Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2023, Blue Ocean Acquisition Corp,
a Cayman Islands exempted company (the “Company”), entered into an agreement and plan of merger (the “Merger Agreement”)
with The News Lens Co., Ltd., a Cayman Islands exempted company (“TNL”), and TNL Mediagene, a Cayman Islands exempted company
and wholly owned subsidiary of TNL (“Merger Sub”). On the terms and subject to the conditions set forth in the Merger Agreement,
the parties thereto will enter into a business combination transaction (the “Business Combination” and together with the other
transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which, among other things, Merger Sub
will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of TNL (the “Merger”).
At the closing of the Transactions (the “Closing”),
by virtue of the Merger, outstanding shares and warrants of the Company will be canceled and converted into the right to receive equivalent
shares and warrants of TNL, and TNL is expected to be the publicly traded company with its ordinary shares and warrants listed on The
Nasdaq Stock Market LLC (“Nasdaq”).
Agreement and Plan of Merger
Pre-Merger Transactions
On the terms and subject to the conditions set
forth in the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”):
| (1) | TNL will effect certain capital restructuring transactions (the “Recapitalization”), including,
adopting the amended and restated memorandum and articles of association of TNL and effecting a reverse share split of ordinary shares
of TNL (“TNL Ordinary Shares”) into a number of TNL Ordinary shares calculated in accordance with the terms of the Merger
Agreement such that the equity value per TNL Ordinary Share on a fully diluted basis will be $10.00 per share, based on a valuation of
the Company of approximately $275 million; |
| (2) | each Class B ordinary share, par value $0.0001 per share, of the Company (“Company Class B Shares”),
other than any Company Class B Shares forfeited in accordance with the Amended Letter Agreement (as defined below), issued and outstanding
immediately prior to the Effective Time will be automatically converted into one Class A ordinary share, par value $0.0001 per share,
of the Company (“Company Class A Shares”); and |
| (3) | each one Company Class A Share and one-half of a public warrant comprising each issued and outstanding
unit of the Company immediately prior to the Effective Time will be automatically separated. |
The Merger
On the terms and subject to the conditions set
forth in the Merger Agreement, on the closing date, Merger Sub will merge with and into the Company. Following the Effective Time, the
separate existence of Merger Sub will cease and the Company will continue as the surviving entity of the Merger and will succeed to and
assume all the rights and obligations of Merger Sub. The Closing will occur as promptly as practicable, but in no event later than two
business days, after the satisfaction or, if permissible, waiver of the conditions to the completion of the Merger set forth in the Merger
Agreement.
At
the Effective Time:
| ● | each
Company Class A Share issued and outstanding as of immediately prior to the Effective Time
(other than shares in respect of which the holder thereof has validly exercised his, her
or its shareholder redemption right in connection with the Transactions and any shares held
in the treasury of the Company) will be converted automatically into the right to receive
one TNL Ordinary Share and will no longer be outstanding; and |
| ● | each
issued and outstanding warrant of the Company sold to the public and in a private placement
in connection with the Company’s initial public offering, other than the Forfeited
Warrants (as defined below) forfeited pursuant to the Amended Letter Agreement, will automatically
and irrevocably be assumed by TNL, pursuant to the terms of the Restated Warrant Agreement
(as defined below) to be entered into at the Closing between the Company, TNL and the warrant
agent, and will, by their terms, automatically entitle the holders thereof to purchase TNL
Ordinary Shares. |
Representations,
Warranties and Covenants
The
Merger Agreement contains representations and warranties made by TNL and Merger Sub to the Company relating to a number of matters,
including the following: corporate organization; subsidiaries; due authorization; no conflict; governmental authorities and consents;
capitalization; financial statements and records; absence of certain changes; undisclosed liabilities; litigation and proceedings; compliance
with laws; contracts; no defaults; company benefit plans; labor matters; tax matters; real property; title to assets; intellectual property
and IT security; brokers’ fees; environmental matters; and insurance.
The Merger Agreement contains representations
and warranties made by the Company to TNL and Merger Sub relating to a number of matters, including the following: corporate organization;
due authorization; no conflict; litigation and proceedings; governmental authorities and consents; trust account; brokers’ fees;
Securities and Exchange Commission (“SEC”) reports; financial statements; Sarbanes-Oxley; undisclosed liabilities; compliance
with laws; business activities; tax matters; capitalization; Nasdaq listing; material contracts; no defaults; related party transactions;
status under the Investment Company Act of 1940, as amended, and the Jumpstart Our Business Startups Act of 2012; absence of certain changes;
extension of the date by which the Company must consummate a Business Combination in accordance with its amended and restated memorandum
and articles of association; opinion of financial advisor; and due diligence investigations.
The representations and warranties made in the
Merger Agreement will not survive the Closing.
The Company and TNL have agreed to customary
covenants of the parties with respect to business operations prior to consummation of the Merger and efforts to satisfy conditions
to the consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, customary to special
purpose acquisition companies, including, among others, (x) covenants providing for the Company and TNL to cooperate in the
preparation of a registration statement on Form F-4 of TNL and proxy statement of the Company required to be prepared in connection
with the Merger (the “Registration Statement”), including TNL delivering the financial statements required to be
included in the Registration Statement; (y) a covenant obligating the Company to use its reasonable best efforts to cause the
approval of amendments to the amended and restated memorandum and articles of association of the Company and extension of the date
by which the Company must consummate a Business Combination in accordance with its amended and restated memorandum and articles of
association until June 7, 2024; and (z) a covenant obligating the Company to, and to cause its affiliates to, use reasonable best
efforts to secure, on terms reasonably acceptable to the Company and TNL, private investments in the Company in the form of the
purchase of equity or the purchase of other securities of the Company or indebtedness including convertible indebtedness of the
Company (a “PIPE Financing”). The Company and TNL have also agreed to exclusivity covenants prohibiting the Company and
TNL from, among other things, soliciting or negotiating with third parties regarding alternative transactions and agreeing to
certain related restrictions and ceasing discussions regarding alternative transactions until the earlier of Closing or termination
of the Merger Agreement.
Conditions to Closing
The consummation of the Merger is subject to customary conditions of
the respective parties, and conditions customary to special purpose acquisition companies, including, among other things: (1) the absence
of any law or governmental order enjoining, prohibiting or making illegal the consummation of the Merger; (2) the receipt of the required
approvals by the Company’s shareholders and TNL’s shareholders; (3) the approval for listing of TNL Ordinary Shares, warrants
of TNL and TNL Ordinary Shares underlying the warrants of TNL to be issued in connection with the Merger on the Nasdaq Stock Market LLC;
(4) the effectiveness of the Registration Statement; and (5) the completion of the Recapitalization in accordance with the terms of the
Merger Agreement and TNL’s organizational documents. In addition, TNL also has the right to not consummate the Merger in the event
that, as of the Effective Time, after giving effect to the exercise of redemption rights by the Company’s shareholders in accordance
with the Company’s amended and restated memorandum and articles of association, funds in the Company’s trust account, plus
the amount of all cash and cash equivalents of TNL as of immediately prior to the Closing in excess of $4,600,000, plus amounts received
by TNL from any PIPE Financing prior to or concurrently with the Closing, and less the sum of all unpaid and accrued transaction costs
of the parties, do not equal or exceed $20,000,000.
Termination
The Merger Agreement may be terminated under certain
customary and limited circumstances prior to the consummation of the Mergers, including: (1) by mutual written consent of the Company
and TNL; (2) by either the Company or TNL if any law or governmental order is in effect that permanently restrains, enjoins, makes illegal
or otherwise prohibits the consummation of the Merger; (3) by either the Company or TNL if the Merger has not occurred by 11:59 p.m.,
Taipei time, on June 7, 2024 (the “Termination Date”); (4) by either the Company or TNL upon a breach of or failure to perform
any representations, warranties, covenants or other agreements set forth in the Merger Agreement by the other party if such breach gives
rise to a failure of certain closing conditions to be satisfied and cannot or has not been cured within the earlier of 45 days’
following the receipt of notice from the non-breaching party and five business days prior to the Termination Date; (5) by either the Company
or TNL if the Company shareholder approval or TNL shareholder approval is not obtained at their respective shareholder meetings; or (6)
by TNL if the Company fails to obtain the approval of an extension of the time to consummate a business combination from its shareholders.
The foregoing description of the Merger Agreement
and the Merger is not complete and is subject to, and qualified in its entirety by, reference to the Merger Agreement, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains representations, warranties and
covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. In particular,
the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or
qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the
Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors,
or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger
Agreement are not necessarily characterizations of the actual state of facts about the Company, TNL or the other parties at the time they
were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in
reports, statements and other documents filed with the SEC.
Certain Related Agreements
The Merger Agreement contemplates the execution
of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Amended Sponsor Letter Agreement
In connection with the Merger Agreement, the Company, Blue Ocean Sponsor
LLC, a Cayman Islands limited liability company (the “Sponsor”), Apollo SPAC Fund I, L.P., a fund managed by affiliates of
Apollo Global Management, Inc. (“Apollo”), and certain insiders (the “Insiders”) and other shareholders (the “Other
Investors”) of the Company have entered into an amended and restated letter agreement (the “Amended Letter Agreement”),
pursuant to which the Sponsor, Apollo and such Insiders and Other Investors agreed, among other things, to vote in favor of the adoption
of the Merger Agreement and the Transactions, including the Business Combination and the Merger, and each other proposal related to the
Business Combination included on the agenda for the meeting of Company shareholders relating to the Merger, to appear at such meeting
or otherwise cause their shares to be counted as present for purposes of establishing a quorum at such meeting, to vote against any proposal
that would impede the Business Combination and the other transactions contemplated thereby, not to redeem any of their shares, and to
waive their respective anti-dilution rights with respect to their Company Class B Shares in connection with the consummation of the Transactions.
Pursuant
to the Amended Letter Agreement, among other things, each of the Sponsor, Apollo, the Insiders and the Other Investors agreed that the
TNL Ordinary Shares issuable as part of the agreed Merger consideration in exchange for the 4,743,750 Company Class B Shares owned by
the Sponsor, Apollo and the Insiders and the Other Investors (such TNL Ordinary Shares, the “Earn-Out Shares”) shall be issued
at the times and subject to the conditions as follows and set forth therein:
| ● | 50%
of such Earn-Out Shares will be issued upon the first to occur of any of the following after
the Closing: (1) a change of control of TNL; or (2) the date that is the 18-month anniversary
of the Closing; and |
| ● | the
remaining 50% of the Earn-Out Shares will be issued upon the first to occur of any of the following
after the Closing: (a) a change of control of TNL; (b) if revenues reported by TNL during
any trailing 12-month period equal or exceed $77.5 million in aggregate (inclusive of any
and all acquisitions consummated by TNL after the Closing); or (c) the date that is the three-year
anniversary of the Closing. |
Furthermore,
the Sponsor, Apollo and each Insider and Other Investor agreed that it will not transfer, to the extent such Earn-Out Shares have been
issued, (a) 50% of its Earn-Out Shares until the earlier of (1) one year after the Closing or (2) (i) if the closing price of TNL Ordinary
Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after
the Closing or (ii) the date after the Closing on which TNL completes a liquidation, merger, capital share exchange, reorganization or
other similar transaction that results in all of TNL’s shareholders having the right to exchange their TNL Ordinary Shares for
cash, securities or other property, and (b) 50% of its Earn-Out Shares, until two years after the Closing.
In addition, pursuant to the Amended Letter Agreement,
the Sponsor and Apollo agreed to forfeit an aggregate of 750,000 private placement warrants (the “Forfeited Warrants”) held
by them (in a pro rata amount based on the relative number held by each) at the Closing.
The foregoing description of the Amended Letter
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended Letter Agreement,
a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated by reference herein.
TNL Shareholder Lock-Up and Support Agreement
In connection with the Merger Agreement, TNL, the Company and certain shareholders of TNL (the “TNL Holders”) entered into a lock-up and support agreement (the
“Shareholder Lock-Up and Support Agreement”), pursuant to which, among other things, the TNL Holders agreed: (1) to vote
in favor of the TNL proposals at the relevant meetings to be convened by TNL in order to seek the TNL approvals, and to vote against
any competing business combination proposal and any other proposal that would reasonably be expected to impede, frustrate or delay
the Merger; and (2) not to transfer, other than to affiliates or other TNL Holders, any of such TNL Holder’s securities prior
to the consummation of the Merger or termination of the Merger Agreement in accordance with its terms. In addition, the TNL Holders
agreed to a covenant prohibiting, subject to certain customary exceptions, the TNL Holders from selling, transferring or otherwise
disposing of any TNL Ordinary Shares and TNL options to purchase any ordinary shares, par value $0.00001 per share of TNL pursuant
to TNL’s Share Incentive Plan adopted effective as of June 15, 2015 (including any TNL Ordinary Shares issuable upon the
exercise of such TNL options) held by such TNL Holders immediately after the Closing until 180 days after the Closing.
The foregoing description of the Shareholder Lock-Up
and Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Shareholder
Lock-Up and Support Agreements, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and the terms of which are
incorporated by reference herein.
Registration Rights Agreement
Upon consummation of the Merger, the Company,
TNL, the Sponsor, and certain existing shareholders of the Company and TNL will enter into a registration rights agreement (the “Registration
Rights Agreement”) containing customary registration rights for the Sponsor and other shareholders of the Company and TNL. Pursuant
to the Registration Rights Agreement, holders of registrable securities of TNL will be entitled to make up to three demands that TNL register
such securities and an additional two demands that TNL register the Earn-Out Shares. In addition, holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the consummation of the Merger. The Registration Rights
Agreement also provides that TNL will pay certain expenses related to such registrations and indemnify securityholders against certain
liabilities. The rights granted under the Registration Rights Agreement supersede any prior registration, qualification, or similar rights
of the parties with respect to TNL or the Company’s securities, and all such prior agreements shall be terminated.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights
Agreement, the form of which is attached as Exhibit C to the Merger Agreement.
Restated Warrant Agreement
Immediately prior to the Closing, the Company,
TNL and Continental Stock Transfer & Trust Company (“Continental”) will enter into an assignment, assumption and amended
and restated warrant agreement (the “Restated Warrant Agreement”), pursuant to which the Company will assign to TNL all of
its rights, interests, and obligations in and under the Warrant Agreement, dated December 2, 2021, by and between the Company and Continental,
and the terms and conditions of such Warrant Agreement shall be amended and restated to, among other things, reflect the assumption of
the public and private placement warrants of the Company by TNL.
The foregoing description of the Restated Warrant
Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Restated Warrant Agreement,
the form of which is attached as Exhibit E to the Merger Agreement.
