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Correspondence 0001213900-24-041288 from Blue Ocean Acquisition Corp (BOCN, BOCNU, BOCNW) (CIK 0001856961)

Blue Ocean Acquisition Corp (BOCN, BOCNU, BOCNW) (CIK 0001856961)
Date: May 9, 2024 · CIK: 0001856961 · Accession: 0001213900-24-041288

AI Filing Summary & Sentiment

File numbers found in text: 001-41112

Date
May 9, 2024
Author
/s/ Kenny S. Terrero
Form
CORRESP
Company
Blue Ocean Acquisition Corp (BOCN, BOCNU, BOCNW) (CIK 0001856961)

Letter

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

+1 212 839 5300

+1 212 839 5599 Fax

AMERICA · ASIA PACIFIC · EUROPE

+1 212 839 5946

kterrero@sidley.com

May 9, 2024

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C .20549

Attention: Ruairi Regan and Brigitte Lippmann

Re: Blue Ocean Acquisition Corp

Preliminary Proxy Statement on

Schedule 14A

Filed April 26, 2024

File No. 001-41112

Ladies and Gentlemen:

This letter is submitted on behalf of our client, Blue Ocean Acquisition Corp (the “Company”), in response to a comment letter (the “Comment Letter”) addressed to the Company, dated May 7, 2024, from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Preliminary Proxy Statement, filed on April 26, 2024 (the “Preliminary Proxy Statement”).

Set forth below is the Company’s response to the Comment Letter. For ease of reference, the comment contained in the Comment Letter is reproduced below in bold font type and is immediately followed by the response of the Company.

The Company respectfully requests that the Staff review the filed correspondence in advance of the Company filing its Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”).

Preliminary Proxy Statement on Schedule 14A filed April 26, 2024

General

1. COMMENT: We note your response to prior comment 1. However, you have not yet filed a Form F-4 related to the transaction and you state in your Form 8-K filed on June 6, 2023 that the merger may be terminated by either the company or TNL if the merger has not occurred by June 7, 2024. Therefore, please provide an update when you plan to file a Form F-4 and whether you plan to amend the merger agreement to extend the termination date.

RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has been working diligently with The News Lens Co., Ltd. (“TNL”) team on the Form F-4 for the proposed business combination. There is an advanced draft of the Form F-4, which TNL plans to confidentially submit with the Commission by the end of this month. In light of this timeframe, the Company, TNL, and TNL Mediagene (collectively the “Parties”) have verbally agreed in principal and are working on documenting an amendment to the Agreement and Plan of Merger, dated as of June 6, 2023, among the Parties (the “BCA”), to amend the conditions to the BCA which will extend the Termination Date (as defined in the BCA) from June 7, 2024 to December 7, 2024. Such amendment to the BCA will allow sufficient time for the Form F-4 to become effective and for the proposed business combination to be completed. The Company anticipates that the Parties will enter into the amendment to the BCA in the next few weeks, and the Company will make the requisite filings with the Commission related to the entry of the amendment in compliance with the Commission’s rules and regulations.

* * *

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

U.S. Securities and Exchange Commission

May 9, 2024

Page 2

Should you wish to discuss the foregoing response at any time, please do not hesitate to contact Sonia Gupta Barros at (202) 736-8387 or at sbarros@sidley.com or me at (212) 839-5946 or at kterrero@sidley.com.

Very truly yours,
By:
/s/ Kenny S. Terrero

Show Raw Text
CORRESP
1
filename1.htm

    Sidley Austin LLP

    787 Seventh Avenue

    New York, NY 10019

    +1 212 839 5300

    +1 212 839 5599 Fax

    AMERICA ·
    ASIA PACIFIC · EUROPE

    +1 212 839 5946

    kterrero@sidley.com

May 9, 2024

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C .20549

Attention: Ruairi Regan and Brigitte Lippmann

 Re: Blue Ocean Acquisition Corp

Preliminary Proxy Statement on

Schedule 14A

Filed April 26, 2024

File No. 001-41112

Ladies and Gentlemen:

This letter is submitted
on behalf of our client, Blue Ocean Acquisition Corp (the “Company”), in response to a comment letter (the “Comment
Letter”) addressed to the Company, dated May 7, 2024, from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Preliminary Proxy Statement,
filed on April 26, 2024 (the “Preliminary Proxy Statement”).

Set forth below is
the Company’s response to the Comment Letter. For ease of reference, the comment contained in the Comment Letter is reproduced below
in bold font type and is immediately followed by the response of the Company.

The Company respectfully
requests that the Staff review the filed correspondence in advance of the Company filing its Definitive Proxy Statement on Schedule 14A
(the “Definitive Proxy Statement”).

Preliminary Proxy Statement on Schedule 14A filed April
26, 2024

General

1. COMMENT: We note your response to prior comment 1. However,
you have not yet filed a Form F-4 related to the transaction and you state in your Form 8-K filed on June 6, 2023 that the merger may
be terminated by either the company or TNL if the merger has not occurred by June 7, 2024. Therefore, please provide an update when you
plan to file a Form F-4 and whether you plan to amend the merger agreement to extend the termination date.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has been working diligently
with The News Lens Co., Ltd. (“TNL”) team on the Form F-4 for the proposed business combination. There is an advanced
draft of the Form F-4, which TNL plans to confidentially submit with the Commission by the end of this month. In light of this timeframe,
the Company, TNL, and TNL Mediagene (collectively the “Parties”) have verbally agreed in principal and are working
on documenting an amendment to the Agreement and Plan of Merger, dated as of June 6, 2023, among the Parties (the “BCA”),
to amend the conditions to the BCA which will extend the Termination Date (as defined in the BCA) from June 7, 2024 to December 7, 2024.
Such amendment to the BCA will allow sufficient time for the Form F-4 to become effective and for the proposed business combination to
be completed. The Company anticipates that the Parties will enter into the amendment to the BCA in the next few weeks, and the Company
will make the requisite filings with the Commission related to the entry of the amendment in compliance with the Commission’s rules
and regulations.

*      *      *

Sidley Austin (NY) LLP is a Delaware limited liability partnership
doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

U.S. Securities and Exchange Commission

May 9, 2024

Page 2

Should you wish to discuss
the foregoing response at any time, please do not hesitate to contact Sonia Gupta Barros at (202) 736-8387 or at sbarros@sidley.com or
me at (212) 839-5946 or at kterrero@sidley.com.

    Very truly yours,

    By:
    /s/ Kenny S. Terrero

    Kenny S. Terrero, Esq.

    cc:
    Richard Leggett – Blue Ocean Acquisition Corp.

    Stuart D. Karle – Blue Ocean Acquisition Corp.

    Sonia Gupta Barros – Sidley Austin LLP