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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.

October 29, 2024

Mr. Partick Kuhn

Mr. Rufus Decker
 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

    Amendment No. 2 to Registration Statement on Form F-4

    Filed October 1, 2024

    File No. 333-280161

Dear Mr. Kuhn, Mr. Decker 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 October 17, 2024, on Amendment No.2 to the Registration
Statement on Form F-4 (File No. 333-280161) (the “Registration Statement”) filed with the Commission on October
1, 2024 relating to a proposed business combination.

In response to the Staff’s comments, the Company intends to further
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 a third amendment to the Registration Statement (the “Revised Registration Statement”) for review.

Securities and Exchange Commission

Page 2

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

Amendment No. 2 to Registration Statement on Form F-4 filed October
1, 2024

Summary

Redemption Rights

Potential sources of dilution, page 11

 1. Regarding your acquisition of Green Quest Holding Inc., please tell us your consideration for providing information required by
Rule 3-05 and Article 11 of Regulation S-X. Please also provide us with any computations prepared that support your conclusions. Refer
to Item 14(h) of Form F-4.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has determined that Green Quest Holding,
Inc. (“Green Quest”) falls below 20 percent threshold for the purposes of Article 11 or Rule 3-05 of Regulation S-X.
The following calculations, based on (i) the latest audited consolidated financial statements of TNL Mediagene as of and for the fiscal
year ended December 31, 2023 prepare in accordance with IFRS and (ii) the unaudited financial statements of Green Quest as of and for
the fiscal year ended December 31, 2023, address each prong of Rule 3-05’s “significant subsidiary” test in turn.

    TNL

Mediagene

 (as of and

 for the

fiscal year

 ended

 December 31,

 2023)
    Green Quest

 (as of and

for the

fiscal year

 ended

 December 31,

 2023)

    (in U.S. dollars)1

    Total assets
      119,616,267
      6,740,887

    Total Operating Revenue
      35,838,780
      473,655

    Profit (Loss) Before Income Tax
      (1,806,871 )
      124,431

Note:

 (1) Figures for Green Quest have been converted from new Taiwan Dollars into USD at a constant rate of 30.71 NTD to 1 USD, the rate in
effect as of December 31, 2023, the latest audited balance sheet date.

Asset Test pursuant to Rule 1-02(w)(1)(ii):

$6,740,887 / $119,616,267 = 0.0563

yielding a significance ratio of 5.64%
for the Green Quest acquisition under the asset test.

Securities and Exchange Commission

Page 3

Investment Test pursuant to Rule 1-02(w)(1)(i):
The fair value of the consideration to be paid for Green Quest has variable and fixed components and the final consideration has not
yet been determined. However, the total consideration in any event will not exceed NTD 200,000,000, (or $6,512,536). As TNL Mediagene
is not yet publicly traded, per Regulation S-X Rule 1-02(w)(1)(i)(A), we have used the total assets of TNL Mediagene on a consolidated
basis in lieu of the aggregate worldwide market value of TNL Mediagene’s common equity as the denominator:

$6,512,536 / $119,616,267 = 0.05445

yielding a significance ratio of 5.45%
for the Green Quest acquisition under the investment test.

Income Test pursuant to Rule 1-02(w)(1)(iii):

(Total operating revenue test)

$473,655 / $35,838,780 = 0.0132

(Profit (Loss) before income tax test)

$124,431 / $1,806,871 = 0.0689

We take the lesser of these two prongs
as the significance of the acquisition under the income test per Regulation S-X Rule 1-02(w)(1)(i)(A)(1), and arrive at a significance
ratio of 1.32%.

The threshold for significance requiring
disclosure of financial statements under Rule 3-05 and pro forma information under Article 11 is 20% significance using the highest significance
ratio under the asset, investment, or income tests. As illustrated above, the highest significance ratio would be approximately 5.64%
using the investment test and falls below the 20% significance threshold. The Company therefore respectfully submits that it is not required
to provide the financial statements of Green Quest under Rule 3-05 or pro forma information under Article 11.

Unaudited Pro Forma Condensed Combined
Financial Information, page 185

 2. It appears that currently none of the redemption scenarios presented will result in the transaction going through, unless closing
condition waivers are obtained. If needed, obtain closing condition waivers (e.g., Minimum Balance Sheet Cash being no less than $20,000,000
and TNL Mediagene having at least $5,000,001 of net tangible assets), raise additional funds and/or obtain backstop financing. Please
revise your disclosures here and throughout the filing to only reflect in the maximum redemption scenario the maximum number of redemptions
that could occur without causing the transaction to be terminated.

 Response: The Company respectfully advised the Staff that, on October 23, 2024, the Company has entered into an amendment to the merger agreement
with Blue Ocean Acquisition Corp to remove the following closing conditions: (a) Minimum Balance Sheet Cash being no less than $20,000,000
and (b) TNL Mediagene having at least $5,000,001 of net tangible assets. The Company has revised the relevant disclosures throughout the
Revised Registration Statement and has filed the amendment as Annex A-3 to the Revised Registration Statement.

Consolidated Financial Statements of TNL Mediagene, page F-2

 3. Please update your financial statements in accordance with Item 8(A)(5) of Form 20-F

 Response: In response to the Staff’s comment, the Company has provided the financial statements required by Item 8(a)(5) beginning on
page F-74.

Exhibits and Financial Statements Schedules, page II-1

 4. Please provide an updated consent from Mazars Audit LLC.

 Response: In response to the Staff’s comment, the Company has filed the requested consent letter as Exhibit 23.3 to the Revised Registration
Statement.

* * * *

Securities and Exchange Commission

Page 4

Please direct any questions relating to the foregoing to me at Morrison
& Foerster LLP, Shin-Marunouchi Building, 29th Floor, 5-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-6529, Japan, telephone: +81 (3) 3214-6833,
e-mail: JGillespie@mofo.com. We appreciate your consideration of this matter.

    Sincerely yours,

    /s/ Jesse S. Gillespie

    Jesse S. Gillespie

    cc:
    Jim Wu

    (Chief Corporate Affairs Officer, TNL Mediagene)

    Joey Chung

    (Chief Executive Officer, TNL Mediagene)

    Richard Leggett

    (Chief Executive Officer, Blue Ocean Acquisition Corp)

    Matt Lasov

    (Chief Financial Officer, Blue Ocean Acquisition Corp)