SecProbe.io

CORRESP
 1
 filename1.htm

 August 22, 2025

 Via EDGAR

 Mr. Eddie Kim

 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-1
File No. 333-287669

 Acceleration Request

 Requested Date: August 22, 2025

 Requested Time: 2:00 PM EST

 Dear Mr. Kim:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, TNL Mediagene (the " Company ") hereby requests that the above-referenced Registration Statement on
Form F-1 (File No. 333-287669) (the " Registration Statement ") be declared effective at the requested date and requested
time set forth above or as soon thereafter as practicable, or at such later time as the Company may request via telephone to the staff
of the Securities and Exchange Commission. The Company hereby authorizes Jesse S. Gillespie of Morrison Foerster LLP, counsel for the
Company, to make such request on the Company's behalf.

 The Company requests that it be notified of the
effectiveness of the Registration Statement by email to Jesse S. Gillespie of Morrison Foerster LLP at jgillespie@mofo.com or by telephone
at +81 (3) 3214-6833 (work) or +81 (80) 4683-3074 (cell).

 Please direct any questions or comments regarding
this acceleration request to Jesse S. Gillespie of Morrison Foerster LLP at jgillespie@mofo.com or by telephone at +81 (3) 3214-6833 (work)
or +81 (80) 4683-3074 (cell).

 [signature page follows]

 Sincerely,

 TNL MEDIAGENE

 /s/ Tzu-Wei Chung

 Tzu-Wei Chung

 Chief Executive Officer

 cc: Jesse S. Gillespie, Morrison Foerster LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

Tzu-Wei Chung
Chief Executive Officer
TNL Mediagene
23-2 Maruyamacho
Shibuya-ku
Tokyo 150-0044
Japan

 Re: TNL Mediagene
 Draft Registration Statement on Form F-1
 Submitted May 14, 2025
 CIK No. 0002013186
Dear Tzu-Wei Chung:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jesse Gillespie
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February
12, 2025

Via
EDGAR

Ms.
Rebekah Reed

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-1

                                            File No. 333-284411

Acceleration
Request

Requested
Date: February 12, 2025

Requested
Time: 2:00 PM EST

Dear
Ms. Reed:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, TNL Mediagene (the “Company”) hereby requests that the above-referenced
Registration Statement on Form F-1 (File No. 333-284411) (the “Registration Statement”) be declared effective at the
requested date and requested time set forth above or as soon thereafter as practicable, or at such later time as the Company may request
via telephone to the staff of the Securities and Exchange Commission. The Company hereby authorizes Jesse S. Gillespie of Morrison Foerster
LLP, counsel for the Company, to make such request on the Company’s behalf.

The
Company requests that it be notified of the effectiveness of the Registration Statement by email to Jesse S. Gillespie of Morrison Foerster
LLP at jgillespie@mofo.com or by telephone at +81 (3) 3214-6833 (work) or +81 (80) 4683-3074 (cell).

Please
direct any questions or comments regarding this acceleration request to Jesse S. Gillespie of Morrison Foerster LLP at jgillespie@mofo.com
or by telephone at +81 (3) 3214-6833 (work) or +81 (80) 4683-3074 (cell).

[signature
page follows]

    Sincerely,

    TNL MEDIAGENE

    /s/ Tzu-Wei Chung

    Tzu-Wei Chung

    Chief Executive
    Officer

    cc:
    Jesse S. Gillespie,
    Morrison Foerster LLP

January 31, 2025
Tzu-Wei Chung
Chief Executive Officer
TNL Mediagene
23-2 Maruyamacho
Shibuya-ku, Tokyo 150-0044
Japan
Re:TNL Mediagene
Registration Statement on Form F-1
Filed January 22, 2025
File No. 333-284411
Dear Tzu-Wei Chung:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jesse Gillespie

CORRESP
1
filename1.htm

November 6, 2024

Via EDGAR

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

File No. 333-280161

Acceleration Request

Requested Date: November 6, 2024

Requested Time: 2:00 PM EST

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

Pursuant to Rule 461 under the Securities Act of
1933, as amended, TNL Mediagene (the “Company”) hereby requests that the above-referenced Registration Statement on
Form F-4 (File No. 333-280161) (the “Registration Statement”) be declared effective at the requested date and requested
time set forth above or as soon thereafter as practicable, or at such later time as the Company may request via telephone to the staff
of the Securities and Exchange Commission. The Company hereby authorizes Jesse S. Gillespie of Morrison Foerster LLP, counsel for the
Company, to make such request on the Company’s behalf.

The Company requests that it be notified of the
effectiveness of the Registration Statement by email to Jesse S. Gillespie of Morrison Foerster LLP at jgillespie@mofo.com or by telephone
at +81 (3) 3214-6833 (work) or +81 (80) 4683-3074 (cell).

Please direct any questions or comments regarding
this acceleration request to Jesse S. Gillespie of Morrison Foerster LLP at jgillespie@mofo.com or by telephone at +81 (3) 3214-6833 (work)
or +81 (80) 4683-3074 (cell).

[signature page follows]

Page 2

    Sincerely,

    TNL MEDIAGENE

    /s/ Tzu-Wei Chung

    Tzu-Wei Chung

    Chief Executive Officer

 cc: Jesse S. Gillespie, Morrison Foerster LLP

CORRESP
1
filename1.htm

    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.

November
5, 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

                                            Amendment No. 3 to Registration Statement on Form F-4

                                            Filed October 30, 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 November 4, 2024, on Amendment No. 3 to the Registration Statement on Form F-4 (File No.
333-280161) (the “Registration Statement”) filed with the Commission on October 30, 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.

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

Amendment
No. 3 to Registration Statement on Form F-4 filed October 30, 2024

Securities and Exchange Commission

Page 2

Risk
Factors, page 24

 1. We
                                            note that Blue Ocean’s securities are currently listed on Nasdaq and that Nasdaq Rule
                                            5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting
                                            upon issuance of a delisting determination letter for failure to meet the requirement in
                                            Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of
                                            the date of effectiveness of its IPO registration statement. Please add a risk factor to
                                            discuss that the company's securities will face immediate suspension and delisting action
                                            once the company receives a delisting determination letter from Nasdaq after the 36-month
                                            window ends on December 7, 2024. Please disclose the risks of non-compliance with this rule,
                                            including that under the new framework, Nasdaq may only reverse the determination if it finds
                                            it made a factual error applying the applicable rule. In addition, please also disclose the
                                            consequences of any such suspension or delisting, including that the company's stock may
                                            be determined to be a penny stock and the consequences of that designation, that the company
                                            may no longer be attractive as a merger partner if the company is no longer listed on an
                                            exchange, any potential impact on the company's ability to complete an initial business combination,
                                            any impact on the market for the company’s securities including demand and overall
                                            liquidity for the company's securities, and any impact on securities holders due to the company's
                                            securities no longer being considered “covered securities.”

 Response: In
                                            response to the Staff’s comment, the Company has added a risk factor titled “Nasdaq
                                            may not list our securities on its exchange, and we may not be able to comply with the continued
                                            listing standards of Nasdaq, which could limit investors’ ability to make transactions
                                            in our securities and subject us to additional trading restrictions” beginning
                                            on page 56 of the Revised Registration Statement.

 2. Please
                                            add a risk factor to discuss TNL Mediagene’s ability to comply with Nasdaq listing
                                            rules and disclose that pursuant to recent Nasdaq listing rule amendments effective October
                                            7, 2024, TNL Mediagene must comply with listing standards immediately upon consummation of
                                            the business combination or face suspension or delisting, with no grace period to “cure”
                                            the deficiencies.

 Response: In
                                            response to the Staff’s comment, the Company has added a risk factor titled “Nasdaq
                                            Rule 5815 was amended effective October 7, 2024 to provide for immediate suspension and delisting
                                            for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b) to complete a business
                                            combination, and Blue Ocean’s securities will face an immediate suspension and delisting
                                            action upon receiving a delisting determination letter from Nasdaq after the 36-month window
                                            ends on December 2, 2024” beginning on page 60 of the Revised Registration Statement.

*
* * *

Securities and Exchange Commission

Page 3

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)

November 4, 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
Amendment No. 3 to Registration Statement on Form F-4
Filed October 30, 2024
File No. 333-280161
Dear Jim Wu:
            We have reviewed your amended 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.
Amendment No. 3 to Registration Statement on Form F-4
Risk Factors, page 24
We note that Blue Ocean's securities are currently listed on Nasdaq and that Nasdaq
Rule 5815 was amended effective October 7, 2024 to provide for the immediate
suspension and delisting upon issuance of a delisting determination letter for failure to
meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business
combinations within 36 months of the date of effectiveness of its IPO registration
statement. Please add a risk factor to discuss that the company's securities will face
immediate suspension and delisting action once the company receives a delisting
determination letter from Nasdaq after the 36-month window ends on December 7,
2024. Please disclose the risks of non-compliance with this rule, including that under
the new framework, Nasdaq may only reverse the determination if it finds it made a 1.

November 4, 2024
Page 2
factual error applying the applicable rule. In addition, please also disclose the
consequences of any such suspension or delisting, including that the company's stock
may be determined to be a penny stock and the consequences of that designation, that
the company may no longer be attractive as a merger partner if the company is no
longer listed on an exchange, any potential impact on the company's ability to
complete an initial business combination, any impact on the market for the company's
securities including demand and overall liquidity for the company's securities, and any
impact on securities holders due to the company's securities no longer being
considered “covered securities.”
2.Please add a risk factor to discuss TNL Mediagene's ability to comply with Nasdaq
listing rules and disclose that pursuant to recent Nasdaq listing rule amendments
effective October 7, 2024, TNL Mediagene must comply with listing standards
immediately upon consummation of the business combination or face suspension or
delisting, with no grace period to "cure" the deficiencies.
            Please contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jesse Gillespie

CORRESP
1
filename1.htm

    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)

October 17, 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
Amendment No. 2 to Registration Statement on Form F-4
Filed October 1, 2024
File No. 333-280161
Dear Jim Wu:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 30, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
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.

October 17, 2024
Page 2
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.
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.
Exhibits and Financial Statements Schedules, page II-1
4.Please provide an updated consent from Mazars Audit LLC.
            Please contact Patrick Kuhn at 202-551-3308 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jesse Gillespie

CORRESP
1
filename1.htm

    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.

September 30, 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

Amendment No. 1 to Registration Statement on Form F-4

Filed August 5, 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 August 30, 2024, on Amendment No.1 to the Registration
Statement on Form F-4 (File No. 333-280161) (the “Registration Statement”) filed with the Commission on August
5, 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 second amendment to the Registration Statement (the “Revised Registration Statement”) for review.

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

Amendment No. 1 to Registration Statement on Form F-4 filed August
5, 2024

Timeline of the Proposed Merger with TNL Mediagene, page 93

 1. We note your response to prior comment 15 and reissue it in part. Please further revise to include enough information so that investors
can fully understand how the final terms of the letter of intent were negotiated and ultimately determined, including any negotiations
regarding ownership percentages, etc.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 93-94 of the Revised Registration Statement.

Securities and Exchange Commission

Page 2

 2. We note your response to prior comment 16 and reissue it in part. 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 and ii) a description of any negotiations relating
to any PIPE subscription agreement or marketing process undertaken to date.

 Response: 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 presently unable to make disclosures regarding specifics terms of any possible
transaction. The Company intends to amend the Registration Statement and provide information regarding the terms and status of any potential
PIPE financing process in a future filing when relevant information becomes available.

Unaudited Pro Forma Condensed Combined Financial Information

TNL Mediagene’s Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023, page 187

 3. On your table on page 189, the row titled "Issued and outstanding shares reflecting the effect of Split Factor" appears
to reflect the effect of Split Factor on 201,525,865 shares reflected on page 202 rather than the 218,816,761 shares presented on your
table. Please reconcile or advise. In addition, please revise the row titled "Total issued and outstanding shares" so that it
sums correctly.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 190 to correct these figures and revise the
relevant row title.

Material U.S. Federal Income Tax Considerations, page 216

 4. We note your response to prior comment 28 and reissue it in part. We note your disclosure on page 224 that the disclosure regarding
federal income tax considerations “IS NOT LEGAL OR TAX ADVICE.” Please delete this limitation on reliance as investors are
entitled to rely upon the provided tax opinion. Refer to Section III.D.1 of Staff Legal Bulletin No. 19 dated October 14, 2011.

 Response: In response to the Staff’s comment, the Company has deleted the language in question on page 225.

Securities and Exchange Commission

Page 3

Characterization of the Merger as a Tax-Free Reorganization under
Section 368(a) of the Code, page 216

 5. We note your response to prior comment 29 and reissue in part. We note your disclosure that “[d]ue to the absence of guidance
regarding the application of this requirement to the particular facts of the Merger, the qualification of the Merger as a reorganization
is subject to significant uncertainty.” If there is a lack of authority directly addressing the tax consequences of the transaction,
conflicting authority or significant doubt about the tax consequences of the transaction, counsel may issue a “should” or
“more likely than not” opinion to make clear that the opinion is subject to a degree of uncertainty. In such cases, counsel
should explain clearly why it cannot give a “will” opinion. Additionally, the company should provide risk factor and/or other
appropriate disclosure setting forth the risks of uncertain tax treatment to investors. Refer to Section III.C.4 of Staff Legal Bulletin
No. 19 dated October 14, 2011.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 74 and 217-218 to clarify and explain that,
although the parties intend that the Merger be treated as a reorganization within the meaning of Section 368(a) of the Code, due to the
absence of guidance bearing directly on how the applicable rules apply in the case of an acquisition of a corporation with no active business
and only investment-type assets, and the fact that the qualification of the Merger as a reorganization is based on certain facts which
will not be known until the closing of the Merger, the SPAC’s legal counsel is not able to opine on the qualification of the reorganization
within the meaning of Section 368(a). The Company has revised the disclosure in the risk factors on page 74 and the disclosure on pages
217-218 to elaborate on the tax consequences and risks of uncertain tax treatment to investors, in both instances if the Merger qualifies
as a reorganization or if it does not so qualify.

Change in Registrant’s Certifying Accountant, page 252

 6. Please disclose the name of the auditor dismissed by TNL Mediagene on July 14, 2023 in your next amendment. Also, file Exhibits
16.1 (Letter from Grant Thornton) and 16.2 (Letter from unnamed auditor dismissed).

 Response: In response to the Staff’s comment, the Company has filed Exhibit 16.1 (Letter from Grant Thornton) with the Revised Registration
Statement. With respect to the unnamed auditor referenced on the Registration Statement, the Company respectfully acknowledges the Staff’s
comment and advises the Staff that, following further consultation with such unnamed auditor, it has concluded that the unnamed auditor
was not engaged as the Company’s “principal accountant” for the purposes of Item 16F of Form 20-F because such unnamed
auditor was engaged to perform only the statutory audit of the Company’s predecessor required under the Taiwanese laws and was not
engaged to perform an audit of the Company under PCAOB rules. The Company has accordingly revised the disclosure to remove references
to the unnamed auditor on page 253 of 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)

August 30, 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
Amendment No. 1 to Registration Statement on Form F-4
Filed August 5, 2024
File No. 333-280161
Dear Jim Wu:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our July 12, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-4
Timeline of the Proposed Merger with TNL Mediagene, page 92
1.We note your response to prior comment 15 and reissue it in part. Please further revise to
include enough information so that investors can fully understand how the final terms of
the letter of intent were negotiated and ultimately determined, including any negotiations
regarding ownership percentages, etc.
2.We note your response to prior comment 16 and reissue it in part. 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 and ii) a description of any negotiations relating to any PIPE subscription
agreement or marketing process undertaken to date.

August 30, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
TNL Mediagene's Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31,
2023, page 186
3.On your table on page 189, the row titled "Issued and outstanding shares reflecting the
effect of Split Factor" appears to reflect the effect of Split Factor on 201,525,865 shares
reflected on page 202 rather than the 218,816,761 shares presented on your table. Please
reconcile or advise. In addition, please revise the row titled "Total issued and outstanding
shares" so that it sums correctly.
Material U.S. Federal Income Tax Considerations, page 215
4.We note your response to prior comment 28 and reissue it in part. We note your
disclosure on page 224 that the disclosure regarding federal income tax considerations "IS
NOT LEGAL OR TAX ADVICE. " Please delete this limitation on reliance as investors
are entitled to rely upon the provided tax opinion. Refer to Section III.D.1 of Staff Legal
Bulletin No. 19 dated October 14, 2011.
Characterization of the Merger as a Tax-Free Reorganization under Section 368(a) of the Code,
page 216
5.We note your response to prior comment 29 and reissue in part. We note your disclosure
that "[d]ue to the absence of guidance regarding the application of this requirement to the
particular facts of the Merger, the qualification of the Merger as a reorganization is
subject to significant uncertainty." If there is a lack of authority directly addressing the tax
consequences of the transaction, conflicting authority or significant doubt about the tax
consequences of the transaction, counsel may issue a “should” or “more likely than not”
opinion to make clear that the opinion is subject to a degree of uncertainty. In such cases,
counsel should explain clearly why it cannot give a “will” opinion.  Additionally, the
company should provide risk factor and/or other appropriate disclosure setting forth the
risks of uncertain tax treatment to investors. Refer to Section III.C.4 of Staff Legal
Bulletin No. 19 dated October 14, 2011.
Change in Registrant's Certifying Accountant, page 252
6.Please disclose the name of the auditor dismissed by TNL Mediagene on July 14, 2023 in
your next amendment. Also, file Exhibits 16.1 (Letter from Grant Thornton) and 16.2
(Letter from unamed auditor dismissed).
            Please contact Patrick Kuhn at 202-551-3308 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

August 30, 2024
Page 3
cc:Jesse Gillespie

CORRESP
1
filename1.htm

    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

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.