TNL Mediagene美股招股说明书(2025-06-16版)

11,832,277ORDINARY SHARES, 2,908,047WARRANTS TO PURCHASE ORDINARY SHARES AND 2,908,047ORDINARY SHARES UNDERLYING WARRANTS of TNL MEDIAGENE Thisprospectus also relates to the resale from time to time by certain sellingsecurityholdersnamedinthisprospectusortheirpermittedtransferees(collectively,the“Selling Securityholders”)of up to 11,832,277 ordinary shares,parvalue$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 to 2,002,222 TNL Mediagene Ordinary Shares by 3i,LP(“3i”); (b)the offer and resale of up to 8,000,000 TNL Mediagene Ordinary Shares,including119,048 TNL Mediagene Ordinary Shares as the Tumim Commitment Shares(asdefinedbelow),by Tumim Stone Capital LLC(“Tumim”);(c)the offer and resale ofup to 317,601 TNL Mediagene Ordinary Shares (the “Existing PIPE Conversion Shares”)issuedpursuant to the conversion of certain subordinated unsecured convertiblepromissorynotes in aggregate principal amounts of$1,725,471(the“2024 TNLMediageneConvertible Notes”)and$1,000,000(the“2024 TNL Mediagene SubordinatedUnsecuredConvertible Note”and together with the 2024 TNL Mediagene ConvertibleNotes,the“Existing PIPE Convertible Notes”)issued to certain third-partyinvestors(each,a“Existing PIPE Convertible NoteInvestor”);(d)theoffer andresale of up to 57,849 TNL Mediagene Ordinary Shares (the “DaEX Conversion Shares”)issued pursuant to the conversion rights (the “DaEX Conversion Rights”) held by DaExIntelligentCo.,Inc.(“DaEX”),TNL Mediagene’s subsidiaries,and each of certainofDaEX’s non-controlling shareholders(the“DaEX Conversion Right Holders”);and(e)theoffer and resale of up to 1,454,605 TNL Mediagene Ordinary Shares(the“NovemberPIPE Conversion Shares”),issued pursuant to the conversion of certainsubordinatedunsecured convertible promissory notes in aggregate principal amount of$4,355,000(the“November PIPE Convertible Notes”)issued to certain third-partyinvestorsas well as certain members of board of directors,management team andadvisory board of Blue Ocean Acquisition Corp. (“Blue Ocean”) and other shareholdersofBlue Ocean(each,a“November PIPE Convertible NoteInvestor”).We are alsoregisteringthe offer and resale,from time to time of(i)upto 708,047 TNLMediageneWarrants,consisting of the PIPE Warrants,issued pursuant to the SponsorWarrantAssignment Agreements,and up to 708,047 TNL Mediagene Ordinary Sharesissuableupon exercises of up to 708,047 TNL Mediagene Warrants by the Existing PIPEConvertible NoteInvestors and the November PIPE Convertible Note Investors or theirpermittedtransferees;and(ii)upto 2,200,000 TNL Mediagene Warrants and up to2,200,000TNL Mediagene Ordinary Shares issuable upon exercises of up to 2,200,000TNLMediageneWarrantsbyMediageneInc.,oursubsidiary,oritspermittedtransferees. See “Selling Securityholders” for details of these securities. OnNovember25,2024,we entered into a securities purchase agreement forissuanceby us of convertible notes(the“3i NoteSPA”)with 3i,and onDecember13,2024,we issued and sold a convertible note in the aggregate principalamountof$4,722,222($4,250,000 purchase price with an original issue discount of10%)(the“Initial Note”)under the 3i NoteSPAto 3i,pursuant to which we mayissueTNL Mediagene Ordinary Shares to 3i in lieu of the principal and interestpayment of the Initial Note in certain circumstances described in this prospectus. OnMarch3,2025,as installment repayment of our obligations under the Initial Note,weissued 242,505 TNL Mediagene Ordinary Shares to 3i.On April11,2025,asaccelerationrepayments of our obligations under the Initial Note,we issued a totalof1,759,717 TNL Mediagene Ordinary Shares to 3i.3i has informed us that it hascompletedthe resale of 2,002,222 TNL Mediagene Ordinary Shares registered under thePriorF-1 as of the date of this prospectus.On May 1,2025,we made an installmentpaymentfor May 2025 of$0.5millionin cash to 3i.We did not receive any of theproceeds from the resale of TNL Mediagene Ordinary Shares by 3i. Table of Contents Concurrentlyon November25,2024,we entered an ordinary share purchaseagreementfor an equity line of credit(the“Tumim ELOC SPA”)with Tumim,pursuanttowhich Tumim committed to purchase,subject to certain conditions and limitations,upto$30.0 million of TNL Mediagene Ordinary Shares,at our direction from time totime,subject to the satisfaction of the terms and conditions in the Tumim ELOCSPA.OnNovember25,2024,we became obligated to issue a number of TNL MediageneOrdinaryShares(the“Tumim Commitment Shares”),to Tumim as consideration for itsirrevocable commitment to purchase TNL Mediagene Ordinary Shares under the Tumim ELOCSPA.The number of Tumim Commitment Shares is calculated under the Tumim ELOC SPA bydividing (i)$450,000, by (ii)$3.78 (which is the lower of (A)the Nasdaq officialclosingprice of the TNL Mediagene Ordinary Shares(as reflected on Nasdaq.com)ofJanuary16,2025 and(B)theaverage Nasdaq official clo