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    Shin-Marunouchi Building,
    29th Floor

    1-5-1 Marunouchi

    Chiyoda-ku, Tokyo

    100-6529, Japan

    Telephone: +81 3
    3214 6522

    Facsimile: +81 3 3214 6512

    www.mofo.com

    morrison foerster

    austin, beijing,
    berlin, boston,

 brussels, denver, hong kong,

 london,

    los angeles, new york, palo alto,

    san diego, san francisco, shanghai,

    singapore, tokyo, washington, d.c.

August 2, 2024

Mr. Partick Kuhn

Mr. Rufus Decker

Ms. Rucha Pandit

Mr. Donald Field

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: TNL Mediagene

Registration Statement on Form F-4

Filed June 13, 2024

File No. 333-280161

Dear Mr. Kuhn, Mr. Decker, Ms. Pandit and Mr. Field:

On behalf of our client, TNL Mediagene (the “Company”),
a foreign private issuer incorporated under the laws of the Cayman Islands, we are responding to the comment letter of the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated July 12, 2024, on the Registration Statement on
Form F-4 (File No. 333-280161) (the “Registration Statement”) filed with the Commission on June 13, 2024 relating
to a proposed business combination.

In response to the Staff’s comments, the Company intends to amend
the Registration Statement as described below. For your convenience, we have included the text of the Staff’s comments below and
have keyed the Company’s responses accordingly. Concurrently with the submission of this letter, the Company is filing with the
Commission an amendment to the Registration Statement (the “Revised Registration Statement”) for review.

The Company’s responses to the Staff’s comments are as
follows:

Registration Statement on Form F-4 filed June 13, 2024

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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and page xiv of the Revised
Registration Statement.

Securities and Exchange Commission

Page 2

 2. 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 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.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company is not expected to be a controlled
company under Nasdaq Listing Rule 5615(c) after the business combination. However, the Company has revised the disclosure on the cover
page of the Revised Registration Statement to provide investors with additional information regarding the anticipated ownership structure
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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages xix, xxi, 61 and 189. The Company respectfully
acknowledges the Staff’s comment and advises the Staff that, although the Company is currently engaging in preliminary discussions
with potential PIPE investors, the Company has not entered into any contractual arrangement with potential PIPE investors as of the date
of this submission, and is unable to comment on the likelihood that PIPE financing will be secured. The Company intends to amend the Registration
Statement and provide additional information regarding the status and terms of any potential PIPE financing in a future filing when relevant
information becomes available.

 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page xix of the Revised Registration Statement
by adding a question and answer under the caption “Q: What Merger consideration is subject to the Sponsor earnout?”.

Securities and Exchange Commission

Page 3

 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page xix of the Revised Registration Statement
by adding a question and answer under the caption “Q: What is the aggregate value of the consideration to be paid in connection
with the Merger?”.

 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages xii and xix of the Revised Registration
Statement by amending the amount in the “Split Factor” definition and adding a question and answer under the caption “Q:
What is the aggregate value of the consideration to be paid in connection with the Merger?”.

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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure under the caption “Q: What happens to the funds
deposited in the Trust Account after consummation of the Merger?” on page xviii of the Revised Registration Statement.

Q: What interests do the Sponsor and the current officers and directors
of Blue Ocean have . . ., page xix

 8. 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 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure under the caption “Q: What interests do the
Sponsor and the current officers and directors of Blue Ocean have in the Merger?” on pages xx and xxi of the Revised Registration
Statement.

Securities and Exchange Commission

Page 4

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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and 151 of the Revised Registration
Statement.

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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 3 and 4 of the Revised Registration
Statement and added organizational charts to present the organizational structure pre- and post-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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 21 and 22 of the Revised Registration
Statement.

 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.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that while the Company is exposed to interest
rate risk due to its borrowings, which are primarily based on floating interest rates, it expects the impact of any rate increases to
be limited as discussed in the sensitivity analysis presented on page 164 of the Revised Registration Statement. As of the date of this
response letter and the concurrent filing of the Revised Registration Statement, the Company does not expect meaningful increases in borrowing
costs.

Securities and Exchange Commission

Page 5

 13. 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 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 57 of the Revised Registration Statement
to add the risk factor “The A&R Warrant Agreement designates the courts of the State of New York . . . which could limit the
ability of warrantholders to obtain a favorable judicial forum for disputes with TNL Mediagene.” addressing the Staff’s comment.

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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 89 of the Revised Registration Statement.

 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 89 of the Revised Registration Statement.

 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.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages xix, xxi, 61 and 189.The Company respectfully
acknowledges the St