Form 8-K - Current report

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.

Exhibit No.		Description of Exhibits
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of May 29, 2024, among TNL Mediagene, TNL MG and Blue Ocean Acquisition Corp.
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

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

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.

Cover	May 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 29, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41112
Entity Registrant Name	Blue Ocean Acquisition Corp
Entity Central Index Key	0001856961
Entity Tax Identification Number	98-1593951
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	2 Wisconsin Circle
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	Chevy Chase
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20815
City Area Code	240
Local Phone Number	235-5049
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	BOCNU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	BOCN
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	BOCNW
Security Exchange Name	NASDAQ