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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 29, 2024
Blue Ocean Acquisition Corp
(Exact name of registrant as specified in its
charter)
Cayman Islands |
|
001-41112 |
|
98-1593951 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2 Wisconsin Circle, 7th Floor
Chevy Chase, MD |
|
20815 |
(Address of principal executive offices) |
|
(Zip Code) |
(240) 235-5049
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Units, each consisting of one Class A ordinary
share and one-half of one redeemable warrant |
|
BOCNU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001
per share |
|
BOCN |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable
for one Class A ordinary share at an exercise price of $11.50 |
|
BOCNW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
On May 29, 2024, Blue
Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), TNL Mediagene, a Cayman Islands exempted company,
formerly known as The News Lens Co., Ltd. (“TNL Mediagene”), and TNLMG, a Cayman Islands exempted company and wholly-owned
subsidiary of TNL Mediagene, formerly known as TNL Mediagene (“Merger Sub”), entered into that certain Amendment No. 1 (“Amendment
No. 1”) to the Agreement and Plan of Merger, dated as of June 6, 2023, by and among TNL Mediagene, Merger Sub and the Company (as
amended, the “Merger Agreement”). Pursuant to Amendment No. 1, the “Termination Date” under the Merger Agreement,
which is the date after which the Company or TNL Mediagene, in its discretion, can elect to terminate the Merger Agreement if the merger
of Merger Sub with and into the Company is not yet effective, has been extended from June 7, 2024 to September 30, 2024 (the “First
Extension Date”), which date shall be automatically further extended to December 7, 2024 without further action by any party unless
the Company or TNL Mediagene notifies the other of its intent not to automatically extend such date no more than three days prior to,
nor later than, the First Extension Date. No other changes were made to the Merger Agreement.
The foregoing description is qualified in its entirety
by reference to Amendment No. 1, a copy of which is attached as Exhibit 2.1 hereto and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 of this Current Report on Form
8-K is incorporated by reference in this Item 5.03 to the extent required herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On May 29, 2024, shareholders
of the Company held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) in lieu of the
2024 annual general meeting of the shareholders of the Company. On April 26, 2024, the record date for the Extraordinary General Meeting
(the “Record Date”), there were 6,157,215 Class A ordinary Shares, par value $0.0001 per share (the “Class A ordinary
shares”), and 4,743,750 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares”,
and collectively with the Class A ordinary shares, the “Ordinary Shares”) issued and outstanding. At the Extraordinary General
Meeting, 9,660,550 Ordinary Shares, representing approximately 88.62% of the issued and outstanding Ordinary Shares as of the Record Date,
were present in person or by proxy.
At the Extraordinary General
Meeting, the Company’s shareholders approved the following items:
| (i) | a proposal to amend the Company’s amended and restated
memorandum and articles of association (the “amended articles of association”) by way of special resolution to extend the
date by which the Company must complete a business combination from June 7, 2024 (the “Termination Date”) to December 7,
2024 by electing to extend the date to consummate an initial business combination on a monthly basis for up to six times by an additional
one month each time, unless the closing of the Company’s initial business combination has occurred (the “Extension Amendment
Proposal”); and |
| (ii) | the proposal to ratify, by way of ordinary resolutions, the
selection by the audit committee of the Board of Marcum LLP (“Auditor Ratification Proposal”). |
The final proposal, set forth
as the “Adjournment Proposal” in the definitive proxy statement related to the Extraordinary General Meeting filed by the
Company with the SEC on May 14, 2024 (the “Proxy Statement”) was not presented to the Company’s shareholders.
Approval of the Extension
Amendment Proposal required a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority
of the Ordinary Shares entitled to vote thereon and voted in person or by proxy at the Extraordinary General Meeting; and approval of
the Auditor Ratification Proposal required an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority
of the Ordinary Shares entitled to vote thereon and voted in person or by proxy at the Extraordinary General Meeting.
Set forth below are the final
voting results for each of the proposals presented at the Extraordinary General Meeting:
Extension Amendment Proposal
For |
|
Against |
|
Abstain |
9,205,399 |
|
455,355 |
|
0 |
Accordingly, the Extension Amendment Proposal was
approved.
Auditor Ratification Proposal
For |
|
Against |
|
Abstain |
9,208,740 |
|
452,012 |
|
2 |
Accordingly, the Auditor Ratification Proposal
was approved.
Effective upon the approval
of the Extension Amendment Proposal, on May 29, 2024, the amended articles of association were amended pursuant to the resolutions set
forth as Annex A to the Proxy Statement. A copy of the amendment to the amended articles of association is attached to this Current Report
on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Item
8.01 Other Events.
Shareholders holding
4,315,265 Class A ordinary shares (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for
a pro rata portion of the funds in the Trust Account (as defined in the amended articles of association). As a result, approximately $47.9
million (approximately $11.10 per share) will be removed from the Trust Account to pay such redeeming holders, and approximately $20.4
million will remain in the Trust Account.
On May 31, 2024,
the Company notified Continental Stock Transfer & Trust Company of its intention to extend the Termination Date by an additional month
to July 7, 2024, subject to the Sponsor (or its affiliates or permitted designees) depositing $30,000.00 into the Trust Account, on or
prior to the June 7, 2024 Termination Date. On May 31, 2024, the Sponsor deposited $30,000.00 into the Trust Account and, as a result,
the Termination Date was extended by one month until July 7, 2024.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Blue Ocean Acquisition Corp |
|
Date: May 31, 2024 |
By: |
/s/ Richard Leggett |
|
Name: |
Richard Leggett |
|
Title: |
Chief Executive Officer |
3
Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF
MERGER (this “Amendment”) is made and entered into as of May 29, 2024 by and among TNL Mediagene, a Cayman Islands
exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), TNLMG, a Cayman Islands exempted company
and wholly-owned subsidiary of the Company, formerly known as TNL Mediagene (“Merger Sub”), and Blue Ocean Acquisition
Corporation, a Cayman Islands exempted company (“SPAC”). Unless otherwise specifically defined herein, all capitalized
terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
WHEREAS, the parties hereto entered into that
certain Agreement and Plan of Merger, dated as of June 6, 2023 (as may be amended and modified from time to time, the “Agreement”);
WHEREAS, the parties hereto desire to amend the
Agreement as set forth below;
WHEREAS, Section 11.09 of the Agreement provides
that the Agreement may be amended or modified in whole or in part, by an agreement in writing executed by each of the Company, Merger
Sub and SPAC in the same manner as the Agreement and which makes reference to the Agreement; and
WHEREAS, each of the Company, SPAC and Merger
Sub has approved the execution and delivery of this Amendment.
NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company, Merger Sub and SPAC agree
as follows:
1.
Amendments to the Agreement.
1.1
Amendment to the Termination Date. The reference to “June 7, 2024” in Section 10.01(c) of the Agreement is hereby
amended and replaced by “September 30, 2024” (the “First Extension Date”), which reference shall be automatically
amended and replaced immediately thereafter by “December 7, 2024” without any further action by any Party, unless either SPAC
or the Company notifies the other Party in writing of its intent to not automatically extend such date not more than three days prior
to, and not later than, the First Extension Date.
2.
Miscellaneous.
2.1
No Further Amendment. The Parties hereto agree that all other provisions of the Agreement shall, subject to the amendments
set forth in Section 1 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of
the parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment
to any other term or condition of the Agreement or any of the documents referred to therein. This Amendment shall form an integral and
inseparable part of the Agreement.
2.2
Representations and Warranties.
Each of the Company, Merger Sub and SPAC hereby
represents and warrants to each other Party that:
(a)
Such Party has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations
hereunder. The execution and delivery by such Party of this Amendment have been duly and validly authorized by its board of directors
and no other corporate action on the part of such Party is necessary to authorize the execution and delivery by such Party of this Amendment.
(b) This
Amendment has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery
by each other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance
with its terms, subject to the Enforceability Exceptions.
2.3
References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,”
“hereby” and each other similar reference contained in the Agreement shall, effective from the date of this Amendment, refer
to the Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Agreement and references in
the Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references
shall in all instances continue to refer to June 6, 2023, and references to the date of this Amendment and “as of the date of this
Amendment” shall refer to May 29, 2024.
2.4
Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto
shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed
a reference to the Agreement as amended hereby and any reference to the Transactions shall be deemed a reference to the Transactions as
amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties
hereto.
2.5
Other Miscellaneous Terms. The provisions of Article XI (Miscellaneous) of the Agreement shall apply mutatis mutandis
to this Amendment, and to the Agreement as amended by this Amendment, taken together as a single agreement, reflecting the terms therein
as amended by this Amendment.
[Signature pages follow]
IN WITNESS WHEREOF, the Parties have hereunto caused
this Amendment to be duly executed as of the date first set forth above.
|
TNL MEDIAGENE |
|
|
|
|
By: |
/s/ Tzu-Wei Chung |
|
Name: |
Tzu-Wei Chung |
|
Title: |
Chief Executive Officer |
|
|
|
|
TNLMG |
|
|
|
|
By: |
/s/ Tzu-Wei Chung |
|
Name: |
Tzu-Wei Chung |
|
Title: |
Director |
[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]
IN WITNESS WHEREOF, the Parties have hereunto caused this Amendment
to be duly executed as of the date first set forth above.
|
BLUE OCEAN ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Richard Leggett |
|
Name: |
Richard Leggett |
|
Title: |
Chief Executive Officer |
[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]
Exhibit 3.1
AMENDMENTS TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
BLUE OCEAN ACQUISITION CORP
(the “Company”)
RESOLVED, as a special resolution that:
Article 49.7 of the Company’s
Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:
| 49.7 | In the event that the Company does not consummate a Business
Combination by June 7, 2024, or such later time as the Members may approve in accordance with the Articles, the Company shall: |
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account and not previously released to the Company (less taxes payable
and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption
will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions,
if any); and |
| (c) | as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations under Cayman Islands law to
provide for claims of creditors and other requirements of Applicable Law. Notwithstanding the foregoing or any other provision of the
Articles, without approval of the Members, the Directors may, if requested by the Sponsor and upon five days advance notice prior
to the applicable deadline, extend the period of time to consummate a Business Combination by up to six times, each by an additional one
month (each, a “Paid Extension Period”), subject to the Sponsor, or its Affiliates or permitted designees, depositing in proceeds
into the trust account on or prior to the date of the applicable deadline, the lesser of (a) an aggregate of US$30,000 or (b) US$0.035
per Public Share that remains outstanding and is not redeemed prior to any such one-month extension.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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Blue Ocean Acquisition (NASDAQ:BOCNW)
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