Blue Ocean Acquisition Corp
PROPOSED BUSINESS COMBINATION: TNL Mediagene
ENTERPRISE VALUE: $290 million
ANTICIPATED SYMBOL: TBD
Blue Ocean Acquisition Corp (Nasdaq: BOCN) entered into a definitive combination agreement with TNL Mediagene
TNL Mediagene, a Cayman Islands-registered company, is the product of the May 2023 merger of Taiwan’s The News Lens Co. and Japan’s Mediagene Inc., two leading, independent digital-media groups. Its business includes original and licensed media brands in Chinese, Japanese and English, across a range of subjects, including news, business, technology, science, food, sports and lifestyle; AI-powered advertising and marketing technology platforms in demand by agencies; and e-commerce and creative solutions. The company has 550 employees across Asia, with offices in Japan, Taiwan and Hong Kong.
SUBSEQUENT EVENT – 12/5/24 – LINK
- The Sponsor will forfeit 2,017,332 Founder Shares and 50% of the private placement warrants at closing.
SUBSEQUENT EVENT – 10/23/24 – LINK
- The Sponsor shall, at Closing, forfeit:
- (i) 2,208,859 Founder Shares and
- (ii) 50% of the Private Placement Warrants held by Sponsor immediately prior to the Closing, subject, in each case, to adjustment based on the amount of minimum balance sheet cash calculated in accordance with the Merger Agreement at Closing, and
- (y) the duration prongs of the conditions for issuance of the Earn-Out Shares to be shortened from 18 to 12 months for purposes of the First Earn-Out Period (as defined the Amended Letter Agreement) and from three to two years for purposes of the Second Earn-Out Period.
EXTENSION – 5/31/24 – LINK
- The SPAC approved the extension from June 7, 2024 to December 7, 2024.
- 4,315,265 shares were redeemed.
- $30K per month will be deposited into the trust account.
EXTENSION – 9/1/23 – LINK
- The SPAC approved the extension from September 7, 2023 to June 7, 2024.
- 12,817,785 shares were redeemed for $10.67 per share.
- $60K per month will be deposited into the trust account.
TRANSACTION
- Blue Ocean will merge with a wholly owned subsidiary of TNL Mediagene with Blue Ocean surviving the merger as a wholly owned subsidiary of TNL Mediagene (the “Merger”), and TNL Mediagene becoming a publicly listed company on the NASDAQ.
- The transaction gives TNL Mediagene a pre-money enterprise value of approximately $275 million.
- Blue Ocean Sponsor LLC, a Cayman Islands limited liability company and certain insiders and other shareholders holding Class B common shares in Blue Ocean have agreed to defer receipt of the shares of TNL Mediagene that they will receive pursuant to the Merger for up to 36 months.
- The transaction is expected to close in the first quarter of 2024.

SPAC FUNDING
- The Company will use reasonable best efforts to secure 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”).
LOCK-UP
- Company Lock-Up:
- TNL Mediagene shareholder’s agreed they will not transfer or sell its shares until six months after the Closing.
- Sponsor Lock-Up:
- The Sponsor agreed that it will not transfer or sell any of its shares, as follows:
- 50% of the lock-up shares will be released on the earlier of (i) one year after the Closing Date, and (ii) if the closing price of the Combined Company’s 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 Date; and
- 50% of the lock-up shares will be released two years after the Closing Date.
- Additionally, the Sponsor will receive its lock-up shares at specified times, as follow:
- 50% of its shares will be received on the earlier of (i) 12 months after the Closing Date, or (ii) a change of control of the combined company.
- The remaining 50% of its shares will be received on the earlier of (i) 24 months after the Closing Date, (ii) a change of control of the combined company, or (iii) revenues reported by the combined company during any trailing 12-month period equaling or exceeding $77.5 million in aggregate (inclusive of any and all acquisitions).
- The Sponsor agreed that it will not transfer or sell any of its shares, as follows:
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- Sponsor Forfeiture:
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- The Sponsor and Apollo agreed to forfeit an aggregate of 1,879,896 private placement warrants held by them (in a pro rata amount based on the relative number held by each) at the Closing.
- The Sponsor forfeited 2,017,332 Founder Shares.
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NOTABLE CONDITIONS TO CLOSING
- BOCN and TNL Mediagene shareholder approvals
- TNL has the right to not consummate the Merger in the event that, after giving effect to the exercise of redemptions, funds in the Company’s trust account do not equal or exceed $20 million.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by either the Company or TNL if the Merger has not been consummated by June 7, 2024 (the “Outside Date”).
- The Outside date was extended to September 30, 2024, and can be automatically extended to December 7, 2024, unless notified otherwise. – LINK
ADVISORS
- TNL Advisors:
- Morrison & Foerster LLP is serving as legal advisor
- BOCN Advisors:
- Sidley Austin LLP and Lee and Li are serving as legal advisor
- Needham & Company, LLC is serving as financial and capital markets advisor
MANAGEMENT & BOARD
Executive Officers
Richard Leggett, — [Appointed as CEO on 10/14/22]
Chief Executive Officer
Richard Leggett is an accomplished global chief executive in the information services, financial services and professional services industries with over 32 years of experience and an entrepreneurial track record in all aspects of growing and operating a global business. Over the last 16 years, Mr. Leggett has served as CEO of three PE-backed technology-enabled information services businesses guiding two of them through successful exits to strategic buyers. From January 2012 through September 2022, Mr. Leggett served as the CEO of FrontierView, a global market intelligence company which he built and in November 2021 sold to FiscalNote (NYSE: NOTE) prior to FiscalNotes’s IPO in August 2022. From October 2008 through August 2011, he served as CEO of Business Intelligence Advisors (“BIA”), an independent equity research firm that launched an AI-based proprietary data platform. Prior to BIA, Mr. Leggett served from February 2005 through October 2008 as CEO at CFRA, a leading independent equity research company, that under Mr. Leggett’s leadership grew substantially and was sold to RiskMetrics (now MSCI) in 2007, where Mr. Leggett subsequently also ran Institutional Shareholder Services. Prior to his CEO roles, Mr. Leggett spent over 16 years in the Financial Services industry, where he was a Managing Director at Goldman Sachs in New York and London, in both the Technology equity research and investment banking divisions from June 2000 through January 2005. Prior to Goldman Sachs, Mr. Leggett led the Technology Research practice at Friedman, Billings & Ramsey from October 1996 to June 2000. He started his career in the Financial Services practice at Accenture in Washington, D.C. from January 1991 to October 1996. Mr. Leggett is a co-founder and Board Member of K Street Capital, a Washington, D.C. angel investment group. Since 2011, he has served on the Board of Directors of AlphaSense, a privately held AI-powered market intelligence and search platform backed by a number of leading investors, including Goldman Sachs and Viking Global Advisors. Mr. Leggett graduated from Georgetown University in 1990 with a B.A. in Business Administration.
Paul Bascobert, 57 [Resigning as CEO on 9/17/22]
Chief Executive Officer and Director
Paul Bascobert has been an operating executive, advisor and entrepreneur in media and SaaS marketplace businesses for over 25 years. He has led multiple public and private companies through business transformations and successful exits. From August 2019 until June 2020, he was the CEO of Gannett Co., Inc. (NYSE: GCI) and led the company through the sale to New Media Investment Group (Gatehouse Media). Mr. Bascobert was President of XO Group (NASDAQ: XOXO) from September 2016 until April 2019 where he helped lead the transition from an advertising to marketplace model and doubled the stock price in two years prior to the sale of XO Group to Permira. From March 2014 to July 2016, Mr. Bascobert was President of Local for Yodle Inc, a provider of online marketing services to small businesses. He helped lead the launch and growth of the SaaS marketing platform and the eventual sale to Web.com. In December 2009, Mr. Bascobert joined Bloomberg as President of the newly acquired Businessweek. He returned the business to growth and helped launch the mobile business, conferences and built partnerships in Asia. In 2011 and 2012, Businessweek won multiple awards including Business Magazine of the Year from Ad Age and the General Excellence award from the ASME. In March 2011, he was named Head of Business Operations for the newly created Bloomberg Media Group which operates in over 70 countries around the world with hubs in New York, Hong Kong and London. Prior to Bloomberg Mr. Bascobert was Senior Vice President of Operations and then Chief Marketing Officer at Dow Jones, where he launched WSJ Wine, WSJ Mobile and transformed the subscription strategy which led to the doubling of consumer revenue and in 2009, moved The Wall Street Journal ahead of USA Today as the nation’s largest paid circulation newspaper. In February 1994, Mr. Bascobert co-founded Vertex Partners, a global strategy and analytics firm, and merged the company with Braun Technology Group in 1999 and helped take the company public (NASDAQ: BRNC). He led the media and telecommunications group up to the sale to Fair Isaac Corporation in 2004. He has a degree in electrical engineering from Kettering University and an M.B.A. in Finance from the Wharton School Pennsylvania and is a member of the Council on Foreign Relations.
Ankur Manglik, 45
Chief Strategy Officer, Chief Financial Officer and Director
Ankur Manglik has more than 20 years of experience in the media, communications and advertising industries across growth strategy development and execution; M&A and post-M&A integration; operational restructuring & divestitures; and equity & debt financings. From November 2014 to June 2021, he was Vice President of Strategy & Corporate Development at Omnicom Group Inc., where he was responsible for growing the geographic footprint and digital capabilities of the overall portfolio. He closed and integrated several acquisitions in South America, Europe and Asia, such as Grupo ABC in Brazil, Grupo Sancho in Colombia, DMW Consulting, Lucky Generals and Wednesday Group in the U.K., SmartDigital in Germany and Areteans in India. He also completed significant investments in the U.S. such as Credera Consulting, Snow Companies, BioPharm Communications and Archbow Consulting. Finally, he successfully exited non-strategic businesses such as SellbyTel in Europe, and MarketStar and Steiner Sports in the U.S. From September 2012 to July 2014, Mr. Manglik was at Sony Corporation of America, where he led several growth and restructuring initiatives across Sony’s film, television, music and gaming businesses, including the launch of PlayStation Music in partnership with Spotify, and the divestiture of Gracenote to Tribune Media. Mr. Manglik worked at JP Morgan Investment Bank from July 2004 to June 2006, and at Citi Investment Bank from July 2006 to February 2012, where he was a Director in the Media and Telecom Group. During his investment banking career, Mr. Manglik advised large-cap media and telecom clients such as Time Warner, Discovery Communications, NBC Universal and Charter Communications on international expansion and industry consolidation, and successfully closed several multi-billion dollar M&A and financing transactions on their behalf. Mr. Manglik worked at Deloitte Consulting from November 1998 to June 2002. Mr. Manglik received his M.B.A. from Northwestern University’s Kellogg School of Management in 2004 and Bachelor of Technology in Computer Science from the Indian Institute of Technology Delhi in 1998.
Sean Glodek, 50
Vice President and Director Nominee
Since July 2019, Sean Glodek has served as a Vice Chairman of CT Bright Holdings, a wholly owned investment subsidiary of C.P. Group, where he coordinates investment activities and strategic partnerships for the Chairman’s office across C.P. Group companies. He has also served as a Senior Advisor to C.P. Group Chairman Soopakij Chearavanont since July 2018. From June 2017 to June 2018, he was managing partner of R3 Capital Partners. From September 2011 to May 2017, Mr. Glodek was a Deputy CEO of the Russian Direct Investment Fund (RDIF) and a Director of the Russia China Investment Fund (RCIF), where he coordinated investment activity and a number of key strategic partnerships with Sovereign Wealth Funds and Pension Funds across the world to invest in Russia and selectively in China. The parent of the Russian Direct Investment Fund, Vnesheconombank, and RDIF (as its subsidiary) were subject to sanctions imposed in 2014 and 2015 by the United States Treasury prohibiting U.S. persons from transacting in, providing financing for, or otherwise dealing in new debt of longer than certain maturities or new equity. RDIF is a sovereign wealth fund. Prior to RDIF, Mr. Glodek was based in Warsaw, Poland where he led a regional office of Darby Private Equity. Earlier in his career, Mr. Glodek worked as an investment banker at Lehman Brothers, Deutsche Bank, and Barclays Capital. Mr. Glodek started his career as a mergers & acquisitions analyst at Goldman Sachs. He received a B.A. in Economics with Honors from Stanford University and an M.B.A. from The Wharton School at the University of Pennsylvania.
Board of Directors
Marcus Brauchli, 59 [Appointed Interim CEO on 9/19/22]
Chairman of the Board
Marcus Brauchli has been co-founder and managing partner of North Base Media Ltd. since January 2014. He previously was vice president of Graham Holdings Company (NYSE: GHCO) and its predecessor, The Washington Post Co., from July 2008 until December 2013, where he developed digital opportunities for a group that included The Washington Post, the Post-Newsweek television stations, the Cable One group and Slate, a digital site. From September 2008 to December 2012, he was the executive editor of The Washington Post (the “Post”) and oversaw the Post’s budget and a newsroom of more than 700 journalists. He drove significant changes in the Post’s digital operation, which quadrupled its audience. Mr. Brauchli came to the Post from a 24-year career at Dow Jones & Co., where he was a vice president and the top editor of The Wall Street Journal at the time the company was acquired by News Corp. in a $5.6 billion transaction. He ran WSJ’s budget and oversaw a global staff, with operations in Asia, Europe and the U.S., as well as the Marketwatch, a digital site. He also was responsible for approving changes in the Dow Jones Industrial Average. Early in his career, Mr. Brauchli lived 15 years in Asia and Europe as a Journal correspondent and editor. Since January 2018, he has served as a member of the supervisory board of Gremi Media, the publicly listed media group that publishes Poland’s leading business newspaper, Rzeczpospolita, and other publications and digital platforms. Since 2014, he has served as a director of The News Lens, Taiwan’s leading independent digital-media group, and is advisor to Datami Inc., a U.S. telecommunications technology company, and 5G Edge Acquisition Corp., a blank-check company that will be listed on Nasdaq. He has been a consultant to Univision Communications Inc., the HT Media Group in India, and the Economic Journal of Hong Kong, and is an Innovation Fellow at the Lang Center for Entrepreneurship at Columbia Business School. He has lived in Shanghai, Hong Kong, Tokyo, Stockholm and now resides in Bethesda, Maryland.
Norman Pearlstine, 78
Independent Director Nominee
Norman Pearlstine was Executive Editor of the Los Angeles Times from June 2018 through December 2020. Before that, Mr. Pearlstine was Time Inc.’s editor-in-chief from 1994 to 2005 and its Chief Content Officer from 2013 to July 2016 and its vice-chairman from July 2016 to July 2017. He served as the Carlyle Group’s senior advisor for telecommunications and media from June 2006 to June 2008, and a Forbes executive editor from June 1978 to June 1980. He was The Wall Street Journal’s managing and executive editor from September 1983 to June 1992, having begun his media career as a Journal staff reporter before becoming its North Asia bureau chief and a founding editor of its Asian and European editions. He serves on the boards of the Committee to Protect Journalists, the Reporters Committee for Freedom of the Press, and the Center for Communication, Leadership and Policy at USC Annenberg. He is a member of the American Academy of Arts & Sciences, and the Council on Foreign Relations. He previously served as President of the American Academy in Berlin. He is an advisor to North Base Media and lives in New York.
Joel Motley, 69
Independent Director Nominee
Joel Motley has served since June 2019 as an independent director of Invesco Mutual Funds. He is an independent director of the Office of Finance of the Federal Home Loan Bank System, a role he began in September 2016. Mr. Motley is Chairman emeritus of Human Rights Watch, serving as chair from April 2012 to October 2016. He has served on the boards of The Pulitzer Center for Crisis Reporting since December 2010 and The Greenwall Foundation since May 2013, and he has been a member of the Council on Foreign Relations since March 1989. He began his career in investment banking at Lazard Freres & Co. in May 1985, and went on to co-found Carmona Motley Inc., a private financial advisor, in April 1992. Prior to banking, Mr. Motley was an aide to Sen. Daniel Patrick Moynihan from January 1983 until May 1985. He began work as a corporate lawyer for Simpson Thacher in September 1978 after receiving his J.D. from Harvard Law School.
Matt Goldberg, 50
Independent Director Nominee
Matt Goldberg’s career in media included extensive stints in corporate development, mergers and acquisitions, and strategy. Most recently, he ran business development and global operations for the advertising-technology company The Trade Desk from July 2020 to March 2021, and since April 2021, he has been the founding director of Dataphilanthropy, which applies data science to understand key moments where innovative interventions might remove obstacles to equal opportunity. From December 2016 to December 2019, he served as the Global Head of M&A for News Corp., joining from Liberty Interactive, where he was senior vice president and head of corporate development from October 2013 to November 2016. In that role, he led the $2.4 billion Zulily acquisition and was instrumental in the $2.1 billion acquisition of HSN. Before that, from February 2009 to September 2012, he was CEO of Lonely Planet, the Australian publisher.
Priscilla Han, 37
Independent Director Nominee
Since March 2019, Priscilla Han has served as the Chief Investment Officer of Reapra Pte. Ltd., a Singapore-based investment company with a portfolio that includes companies in a wide range of industries, including education, digital media, real estate, hospitality, healthcare and agriculture across Asia. Before joining Reapra, she worked from April 2014 to July 2017 as an investment manager covering China and Southeast Asia for New Zealand Trade and Enterprise, which focuses on driving Foreign Direct Investment into New Zealand. From May 2014 to July 2017, Ms. Han was an Investment Committee Member for North Base Media and led financial analysis for the portfolio; a corporate finance manager for Deloitte & Touche from January 2013 to April 2014; and an associate in M&A and investment for Singapore-based investment companies.
Dale Mathias, 69
Independent Director Nominee
Dale Mathias, a private investor and longtime executive in the financial industry, is leading a public-sector initiative to create the first national development bank corporation in the U.S., based on legislation she helped to champion in 2018 that established the first U.S. International Development Bank Corporation. She has previously worked in finance for J.P. Morgan, in venture capital at Alan Patricof & Associates, and in private equity at Lazard Frères. She has focused her investment activities on early-stage technologies in the U.S. and Africa. Earlier in her career, Ms. Mathias was an associate dean at the Columbia University Business School. She is a member of the Council on Foreign Relations and serves on several nonprofit boards.
