SecProbe.io

July 12, 2024
Jim Wu
Chief Corporate Affairs Officer
TNL Mediagene
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Re:TNL Mediagene
Registration Statement on Form F-4
Filed June 13, 2024
File No. 333-280161
Dear Jim Wu:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1.We note your disclosure on pages xiii-xiv that Blue Ocean Units, Blue Ocean Class A
Shares and Public Warrants "are currently listed on Nasdaq." Please revise here to
disclose the market price of Blue Ocean's Units, Class A Shares and Public Warrants as of
the latest practicable date. Refer to Item 501(b)(3) of Regulation S-K and Instruction 2
thereto.
We note your disclosure on page 65 that "[u]pon 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." To the extent TNL
Mediagene will be a controlled company after the business combination, please revise the
cover page to (i) clearly state as much, (ii) disclose the percentage of voting power to be
held by the controlling shareholders following the business combination and (iii) if true,
state that the controlling shareholders will have the ability to determine all matters 2.

July 12, 2024
Page 2
requiring approval by stockholders. Additionally and if applicable, please include a
standalone risk factor that addresses the risks of being a controlled company. Lastly,
please revise the fifth paragraph of the cover page to disclose the ownership of TNL
Mediagene shareholders and the Sponsor upon completion of the business combination.
Questions & Answers About the Merger and the Extraordinary General Meeting, page xiii
3.We note that page 61 as well as several other areas of the proxy statement/prospectus
indicate that prior to closing, Blue Ocean and TNL Mediagene intend to enter into PIPE
investments to provide additional funds of $35 million in the aggregate. Please add a
question and answer to discuss the potential PIPE financing and clarify i) the likelihood
that the PIPE financing is secured, ii) whether and to what extent the PIPE may be a
possible source of dilution for public Blue Ocean's shareholders' equity stake and voting
power, iii) whether there have been any discussion to date with potential PIPE investors
and iv) to the extent known, the anticipated timing as well as a summary of the material
terms of such financing.
4.Please add a question and answer discussing the Sponsor earnout to include the number of
shares, valuation, timeframe and conditions upon which the earnout is dependent. Please
include enough information so public stockholders can clearly understand the terms and
conditions of the Sponsor's earnout.
5.Please add a question and answer addressing the consideration to be received by Blue
Ocean shareholders in the proposed business combination. Please detail the number of
ordinary shares to be issued and their relative share price valuation in comparison to the
shares to be exchange and provided to TNL Mediagene's shareholders, the Sponsor and, if
applicable, any PIPE investor.
6.Please add a question and answer discussing the aggregate value of the consideration to be
paid (or exchanged) in the business combination, as implied by the equity value of TNL
Mediagene. In this regard, we note that the "Selected Definitions" section on page x
includes a "Split Factor" definition which includes a $260 million reference and page 85
discloses a "valuation of TNL Mediagene of approximately $275 million." Please include
enough information so public stockholders can clearly understand the transaction value in
this proposed business combination.
Q: What happens to the funds deposited in the Trust Account after consummation of the Merger?,
page xviii
7.To the extent possible, please revise to quantify the amount of funds to be used for the
stated purposes. Consider adding a chart or some other presentation so public
stockholders can clearly understand how the funds held in the trust account are being used
in connection with this business combination.
Q: What interests do the Sponsor and the current officers and directors of Blue Ocean have . . .,
page xix
Please revise the disclosure to include a bullet quantifying all fees and reimbursable
expenses to be paid. As examples only, quantify any fees to be paid to the IPO
underwriter, Needham & Company, LLC and Blue Ocean's financial advisor, Newbridge
Securities Corporation. Additionally, please quantify the amounts outstanding under the 8.

July 12, 2024
Page 3
2023 Sponsor Convertible Note, the 2024 Sponsor Promissory Note, the TNL Mediagene
Working Capital Note and the total amount accrued for office space, utilities,
administrative and support services payable to an affiliate of the Sponsor.
Summary
The Parties to the Merger
TNL Mediagene, page 1
9. We note that TNL Mediagene has reported losses and negative cash flows from its
operations. Additionally, we also note that PricewaterhouseCoopers, Taiwan, TNL
Mediagene's auditor, has included a going concern qualification in its audit report. Please
revise to balance the revenue disclosure in the second to last paragraph with comparable
disclosure regarding TNL Mediagene's recent net losses and going concern qualification.
The Business Combination Proposal, page 5
10.Please revise here or in another section of the summary to briefly discuss the
organizational structure immediately following the business combination. Consider
adding a chart or some other presentation so public stockholders can clearly understand
the ownership structure between all the parties involved in the business combination.
Risk Factors, page 21
11.We note your disclosure on page 154 that from 2022 to 2023, TNL Mediagene
experienced increases in expenses consisting of "employee salaries and bonuses payable .
. .  mainly due to the rising inflation." To the extent applicable, please update your risk
factors to disclose how recent inflationary pressures have materially impacted your
business and operations. As examples only, identify the types of inflationary pressures
you are facing and how your business has been affected.
12.We note your disclosure on page 164 that TNL Mediagene is "exposed to interest rate
risk." To the extent material, please revise your summary risk factors and risk factors
sections to specifically identify this risk. In your risk factor disclosure, please discuss the
impact of any rate increases on TNL Mediagene's operations and how its business has
been affected. For example, describe whether your borrowing costs have recently
increased or are expected to increase and your ability to pass along your increased costs to
your customers.
We note your disclosure on page 225 that TNL Mediagene has "agreed that, subject to
applicable law, any action, proceeding or claim . . . relating in any way to the A&R
Warrant Agreement will be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York." We also note
that the exclusive forum provision "applies to claims under the Securities Act but does not
apply to claims under the Exchange Act or any claim for which the federal district courts
of the United States of America are the sole and exclusive forum." Please include a risk
factor to discuss this exclusive forum provision and address any risks or other impacts on
shareholders as a result of your exclusive forum provision, including increased costs to
bring a claim and that these provisions can discourage claims or limit warrant holders’
ability to bring a claim in a judicial forum that they find favorable. Please also state that
investors cannot waive compliance with the federal securities laws and the rules and 13.

July 12, 2024
Page 4
regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.
Timeline of the Proposed Merger with TNL Mediagene, page 88
14.Please revise the disclosure in this section to include a more detailed description of the
negotiations relating to the valuation of TNL Mediagene as a combined entity. For
example, it is not clear which party proposed the initial valuation, what the initial proposal
was, if and how the amount evolved throughout the negotiations (i.e. from LOI to the final
amount contained in the Merger Agreement), and when agreement on the final valuation
and type of consideration was reached.
15.Please provide a more detailed description of the negotiations regarding the letter of intent
that was executed by Blue Ocean and TNL. Please include enough information so that
investors can fully understand how the final terms were negotiated and ultimately
determined including any negotiations regarding transaction valuation, consideration,
exchange ratios, ownership percentages, etc.
16.We note that the proxy statement/prospectus contemplates a $35 million PIPE financing.
Please revise this section to include more detail regarding any PIPE investment
negotiations, including  i) any preliminary discussions about the need to obtain additional
financing for the combined company through PIPE investments beyond the amounts
available in the trust account, ii) any terms of the financing (to include pricing) and iii) a
description of any negotiations relating to any PIPE subscription agreement or marketing
process undertaken to date.
Blue Ocean's Board of Directors' Reasons for the Merger, page 93
17.We note the disclosure on page 94 indicates that there are "fees and expenses associated
with completing the Merger." Please revise here to identify to whom the fees and
expenses will be paid, and quantify such fees and expenses. Alternatively, please add a
Q&A to address transaction fees and expenses and how the funds in the trust account will
be used in connection with the closing of the business combination.
18.Please disclose whether the Board considered the fairness opinion as one of the positive
factors in approving the transaction. If not, revise to explain why not. Additionally, we
note that the "Timeline of the Proposed Merger with TNL Mediagene" section on page 88
does not reference the Board's receipt or consideration of the fairness opinion or
Newbridge's role in the proposed business combination except for Newbridge's retention
on April 26, 2023. Please revise such section to discuss in greater detail Newbridge's role
in the proposed transaction.
Certain Unaudited Prospective Financial Information of TNL Mediagene, page 95
19.We note your disclosure that you "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" due to the lapse of
time.  However, we also note that Newbridge used the Projections in certain financial
analyses (i.e. its Discounted Cash Flow Analysis).  Please revise to provide the
information for 2023 and revise as applicable.

July 12, 2024
Page 5
20.We note that TNL Mediagene's projections for the projected fiscal year 2023 appear
substantially greater than the company's reported results. In this regard, based on the
disclosure on page 101, TNL Mediagene projected revenues of $56.6 million for 2023 but
only reported actual revenues of $35.8 million as detailed on page F-5. Please add a risk
factor discussing the missed projections and any risks to investors regarding their
historical use by Blue Ocean and Newbridge in their evaluation of the proposed business
combination.
Interests of Certain Persons in the Merger, page 102
21.We note that Blue Ocean's board created a special committee to evaluate the proposed
business combination due to Mr. Brauchli's relationships with NBM and his prior service
on TNL's board. Please add a bullet addressing Mr. Brauchli's interests in this transaction
via NBM. To the extent possible, please include quantification of any ownership interest
in TNL due to these relationships.
TNL Mediagene's Business, page 124
22.With a view to providing investors with a complete and balanced picture of your business
and revenues, please disclose here a breakdown of revenue for each of your major
services. For example, it appears that you generate revenue from (i) media & branded
content (including advertising, sponsored content, subscriptions and events), (ii)
technology (including retail media, AdTech, CDP and data licensing and e-commerce)
and (iii) digital studio (including marketing strategy, creative design and market research).
However, it is not clear how much of these services contributes to your revenue.
TNL Mediagene’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Operating Efficiencies, page 154
23.We note your discussion of Adjusted EBITDA Margin. Please discuss the most directly
comparable GAAP measure with equal or greater prominence. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Components of Results of Operations
Other Gains and Losses, page 156
24.Please tell us how you determined your characterizations of amounts as extraordinary
items are appropriate or remove these statements here and throughout the filing. Refer to
paragraph 87 of IAS 1.
Results of Operations, page 157
Please ensure that all material factors discussed in your results of operations disclosure
are quantified and that the underlying reasons for each factor are fully analyzed. For
example, you disclose that 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 without providing the underlying reasons for
the increases. Additionally, please quantify the effects of changes in both price and
volume on sales and service revenue and expense categories, where appropriate. Refer to 25.

July 12, 2024
Page 6
Item 5 of Form 20-F.
Unaudited Pro Forma Condensed Combined Financial Information
TNL Mediagene's Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31,
2023, page 180
26.Please disclose the number of authorized, issued and outstanding TNL Mediagene shares
on a historical and pro forma basis (under each scenario). Also, reconcile between the
historical and pro forma amounts presented.
Certain Relationships and Related Party Transactions - Blue Ocean
Administrative Support Agreement, page 206
27.Please revise here to identify the "affiliate of the Sponsor" disclosed here as receiving up
to "$10,000 per month for office space and secretarial and administrative
support." Additionally, please discuss this entity's relationship to your Sponsor or the
company's officers and directors.
Material U.S. Federal Income Tax Considerations, page 208
28.We note your disclosure on pages 209 and 217 that the disclosure regarding federal
income tax considerations "IS FOR INFORMATIONAL PURPOSES ONLY." Please
delete these limitations on reliance as investors are entitled to rely upon the provided tax
opinions. Refer to Section III.D.1 of Staff Legal Bulletin No. 19 dated October 14, 2011.
U.S. Federal Income Tax Considerations of the Merger to U.S.