TNL Mediagene美股招股说明书(2025-02-14版)

TNL MEDIAGENE This prospectus also relates to the resale from time to time by certain selling securityholders named inthis prospectus or their permitted transferees (collectively, the “Selling Securityholders”) of up to 11,832,277ordinary shares, par value $0.0001 per share, of TNL Mediagene (“TNL Mediagene Ordinary Shares”) underthe Securities Act of 1933, as amended (the “Securities Act”), comprising: (a) the offer and resale of up to2,002,222 TNL Mediagene Ordinary Shares by 3i, LP (“3i”); (b) the offer and resale of up to 8,000,000 TNLMediagene Ordinary Shares, including 119,048 TNL Mediagene Ordinary Shares as the Tumim CommitmentShares (as defined below), by Tumim Stone Capital LLC (“Tumim”); (c) 317,601 TNL Mediagene OrdinaryShares (the “Existing PIPE Conversion Shares”) issued pursuant to the conversion of certain subordinatedunsecured convertible promissory notes in aggregate principal amounts of $1,725,471 (the “2024 TNLMediagene Convertible Notes”) and $1,000,000 (the “2024 TNL Mediagene Subordinated UnsecuredConvertible Note” and together with the 2024 TNL Mediagene Convertible Notes, the “Existing PIPEConvertible Notes”) issued to certain third-party investors (each, a “Existing PIPE Convertible Note Investor”);(d) 57,849 TNL Mediagene Ordinary Shares (the “DaEX Conversion Shares”) issued pursuant to theconversion rights (the “DaEX Conversion Rights”) held by DaEx Intelligent Co., Inc. (“DaEX”), TNLMediagene’s subsidiaries, and each of certain of DaEX’s non-controlling shareholders (the “DaEX ConversionRight Holders”); and (e) 1,454,605 TNL Mediagene Ordinary Shares (the “November PIPE ConversionShares”), issued pursuant to the conversion of certain subordinated unsecured convertible promissory notes inaggregate principal amount of $4,355,000 (the “November PIPE Convertible Notes”) issued to certain third-party investors as well as certain members of Blue Ocean’s board of directors, management team and advisoryboard and other shareholders of Blue Ocean (each, a “November PIPE Convertible Note Investor”). We arealso registering the offer and resale, from time to time of (i) up to 708,047 TNL Mediagene Warrants,consisting of the PIPE Warrants, issued pursuant to the Sponsor Warrant Assignment Agreements, and up to708,047 TNL Mediagene Ordinary Shares issuable upon exercises of up to 708,047 TNL Mediagene Warrantsby the Existing PIPE Convertible Note Investors and the November PIPE Convertible Note Investors or theirpermitted transferees; and (ii) up to 2,200,000 TNL Mediagene Warrants and up to 2,200,000 TNL MediageneOrdinary Shares issuable upon exercises of up to 2,200,000 TNL Mediagene Warrants by Mediagene Inc., oursubsidiary, or its permitted transferees. See “Selling Securityholders” for details of these securities. On November 25, 2024, we entered into a securities purchase agreement for issuance by us of convertiblenotes (the “3i Note SPA”) with 3i, and on December 13, 2024, we issued and sold a convertible note in theaggregate principal amount of $4,722,222 ($4,250,000 purchase price with an original issue discount of 10%)(the “Initial Note”) under the 3i Note SPA to 3i, pursuant to which we may issue TNL Mediagene OrdinaryShares to 3i in lieu of the principal and interest payment of the Initial Note in certain circumstances describedin this prospectus. We are not selling any securities under this prospectus and will not receive any of theproceeds from the resale of TNL Mediagene Ordinary Shares by 3i. Concurrently on November 25, 2024, we entered an ordinary share purchase agreement for an equity lineof credit (the “Tumim ELOC SPA”) with Tumim, pursuant to which Tumim committed to purchase, subject tocertain conditions and limitations, up to $30.0 million of TNL Mediagene Ordinary Shares, at our direction from time to time, subject to the satisfaction of the terms and conditions in the Tumim ELOC SPA. OnNovember 25, 2024, we became obligated to issue a number of TNL Mediagene Ordinary Shares (the “TumimCommitment Shares”), to Table of Contents Tumim as consideration for its irrevocable commitment to purchase TNL Mediagene Ordinary Shares underthe Tumim ELOC SPA. The number of Tumim Commitment Shares is calculated under the Tumim ELOC SPAby dividing (i) $450,000, by (ii) $3.78 (which is the lower of (A) the Nasdaq official closing price of the TNLMediagene Ordinary Shares (as reflected on Nasdaq.com) of January 16, 2025 and (B) the average Nasdaqofficial closing price of the TNL Mediagene Ordinary Shares (as reflected on Nasdaq.com) for the five(5) consecutive trading days ending on January 16, 2025). On January 23, 2025, we have issued 119,048 TNLMediagene Ordinary Shares as the Tumim Commitment Shares to Tumim. This prospectus also relates to theregistration for offer and resale of up to 8,000,000 TNL Mediagene Ordinary Shares, consisting of the TumimCommitment Shares and additional TNL Mediagene Shares which may be issuable to Tumim under the TumimELOC SPA up to $30.0 million (t