and can provide us access to audience data from new geographies, creating monetization opportunities from existing and new clients across more brands and geographical markets. By growing into new geographies, we aim to increase our profitability by generating more MUU, digital footprints and high quality first-party data and expanding our client base in new geographical markets.

•Deliver Market-Leading ROAS.    Advertising clients are no longer satisfied just with getting their message out to a mass audience; they demand precise targeting, measurable performance, and high ROAS. Our attention-grabbing advertisements and data-driven ad targeting already produce exceptional

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results for our clients. Going forward, we believe that our high-quality data and engagement offerings and our efforts to consolidate and expand our positions in new brands and content categories and geographies while maintaining our investments in content creation and AI-powered data analytics will enable our clients to benefit from a stronger and more precise level of engagement with their audiences and thus will lead to higher ROAS for our clients and growing wallet share for ourselves.

•Expand Client Base.    As we invest in data assets, user engagement, geographical reach, category coverage and client ROAS return, we are working to grow our client base across the East and Southeast Asia region. As an integrated media, technology and digital studio company that provides end-to-end digital media, advertising and marketing solutions backed by our proprietary audience data and AI-powered data analytics and technology, we can leverage the relationships we develop with clients who initially approach us for a subset of our services to up-sell and cross-sell our full range of services, and attract referrals from traditional advertising agencies who rely on us to provide one service to their clients and that lack our breadth of expertise in digital media solutions. As our user base expands into new categories and geographies, we also look forward to developing new client relationships as we enjoy the opportunity to demonstrate our comprehensive portfolio of data-driven digital media solutions to new potential clients. Moreover, as we continue to expand and collect more zero- and first-party data, we will develop more data-based products and services for marketing and digital transformation needs of our clients, allowing us to further up-sell and cross-sell our data-based products and services and helping drive further business opportunities from both existing and new potential clients.

Our Three Interconnected Business Units

Media and Branded Content Business

Our media and branded content business provides trusted digital content in Japanese, Chinese and English across 22 category-leading digital media brands across five content categories to an engaged audience of over 40 million average MUU, centered on the Millennial and Gen Z audiences. We distribute our high-quality news, business, technology, sports, entertainment and lifestyle coverage under regional brands such as The News Lens, ROOMIE, iCook, MASHING UP, Cool3c and Sports Vision, as well as regional editions of globally recognized brands such as Business Insider, Gizmodo and Lifehacker. Our well-established independent editorial team ensures we are a trusted voice and provide reliable content for our audience. Our content is built on the foundational principles of quality, originality, and political independence. These principles permeate our editorial workflow, and we believe they are key to attracting and retaining the loyal readership whom we rely on to generate the high-quality first-party data that drives the rest of our businesses.

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We strive to increase brand awareness, unique users, page and video views, and digital footprints from social media platforms. Our strong digital media brands and content generation ability allow deeper data engagement with our audience and provide both brand and performance advertising to our clients. We translate our content into multiple languages, countries, media brands, and platforms and transfer our knowledge, technology, and business schemes into other East and Southeast Asian countries to attain business growth.

Included in our media and branded content business are the revenue categories below:

•Advertising.    Our advertising business sells advertisement space and targeted digital advertising services supported by our suite of proprietary technologies, providing our advertising clients with targeted access to engaged Millennial and Gen Z audiences.

•Sponsored Content.    Our sponsored content business creates branded reviews, advertorials and other content drafted to meet the business requirements of our advertising clients, as well as content commerce services, i.e., the creation and deployment of promotional content that tells a brand’s story while providing our advertising clients’ potential customers with direct links to purchase the products being introduced. Based on our strong digital media brands, we have successfully sold products through our corporate sponsored content to our Millennial and Gen Z audiences. Focusing on lifestyle media, such as Gizmodo Japan, iCook, and ROOMIE, we perform content data analysis and understand which key attributes, such as wording choices, display placements, and other factors lead to sales success. This data analysis helps us provide optimal content marketing that maximizes the sales results of our clients.

•Subscriptions.    Our recognized high-quality coverage and large, engaged audience gives us the opportunity to monetize select digital media brands directly through subscriptions, providing our most dedicated users with access to premium subscriber-only content. Subscriptions provide us not only with revenue, but also with an additional source of zero-party user profile and preference data, collected in strict compliance with GDPR and relevant Japanese, Taiwanese and other regional privacy regulations.

•Events.    We plan and organize live offline events, including promotional functions for advertising clients and workshops, conferences, awards and lectures co-branded with our digital media brands, as well as original event series such as Mashing Up, a conference series that picks up and discusses social issues from diverse perspectives, crossing genders, ages, nationalities and industries to create new dialogues and new businesses.

While continuing to generate revenue directly, we expect our media and content business to continue to grow in both content breadth and audience reach and provide our main source of the high-quality zero-party and first-party audience data that drives our business as a whole.

Technology Business

At the heart of our technology business is a suite of proprietary technologies that support the core data gathering and analysis functions that direct our media, data analytics services, advertising and marketing products and services, as well as creative tools that facilitate our content production and digital studio products and services. Some of our key technologies include:

•Content Management System.    Our content management system was developed to speed the process of creating and managing multi-media digital content across our digital media brands. Our content management system can assess and optimize the performance of each piece of content to improve audience reach and engagement.

•Content Engagement Platform.    Our content engagement platform is a data management and analysis tool used to facilitate the storage, processing, viewing, and filtering of zero-, first- and second-party data across data types and sources. Fed with data from our user data tracking solutions, our platform uses AI algorithmic techniques to identify unique users, infer their interests and demographics, and create highly predictive audience profiles.

•Advertising Network.    Our owned mobile network for serving advertisements on our digital media brands and contracted media partners in the Taiwan market. Directed by our data analytics, our advertising network can reach an estimated a significant majority of mobile internet users in Taiwan, while providing substantially more ad impressions per dollar of ad spend for our clients than crowded programmatic ad networks.

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•Creative Content Application.    Our in-house advertisement creation solution facilitates no-code design and deployment of highly visible advertisements. Seamlessly integrated into our owned advertising network to speed deployment, our Creative Content Application facilitates creation of ads that feature animation and eye-catching interactive features and promote curiosity, interest and click-throughs. This allows our clients’ advertisements to stand out from others and increases brand performance while allowing faster speed-to-market for our clients.

•Zero-Party Data Application.    Our zero-party data application obtains real-time zero-party data through personal smartphone devices with users’ consent and in strict compliance with GDPR and relevant Japanese, Taiwanese and other privacy regulations. Zero-party data provides an unrivaled degree of direct insight into consumers’ preferences without requiring inferences from behavior observations, and can provide information at a level of detail that other forms of user data cannot match, while complying with even the strictest privacy regulations. By seamlessly feeding data from our zero-party data application into our content engagement platform, we are able to leverage this resource to develop more accurate, actionable audience profiles.

These technologies enable our media and branded content and digital studio businesses, and provide revenue in the categories listed below:

•Retail Media.    Our proprietary technologies, as well as our own in-house expertise in sponsored content creation and content commerce gives us advantages in the market for retail media, or marketing to interested customers who are already near the point of making a purchase decision, where content commerce strategies have an edge. The market for retail media is growing rapidly globally, making up more than 15% of the global digital ad market for 2023 based on our internal analysis and estimate. We have been actively participating in this fast-growing market, where weutilize our technology assets to generate optimal promotional content that maximizes advertising performance and provides our clients with more efficient advertising returns. Using our zero- and first-party data resources, we are able to guide our retail marketing activities, optimize retail media advertising performance for our clients and provide various value-added services.Our engaged audience combined with our capacity to deliver data-driven insights, precise audience targeting, in-house e-commerce capability and partnerships with outside e-commerce platforms has given us advantages in winning retail media advertising budgets.

•AdTech.    Our proprietary technologies allow us to offer various advertisement technology, or AdTech, services to our advertising clients, including demand-side-platform services to automate bidding and deployment of advertisements on our digital media brands and select third-party partner sites through our owned ad network.

•CDP/Data Licensing.    Powered by our proprietary data analytics technology assets, we provide audience or customer data platform services to clients to facilitate collection and processing of their audience or customer data and assist with developing audience or customer profiles and other data analytics and research services. By licensing access to our accumulated data through our platform, we also directly monetize the products of our proprietary data analytics technology.

•E-Commerce.    To further unlock the fast-growing retail media market, we have built our own e-commerce platforms to help our clients to sell their products on our e-commerce platforms, creating synergy with our retail media business. Additionally, for a number of our digital media brands, we also operate co-branded e-commerce experiences selling a curated selection of items to our readers, as well as developing our own in-house developed products, and have partnered with well-known external e-commerce and crowdfunding platforms, generating additional fee income from such partnerships.

As we continue to invest in our technology assets, we also continue to invest in new sources of data. We plan to obtain second-party data by entering into data exchange agreements with unaffiliated service providers, add purchase behavior data of users of e-commerce platforms and other retailers to our existing data, and generate actionable user purchase preference insights for our clients. We believe that retail media and related data are only the tip of a data iceberg, and that the banking, insurance, and other consumer service markets offer vast and untapped possibility for mutually beneficial second-party data exchanges enabling us to deliver more personalized advertising services and better performing content commerce and marketing solutions to our clients. In the cookieless era, we are preparing to better integrate our combined zero- and first-party data, commerce purchase and other second-party data, and research and survey data so that we can take a leadership position in this market. Our technology and data expertise will not only be used in Japan and Taiwan but will also expand into new markets.

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Digital Studio Business

Our digital studio business integrates marketing strategy, creative design and market research services to offer a comprehensive suite of services that help brands build community, reach, and engage their audiences, providing us with the revenue categories listed below:

•Marketing Strategy.    We utilize our experience in media operations and branded content creation to develop and implement communications strategies for clients as a full service ad agency, including campaign strategy, display advertising, and digital agency services including social media strategy and influencer recruiting.

•Creative and Design.    Our digital studio business offers extensive creative and design services including for web, graphics, and video as well as innovation development support, user interface, user experience and product design.

•Market Research.    Leveraging the power of our proprietary audience data and data analytics technologies, we can deliver precise, actionable consumer preference insights to direct product development and marketing in the growing East and Southeast Asia markets.

We usually enter long-term contracts with our clients in our digital studio business, providing on-going support throughout each project. These are typically significant projects in size and scope and generate consistent revenue with relative stability. Our long track record with our prestigious client base allows us to up-sell and cross-sell our other services and helps drive further business opportunities for us, including new data-based products and services and services to assist companies with their digital transformation initiatives. Furthermore, as we position ourselves as a next-generation digital media solutions company backed with combined media, technology and agency capabilities, we receive active referrals not only from existing clients, but also from other traditional agencies that lack our breadth of expertise in digital media solutions.

Our Advertising Clients and Partners

We offer a unique value proposition to our advertising clients and partners looking to reach Millennial and Gen Z audiences in Japan, Taiwan and East and Southeast Asia. Our blue-chip advertising client and partner base relies on our ability to deliver advertising placements across diverse content and audience categories, while also making available creative and content management support, AI-powered customer data collection and analysis, research, e-commerce and event support, and marketing agency services targeting consumer demographics. Our largest Japanese clients include a domestic food company, a multinational software company and a multinational technology manufacturer. Our largest Taiwanese clients include a global advertising agency, a domestic cable television network and a domestic power utility company.

Our advertising client and partner base has a significant concentration of revenues around particular clients and partners, with our top ten direct advertising clients and partners making up 25.8% of our total revenue for the year ended December 31, 2023.

Our Audience and Digital Media Brands

Our Audience

Based on U.S. Census Bureau 2024 estimates and Pew Research demographic data for 2022, we estimate that our target Millennial and Gen Z audiences across the East and Southeast Asia region, excluding mainland China, and among Asian Americans number approximately 1.2 billion, with SAM of over $61 billion. Millennial and Gen Z audiences demand high-quality and trusted content that resonates with their curiosity, tech-savvy, global interests and ambitious lifestyle aspirations, delivered in the digital spaces they grew up in. We believe that our digital media brands, targeted to the key news and business, B2B media, technology, lifestyle and food, and sports and entertainment verticals, are well positioned to engage audiences across East and Southeast Asia in English and local languages such as Japanese and Chinese.

We measure our audience’s size and engagement with our content by way of “MUU” and “digital footprint” metrics. MUU calculates how many unique devices or users interact with our content on websites and applicable social media platforms over a given month based on Google Analytics, filtering out multiple views, interactions

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or sessions by the same identifier. The more inclusive “digital footprint” metric measures the number of times our content has been accessed by any device or user, including page and video views and social media interactions, filtering out those with shorter duration of access for accuracy. For more details of our key operating metrics, see the discussion under the caption “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Operating Metrics.” Based on the most recent available data sourced from Google Analytics for our branded websites and Semrush Holdings, Inc. for other media, for the three months ended February 29, 2024, our trusted and independent content brings over 40 million average MUU and over 175 million average monthly digital footprints to our websites, social media and mobile apps, including millions of subscribers on Facebook, Instagram, YouTube, X and other key social media platforms. According to our internal estimates based on available data from Google Analytics, as of February 29, 2024, approximately 57% of our audience was between 18-44 years old and well-balanced between male and female users, with 55% of our viewers identifying as female and 45% identifying as male. As of February 29, 2024, the majority of our audience was located in Japan (approximately 50%) and Taiwan (approximately 34%), the locations of our principal places of business, with significant percentages in the United States (approximately 6%), Hong Kong (approximately 3%), the rest of Southeast Asia (approximately 1%) and the other areas (approximately 6%), including Canada, the United Kingdom and Australia, as summarized in the graphic below.

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Our Digital Media Brands

As publishers, our core mission is to deliver creative and information-rich content across various domains, including news and business, B2B media, technology, and lifestyle and food and sports and entertainment. We take pride in maintaining independence and a politically neutral stance in our content, catering to a diverse audience without bias. Through organic growth and six media brand acquisitions since 2018, we have built a portfolio of 22 digital media brands that reached an audience of over 40 million average MUU for the three months ended February 29, 2024, concentrated in Millennial and Gen Z audiences in Japan and Taiwan.

Our digital media brands also deliver a wide range of digital media solutions, including content marketing for clients in the form of reviews, articles, and advertorials, in content categories that give us and our clients access to digital native Millennial and Gen Z audiences across a wide area of interests: independent media focused on the business and tech world under our News and Business category, specialist news for business professionals under our B2B Media category, information related to the tech world and consumer electronics under our Technology category, promotional lifestyle media targeted at luxury consumers under our Lifestyle and Food category and sports, movies, and TV coverage under our Sports and Entertainment category. Our main digital media brands include:

News and Business

•The News Lens, one of TNL Mediagene’s core digital media brands and an independent news site providing insightful content, in-depth features, original investigations and infographics that highlight multiple perspectives on news stories related to Taiwan, Hong Kong, Japan, and Southeast Asia.

•Business Insider Japan, a Japan edition of Business Insider, a news site focused on developments inside and outside Japan in business, finance, politics, and technology.

•Business Yee, a specialized Chinese-language business news site.

B2B Media

•DIGIDAY JAPAN, a Japan edition of DIGIDAY, a specialist publication bringing Japanese and international digital marketing news from the perspectives of brands, platforms, and ad agencies.

•MASHING UP, a Japan-focused conference and event series exploring social issues and solutions from the perspectives of diversity, inclusion and sustainability.

•Modern Retail, a sister site of DIGIDAY Japan focused on retail marketing.

•GLOSSY JAPAN, a sister site of DIGIDAY JAPAN focused on the future of the beauty and fashion industry.

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Technology

•Gizmodo Japan, a Japan edition of Gizmodo, an iconic weblog site which publishes news, reviews, and buying guides of latest technology and consumer gadgets, and its associated sites Lifehacker Japan and Giz Yatai, an e-commerce site selling Giz Yatai-branded small-run products to its audience.

•Cool3c, a Taiwan-focused gadget weblog site featuring new product information, reviews, and in-depth analysis of brand stories in the gadget and tech space.

•Tech Insider, a tech-focused sister site of Business Insider Japan publishing stories on technology and the business of technology.

•INSIDE, an online news publication focused on internet and software startups, blockchain, technology industry trends, digital life and future technology.

Lifestyle and Food

•iCook, a Taiwan-focused food site featuring original recipes, food and lifestyle content and information on eating out in Taiwan and Japan.

•Lifehacker Japan, a weblog site about lifestyle advice and software tips and news.

•ROOMIE, a site which provides busy, active young men, women and couples with lifestyle items and ideas with a “crafty” feel for work, hobbies and relationships.

•ROOMIE KITCHEN, a cooking themed sister site to ROOMIE available in Chinese and Japanese.

•Life Insider Japan and Money Insider Japan, sister sites to Business Insider Japan that bring the latest updates on work, lifestyles and personal finance, targeting a primarily Millennial and Gen Z audience in Japan.

•every little d, a design and art themed online publication in Taiwan that “tells stories of details in our daily life.”

Sports and Entertainment

•Sports Vision, a site which presents comprehensive news and analysis on sports, athletes, sports policy and the business of sports.

•Agent Movie, a Taiwan-focused film and TV related news and review site featuring widely-read Chinese-language columnists writing on film and television, including reviews and interviews.

•Fuze, a Japan-focused digital culture site publishing content focused on art, music, and the counterculture in the digital age.

•Ohsowow, an online publication for fans of Korean pop culture and entertainment in Taiwan.

Competition

As a next-generation media company, we are active across the entire digital media and advertising ecosystem in the markets for media content, data analytics and technology and digital studio services. In the media and branded content business, since our core audience is members of the Millennial and Gen Z generations, digital content providers that target younger, digital native audiences are our natural competitors. Historically these have included HuffPost Japan, Techbang, Cookpad, Variety and others.

In the technology business, our competitors include marketing technology solutions providers, advertising market platforms and market research firms. These have included OneAd, iKala, Appier Group, Google and others.

In the digital studio business, our competitors are other advertising agencies and creative studios, including Intage, Nyle, Good Patch and others.

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On the whole, we believe that our end-to-end digital media solutions powered by our suite of advertising and data analytics technologies and our digital media brands’ reach among Millennial and Gen Z audiences in the East Asia region, particularly Japan and Taiwan, gives us advantages over our competitors, who are primarily specialists addressing a sector of the ecosystem, and integrates us into the broader digital media, advertising and data ecosystem to the benefit of our advertising clients and partners.

Human Resources

Our Employees

We consider the hiring and retention of talented employees to be essential to the ongoing success of our business. As of December 31, 2023, we had 534 employees located in Japan, Taiwan and Hong Kong.

Diversity and Inclusion

We value diversity and inclusion (“D&I”) and strive to weave this value into everything we do. We attract a diverse group of employees that reflect the audience we are trying to reach through our content, and we welcome the unique skills, experiences, and backgrounds each employee brings to the table every day. As of February 29, 2024, approximately 2.7% of our employees in Taiwan were members of minority groups, including foreign residents of Taiwan, indigenous people and persons with disabilities, and 2.1% of our employees in Japan were members of minority groups, including non-citizen residents of Japan. In addition, 56.9% of our Taiwan and 52.5% of our Japan employees identify as female.

We continuously improve our strategies for recruitment, training, career development, and education to support our ongoing D&I mission. Our recruiting team has been intentional about developing a diverse strategy to ensure active recruitment of diverse talent and candidates from underrepresented groups, as well as to ensure that the company hires and retains talent with diverse perspectives and backgrounds. Throughout the recruitment and hiring process, we emphasize educating all participants about internal and unconscious biases and how to overcome them, ensuring that all job descriptions and interview processes are inclusive and accessible. We are committed to increasing the representation of minority employees in senior leadership positions; we have concentrated our efforts on advancing and retaining current minority employees and recruiting and attracting more minority candidates for senior roles.

We are committed to creating a work culture where employees can bring their authentic selves to work every day. We want all employees to feel safe and supported, free from the threat of microaggressions or bias.

We plan to continue to develop and launch key D&I educational opportunities, including events and trainings on gender equality, equal opportunities for disability, equal opportunities for sexual orientation, workplace harassment awareness and health and well-being awareness. Additionally, we are promoting initiatives in our Japan office to install gender neutral bathrooms, eliminate the inclusion of age, gender, and photographs on resumes, and encourage employees in same-sex relationships to take advantage of the marriage, child, and other life stage bonuses we provide. Additionally, we will provide flexible remote working arrangements to accommodate employees’ family care needs. Our goal is to establish a working environment where employees can lead autonomously, allowing them to unleash their creativity and impact.

Compensation and Benefits

We provide compensation and benefits programs to help meet the needs of our employees and reward their efforts and contributions. We seek fairness in total compensation with reference to external comparisons, internal comparisons and the relationship between management and non-management compensation.

In addition to salaries, we provide competitive compensation programs commensurate with our peers and industry. Our compensation programs currently vary between our Japan and Taiwan offices to provide competitive compensation in line with local market practice. In both Japan and Taiwan, our compensation and benefit programs include our 2015 Global Share Plan, a stock option plan under which our employees can receive stock options to purchase a specified number of our ordinary shares at a predetermined discount price with a pre-determined vesting schedule over the course of employment. We plan to terminate our 2015 Global Share Plan prior to the effectiveness of the registration statement of which this prospectus forms a part, and will not grant any additional awards

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under our 2015 Global Share Plan. For details, see the discussion under the caption “Management Following the Merger — Share-based Compensation.” We also provide year-end, monthly, and project management performance bonuses, special payments for Taiwanese festivals, marriage, funeral, childbirth and hospitalization benefits, meal and travel allowances and education subsidies for our Taiwan employees. Our Japan office employees enjoy marriage, funeral, childbirth, and hospitalization benefits, special long-service bonus payments and paid leaves, as well as subsidies for private English lessons, qualifications related to our business, a free café in our office, and a remote work policy allowing unlimited work from home or from another location for up to two months. Such programs and our overall compensation packages seek to facilitate retention of key personnel.

Health, Safety and Wellness

The success of our business is fundamentally connected to the wellbeing of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, including overwork prevention and ergonomics initiatives in our Taiwan office and access to medical consultation and talk therapy services in our Japanese offices. In response to the COVID-19 pandemic, we implemented countermeasures, such as remote work, which we determined were in the best interests of our employees, as well as the communities in which we operate, and which complied with applicable government regulations. We continue to evolve our programs to meet our employees’ health and wellness needs.

Insurance

We provide social security insurance, including occupational accident, medical, injury, disability and death benefits, unemployment insurance, national health insurance subsidies, retirement pensions and group accident insurance, in the case of Taiwan, and occupational accident, national health insurance, nursing care insurance, national pension, and employment insurance, plus a defined contribution pension plan, in the case of Japan, for our employees in compliance with applicable Taiwan and Japanese laws. We maintain fire insurance for our Taiwan office and fire, liability, director and officer, employee liability, personal information leakage, IT incident and overseas travel insurance policies for our Japanese office.

Intellectual Property

We depend on our brands to build and maintain name recognition and audience loyalty and regard our intellectual property as critical to our success. The value of our digital media brands depends on intellectual property and licenses to intellectual property that we own or hold, including but not limited to the trademarks Business Insider Japan, Gizmodo Japan, Lifehacker Japan, DIGIDAY JAPAN, The News Lens, iCook and Sports Vision and domain names associated with these marks. We retain the rights to an extensive content library that is monetized through multiple revenue streams. In addition to our brand, domain, and content assets, we own and license various advertising and data analytics technologies that power our business. We rely on, and expect to continue to rely on, a combination of work for hire, assignment, license and confidentiality agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, trade secret and patent laws, to protect our brands, content, proprietary technologies, and other intellectual property rights.

As of December 31, 2023, we held 41 registered trademarks in Japan, 51 registered trademarks and 2 patents in Taiwan, and three registered trademarks in the other territories in which we operate. We continually review our development efforts to assess the existence and our ability to register new intellectual property, and whether to decommission certain of our intellectual property assets. We intend to continue to file additional applications with respect to our intellectual property assets.

Regulatory Matters

We are subject to many laws and regulations in Japan, Taiwan, the United States, Hong Kong, and throughout the world, including those related to privacy, data protection, content regulation, intellectual property, consumer protection, ecommerce, marketing, advertising, messaging, rights of publicity, libel and defamation, health and safety, employment and labor, product liability, accessibility, competition, and taxation. These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended in a manner that could harm or require

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us to change our current or future business and operations. In addition, it is possible that certain governments may seek to block or limit use or distribution of our products and services or otherwise impose other restrictions that may affect access to or operation of any or all of our products and services for an extended period of time or indefinitely.

Data Privacy and Security Laws

We receive, process, store, use and share data, some of which contains personal information, including, but not limited to, full name, birth date, address, phone number, email address, age and GPS location as well as technical identifying data including, but not limited to, IP address, device, browser and operating system IDs, activity logs, usage and preference information, and user-generated content. We are therefore subject to various laws, policies, and regulations worldwide relating to the privacy and security of consumer, customer and employee personal information. These laws, including the Act on the Protection of Personal Information of Japan and the Taiwan Personal Data Protection Act, often require companies to implement specific information security controls to protect certain types of data (such as personal data, “special categories of personal data” or health data), and/or impose specific requirements relating to the collection or processing of such data.

According to the Act on the Protection of Personal Information of Japan, our Japanese subsidiaries are required to, among other restrictions and requirements, notify data subjects of the specified purpose of use for which their personal information is being processed and shall not use such data beyond the specified purpose of use or disclose it to any third party without the data subject’s consent, subject to various exceptions or additional restrictions in accordance with circumstances. In addition, our Japanese subsidiaries are required to give data subjects the opportunity to correct their personal information if the legal elements for such correction requests are satisfied, among various other legal rights granted to data subjects.

According to the Taiwan Personal Data Protection Act, our Taiwan subsidiaries are required to conduct due notification procedures and obtain customers’ consent to collect their personal data, and shall not use such personal data beyond the scope authorized by the customer or disclose it to third parties. In addition, the individuals making up our traffic, as data subjects, are entitled to request our Taiwan subsidiaries, as the holders of personal data, to delete or provide a copy of their personal data.

For more details, see the discussion under the caption “Risk Factors — Risks Related to TNL Mediagene’s Legal and Regulatory Environments — Failure to comply with laws and regulations with respect to privacy, data protection and consumer marketing practices, could adversely affect our business.”

Sustainability

We consider sustainability to be a cornerstone of our business. Some of the efforts we have undertaken to ensure our business are sustainable include encouraging energy conservation and public transportation in our offices, collaborating with suppliers and hosting providers with a commitment to carbon reduction and green energy certifications, using environmentally-friendly office supplies, and undertaking awareness-raising workshops and events surrounding sustainability and decarbonization, including the BEYOND Sustainability Award, an award that recognizes companies that promote sustainable management and GREEN SHIFT, which provides information and community building for innovators working on new businesses. We are also exploring future initiatives based on carbon reduction guidance and certifications.

Facilities

Our Japan executive office is located in Tokyo, Japan where we occupy facilities totaling approximately 1,200 square meters under leases. In addition, we have a sizable operation in Taiwan through our Taiwan executive office in Taipei, Taiwan where we occupy a facility totaling 1,610 square meters under leases. We use these facilities for administration, finance, legal, human resources, information technology, sales and marketing, engineering, technology, production and development.

We intend to procure additional space as we add employees and expand geographically. We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations if needed in the future.

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Seasonality

Our business is subject to some seasonal influences. Historically, our revenue is typically highest in the fourth quarter of the year due to increased advertisement spending and revenue by multinational advertisers and e-commerce clients benefiting from holiday spending at the end of the calendar year. For more details on seasonality of our business, see the discussion under the caption “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors Affecting Our Results of Operations — Seasonality.”

Legal Proceedings

We are currently not involved in any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

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BLUE OCEAN’S BUSINESS

In this section, “Blue Ocean,” “the Company,” “we,” “us” and “our” refer to Blue Ocean Acquisition Corp.

Overview

Blue Ocean Acquisition Corp is a blank check company incorporated on March 26, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. Blue Ocean has neither engaged in any operations nor generated any revenue to date. Based on Blue Ocean’s business activities, Blue Ocean is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash. Prior to executing the Merger Agreement, Blue Ocean’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

Blue Ocean is not presently engaged in and Blue Ocean will not engage in, any substantive commercial business until it completes the Merger with TNL Mediagene or another target business.

Initial Public Offering and Simultaneous Private Placement

On December 7, 2021, we consummated the Blue Ocean IPO of 16,500,000 Blue Ocean Units, each Blue Ocean Unit consisting of one Blue Ocean Class A Share, and one-half of one redeemable Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one Blue Ocean Class A Share for $11.50 per share (subject to adjustment). The Blue Ocean Units were sold at a price of $10.00 per Blue Ocean Unit, and the Blue Ocean IPO generated gross proceeds of $165,000,000. Substantially concurrent with the closing of the Blue Ocean IPO, we consummated a private placement (the “Private Placement”) with our Sponsor and Apollo, of an aggregate of 8,235,000 Blue Ocean Private Placement Warrants at a price of $1.00 per Blue Ocean Private Placement Warrant, generating gross proceeds to the Company of $8,235,000. On December 7, 2021, a total of $168,300,000 of the net proceeds from the Blue Ocean IPO and the Private Placement were deposited in the Trust Account.

On December 7, 2021, the Underwriter exercised in full the option granted to them by us to purchase up to 2,475,000 additional Units (the “Over-Allotment Option Units”) solely to cover over-allotments, which option was granted to them under the underwriting agreement for the Blue Ocean IPO. The sale of these 2,475,000 Over-Allotment Option Units closed on December 9, 2021, generating gross proceeds of $24,750,000. Substantially concurrent with the closing of the over-allotment option, we consummated a private placement (the “Additional Private Placement” and, together with the Private Placement, the “Private Placements”) with our Sponsor of an additional 990,000 Blue Ocean Private Placement Warrants at a price of $1.00 per Blue Ocean Private Placement Warrant, generating gross proceeds of $990,000. On December 9, 2021, a total of $25,245,000 of the proceeds from the closing of the Over-Allotment Option Units and the Additional Private Placement were deposited into the Trust Account, resulting in a total deposit of $193,545,000 in the Trust Account since the Trust Account was established.

Transaction costs amounted to $12,517,335, consisting of $3,795,000 in cash of underwriting fees, $6,641,250 of deferred underwriting fees (which will be payable upon consummation of the Merger), $1,248,100 of offering costs related to the fair value of the Founder Shares sold to Apollo, and $832,985 of other offering costs.

On January 21, 2022 we announced that, commencing January 24, 2022, holders of the 18,975,000 Units sold in the Blue Ocean IPO may elect to separately trade Class A Shares and the Blue Ocean Warrants included in the Units. Those Units not separated continued to trade on the Nasdaq Global Market under the symbol “BOCNU” and Class A Shares and warrants that were separated trade under the symbols “BOCN” and “BOCNW,” respectively.

We may withdraw from the Trust Account interest earned on the funds held therein to pay our tax obligations (less up to $100,000 interest to pay dissolution expenses). The proceeds deposited in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our Public Shares if we do not complete our initial business combination by December 7, 2024 (or such later date as may be approved by Blue Ocean Public Shareholders), or (iii) the redemption of our Public Shares properly submitted in connection with a shareholder vote to amend our Blue Ocean Articles (a) to modify the substance or timing of our obligation to provide holders of Blue Ocean Class A Shares the right to have their shares redeemed or to redeem 100% of our Public Shares if we do not complete our initial business combination

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by December 7, 2024 if the period of time to consummate a business combination is extended, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. The proceeds held in the Trust Account may only be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.

Fair Market Value of Target Business

The target business or businesses that Blue Ocean acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the amount of deferred underwriting commissions held in trust and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for its initial business combination. Blue Ocean’s board of directors considered the Opinion delivered by Newbridge to the effect that, as of the date of the Opinion, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the Opinion, the proposed business combination with TNL Mediagene is fair to Blue Ocean from a financial point of view and that TNL Mediagene has a fair market value equal to at least eighty percent (80%) of the balance of funds in Blue Ocean’s Trust Account (excluding deferred underwriting commissions and taxes payable).

Shareholder Approval of Merger

Pursuant to the Blue Ocean Articles, Blue Ocean may provide Blue Ocean Public Shareholders with an opportunity to have their Public Shares redeemed for cash upon consummation of its initial business combination, either in conjunction with a shareholder vote or via a tender offer. Due to the structure of the Transactions, Blue Ocean is providing this opportunity in conjunction with a shareholder vote. Accordingly, in connection with the Merger, the Blue Ocean Public Shareholders may seek to have their Public Shares redeemed for cash in accordance with the procedures set forth in this proxy statement/prospectus. See “Extraordinary General Meeting of Blue Ocean Shareholders — Redemptions Rights.”

Voting in Connection with the Shareholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the Business Combination Proposal, the Sponsor has agreed to vote its Blue Ocean shares in favor of such proposed Merger.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Blue Ocean or its securities, Blue Ocean, the Sponsor, Blue Ocean’s officers and directors and TNL Mediagene’s officers and directors and/or their respective affiliates may purchase Blue Ocean Ordinary Shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Blue Ocean Ordinary Shares or vote their Blue Ocean Ordinary Shares in favor of the Business Combination Proposal. The purpose of such transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Merger where it appears that such requirements would otherwise not be met.

Entering into any such arrangements may have a depressive effect on the Blue Ocean Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Blue Ocean Ordinary Shares at a price lower than market and may therefore be more likely to sell the Blue Ocean Ordinary Shares he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that the conditions to the closing of the Merger are met. No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus by the Sponsor, Blue Ocean officers and directors, TNL Mediagene, TNL Mediagene shareholders or any of their respective affiliates. Blue Ocean will file a Current Report on Form 8-K to disclose arrangements entered into

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or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Redemption of Public Shares and Liquidation If No Initial Merger

Our Blue Ocean Articles currently provide that we will have only until December 7, 2024 to complete our initial business combination. If we do not complete our initial business combination within the completion window, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Blue Ocean Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distribution with respect to our warrants, which will expire worthless if we fail to complete our initial business combination before December 7, 2024.

Blue Ocean initially had until June 7, 2023 to consummate an initial business combination (or until September 7, 2023 if the period of time to consummate a business combination was extended). On August 29, 2023, shareholders of Blue Ocean held the Extension Meeting in lieu of the 2023 annual general meeting of the shareholders of Blue Ocean. At the Extension Meeting, Blue Ocean Public Shareholders approved the proposal to amend the Blue Ocean Articles to give Blue Ocean the right to extend the date by which it has to consummate a business combination from September 7, 2023 to June 7, 2024, by depositing into the Trust Account $60,000 for each of the nine subsequent one-month extensions. In connection therewith the shareholders of record were provided the opportunity to exercise their redemption rights (the “Blue Ocean Extension”). Holders of 12,817,785 Blue Ocean Class A Shares exercised their right to redeem at a per share redemption price of approximately $10.67. On September 5, 2023, a total of $136,786,445 in redemption payments were made in connection with this redemption. Following the redemption, Blue Ocean had a total of 6,157,215 Blue Ocean Class A Shares outstanding. On May 29, 2024, shareholders of Blue Ocean held the Second Extension Meeting in lieu of the 2024 annual general meeting of the shareholders of Blue Ocean. At the Second Extension Meeting, Blue Ocean Public Shareholders approved the proposal to amend the Blue Ocean Articles to give Blue Ocean the right to extend the date by which it has to consummate a business combination from June 7, 2024 to December 7, 2024, by depositing into the Trust Account $30,000 for each of the six subsequent one-month extensions. Holders of 4,315,265 Blue Ocean Class A Shares exercised their right to redeem at a per share redemption price of approximately $11.20. Approximately $48.3 million in redemption payments will be made in connection with the Second Blue Ocean Extension. Following the redemption, Blue Ocean had a total of 1,841,950 Blue Ocean Class A Shares outstanding.

Our initial shareholders, officers and directors and Sponsor do not have the right to liquidate distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate an initial business combination within the completion window (although they will be entitled to liquidate distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial business combination within the completion window).

Our Sponsor, its affiliates or designees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to the Blue Ocean Articles that would modify the substance or timing of our obligation to provide holders of Blue Ocean Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window, unless we provide Blue Ocean Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding Public Shares. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any officer, director, or any other person.

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We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts available for borrowing under the 2024 Sponsor Promissory Note and the TNL Mediagene Working Capital Note, plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of the Blue Ocean IPO and the sale of the Blue Ocean Private Placement Warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by Blue Ocean Public Shareholders upon our dissolution would be $10.20. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of Blue Ocean Public Shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.20. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Blue Ocean Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to the Company, and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the Company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters are not expected to execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account, nor will it apply to any claims under our indemnity of the underwriter of the Blue Ocean IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Our Sponsor may not be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each

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case net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.20 per Public Share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriter of the Blue Ocean IPO against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors; however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.20 per Public Share to our Blue Ocean Public Shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and the Company to claims of punitive damages, by paying Blue Ocean Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Blue Ocean Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not consummate an initial business combination within the completion window, (ii) in connection with a shareholder vote to amend the Blue Ocean Articles that would affect the substance or timing of our obligation to provide holders of our Blue Ocean Class A Shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or any amendment is made with respect to any other provision of the Blue Ocean Articles relating to the rights of holders of our Class A Shares, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Blue Ocean Public Shareholders who redeem their Blue Ocean Class A Shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within the completion window, with respect to such Blue Ocean Class A Shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of the Blue Ocean Articles, like all provisions of the Blue Ocean Articles, may be amended with a shareholder vote.

Facilities

We currently maintain our executive offices at 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815.

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Employees

We currently have four executive officers. These individuals are not obligated to devote any specific number of hours to our affairs but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of the Merger.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our founding team in their capacity as such.

Directors and Executive Officers

As of the date of this proxy statement/prospectus, Blue Ocean’s directors and officers are as follows:

Marcus Brauchli

Mr. Brauchli is Blue Ocean’s Chairman. He has been co-founder and managing partner of North Base Media Ltd. since January 2014. He previously was vice president of Graham Holdings Company (NYSE: GHCO) and its predecessor, The Washington Post Co., from July 2008 until December 2013, where he developed digital opportunities for a group that included The Washington Post, the Post-Newsweek television stations, the Cable One group and Slate, a digital site. From September 2008 to December 2012, he was the executive editor of The Washington Post (the “Post”) and oversaw the Post’s budget and a newsroom of more than 700 journalists. He drove significant changes in the Post’s digital operation, which quadrupled its audience. Mr. Brauchli came to the Post from a 24-year career at Dow Jones & Co., where he was a vice president and the top editor of The Wall Street Journal at the time the company was acquired by News Corp. in a $5.6 billion transaction. He ran WSJ’s budget and oversaw a global staff, with operations in Asia, Europe and the U.S., as well as the MarketWatch, a digital site. He also was responsible for approving changes in the Dow Jones Industrial Average. Early in his career, Mr. Brauchli lived 15 years in Asia and Europe as a Journal correspondent and editor. Since January 2018, he has served as a member of the supervisory board of Gremi Media, the publicly listed media group that publishes Poland’s leading business newspaper, Rzeczpospolita, and other publications and digital platforms. Since 2014, he has served as a director of The News Lens, Taiwan’s leading independent digital-media group, and is advisor to Datami Inc., a U.S. telecommunications technology company. He has been a consultant to Univision Communications Inc., the HT Media Group in India, and the Economic Journal of Hong Kong, and is an Innovation Fellow at the Lang Center for Entrepreneurship at Columbia Business School. He has lived in Shanghai, Hong Kong, Tokyo, Stockholm and now resides in Bethesda, Maryland. We believe Mr. Brauchli’s extensive experience leading media and global businesses, investing in digital and technology growth companies, and his substantial management experience brings important and valuable skills to our board of directors.

Richard Leggett

Mr. Leggett is Blue Ocean’s Chief Executive Officer. Mr. Leggett is an accomplished global chief executive in the information services, financial services and professional services industries with over 33 years of experience and an entrepreneurial track record in all aspects of growing and operating global businesses. From 2005 to 2022, Mr. Leggett served as CEO of three PE-backed technology-enabled information services businesses guiding two of them through successful exits to strategic buyers. From January 2012 through September 2022, Mr. Leggett served as the CEO of FrontierView, a global market intelligence company which he built and in November 2021 sold to FiscalNote (NYSE: NOTE) prior to FiscalNote’s IPO in August 2022. From October 2008 through August 2011, he served as CEO of Business Intelligence Advisors (“BIA”), an independent equity research firm that he guided through the financial crisis while also launching an AI-based proprietary data platform. Prior to BIA, Mr. Leggett served from February 2005 through October 2008 as CEO at CFRA, a leading independent equity research company, that under Mr. Leggett’s leadership grew substantially and was sold to RiskMetrics (now MSCI) in 2007 prior to its IPO. Mr. Leggett subsequently ran Institutional Shareholder Services, a major division of RiskMetrics. Prior to his CEO roles, Mr. Leggett spent over 16 years in the Financial Services industry, where he was a Managing

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Director at Goldman Sachs in New York and London, in both the Technology equity research and investment banking divisions from June 2000 through January 2005. Prior to Goldman Sachs, Mr. Leggett led the Technology Research practice at Friedman, Billings & Ramsey from October 1996 to June 2000. He started his career in the Financial Services practice at Accenture in Washington, D.C. from January 1991 to October 1996. Mr. Leggett is a co-founder and Executive Committee Member of K Street Capital, a prominent Washington, D.C. angel investment group that he helped start in 2012. Since 2011, he has served on the Board of Directors of AlphaSense, a privately held AI-powered market intelligence and search platform backed by a number of leading investors, including Goldman Sachs and Viking Global Advisors. Mr. Leggett graduated from Georgetown University in 1990 with a B.A. in Business Administration. He serves on the Advisory Council for the Master’s in Management program at the Robert H. Smith School of Business at the University of Maryland, where he regularly guest lectures. We believe Mr. Leggett’s experience in leading companies and in managing transactions brings valuable skills to Blue Ocean.

Matt Lasov

Mr. Lasov is Blue Ocean’s Chief Financial Officer. Mr. Lasov is an accomplished finance and strategy executive in the professional services and technology industries, with a strong track record of growing and operating businesses globally. From October 2021 through July 2022, Mr. Lasov served as the Chief Strategy Officer at ConsumerDirect, a financial technology company in the money, credit, and privacy spaces. Prior to ConsumerDirect, from February 2019 to October 2021, Mr. Lasov was a Director at Slalom, a global consulting firm, founding and leading the Strategy Practice in Southern California. From June 2016 through January 2019, Mr. Lasov was Vice President of Finance and Operations at ExecOnline, a privately held education technology company focused on leadership development. Prior to ExecOnline, From January 2010 through May 2016, Mr. Lasov served in leadership positions including Head of Advisory, and Head of EMEA at FrontierView, now FiscalNote (NYSE: NOTE), a global market intelligence company. Mr. Lasov graduated from McGill University in 2006 with a B.A. in Political Science. We believe Mr. Lasov’s experience in financial management and transactions provides significant benefits to the Company.

Sean Glodek

Mr. Glodek is Blue Ocean’s Vice President focused on business development. Mr. Glodek is a director of the company, as well as a member of Blue Ocean’s leadership team in identifying possible business combinations for Blue Ocean. Since July 2019, he has served as a Vice Chairman of CT Bright Holdings, a wholly owned investment subsidiary of C.P. Group, where he coordinates investment activities and strategic partnerships for the Chairman’s office across C.P. Group companies. He has also served as a Senior Advisor to C.P. Group Chairman Soopakij Chearavanont since July 2018. From June 2017 to June 2018, he was managing partner of R3 Capital Partners. From September 2011 to May 2017, Mr. Glodek was a Deputy CEO of the Russian Direct Investment Fund (RDIF) and a Director of the Russia China Investment Fund (RCIF), where he coordinated investment activity and a number of key strategic partnerships with Sovereign Wealth Funds and Pension Funds across the world to invest in Russia and selectively in China. The parent of the Russian Direct Investment Fund, Vnesheconombank, and RDIF (as its subsidiary) were subject to sanctions imposed in 2014 and 2015 by the United States Treasury prohibiting U.S. persons from transacting in, providing financing for, or otherwise dealing in new debt of longer than certain maturities or new equity. RDIF is a sovereign wealth fund. Prior to RDIF, Mr. Glodek was based in Warsaw, Poland where he led a regional office of Darby Private Equity. Earlier in his career, Mr. Glodek worked as an investment banker at Lehman Brothers, Deutsche Bank, and Barclays Capital. Mr. Glodek started his career as a mergers & acquisitions analyst at Goldman Sachs. He received a B.A. in Economics with Honors from Stanford University and an M.B.A. from The Wharton School at the University of Pennsylvania. We believe Mr. Glodek’s extensive experience in investing brings important and valuable skills to our board.

Norman Pearlstine

Mr. Pearlstine is an independent director of the company. He was Executive Editor of the Los Angeles Times from June 2018 through December 2020. Before that, Mr. Pearlstine was Time Inc.’s editor-in-chief from 1994 to 2005 and its Chief Content Officer from 2013 to July 2016 and its vice-chairman from July 2016 to July 2017. He served as the Carlyle Group’s senior advisor for telecommunications and media from June 2006 to June 2008, as Bloomberg L.P.’s Chief Content Officer from 2008 to 2013, and as Forbes executive editor from June 1978 to June 1980. He was The Wall Street Journal’s managing and executive editor from September 1983 to June 1992, having begun his media career as a Journal staff reporter before becoming its North Asia bureau chief

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and a founding editor of its Asian and European editions. He serves on the boards of the Reporters Committee for Freedom of the Press, the Alliance for Trust in Media, the Center for Communication, Leadership and Policy at USC Annenberg, and the Shorenstein Center on Media, Politics, and Public Policy at Harvard University. He is a member of the American Academy of Arts & Sciences, and the Council on Foreign Relations. He previously served as President of the American Academy in Berlin. He is an advisor to North Base Media and lives in New York. We believe Mr. Pearlstine’s extensive experience leading global media organizations as well as his substantial leadership and management experience and extensive network of business leaders brings important and valuable skills to our board of directors.

Joel Motley

Mr. Motley is an independent director of the company. Mr. Motley has served since June 2019 as an independent director of Invesco Mutual Funds. He is an independent director of the Office of Finance of the Federal Home Loan Bank System, a role he began in September 2016. Mr. Motley is Chairman emeritus of Human Rights Watch, serving as chair from April 2012 to October 2016. He has served on the boards of The Pulitzer Center for Crisis Reporting since December 2010 and The Greenwall Foundation since May 2013, and he has been a member of the Council on Foreign Relations since March 1989. He began his career in investment banking at Lazard Freres & Co. in May 1985, and went on to co-found Carmona Motley Inc., a private financial advisor in April 1992. Prior to banking, Mr. Motley was an aide to Sen. Daniel Patrick Moynihan from January 1983 until May 1985. He began work as a corporate lawyer for Simpson Thacher & Bartlett LLP in September 1978 after receiving his J.D. from Harvard Law School. We believe Mr. Motley’s extensive experience in banking and service on boards of directors brings important and valuable skills to our board of directors.

Matt Goldberg

Mr. Goldberg serves as an independent director of the company. Mr. Goldberg’s career in media included extensive stints in corporate development, mergers and acquisitions, and strategy. Mr. Goldberg was appointed as the Chief Executive Officer of Tripadvisor in July 2022. He ran global operations for the advertising-technology company, The Trade Desk, from July 2020 to March 2021 and the company’s business development from February 2020 to July 2020, and since April 2021, he has been the founding director of Dataphilanthropy, which applies data science to understand key moments where innovative interventions might remove obstacles to equal opportunity. From December 2016 to December 2019, he served as the Global Head of M&A for News Corp., joining from Liberty Interactive, where he was senior vice president and head of corporate development from October 2013 to November 2016. In that role, he led the $2.4 billion Zulily acquisition and was instrumental in the $2.1 billion acquisition of HSN. Before that, from February 2009 to September 2013, he was CEO of Lonely Planet, the Australian publisher. We believe Mr. Goldberg’s extensive experience in identifying, negotiating and closing significant transactions brings important and valuable skills to our board of directors.

Priscilla Han

Ms. Han is an independent director of the company. Since March 2019, Ms. Han has served as the Chief Investment Officer of Reapra Pte. Ltd., a Singapore-based investment company with a portfolio that includes companies in a wide range of industries, including education, digital media, real estate, hospitality, healthcare and agriculture across Asia. Before joining Reapra, she worked from April 2014 to July 2017 as an investment manager covering China and Southeast Asia for New Zealand Trade and Enterprise, which focuses on driving Foreign Direct Investment into New Zealand. From May 2014 to July 2017, Ms. Han was an Investment Committee Member for North Base Media and led financial analysis for the portfolio; a corporate finance manager for Deloitte & Touche from January 2013 to April 2014; and an associate in M&A and investment for Singapore-based investment companies. We believe Ms. Han’s extensive experience in finance, as well as analyzing and advising growth companies in Asia brings important and valuable skills to our board of directors.

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TNL MEDIAGENE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this section, “we,” “us” and “our” refer to TNL Mediagene and its consolidated subsidiaries. The following discussion and analysis provides information that TNL Mediagene’s management believes is relevant to an assessment and understanding of TNL Mediagene’s results of operations and financial condition. This discussion and analysis should be read together with “Summary Consolidated Financial Information of TNL Mediagene” and the audited historical consolidated financial statements and related notes that are included elsewhere in this proxy statement/prospectus. This discussion and analysis should also be read together with the pro forma combined financial information in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. For more information about forward-looking statements, see the section of this proxy statement/prospectus titled “Cautionary Statement Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section of this proxy statement/prospectus titled “Risk Factors” or elsewhere in this proxy statement/prospectus.

TNL Mediagene’s consolidated financial statements have been prepared in accordance with IFRS. All amounts are in U.S. Dollars except as otherwise indicated. For more information about the basis of presentation of TNL Mediagene’s consolidated financial statements, see “— Basis of Presentation” and Note 4b to TNL Mediagene’s audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus.

Certain figures, including interest rates and other percentages included in this section, have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in TNL Mediagene’s consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

We are Asia’s next-generation media company built around a portfolio of diverse and trusted digital media brands and a suite of AI-powered advertising and data analytics solutions. With data at our core, we operate media, technology and digital studio businesses primarily in Japan and Taiwan, with a vision to expand into other key East and Southeast Asian markets outside of mainland China. Through our trusted digital media brands, AI-powered advertising and data analytics technology and digital studio solutions, we aim to provide multinational clients with unmatched opportunities to contextually reach and engage with Millennial and Gen Z audiences across the East and Southeast Asian region, one of the largest and most attractive audience segments in the world.

We were formed in May 2023 by the merger of The News Lens Co., Ltd. (“TNL”) and Mediagene Inc. (“Mediagene”). TNL and Mediagene started out as independent digital media companies in Taiwan in 2013 and in Japan in 1998, respectively, and continue to grow both organically and inorganically. Mediagene publishes well-known and trusted media brands, such as ROOMIE and MASHING UP, as well as Japanese editions of global media brands, including Gizmodo Japan, Lifehacker Japan and Business Insider Japan, and also provides integrated digital studio, agency and marketing solutions. TNL owns several popular digital media brands in Taiwan, including The News Lens, iCook, and Sports Vision, and also operates AI-powered data analytics and advertising technology and market research assets.

As Asia’s next-generation media company built around a portfolio of diverse and trusted digital media brands and a suite of AI-powered advertising and data analytics solutions, we have built on the respective strengths of our predecessors and have created synergies between the unique capabilities of both companies. Each has brought unique capabilities to the combined company — TNL’s data analytics, advertising technologies and direct-to-client advertising sales platform and Mediagene’s portfolio of iconic media brands in the larger Japanese market, innovative content marketing, integrated marketing, live events, and retail media capabilities — while maintaining our shared core values and focus on high-quality independent digital media publishing. Our combined innovative publishing and creative teams have a long track record of creating and licensing new and sustainable brands. With our strong foundation in digital media, we have prioritized collecting more and better data, developing more

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data-focused services and products, delivering performance advertising that gives our clients higher return on advertising spending, and achieving audience growth by strengthening our audience share in our existing content categories, expanding into new content categories and growing into new geographic markets.

We categorize our revenue into the following three reportable sources:

Media and Branded Content.As an independent digital media publisher, we are committed to being a “trusted voice in Asia for a better future” for Millennial and Gen Z audiences in Japan, Taiwan and throughout the East and, ultimately, Southeast Asia region, and to inspire and enliven what the most online and connected generations watch, read, hear and buy, now and in the future. For the three months ended February 29, 2024, our 22 digital media brands across five content categories — news and business, B2B media, technology, lifestyle and food, and sports and entertainment — have reached over 40 million monthly unique users (“MUUs”), in three languages, Japanese, Chinese and English, with over 175 million monthly digital footprints across websites, social-media platforms and mobile apps. For more details of our operating metrics, see “— Key Operating Metrics.”

Technology.Our data analytics and AI-powered technology gives us deep insight into the content consumption and engagement behaviors of our users and enables us to optimize audience monetization by creating and delivering captivating and high-quality content and deep two-way connections with our audience, particularly among members of the Millennial and Gen Z generations. Our 22 trusted digital media brands cover diverse categories, offering high engagement with the growing and affluent digital-native generations primarily in Japan and Taiwan, and deliver unmatched advertisement performance in the digital advertising and growing retail media spaces. We have represented over 850 regional and global advertising clients across diverse industries, including multinational companies and government agencies.

Digital Studio.Our integrated digital studios, agencies and market research teams provide a comprehensive suite of strategic, creative design, research and communication services that help our clients reach and engage their target audiences and build communities for their brands. Ranging from campaign planning, communication strategy, marketing content creation, and event planning to digital studio services with social media strategy, influencer recruiting, and UX/UI design, our integrated digital studio, agency and market research solutions help our clients formulate and deliver key messages to their target audiences both online and offline and enables us to build long-term relationships with our B2C and B2B clients through multi-year projects.

Our total revenue increased from $20.0 million in 2022 to $35.8 million in 2023, representing 79.1% year-on-year growth. From June 2023 onwards, our total revenue includes revenue earned by Mediagene which merged with TNL on May 25, 2023. For more details, see “— Results of Operations.” On a pro forma basis, accounting for a full year of Mediagene’s results, the combined company would have earned $45.2 million in revenue in 2023. For more details, see “Unaudited Pro Forma Condensed Combined Financial Information.”

For more details on our business, see “TNL Mediagene’s Business.”

Merger and Public Company Costs

On June 6, 2023, TNL Mediagene and TNLMG (the “Merger Sub”, formerly named TNL Mediagene, renamed as TNLMG on June 20, 2023), a wholly owned subsidiary of TNL Mediagene, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blue Ocean Acquisition Corp (“Blue Ocean”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Blue Ocean (the “Merger”), with Blue Ocean surviving the Merger as a wholly owned subsidiary of TNL Mediagene. As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (the “Transactions” and together with the transactions contemplated by the agreements, instruments and documents contemplated by the Merger Agreement, the “Proposed Transactions”), the shareholders of Blue Ocean will become shareholders of TNL Mediagene.

The Merger is anticipated to be accounted for as a capital transaction of TNL Mediagene equivalent to the issuance of shares by TNL Mediagene in exchange for the net monetary assets of Blue Ocean. The Merger does not constitute a business combination as defined in IFRS3, Business Combinations (“IFRS 3”), as Blue Ocean is a non-operating entity and does not meet the definition of a business under IFRS 3.

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The Merger will be accounted for within the scope of IFRS2, Share-based Payments. As a result, any excess of fair value of TNL Mediagene Ordinary Shares issued over the fair value of Blue Ocean’s identifiable net assets acquired represents compensation for the service in respect of a stock exchange listing for TNL Mediagene’s securities and is expensed upon consummation of the Proposed Transactions.

With respect to TNL Mediagene Warrants to be issued in connection with the Merger, they will be accounted for as liabilities in accordance with IAS 32 following the consummation of the Merger and, accordingly, will be subject to ongoing mark-to-market adjustments through the statement of operations.

Apart from the above-mentioned changes, the most significant change in our future reported financial position and results is expected to be changes in cash (as compared to TNL Mediagene’s consolidated statement of financial position as of December 31, 2023) ranging from an increase of $52.1 million to an increase of $53.2 million under the illustrative no redemption scenarios and a decrease of $3 million under the illustrative maximum redemption scenarios. For more details, see “Unaudited Pro Forma Condensed Combined Financial Information.” Such expected change to TNL Mediagene’s cash balance, in each case, is less non-recurring transaction fees and expenses of TNL Mediagene and Blue Ocean as a result of the Proposed Transactions, which are currently estimated at approximately $16.6 million, including the deferred underwriting commission of approximately $6.6 million in connection with the Blue Ocean IPO.

Upon consummation of the Merger, any excess of fair value of TNL Mediagene Ordinary Shares issued over the fair value of Blue Ocean’s identifiable net assets acquired and the estimated share-based contingent payments of the Earn-Out Shares represents compensation for the service in respect of a stock exchange listing for TNL Mediagene’s securities, which will be expensed upon consummation of the Proposed Transactions, and is expected to range approximately from $67.6 million to $68.6 million under the illustrative no redemption scenarios and from $66.3 million to $67.4 million under the illustrative maximum redemption scenarios. For more details, see “Unaudited Pro Forma Condensed Combined Financial Information.”

Following the Proposed Transactions, we expect to be publicly listed on the Nasdaq Stock Market, which will require us to hire additional personnel and implement additional procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company. See “— Components of Results of Operations — Sales, General and Administrative Expenses”.

Key Operating Metrics

We review a number of metrics, including the key operating metrics discussed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Monthly Unique Users:We define a monthly unique user, or MUU, as a user who can be identified with a unique identifier and has visited a website owned by TNL Mediagene at least once within a calendar month. We track MUUs across all 22 of our digital media brands. We track MUUs monthly to understand how our audience may be changing. MUU data can change month-to-month, for example when current events drive users to our news websites or when seasonal promotions drive users to our technology and e-commerce sites. As such, we monitor and report MUUs as a rolling three-month average, measuring the average number of users across each of the three most recent months for which data is available. For the three months ended February 29, 2024, we had approximately 40 million average MUUs.

Monthly Digital Footprint:We define our monthly digital footprint as the total number of page and video views across our 22 digital media brands and associated social media platforms, including, among others, YouTube, Tik Tok and Facebook, within a calendar month. We track digital footprint monthly to understand how overall engagement with our brands may be changing. Similar to MUU data, digital footprint data changes month-to-month. Accordingly, we monitor and report monthly digital footprint as a rolling three-month average, measuring the average number of users across each of the three most recent months for which data is available. For the three months ended February 29, 2024, we had an average monthly digital footprint of approximately 175 million views.

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Zero- and First-Party Data:    We collect “zero-party” data, or actionable information created directly from our users’ input, such as survey responses and account configurations, in six countries — Taiwan, Singapore, Malaysia, Thailand, Indonesia, and the Philippines — through our ShareParty mobile application that users download and opt into. We also collect “first-party” data, or actionable information created from behavioral data collected through our paid and free subscriptions to our branded sites, where users opt into sharing their data. We believe zero- and first-party data provide more behavioral insights and higher user engagement that our advertising clients find valuable, and we regularly measure and monitor the number of users that provide zero- and first-party.

Key Factors Affecting Our Results of Operations

We believe that our performance and future success is dependent on multiple factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this proxy statement/prospectus titled “Risk Factors.”

User Growth and Engagement

The number of MUUs is important to the growth of our business because it influences our advertising inventory. However, we are focused not just on the volume of MUUs but also on the quality of their engagement with our brands. For example, we believe that MUUs who have opted into providing zero- and first-party data are more valuable to advertisers in a landscape where privacy regulations are undergoing significant changes.

Changes in the Advertising Market

Our business is affected by changes in the digital advertising market, which in turn is influenced by client demand. Changes in any general industry conditions and our ability to adapt to such changes could affect our business and the results of operation. While we are subject to the cyclical nature of the advertising market, our 22 digital media brands are off platform. As such, we are less reliant on social media or search traffic than other on-platform media brands to drive advertising spend, and our business is not dependent on revenue sharing with platform owners. We believe that advertisers will continue to seek to engage directly with Asian Millennial and Gen Z audiences, and our 22 digital media brands provide unique, direct access which dilutes the impact of changes in the broader advertising market.

Changes in the E-commerce Market

We continue to capitalize on the growing e-commerce trend, and we believe we are well positioned to monetize e-commerce. We can earn revenue both at the top of the e-commerce buying funnel for creating branded content that introduces audiences to new products, and at the bottom of the e-commerce buying funnel for sale of advertised products via affiliate links on our websites. Our e-commerce revenue is diversified across platforms, such as Amazon and Rakuten, where we earn a take-rate on gross merchandise value, on crowdfunding e-commerce sites, and on our own proprietary e-commerce platforms.

Seasonality

We experience seasonality in our business and financial results.

Media and Branded Content:The fourth quarter of a calendar year tends to be our largest revenue quarter due to spending at the end of the calendar year by multinational advertisers. The second quarter of a calendar year also sees increased advertising spend as it aligns to the typical February and March fiscal year end in Japan, where advertisers tend to allocate their remaining advertising budgets for the previous fiscal year for advertisements in the second quarter or the first quarter of a new fiscal year. The first quarter of a calendar year tends to see reduced advertising spend because of the impact of the Chinese New Year holidays, which fall between late January and late February, on the Taiwanese market.

Technology:Revenue from the technology business is subject to similar seasonality as the media and branded content business, showing stronger sales in the fourth quarter of a calendar year. This is primarily due to similar trends in advertising-related technology spending by our advertising clients. In particular, revenue from the technology business from our e-commerce clients tends to benefit from holiday spending in the fourth quarter of a calendar year.

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Digital Studio:Revenue from the digital studio business in Taiwan is highest in the fourth quarter of a calendar year. In Taiwan, many of our digital studio clients are public sector and not-for-profit organizations who tend to enter into one-year projects at the beginning of the calendar year. We recognize revenue on these projects over time as the underlying services are rendered, with more services typically provided in the fourth quarter of the calendar year compared to other quarters. In Japan, revenue from the digital studio business does not have similar seasonality as many of our digital studio clients are clients that we have established long-term relationships and enter into contracts for various services with us throughout the year.

We expect seasonality to increase as our business grows into additional geographic markets and as we serve more multinational clients.

Macroeconomic Conditions

Our performance may fluctuate as a result of macroeconomic conditions, including inflation, changing exchange rates, rising interest rates, supply chain and labor disruptions, geopolitical risks, and other risks and uncertainties. We are unable to predict the duration or degree of such fluctuation with any certainty. Since the continuing impact of these macroeconomic conditions on our performance remains highly unpredictable, our past results may not be indicative of our future results of operations.

Cross selling Other Products and Services

Our performance depends on our ability to introduce our existing clients in one product or service to other products and services within our portfolio. As of the date of this proxy statement/prospectus, very few clients consume the breadth of our entire portfolio. Across our three business units — media and branded content, technology, and digital studio — we generate revenue from 11 distinct products or services and drive value for advertisers by being a one-stop-shop for advertisers to engage with Millennial and Gen Z audiences primarily in Japan and Taiwan. Many of our clients are multinational and regional advertisers, diversified across industries. We believe that we have a significant opportunity to capture increased wallet share from our existing client base by demonstrating higher return on ad spend, or ROAS, in the current product or service and cross selling our other products and services.

Geographical Expansion

We have a market prioritization framework for entering into new geographical markets. Based on the pro forma revenue of $45.2 million for the year ended December 31, 2023, our “core markets” are Japan and Taiwan where we generated approximately 54% and 46%, respectively, of our pro forma revenue. Our “Tier 1” markets include Singapore, South Korea, Thailand, Vietnam, Malaysia and Asian-American audiences. Our “Tier 2” markets include Indonesia, the Philippines and India, where we have a longer-term focus. We already collect zero-party data in certain Tier 1 and Tier 2 markets such as Singapore, Thailand, Malaysia, Indonesia and the Philippines, helping us better understand audience preferences in such regions. We believe we have a business model that allows us to replicate our success in new geographical markets, and a client base that is keenly interested in reaching new audiences in these new markets. However, any expansion outside of our core markets will increase costs related to hiring employees to produce and distribute additional content and for sales of our products and services to potential clients, and we expect expense growth to outpace revenue growth in the short-to-medium term. In addition, as we weigh international expansion, our expansion strategy will be influenced by macroeconomic and geopolitical risks that vary from market to market, which we are unable to predict with any certainty. Our success in new geographical regions depends on several specific factors, including those discussed under the caption “Risk Factors — Our international operations are subject to increased challenges and risks.”

Operating Efficiencies

Our results of operations depend on our ability to manage our expenses. Expanding our media brands, investing in technology, and expanding our salesforce may lead to lower gross profit and adjusted EBITDA margins. We have a track record of prudent expense management with adjusted EBITDA margins remaining relatively consistent at 2% in 2022 and 3% in 2023, even as we invested in significant revenue growth. In addition, we believe that we will be able to realize and improve revenue and cost synergies from the merger with Mediagene as we further integrate Mediagene’s operations with TNL. However, our performance and future success, including achieving

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expected synergies from the merger with Mediagene, depends on several specific factors that present significant opportunities but also pose risks and challenges, including those discussed under the caption “Risk Factors — Risks Related to TNL Mediagene’s Operations and Industry — TNL and Mediagene merged in May 2023 to form TNL Mediagene. We may not be able to successfully integrate the two businesses and may continue to incur significant costs to integrate with and support Mediagene. We also may not realize the anticipated benefits of the merger because of difficulties related to the integration, the achievement of such synergies, and other challenges faced by TNL Mediagene.”

We also invest in new technology and systems that may not generate revenue, but we believe will increase operational efficiency by allowing our employees to achieve higher productivity over time.

Finally, we believe that we will continue to benefit from economies of scale as we execute our monetization strategy and control sales, general and administrative expenses.

Product Innovation — Research and Development

We intend to increase our investments in our technology business segment with the objective of increasing revenue from retail media, e-commerce, AdTech and CDP/data licensing. We believe investing in our technology products will help our clients increase ROAS while diversifying our revenue into higher gross profit sources and leading us to provide offerings similar to standalone Software-as-a-Service offerings in the long-term.

We believe that our operations in Taiwan, where we have a strong brand as a global advertising and data technology research and development company with a market-leading talent pool and where we benefit from relatively lower costs, provide a competitive advantage. However, new products may not have the uptake we expect and thus our investment in technology may negatively impact our financial performance in the short term. In addition, our performance and future success depend on several specific factors that present significant opportunities but also pose risks and challenges, including those discussed in the section titled “Risk Factors — Risks Related to TNL Mediagene’s Technology, Security and Privacy.”

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with IFRS. All intercompany accounts and transactions have been eliminated on consolidation. For the purposes of presenting consolidated financial statements, our assets and liabilities and our foreign operations (including subsidiaries in other countries that use currencies which are different from our functional currency) are translated into U.S. Dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity.

Components of Results of Operations

Revenues

We generate revenue from three sources: (1) media and branded content, (2) technology, and (3) digital studio:

Media and Branded Content:Our media and branded content segment includes advertising revenue, sponsored content, subscriptions, and events. The majority of revenue in this segment is from the sale of content or advertising space on our owned digital media brand websites. Advertising space is offered both to end advertising clients and other content advertisers. Sponsored content involves the creation, distribution, and promotion of articles for a client. Subscription revenue includes fees to access our premium content websites. Event revenue consists of sponsorship and ticket sales, which we recognize when the event is completed.

Technology:Our technology segment primarily includes revenue from advertising technology and e-commerce. We provide advertising technology services through our own or third-party broadcast networks. Our e-commerce sites serve as a sales channel for third party vendors to sell their products. We earn a commission on each product sold, which we recognize monthly based on the contractual arrangements. We also offer affiliate links on our digital media brand websites which direct viewers to third party e-commerce sites, such as Amazon and

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Rakuten, to browse and purchase products. We earn a commission on products purchased through the affiliate links, which varies based on the contractual arrangement with each third-party e-commerce site. Our technology segment also includes revenue from retail media and data licensing.

Digital Studio:Our digital studio segment generates revenue from providing integrated marketing services, including target insights, branding, creative marketing, media communication, data analysis and public relations, as well as consulting services in creating and implementing the clients’ marketing plans with negotiated fees.

Cost of Revenue

Our cost of revenue consists of personnel-related costs, including salaries, benefits, and share-based compensation, expenses directly associated with the delivery of our advertising, and other services and payment to external media suppliers.

Sales, General and Administrative Expenses

Our sales, general and administrative expenses consist primarily of personnel-related costs including salaries, benefits and share-based compensation for employees engaged in sales, marketing, finance, legal, human resources, information technology, communications, and other administrative functions. Sales, general and administrative expenses also include costs incurred for advertising, marketing and promotional expenditures, professional services, including outside legal and accounting services, as well as allocated facilities and other supporting overhead costs.

Research and Development Expenses

Our research and development expenses consist primarily of personnel-related costs including salaries, benefits, and share-based compensation for engineers and other employees engaged in the research, design, and development of new and existing technology business. Research and development expenses also include consulting services and hosting costs associated with internal research and development activities, as well as allocated facilities and other supporting overhead costs.

Interest Income

Our interest income primarily consists of interest earned on bank deposits and financial assets at amortized costs.

Other Income

Our other income primarily consists of subsidies from local governments and reversal of asset retirement obligations. We do not expect material subsidies from local governments in the foreseeable future.

Other Gains and Losses

Our other gains and losses primarily consist of gains and losses on financial liabilities at fair value through profit or loss (“FVTPL”), financial liabilities measured at amortized costs (“AC”), impairment loss on intangible assets and foreign exchange gains and losses. FVTPL and AC are mainly associated with our convertible preference shares and is a non-cash and extraordinary item that will not recur in the fiscal years after the consummation of the Merger and the listing of the TNL Mediagene Ordinary Shares on Nasdaq as all of the convertible preference shares issued by us were converted into TNL Mediagene Ordinary Shares during the year ended December 31, 2023.

Finance Costs

Our finance costs consist primarily of interest expenses on our borrowings and our lease liabilities.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

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Taiwan

Our subsidiaries incorporated in Taiwan are subject to income tax at a rate of 20.0%, with a tax rate for unappropriated earnings of 5.0%. In addition, dividend payments by our Taiwanese subsidiaries to us are subject to a Taiwan withholding tax of 21%. The Taiwan Controlled Foreign Company (“CFC”) rules enacted in 2016 have been implemented since January 1, 2023, pursuant to which, certain profits retained at a CFC located in a low-tax jurisdiction would be taxable at its parent company in Taiwan. The alternative minimum tax (“AMT”) imposed under the Taiwan Income Basic Tax Act is a supplemental income tax which applies if the amount of regular income tax calculated pursuant to the Taiwan Income Tax Act and relevant laws and regulations is below the amount of basic tax prescribed under the Taiwan Income Basic Tax Act. The taxable income for calculating AMT includes most income that is exempt from income tax under various legislations, such as capital gains from qualified securities and future transactions. The prevailing AMT rate for business entities is 12%.

No provision for Taiwan tax has been made in the financial statements for the years ended December 31, 2022 and 2023.

Japan

Our operations are based partially in Japan and we are subject to income tax on an entity basis on our estimated chargeable income arising in Japan at the applicable statutory tax rate of 34.6%.

Results of Operations

Comparison of the Years Ended December 31, 2022 and 2023

The following table summarizes key components of our results of operations for the periods indicated:

	Year ended December 31,
($ in dollars, unless otherwise stated)	2022		2023		Change		% Change
Revenue	20,009,994		35,838,780		15,828,786		79.1	%
Cost of revenue	(12,268,798	)	(23,187,396	)	10,918,598		89.0	%
Gross profit	7,741,196		12,651,384		4,910,188		63.4	%
Sales, general and administrative expenses	(8,648,811	)	(16,421,386	)	7,772,575		89.9	%
Research and development expenses	(2,509,069	)	(3,327,185	)	818,116		32.6	%
Operating loss	(3,416,684	)	(7,097,187	)	3,680,503		107.7	%
Interest income	10,994		19,340		8,346		75.9	%
Other income	75,576		409,555		333,979		441.9	%
Other gains and losses	(8,174,802	)	5,160,379		13,335,181		n.m.(1	)
Finance costs	(137,029	)	(298,958	)	161,929		118.2	%
Loss before income tax	(11,641,945	)	(1,806,871	)	(9,835,074	)	-84.5	%
Income tax benefit	247,177		591,082		343,905		139.1	%
Loss for the year	(11,394,768	)	(1,215,789	)	(10,178,979	)	-89.3	%

Revenue

Revenue increased $15.8 million, or 79.1%, to $35.8 million in 2023, from $20.0 million in 2022. During the same period, all three sources of revenue increased with media and branded content segment growing $4. 9 million, technology segment growing $4.8 million, and digital studio segment growing $6.1 million. Mediagene accounted for $15.1 million, or 42.2%, of the total revenue of $35.8 million in 2023.

Cost of Revenue

Cost of revenue increased $11.0 million, to $23.2 million in 2023, from $12.2 million in 2022. $10.7 million of the year-on-year increase was attributable to the acquisition of Mediagene in 2023, accounting for 46.0% of the total cost of revenue of $23.2 million in 2023.

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Sales, General and Administrative Expenses

Sales, general and administrative expenses increased $7.8 million to $16.4 million in 2023, from $8.6 million in 2022. 41.1% of the year-on-year increase, or $3.2 million, was tied to one-time transaction costs related to the Mediagene acquisition and the Proposed Transactions. Another 35.9% of the year-on-year increase, or $2.8 million, was tied to increased headcount and related personnel costs from the integration of Mediagene, accounting 25.6% of the total sales, general and administrative expenses of $16.4 million in 2023.

Research and Development Expenses

Research and development expenses increased $0.7 million to $3.1 million in 2023, from $2.5 million in 2022. The increase was primarily due to an increase in our expenses related to technology spending.

Interest Income

Interest income increased $8 thousand to $19 thousand in 2023, from $11 thousand in 2022.

Other Income

Other income increased $0.3 million to $0.4 million in 2023, from $0.1 million in 2022. The increase was primarily due to a significant increase in gain on reversal of asset retirement obligations from Mediagene in 2023. The gain on reversal of asset retirement obligation was driven by a lower carry amount of asset retirement obligation estimated on December 31, 2023 as compared to December 31, 2022.

Other Gains and Losses

Other gains and losses increased by $13.3 million for the year ended December 31, 2023 compared to the year ended December 31, 2022. The significant change was primarily due to adjustments in non-cash valuation gains on financial liabilities at fair value through profit or loss and financial liabilities measured at amortized cost. These adjustments were driven by a lower fair value of our convertible preference shares upon their conversion into ordinary shares during the year ended December 31, 2023 compared to the year ended December 31, 2022. We recognized $7.5 million of loss on financial liabilities measured at amortized cost due to the higher fair value of convertible preference shares for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Finance Costs

Finance costs increased $0.2 million to $0.3 million in 2023, from $0.1 million in 2022. The increase was primarily due to an increase of short-term borrowings.

For information related to reportable segments, please see Note 41 of our audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

Non-IFRS Financial Measure

In this proxy statement/prospectus, we have included adjusted EBITDA, a non-IFRS financial measure, which is a key measure used by our management and board of directors in evaluating our operating performance.

Adjusted EBITDA is our preferred metric for profitability because we believe it facilitates operating performance comparisons on a period-to-period basis and excludes items that we do not consider to be indicative of our core operating performance. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of its results as reported under IFRS. Some of these limitations are:

•although amortization and depreciation are non-cash charges, the assets being amortized and depreciated may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

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•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; and

•other companies, including our competitors in various industries, may calculate adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

To calculate adjusted EBITDA, we adjust, among others, depreciation expenses and amortization expenses as well as extraordinary items associated with one-time events and transactions, such as one-time transaction-related expenses, to profit (loss) for the year. In 2023, adjusted EBITDA excludes one-time transaction-related costs of approximately $3.2 million incurred in connection with the acquisition of Mediagene and the Merger Agreement. In 2022, adjusted EBITDA figures does not have any exclusion of one-time transaction-related costs or any other adjustments from adjusted EBITDA. Our adjusted EBITDA was a loss of $1.9 million in 2022 and a loss of $1.1 million in 2023.

The table below sets forth a reconciliation of net income to adjusted EBITDA for the periods indicated.

	For the year ended December 31,
($ in dollars, unless otherwise stated)	2022			2023
Loss from the year	$	(11,394,768	)	$	(1,215,789	)
Add (less):
Income tax benefit		(247,177	)		(591,082	)
Finance costs		137,029			298,958
Other gains and losses(1)		8,174,802			(5,160,379	)
Other income		(75,576	)		(409,555	)
Interest Income		(10,994	)		(19,340	)
Operating loss	$	(3,416,684	)	$	(7,097,187	)
Add:
Depreciation expenses		433,262			1,025,783
Amortization expenses		1,058,392			1,809,774
One-time transaction-related expenses(2)		—			3,194,668
Adjusted EBITDA		(1,925,030	)		(1,066,962	)
Revenue		20,009,994			35,838,780
Net loss margin (%)		-56.9	%		-3.4	%
Adjusted EBITDA Margin (%)		-9.6	%		-3.0	%

____________

(1)Other gains and losses for the year ended December 31, 2022 comprise an $8.2 million loss mainly attributed to a change in the FVTPL and AC mainly associated with our convertible preference shares, a non-cash and extraordinary item. Other gains and losses for the year ended December 31, 2023 comprise a $5.2 million gain mainly attributed to a change in the FVTPL and AC mainly associated with the conversion of all of our preference shares into our ordinary shares at a lower fair value during the year ended December 31, 2023.

(2)One-time transaction-related expenses comprise the legal, audit, and accounting fees related to the merger with Mediagene and the Proposed Transactions, which were not eligible for capitalization.

Liquidity and Capital Resources

In the years ended December 31, 2022 and 2023, we have generated negative cash flows from operations and have financed our operations mainly through equity contributions from our shareholders in addition to borrowings from banks and payments received from our clients. As of December 31, 2023, we had cash and cash equivalents of $3.0 million, which consisted of cash on hand, checking accounts and demand deposits, and have incurred a net loss of $1.2 million for the year ended December 31, 2023. Our audited consolidated financial statements for the fiscal years ended December 31, 2022 and 2023 include disclosure regarding the substantial doubt about its ability to continue as a going concern, primarily as a result of the recurring losses from operations, negative working capital and net operating cash outflow, as more fully described in “Risk Factors — Risks Related to TNL Mediagene’s Operations and History — TNL Mediagene’s ability to continue as a going concern depends in part on improving its

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operating and financing conditions” and Note 1 to our audited consolidated financial statements included elsewhere in this proxy statement/prospectus. Our ability to continue as a going concern depends on our ability to improve our operating conditions and raise additional capital through equity offerings or debt financings. Our management’s business plans consider, among others, the cost management, the issuance of promissory notes and renewal of its loan facilities with the financial institutions. Although our management continues to pursue these plans, there can be no assurance that we will be successful in obtaining sufficient funding on terms acceptable to us to fund continuing operations.

Our cash requirements for the two years ended December 31, 2023, and any subsequent interim period, primarily include business acquisitions to diversify and expand our business in the media industry, capital expenditure, lease obligations, contractual obligations, and other commitments. Our capital expenditures are primarily related to the purchase of IT equipment for employees and have not been material. Our lease obligations consist of the commitments under rental agreements for our office premises. Our contractual obligations primarily consist of repayment for borrowing and contingent consideration due from business acquisitions. We expect these items to continue to be the primary part of our short-term cash requirements. In addition, as part of our growth strategy, we intend to further invest in research and development of technology products, develop new advertising technology platforms, broaden our client base, and expand our businesses within Asia. These new developments and expansions may generate long-term cash requirements. We intend to fund our future material cash requirements with additional financings, including the net proceeds from the Merger. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.

To the extent that our current resources are insufficient to satisfy our cash requirements and future growth strategy, we may need to seek additional equity or debt financing, including, but not limited to, the net proceeds from the Merger. If the financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in product development or delay, scale back or abandon all or part of our growth strategy, which could have an adverse impact on our business and financial prospects.

Finance Costs

Finance costs increased to $0.3 million in 2023 from $0.1 million in 2022. The increase was primarily due to an increase in borrowing.

We had $11.1 million in outstanding debt as of December 31, 2023 with an average interest rate of 2.4%. The debt consists of $5.3 million in short-term borrowings with an average interest rate of 2.1% and $5.8 million in long-term borrowings and bonds payable with an average interest rate of 2.7%. We have strong relationships with local banks and secured low interest-rate long-term loans and bank facilities during the favorable interest-rate environments in Japan and Taiwan.

Other payables increased to $6.8 million in 2023 from $3.0 million in 2022. 66% of the increase is due to $2.7 million in professional fee payables for legal, accounting, and consulting services related to the acquisition of Mediagene and the annual audit. Other expenses mostly consist of employee salaries and bonuses payable, which increased by 4.2% from 2022 to 2023 mainly due to the rising inflation.

Cash Flows Summary

Presented below is a summary of our operating, investing, and financing cash flows for the periods presented:

	Year ended December 31,
($ in dollars, unless otherwise stated)	2022		2023
Cash flows from (used in) operating activities	(760,106	)	(1,424,480	)
Cash flows from (used in) investing activities	(2,364,873	)	252,741
Cash flows from (used in) financing activities	4,993,827		530,972
Effects of exchange rates changes on cash and cash equivalents	(314,199	)	(63,251	)
Net increase (decrease) in cash and cash equivalents	(1,554,649	)	(704,018	)

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Cash Flows from Operating Activities

Cash flows generated or used in operating activities primarily relate to the collection of accounts receivables, payment of provision and payables, net interest received, and income tax paid.

Net cash used in operating activities was $1.4 million in 2023, primarily from our operating loss before income tax of $1.8 million due to an increase in sales, general and administrative expenses outpacing gross profit increase associated with the merger with Mediagene and an increase in working capital of $2.8 million, partially offset by an increase in other gains due to gain on financial liabilities at fair value through profit or loss recorded from our convertible preferred shares of $5.5 million. Net cash used in operating activities was $0.8 million in 2022, primarily from our operating loss before income tax of $11.6 million due to research and development expenses and other losses associated with changes in the financial liabilities for our convertible preference shares and an increase in working capital of $1.5 million, partially offset by non-cash items of losses on valuation of financial liabilities, primarily from our convertible preference shares, of $8.1 million.

Cash Flows Generated from (Used in) Investing Activities

Cash used in investing activities primarily relates to the acquisition of financial assets, payment of contingent considerations, the acquisition of property, plant and equipment, the acquisition of intangible assets and the acquisition of subsidiaries.

Net cash generated from investing activities was $0.3 million in 2023, primarily due to $0.9 million in cash received from the acquisition of Mediagene through a share exchange transaction, partially offset by our payment for contingent consideration of $0.4 million related to the acquisition of Polydice Co., Ltd. in 2022. Net cash used in investing activities was $2.4 million in 2022, primarily due to our $1.7 million payment for the acquisition of Polydice Co., Ltd., $0.3 million payment for contingent consideration related to the acquisition of S.C. Integrated Marketing Communication Co., Ltd. in 2020 and a $0.2 million payment for intangible assets.

Cash Flows from Financing Activities

Net cash generated from financing activities was $0.5 million in 2023, primarily consisting of $1.2 million in net proceeds from short-term and long-term bank loans and bonds payable, and $0.3 million in proceeds received from issuance of new ordinary shares including employees’ exercise of stock option, partially offset by $0.8 million in repayment of lease liabilities and $0.3 million in payments to acquire increased ownership interests in subsidiaries. Net cash generated from financing activities was $5.0 million in 2022, primarily consisting of $2.3 million in net proceeds from long-term bank loans, $2.2 million in proceeds from the issuance of series D-2 convertible preference shares, $0.3 million in proceeds received from advance receipts for share capital, $0.7 million in changes in non-controlling interests, partially offset by $0.4 million in repayment of lease liabilities and a $0.2 million decrease in non-current liabilities.

Contractual Obligations and Commitments

During the periods presented, we did not have any material contractual obligations and commitments.

Off-Balance Sheet Commitments and Arrangements

During the periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Policies, Judgments and Estimates

We prepare consolidated financial statements in accordance with IFRS, which requires us to make judgments, estimates and assumptions that affect the reported amounts of our assets and liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, and our expectations regarding the future based on available information and assumptions that we believe to be reasonable, which together form our

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basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

The selection of critical accounting policy, the judgments and other uncertainties affecting application of such policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. For further information on our significant accounting policies, see Note 4(z) to our audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and result of operations is disclosed in Note 3 to our audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus.

Emerging Growth Company Status

As defined in Section 102(b)(1) of the JOBS Act, we are an emerging growth company. As such, we will be eligible for and intend to rely on certain exemptions and reduced reporting requirements provided by the JOBS Act, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. For more details, see “Risk Factors — Risks Related to Ownership of TNL Mediagene’s Securities — We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.”

We will remain an emerging growth company under the JOBS Act until the earliest of: (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing Date (b) in which we have total annual gross revenues of at least $1.235 billion, or (c) in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (2) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.

Foreign Private Issuer Status

We are an exempted company limited by shares incorporated in 2015 under the laws of the Cayman Islands. After the consummation of the Merger, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and accordingly, the next determination will be made with respect to us on June 30, 2024. Even after we no longer qualify as an emerging growth company, for so long as we qualify as a foreign private issuer, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•the rules requiring domestic filers to issue financial statements prepared under U.S. GAAP;

•the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

•the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosure of material non-public information by issuers.

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We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, after the Merger, our shareholders will receive less or different information about us than a shareholder of a U.S. domestic public company would receive.

Following the Proposed Transactions, we expect to be listed on Nasdaq. Nasdaq rules permit a foreign private issuer such as TNL Mediagene to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. Among other things, we are not required to have:

•a majority of the board of directors consisting of independent directors; or

•regularly scheduled executive sessions with only independent directors each year.

We intend to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of Nasdaq applicable to U.S. domestic public companies. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States. For more details, see “Risk Factors — Risks Related to Ownership of TNL Mediagene’s Securities — As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.”

Foreign private issuers, similar to emerging growth companies, are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remains a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.

If at any time we cease to be a foreign private issuer, we will take all action necessary to comply with the applicable rules of the SEC and Nasdaq.

Internal Control over Financial Reporting

Prior to the Closing of the Merger, we have been a private company with limited accounting personnel to adequately execute its accounting and financial reporting processes and limited supervisory resources with which to address its internal control over financial reporting. As a result of becoming a public company, we will operate in an increasingly demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act, Nasdaq regulations, SEC rules and regulations, expanded disclosure and reporting requirements and more complex accounting rules. Our responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures.

In connection with the audit of TNL Mediagene’s consolidated financial statements as of and for the years ended December 31, 2022 and 2023, we have identified material weaknesses in our internal control over financial reporting, which we plan to further address. The material weaknesses identified relate to: (i) lack of sufficient accounting personnel with appropriate understanding of IFRS and SEC financial reporting requirements to address complex accounting issues and related disclosures; (ii) lack of formalized financial reporting controls and procedures to address complex/unusual transactions and related accounting issues and to facilitate preparation of consolidated financial statements prepared in accordance with IFRS; and (iii) lack of effective maintenance and controls over certain information technology environments including (a) information technology-related general controls process, (b) segregation of duties in the information technology department and effective control on defining and assigning individual’s rights to access systems, programs or transaction raw data and (c) track records or log on system activities for access to system program and data.

We intend to take certain steps, such as recruiting additional personnel, in addition to utilizing external experts and specialists, to supplement our internal resources, to enhance our internal control environment and plan to take additional steps to remediate the material weaknesses identified. Although we plan to complete this remediation

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process as quickly as possible, we cannot at this time estimate how long this process will take. We cannot assure you that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weakness in internal control over financial reporting or that we will prevent or avoid potential future material weaknesses. If the steps we take do not correct the material weakness in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis. See “Risk Factors — We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial results accurately or file our periodic reports as a public company in a timely manner.”

We anticipate that the process of building our accounting and financial functions and infrastructure will result in substantial costs, including significant additional professional fees and internal costs. Any disruptions or difficulties in implementing or using such a system could adversely affect our controls and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management’s attention.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business, including the effects of credit, interest rates, capital and liquidity risks. Information relating to quantitative and qualitative disclosures about these market risks is described below and in Note 40 to our audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus.

Foreign Currency Risk

As the majority of our revenue and expenses are denominated in the functional local currencies of our subsidiaries, we are exposed to foreign exchange risk in our daily operations. While our exposure to foreign exchange risk is generally expected to be limited, the reported results of operations in the financial statements will be impacted by the exchange rate between the U.S. Dollar and the functional local currencies of our subsidiaries, including the New Taiwan dollar and Japanese yen.

For the year ended December 31, 2023, we had $0.04 million of other comprehensive losses generated from the exchange rate differences on translation of foreign operations, whereas for the same period in 2022, we had $0.7 million of other comprehensive losses generated from exchange rate differences in the translation of foreign operations.

A hypothetical 10% change in foreign currency exchange rates on our monetary assets and liabilities would not be material to our financial condition or results of operations.

While we have not engaged in the hedging of our foreign currency transactions to date, and do not enter into any hedging contracts for trading or speculative purposes, we may in the future enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.

Interest Rate Risk

We are exposed to interest rate risk because our borrowings are based on both fixed and floating interest rates. Our interest rate risk is mainly concentrated in the fluctuation of the benchmark interest rates arising from cash, short-term borrowings, long-term borrowings, and leasing liabilities. We manage our interest rate risk by having a balanced portfolio of fixed and variable rate bank loans and have not historically used any derivative financial instruments to manage our interest rate risk exposure. For the years ended December 31, 2022 and 2023, it is estimated that a general increase of 1% in interest rates, with all other variables held constant, would decrease our profit before income approximately $0.1 million in each year, mainly due to our borrowings with floating interest rates.

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Credit Risk

Credit risk refers to the risk of financial loss arising from default by our clients or counterparties. Our main credit risk is that counterparties may not repay accounts receivable in full based on agreed terms. Most of our accounts receivable are from large companies where the risk of default is considered low. We actively monitor and manage our credit risk by performing credit checks and monitoring credit limits, and maintain an allowance for expected credit losses based upon the expected collectability of all accounts receivable. With respect to banks and financial institutions, we only accept reputable financial institutions in the jurisdictions where we and our subsidiaries are located. We deposit cash across several banks to limit the amount of credit exposure we may incur to any one bank.

Liquidity Risk

We manage liquidity risk by monitoring and maintaining a level of cash deemed adequate to finance our operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

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MEDIAGENE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this section, “Mediagene” refers to Mediagene Inc. and its consolidated subsidiaries (“Mediagene”) prior to the merger with The News Lens Co., Ltd. (“TNL”) to form TNL Mediagene in May 2023. The following discussion and analysis provides information that Mediagene’s management believes is relevant to an assessment and understanding of Mediagene’s results of operations and financial condition. This discussion and analysis should be read together with “Summary Consolidated Financial Information of TNL Mediagene” and the audited historical consolidated financial statements and related notes that are included elsewhere in this proxy statement/prospectus. This discussion and analysis should also be read together with the pro forma combined financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. For more information about forward-looking statements, see the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section of this proxy statement/prospectus entitled “Risk Factors” or elsewhere in this proxy statement/prospectus.

Mediagene’s consolidated financial statements have been prepared in accordance with IFRS. Mediagene’s reporting currency is Japanese yen. For more information about the basis of presentation of Mediagene’s consolidated financial statements, see “— Basis of Presentation” and Note 2 to Mediagene’s audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus.

Certain figures, including interest rates and other percentages included in this section, have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in Mediagene’s consolidated financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

Mediagene started out as an independent digital media company in Japan in 1998, co-founded by Motoko Imada, expected to serve as a director and the president of TNL Mediagene upon consummation of the Merger, and Hiroto Kobayashi, expected to serve as the chief content officer in Japan of TNL Mediagene upon consummation of the Merger. Since its founding, Mediagene has been a pioneer in the digital media and advertising space in Japan and launched its integrated digital marketing solutions brand, Infobahn, in 2015, providing innovative content and integrated marketing, live events, and retail media capabilities to advertisers in Japan. Mediagene publishes well-known and trusted digital media brands such as ROOMIE and MASHING UP, as well as Japanese editions of global digital media brands, including Gizmodo Japan, Lifehacker Japan, Business Insider Japan and DIGIDAY JAPAN, and also provides marketing, media and communication solution services, e-commerce, innovation support, integrated advertising agency and event planning services in Japan through its Infobahn brand.

Mediagene’s revenues decreased from 3,321 million yen in the fiscal year ended February 28, 2022, to 3,268 million yen in the fiscal year ended February 28, 2023. Mediagene’s total operating costs and expenses increased from 3,259 million yen in the fiscal year ended February 28, 2022, to 3,461 million yen in the fiscal year ended February 28, 2023. Although Mediagene recorded a net profit of 69.4 million yen for the fiscal year ended February 28, 2022, it recorded a net loss of 199.9 million yen in the fiscal year ended February 28, 2023. For more details, see “— Results of Operations.”

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TNL Mediagene Merger

On May 25, 2023, Mediagene merged with TNL and formed the current TNL Mediagene. As part of the merger, TNL issued 90,740,305shares of its common stock for a 100% equity interest in Mediagene, making Mediagene a wholly owned subsidiary of TNL. TNL changed its name to TNL Mediagene on June 6, 2023.

Basis of Presentation

Mediagene’s consolidated financial statements have been prepared in accordance with IFRS. All intercompany accounts and transactions have been eliminated on consolidation.

Components of Results of Operations

Revenue

Mediagene operated a single segment of the media consulting business, which categorized revenue from contracts with its clients as follows:

Media services.Mediagene’s revenue from media services consisted primarily of distribution and sale of advertisements and product promotion through affiliate advertising on its owned digital media brands, such as Gizmodo Japan, Lifehacker Japan, Business Insider Japan and ROOMIE, as well as revenue from event-related services.

Solution services.Mediagene’s revenue from solution services consisted of branding and communication design support services for its corporate clients.

Innovation support services.Mediagene’s revenue from innovation support services consisted of new business development support services for its corporate clients.

Other services.Mediagene’s revenue from other services consisted of placement and sales of advertisement on external media suppliers, as well as revenue from subscriptions.

Cost of Sales

Mediagene’s cost of sales consisted of personnel-related costs, including salaries, benefits, and stock-based compensation of its employees, expenses directly associated with the delivery of its advertising, and other services and payments to external media suppliers, including third-party content creators.

Selling, General and Administrative Expenses

Mediagene’s sales, general and administrative expenses consisted primarily of personnel-related costs, including salaries, benefits and stock-based compensation for employees engaged in sales, marketing, finance, legal, human resources, information technology, communications, and other administrative functions. Sales, general and administrative expenses also included costs incurred for advertising, marketing and promotional expenditures, professional services, including outside legal and accounting services, as well as allocated facilities and other supporting overhead costs.

Other income

Mediagene’s other income primarily consisted of rent income from leasing of Mediagene’s office space to tenants and government subsidy income for purchases of certain equipment.

Other expenses

Mediagene’s other expenses primarily consisted of one-time finance expenses paid to financial institutions.

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Finance income and costs

Mediagene’s finance income and costs primarily consisted of (i) financial assets and liabilities measured at amortized cost, (ii) financial assets measured at FVTPL, (iii) lease liabilities, (iv) foreign exchange gains and losses, and (v) interest expenses. Financial assets measured at FVTPL were mainly associated with its financial instruments such as structured bonds denominated in foreign currencies. Lease liabilities were associated with the leases of the facilities it leases for its operation.

•Foreign Exchange Gains and Losses.Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than Mediagene’s functional currency, Japanese yen. For the fiscal year ended February28, 2023, Mediagene recorded foreign exchange losses of 1.1 million yen, while Mediagene recorded foreign exchange gains of 1.2 million yen for the fiscal year ended February28, 2022.

Income tax (expense) benefit

Mediagene’s income tax (expense) benefit primarily consisted of current tax expense. Mediagene’s income tax benefit primarily consisted of deferred tax benefit arising from tax loss carryforwards. For the fiscal years ended February 28, 2023 and February 28, 2022, the applicable statutory tax rate in Japan was 34.6%. See “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Taxation — Japan.”

Results of Operations

Comparison of the Fiscal Year Ended February 28, 2023, and the Fiscal Year Ended February 28, 2022

The following table summarizes key components of Mediagene’s results of operations for the periods indicated:

	For the fiscal year ended February 28,
	2023		2022
	(JPY in thousands)
Revenue	3,268,495		3,320,600
Cost of sales	(2,443,696	)	(2,280,137	)
Gross profit	824,799		1,040,463
Selling, general and administrative expenses:	(1,016,473	)	(977,914	)
Other income	1,800		2,074
Other expenses	(393	)	(603	)
Operating profit (loss)	(190,267	)	64,019
Finance income	10,176		9,503
Finance costs	(11,402	)	(11,107	)
Profit (loss) before tax	(191,493	)	62,415
Income tax (expense) benefit	(8,369	)	7,022
Profit (loss)	(199,863	)	69,437

Revenue

Mediagene’s total revenue decreased from 3,321 million yen in the fiscal year ended February 28, 2022, to 3,268 million yen in the fiscal year ended February 28, 2023, primarily as a result of weaker sales from media services, especially from e-commerce and multinational clients offsetting stronger sales from its solutions services and innovation support services.

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Cost of Sales

Cost of sales increased from 2,280 million yen in the fiscal year ended February 28, 2022, to 2,443 million yen in the fiscal year ended February 28, 2023, primarily as a result of increased payment to external service providers in its solutions services and innovation support services as well as certain purchases of equipment.

Selling, General and Administrative Expenses

Mediagene’s selling, general and administrative expenses increased from 978 million yen in the fiscal year ended February 28, 2022, to 1,016 million yen in the fiscal year ended February 28, 2023.

Other Income

Other income decreased from 2.1 million yen in the fiscal year ended February 28, 2022, to 1.8 million yen in the fiscal year ended February 28, 2023.

Other Expenses

Other expenses decreased from 0.6 million yen in the fiscal year ended February 28, 2022, to 0.4 million yen in the fiscal year ended February 28, 2023.

Finance Income

Finance income increased from 9.5 million yen in the fiscal year ended February 28, 2022, to 10.2 million yen in the fiscal year ended February 28, 2023.

Finance Costs

Finance costs increased from 11.1 million yen in the fiscal year ended February 28, 2022, to 11.4 million yen in the fiscal year ended February 28, 2023.

Liquidity and Capital Resources

Mediagene’s main source of liquidity was cash derived from revenue generating activities and proceeds from equity financing. As of February 28, 2023 and February 28, 2022, Mediagene’s cash and cash equivalents were 133 million yen and 352 million yen, respectively, consisting of bank deposits.

The following table sets forth a summary of Mediagene’s cash flows for the periods presented.

	For the fiscal year ended February 28,
	2023		2022
	(in thousands)
	JPY		JPY
Net cash provided by operating activities	121,195		379,455
Net cash provided by (used in) investing activities	(243,605	)	29,415
Net cash provided by (used in) financing activities	(96,851	)	(295,718	)
Net increase (decrease) in cash and cash equivalents	(219,261	)	113,151

Cash Flows from Operating Activities

Net cash provided by operating activities for the fiscal year ended February 28, 2023 was 121 million yen, a decrease of 258 million yen from 379 million yen for the fiscal year ended February 28, 2022. This decrease was due primarily to increases in cost sales and selling, general and administrative expenses of 202 million yen from increased spending for marketing.

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Cash Flows from Investing Activities

Net cash used in investing activities for the fiscal year ended February 28, 2023, was 244 million yen, which primarily resulted from the acquisition of financial instruments such as structured bonds denominated in foreign currencies as well as purchases of certain equipment.

Net cash provided by investing activities for the fiscal year ended February 28, 2022, was 29 million yen, which primarily resulted from the proceeds from sale of financial instruments.

Cash Flows from Financing Activities

Net cash used in financing activities for the fiscal year ended February 28, 2023, was 97 million yen, which primarily resulted from repayment of bonds, partially offset by the proceeds from additional short-term borrowings.

Net cash used in financing activities for the fiscal year ended February 28, 2022, was 296 million yen, which primarily resulted from repayment of bonds, partially offset by the proceeds from additional short-term borrowings.

Contractual Obligations and Commitments

The following tables set forth Mediagene’s contractual obligations as of February 28, 2023 and February 28, 2022:

	(Thousands of yen, %)
	As of February 28, 2022	As of February 28, 2023	Average interest rate
Current liabilities:
Short-term borrowings	378,400	456,800	0.58	%
Current portion of bonds	42,600	42,600	0.69	%
Current portion of long-term borrowings	4,008	4,008	0.00	%
Total	425,008	503,408
Non-current liabilities:
Bonds payable	86,168	44,036	0.69	%
Borrowings	30,314	26,306	0.00	%
Total	116,482	70,342

Other than those shown above, Mediagene did not have any significant capital and other commitments, long-term obligations or guarantees as of February 28, 2023.

Off-Balance Sheet Commitments and Arrangements

During the periods presented, Mediagene did not have any off-balance sheet commitments or arrangements.

Critical Accounting Policy, Judgments and Estimates

Mediagene prepared its consolidated financial statements in accordance with IFRS, which required it to make judgments, estimates and assumptions that affect the reported amounts of its assets and liabilities and the disclosure of our contingent assets and liabilities at the end of each fiscal period and the reported amounts of revenues and expenses during each fiscal period. Since the use of estimates is an integral component of the financial reporting process, its actual results could differ from those estimates. Some of its accounting policies required a higher degree of judgment than others in their application.

The selection of critical accounting policy, the judgments and other uncertainties affecting application of the policy and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing Mediagene’s financial statements. For further information on Mediagene’s significant accounting policies, see Note 3 to Mediagene’s audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus.

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Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

Mediagene engaged in business transactions denominated in currencies other than its primary currency, the Japanese yen. To manage such risks, it continuously monitored foreign exchange rates. As of the dates shown, its net exposure to foreign currency risk was as follows:

	(in thousands of yen)
	As of February 28, 2023	As of February 28, 2022
U.S. Dollar	60,895	15,562

For financial instruments denominated in foreign currencies Mediagene held as of February 28, 2023 and February 28, 2022, the impact on profit or loss in the consolidated statements of profit or loss in the event of a 1.0% depreciation in the value of the Japanese yen against the U.S. Dollar was as follows, assuming all other variables are held constant. Mediagene had no material exposure to foreign exchange fluctuations in any currency other than the U.S. Dollar as of these dates.

	(in thousands of yen)
	As of February 28, 2023		As of February 28, 2022
Profit or loss	(398	)	(101	)

Interest Rate Risk

Mediagene used financial instruments with interest rate fluctuation risk to raise funds for working capital and capital investment as well as to manage short-term surplus funds. To mitigate such risks, Mediagene maintained an appropriate balance between fixed and floating interest rates on borrowings. As of the dates shown, its exposure to interest rate fluctuation risk was as follows:

	(in thousands of yen)
	As of February 28, 2023	As of February 28, 2022
Borrowings with floating rates	547,444	511,176

For financial instruments held by Mediagene as of February 28, 2023 and February 28, 2022, the impact on profit or loss in the consolidated statements of profit or loss in the event of a 1.0% increase in interest rates was as follows, assuming all other variables are held constant.

	(in thousands of yen)
	As of February 28, 2023		As of February 28, 2022
Profit or loss	(3,580	)	(3,343	)

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BLUE OCEAN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this section, references to “Blue Ocean,” “we,” “us” and “our” refer to Blue Ocean Acquisition Corp. The following discussion and analysis of Blue Ocean’s financial condition and results of operations should be read in conjunction with Blue Ocean’s financial statements and the notes thereto contained elsewhere in this proxy statement/prospectus. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Regarding Forward-Looking Statements” and “Market, Industry and Other Data.” Blue Ocean’s actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements as a result of many factors, including but not limited to those described under “Risk Factors” and elsewhere in this proxy statement/prospectus.

Overview

We are a blank check company incorporated on March 26, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We consummated the Blue Ocean IPO on December 7, 2021. We did not commence operations until after the closing of the Blue Ocean IPO, and as of December 31, 2023, we have not engaged in any significant operations nor generated any operating revenues to date. We will not generate any operating revenues until after completion of our initial Merger.

As of March 31, 2024 and December 31, 2023, we had cash of approximately $38,609 and $61,977 respectively. As of March 31, 2024 and December 31, 2023 we had a working capital deficit of approximately $5,372,722 and $4,204,802, respectively. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete a business combination will be successful.

Extension Amendments

On August 29, 2023, shareholders of Blue Ocean held the Extension Meeting wherein Blue Ocean Public Shareholders approved the proposal to amend the Blue Ocean Articles to give Blue Ocean the right to extend the date by which it has to consummate a business combination from September 7, 2023 to June 7, 2024, by depositing into the Trust Account $60,000 for each of the nine subsequent one-month extensions. On May 29, 2024, shareholders of Blue Ocean held the Second Extension Meeting wherein Blue Ocean Public Shareholders approved the proposal to amend the Blue Ocean Articles to give Blue Ocean the right to extend the date by which it has to consummate a business combination from June 7, 2024 to December 7, 2024, by depositing into the Trust Account $30,000 for each of the six subsequent one-month extensions.

Proposed Merger

On June 6, 2023, we entered into the Original Merger Agreement with TNL Mediagene and Merger Sub and on May 29, 2024, entered into the Amendment. On the terms and subject to the conditions set forth in the Merger Agreement, the parties thereto will enter into the Merger, pursuant to which, among other things, Merger Sub will merge with and into Blue Ocean, with Blue Ocean surviving the Merger as a wholly owned subsidiary of TNL Mediagene. At the closing of the Merger, by virtue of the Merger, our outstanding Blue Ocean Class A Shares and Public Warrants will be canceled and converted into the right to receive equivalent TNL Mediagene Ordinary Shares and TNL Mediagene Warrants, and TNL Mediagene is expected to be the publicly traded company with its TNL Mediagene Ordinary Shares and TNL Mediagene Warrants listed on Nasdaq.

For more information about the Merger Agreement and the proposed Merger, see “The Merger Agreement and Ancillary Documents” and “Agreements Entered into in Connection with the Merger.”

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Merger. We will generate non-operating income in the form of interest income on cash and cash equivalents. There has been no significant change in our financial or

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trading position and no material adverse change has occurred since the date of our audited financial statements. We have incurred and expect to continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2024, we had net loss of $96,276 which was impacted by the change in fair value of warrant liability of $14,970, interest earned on cash held in trust account of $876,674 offset by interest expense of $2,630 and a loss from operations of $985,290. For the three months ended March 31, 2023, we had net income of $1,639,651 which was impacted by interest earned on marketable securities held in the trust account of $2,138,122, change in fair value of warrant liability of $282,559, unrealized gain on marketable securities held in the trust account of $92,492, and a loss from operations of $308,404.

For the year ended December 31, 2023, we had net income of $4,422,350 which consists of operating expenses of $4,125,912, $15,833 of interest expense, gain on change in fair value of the warrant liability of $1,029,188, interest earned on marketable securities of $6,864,803, and $670,104 of unrealized gain on marketable securities.

For the year ended December 31, 2022, we had net income of $12,658,706 which consists of operating expenses of $1,243,831, gain on change in fair value of the warrant liability of $11,226,187, interest earned on marketable securities of $854,167, and $1,822,183 of unrealized gain on marketable securities.

Liquidity and Capital Resources

On December 7, 2021, we consummated the Blue Ocean IPO of 16,500,000 Blue Ocean Units and the Private Placement of an aggregate of 8,235,000 Blue Ocean Private Placement Warrants, generating gross proceeds of $173,235,000. On December 9, 2021, the Underwriter exercised in full the option granted to them by Blue Ocean to purchase up to 2,475,000 additional Blue Ocean Units to cover over-allotments, and we issued an additional 990,000 Blue Ocean Private Placement Warrants in the Additional Private Placement, generating total gross proceeds of $25,245,000.

Following the Blue Ocean IPO, the exercise of the over-allotment option and the sale of the Blue Ocean Private Placement Warrants, a total of $193,545,000 was placed in the Trust Account. We incurred $12,517,335 in transaction costs, including $3,795,000 in cash underwriting fees, $6,641,250 of deferred underwriting fees, $1,248,100 of offering costs related to the fair value of the Founder Shares sold to Apollo, and $832,985 of other offering costs.

For the three months ended March 31, 2024, cash used in operating activities was $273,328. Net loss of $96,276 was impacted by interest earned on cash held in the Trust Account of $876,674, change in fair value of warrant liability of $14,970, interest expense of $2,630 and changes in operating assets and liabilities, $711,962

For the twelve months ended December 31, 2023, cash used in operating activities was $1,555,597. Net income of $4,422,350 was impacted by interest earned on marketable securities held in the Trust Account of $6,864,803, gain on change in fair value of warrant liability of $1,029,188, unrealized gain on marketable securities held in the Trust Account of $670,104, interest expense of $15,833 and changes in operating assets and liabilities which used $2,570,315 from operating activities.

For the twelve months ended December 31, 2022, cash used in operating activities was $411,937. Net income of $12,658,706 was impacted by interest earned on marketable securities held in the Trust Account of $854,167, gain on change in fair value of warrant liability of $11,226,187, unrealized gain on marketable securities held in the Trust Account of $1,822,183 and changes in operating assets and liabilities which used $831,893 from operating activities

As of March 31, 2024, and December 31, 2023, we had investments of $68,271,419 and $67,214,745 held in the Trust Account, respectively. We intend to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Merger. We may withdraw interest to pay taxes. During the twelve months ended December 31, 2022 and 2023, we did not withdraw any interest earned on the Trust Accounts to pay taxes.

In connection with the Extension Meeting held on August 29, 2023, the Blue Ocean Public Shareholders of record were provided the opportunity to exercise their redemption rights. Holders of 12,817,785 Blue Ocean Class A Shares exercised their right to redemption, subsequently a total of $136,786,445 in redemption payments were made in connection with this redemption from the Trust Account. To the extent that our shares or debt are used, in whole

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or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2024 and December 31, 2023, we had cash of $38,609 and $61,977 outside of the Trust Account, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination company, at a price of $1.00 per warrant at the option of the lender.

On June 20, 2023, Blue Ocean issued the 2023 Sponsor Convertible Note to the Sponsor. which was amended on May 30, 2024 to extend its maturity date from June 7, 2024 to December 7, 2024, pursuant to which the Sponsor agreed to loan Blue Ocean up to an aggregate principal amount of up to $1,500,000. The 2023 Sponsor Convertible Note is payable on the earlier of the date on which Blue Ocean consummates an initial business combination or December 7, 2024. Upon consummation of an initial business combination, the Sponsor will have the option, but not the obligation, to convert the entire principal balance of the 2023 Sponsor Convertible Note, in whole or in part, into warrants of the post-business combination entity at a price of $1.00 per warrant. The terms of such warrants (if issued) will be identical to the terms of the Blue Ocean Private Placement Warrants issued by Blue Ocean in connection with the Blue Ocean IPO. The 2023 Sponsor Convertible Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid principal and interest balance of the 2023 Sponsor Convertible Note and all other sums payable with regard to the 2023 Sponsor Convertible Note becoming immediately due and payable. As of March 31, 2024 and December 31, 2023 the outstanding principal balance under the 2023 Sponsor Convertible Note amounted to an aggregate of $1,410,000 and $1,080,000, respectively.

On August 3, 2023, Blue Ocean issued an unsecured promissory note to TNL Mediagene pursuant to which TNL Mediagene agreed to loan Blue Ocean up to an aggregate principal amount of up to $400,000 (the “TNL Mediagene Working Capital Note”). The TNL Mediagene Working Capital Note is a non-interest bearing, unsecured promissory note that will not be repaid in the event that the Merger Agreement is terminated prior to the Merger. The TNL Mediagene Working Capital Note will be paid on the date on which Blue Ocean consummates the transactions contemplated by the Merger Agreement. The following shall constitute an event of default under the TNL Mediagene Working Capital Note: (i) a failure to pay the principal within five business days of the maturity date and (ii) the commencement of a voluntary or involuntary bankruptcy action. As of March 31, 2024 and December 31, 2023 the outstanding principal balance under the TNL Mediagene Working Capital Note amounted to an aggregate of $249,906 and $149,946, respectively.

On April 5, 2024, Blue Ocean issued the 2024 Sponsor Promissory Note to the Sponsor pursuant to which the Sponsor agreed to loan Blue Ocean up to an aggregate principal amount of up to $750,000. Pursuant to the terms of the 2024 Sponsor Promissory Note, if the Merger is not consummated, the 2024 Sponsor Promissory Note will be repaid solely to the extent that Blue Ocean has funds available to it outside of its Trust Account, and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. The 2024 Sponsor Promissory Note is subject to events of default, the occurrence of any of which automatically triggers the unpaid principal of the 2024 Sponsor Promissory Note and all other sums payable with regard to the 2024 Sponsor Promissory Note becoming immediately due and payable. As of the date of this proxy statement/prospectus, the outstanding principal balance under the 2024 Sponsor Promissory Note amounted to an aggregate of $250,000.

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Based on the foregoing, management believes that Blue Ocean will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of Blue Ocean’s officers and directors to meet its needs through the earlier of the consummation of an initial business combination or one year from this filing. Over this time period, Blue Ocean will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating an initial business combination.

In connection with Blue Ocean’s assessment of going concern considerations in accordance with the authoritative guidance in FASB ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Blue Ocean has until December 7, 2024, to consummate an initial business combination. It is uncertain that the Blue Ocean will be able to consummate an initial business combination by the specified period. If an initial business combination is not consummated by December 7, 2024 and Blue Ocean decides not to extend the period of time to consummate an initial business combination, there will be a mandatory liquidation and subsequent dissolution.

Blue Ocean’s evaluation of its liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial doubt about Blue Ocean’s ability to continue as a going concern one year from the date that these condensed financial statements are issued. These condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should Blue Ocean be unable to continue as a going concern.

Off-Balance Sheet Arrangements

As of March 31, 2024, we did not have any obligations, assets or liabilities that would be considered off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

Contractual Obligations

Administrative Support Agreement

On December 2, 2021, we entered into an Administrative Support Agreement pursuant to which we may reimburse an affiliate of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support, and we are accruing that obligation.

Registration Rights

The holders of the Founder Shares, Blue Ocean Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement effective December 2, 2021, which require us to register such securities for resale (in the case of the Founder Shares, only after conversion to Blue Ocean Class A Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We paid a cash underwriting discount of 2.00% of the gross proceeds of the Blue Ocean IPO, or $3,795,000 due to the exercise of the over-allotment option in full. In addition, the underwriter will be entitled to a deferred fee of three and a half percent (3.50%) of the gross proceeds of the Blue Ocean IPO, or $6,641,250. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement. The underwriter has reimbursed us for $550,000 for offering expenses. The reimbursement of these costs has been accounted for as a reduction to offering costs of the Blue Ocean IPO.

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Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Warrant Liability

Blue Ocean accounts for the Public Warrants and Blue Ocean Private Placement Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Public Warrants and Blue Ocean Private Placement Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 480 and ASC 815. The assessment considers whether they are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Public Warrants and Blue Ocean Private Placement Warrants are indexed to Blue Ocean’s own common shares and whether the holders of the Public Warrants and Blue Ocean Private Placement Warrants could potentially require “net cash settlement” in a circumstance outside of Blue Ocean’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Public Warrants and Blue Ocean Private Placement Warrants and as of each subsequent quarterly period end date while the Public Warrants and Blue Ocean Private Placement Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statement of operations.

Blue Ocean Class A Shares Subject to Possible Redemption

Blue Ocean Class A Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Blue Ocean Class A Shares (including Blue Ocean Class A Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within Blue Ocean’s control) are classified as temporary equity. At all other times, Blue Ocean Class A Shares are classified as shareholders’ equity. Blue Ocean Class A Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2024 and December 31, 2023, 6,157,215 Blue Ocean Class A Shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ deficit section of Blue Ocean’s condensed balance sheet.

Net Income Per Ordinary Share

Basic income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Consistent with ASC 480, ordinary shares subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income per ordinary share for the three month period ended March 31, 2024 and March 31, 2023. Such shares, if redeemed, only participate in their pro rata share of trust earnings. Diluted income per share includes the incremental number of ordinary shares to be issued to settle warrants, as calculated using the treasury method. For the period from December 31, 2023 to March 31, 2024, Blue Ocean did not have any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares. As a result, diluted income per ordinary share is the same as basic income per ordinary share for all periods presented.

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2023 Sponsor Convertible Note

Upon issuance, we separately account for the liability and equity components of the 2023 Sponsor Convertible Note by estimating the fair values of (i) the liability component without a conversion feature and (ii) the conversion feature. This results in a bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statements of income unless the amount is determined to be de minimis. Upon settlement of the 2023 Sponsor Convertible Note instruments, we allocate the total consideration between the liability and equity components based on the fair value of the liability component without the conversion feature. If applicable, the difference between the consideration allocated to the liability component and the net carrying value of the liability component is recognized as an extinguishment loss or gain. The remaining settlement consideration is allocated to the equity component and recognized as a reduction of additional paid-in capital in our consolidated balance sheets.

Recently Issued Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Blue Ocean is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on Blue Ocean’s financial statements.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected to irrevocably opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of our financial statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the Blue Ocean IPO or until we are no longer an “emerging growth company,” whichever is earlier.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless the context otherwise requires, defined terms included in this section have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The unaudited pro forma condensed combined financial information below has been prepared to illustrate the effect of the Merger between TNL Mediagene and Blue Ocean, and related proposed transactions, including the Recapitalization, the issuance of the Earn-Out Shares and the conversion of the 2023 Sponsor Convertible Note, the DaEx Conversion Rights and the 2024 TNL Mediagene Convertible Notes, as well as the merger between The News Lens, Co., Ltd. and Mediagene Inc. completed on May 25, 2023 (the “TNL Mediagene Merger”).

The following unaudited pro forma condensed combined balance sheet as of December 31, 2023 combines the historical audited balance sheet of Blue Ocean as of December 31, 2023 with the historical audited consolidated balance sheet of TNL Mediagene as of December 31, 2023, giving pro forma effect to the Merger, as if it had occurred on December 31, 2023.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical statement of operations of Blue Ocean for the year ended December 31, 2023 and the historical combined statement of operations of TNL Mediagene for the year ended December 31, 2023, giving pro forma effect to the Merger and the TNL Mediagene Merger as discussed further in Note 31 to the consolidated financial statements of TNL Mediagene as of and for the years ended December 31, 2022 and 2023 as if both had occurred on January 1, 2023, the beginning of the period presented.

The historical financial information included in the unaudited pro forma condensed combined balance sheet as of December 31, 2023, has been derived from:

•the historical audited financial statements of Blue Ocean as of and for the year ended December31, 2023, and the related notes, prepared in accordance with U.S. GAAP, included elsewhere in this proxy statement/prospectus; and

•the historical audited consolidated financial statements of TNL Mediagene as of and for the year ended December31, 2023, and the related notes, prepared in accordance with IFRS, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 has been derived from:

•the historical audited financial statements of Blue Ocean as of and for the year ended December31, 2023, and the related notes, prepared in accordance with U.S. GAAP, included elsewhere in this proxy statement/prospectus;

•the historical audited combined financial statements of TNL Mediagene as of and for the year ended December31, 2023 and the related notes, prepared in accordance with IFRS, included elsewhere in this proxy statement/prospectus; and

•the unaudited financial data of Mediagene for the period from January1, 2023 to May25, 2023 prior to the TNL Mediagene Merger, prepared in accordance with IFRS.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. TNL Mediagene has elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only present the accounting adjustments for the transaction (“Transaction Accounting Adjustments”) in the unaudited pro forma condensed combined financial information as follows:

(i)Transaction Accounting Adjustments that have been identified and adjusted to reflect the pro forma adjustments that are directly attributable to the Merger (see “— Notes to Unaudited Pro Forma Condensed Combined Financial Information — Note 5 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information” below for more detail); and

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(ii)the pro forma adjustment to reflect the effect of the TNL Mediagene Merger on the condensed combined statement of operations as if it had been completed as of January 1, 2023, which includes the increase in depreciation and amortization expense on fair value of property, plant and equipment and intangibles assets recognized, and the tax effect on pro forma adjustments (see “— Notes to Unaudited Pro Forma Condensed Combined Financial Information — Note 2 — TNL Mediagene Merger” below for more detail).

The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The unaudited pro forma condensed combined financial information does not purport to represent what the actual consolidated results of operations of TNL Mediagene would have been if the Merger and the TNL Mediagene Merger had occurred on the date assumed, nor is it necessarily indicative of future consolidated results of operations. The unaudited pro forma condensed combined financial information does not purport to represent what the actual consolidated financial position of TNL Mediagene would have been if the Merger had occurred on the date assumed.

The unaudited pro forma adjustments represent management’s estimate based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analysis is performed. TNL Mediagene’s actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Such differences might include but are not limited to the estimated fair value of TNL Mediagene equity consideration, the exercise of conversion options in respect of the DaEx Conversion Rights according to the Investment Agreement, the estimated fair value of the Earn-Out Shares, the exercise of redemption rights in respect of the Public Shares, the exercise of the conversion options in respect of the 2023 Sponsor Convertible Note, and the exercise of conversion options in respect of the 2024 TNL Mediagene Convertible Notes.

This information should be read together with the accompanying notes to the unaudited pro forma condensed combined financial information, TNL Mediagene’s audited consolidated financial statements as of and for the years ended December 31, 2022 and 2023 and related notes, Blue Ocean’s audited financial statements as of and for the years ended December 31, 2022 and 2023 and related notes, the sections titled “TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Blue Ocean’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus.

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TNL Mediagene’s Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023

(in U.S. Dollar)

	TNL Mediagene (IFRS Historical)	Blue Ocean (U.S. GAAP Historical)	IFRS Conversion and Presentation	Note	Scenario 1:No Redemption with the 2023 Sponsor Convertible Note Settled by Cash				Scenario 2: Maximum Redemption with the 2023 Sponsor Convertible Note Settled by Cash				Scenario 3:No Redemption with the 2023 Sponsor Convertible Note Settled by Warrants				Scenario 4: Maximum Redemption with the 2023 Sponsor Convertible Note Settled by Warrants
					Transaction Accounting Adjustments		Note	Pro Forma Combined	Transaction Accounting Adjustments		Note	Pro Forma Combined	Transaction Accounting Adjustments		Note	Pro Forma Combined	Transaction Accounting Adjustments		Note	Pro Forma Combined
Assets
Current Assets
Cash and cash equivalents	3,030,298	61,977	—		67,214,745		A	8,576,487	67,214,745		A	—	67,214,745		A	9,656,487	67,214,745		A	—
					1,772,034		D		1,772,034		D		1,772,034		D		1,772,034		D
					(48,321,747	)	E		(48,321,747	)	E		(48,321,747	)	E		(48,321,747	)	E
					(6,641,250	)	F		(20,665,032	)	E1		(6,641,250	)	F		(20,665,032	)	E1
					(6,264,037	)	I		(6,641,250	)	F		(6,264,037	)	I		(6,641,250	)	F
					(3,399,894	)	J		(6,264,037	)	I		(3,399,894	)	J		(6,264,037	)	I
					(230,000	)	K		(3,399,894	)	J		(230,000	)	K		(3,399,894	)	J
					(1,095,833	)	L		(230,000	)	K		(15,833	)	L		(230,000	)	K
					716,430		Q		(1,095,833	)	L		716,430		Q		(15,833	)	L
					1,733,764		S		716,430		Q		1,733,764		S		716,430		Q
									1,733,764		S						1,733,764		S
									12,088,545		T						11,008,545		T
Current financial assets at amortized cost	47,216	—	—		—			47,216	—			47,216	—			47,216	—			47,216
Current contract assets	3,153,022	—	—		—			3,153,022	—			3,153,022	—			3,153,022	—			3,153,022
Notes receivable	132,403	—	—		—			132,403	—			132,403	—			132,403	—			132,403
Accounts receivable, net	8,848,384	—	—		—			8,848,384	—			8,848,384	—			8,848,384	—			8,848,384
Other receivable	348,514	—	—		(149,946	)	N	198,568	(149,946	)	N	198,568	(149,946	)	N	198,568	(149,946	)	N	198,568
Current income tax assets	288,581	—	—		—			288,581	—			288,581	—			288,581	—			288,581
Inventories	115,624	—	—		—			115,624	—			115,624	—			115,624	—			115,624
Prepayments	866,205	66,214	—		(342,674	)	J	589,745	(342,674	)	J	589,745	(342,674	)	J	589,745	(342,674	)	J	589,745
Other current assets	24,515	—	—		—			24,515	—			24,515	—			24,515	—			24,515
	16,854,762	128,191	—		4,991,592			21,974,545	(3,584,895	)		13,398,058	6,071,592			23,054,545	(3,584,895	)		13,398,058
Non-current assets
Non-current financial assets at fair value through profit or loss	40,071	—	—		—			40,071	—			40,071	—			40,071	—			40,071
Non-current financial assets at fair value through other comprehensive income	116,703	—	—		—			116,703	—			116,703	—			116,703	—			116,703
Non-current financial assets at amortized cost	289,808	—	—		—			289,808	—			289,808	—			289,808	—			289,808
Property, plant and equipment, net	537,014	—	—		—			537,014	—			537,014	—			537,014	—			537,014
Right-of-use assets	6,140,815	—	—		—			6,140,815	—			6,140,815	—			6,140,815	—			6,140,815
Intangible assets	94,147,756	—	—		—			94,147,756	—			94,147,756	—			94,147,756