UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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) | ||
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| 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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 August 3, 2023, Blue Ocean Acquisition Corp (the “Company”) issued an unsecured promissory note to The News Lens Co., Ltd, with a principal amount equal to $400,000 (the “Working Capital Note”). The Working Capital Note is a non-interest bearing, unsecured promissory note that will not be repaid in the event that the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 6, 2023, among Maker, Payee and TNL Mediagene (the “Initial Business Combination”) is terminated prior to the consummation of the Initial Business Combination.
The Working Capital Note will be paid on the date on which the Company consummates the transactions contemplated by the Merger Agreement.
The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.
The foregoing description of the Working Capital Note is not complete and is qualified in its entirety by reference to the Working Capital Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 31, 2023, the Company entered into an amendment (the “Leggett Amendment”) to the Consulting Agreement between the Company and Richard Leggett, dated October 11, 2022 (the “Leggett Consulting Agreement”). The Leggett Amendment further clarifies the services to be rendered to the Company and its affiliates by Mr. Leggett pursuant to the Leggett Consulting Agreement. In consideration, Mr. Leggett will be compensated at a rate of Twenty Thousand United States Dollars ($20,000) per month, with a success bonus of Two Hundred and Fifty Thousand United States Dollars ($250,000) to be paid within 10 business days of the close of the business combination, subject to adjustment as described in the Leggett Amendment.
On July 31, 2023, the Company also entered into an amendment (the “Lasov Amendment”) to the Consulting Agreement between the Company and Matt Lasov, dated November 22, 2022 (the “Lasov Consulting Agreement”). The Lasov Amendment further clarifies the services to be rendered to the Company and its affiliates by Mr. Lasov pursuant to the Lasov Consulting Agreement. In consideration, Mr. Lasov will be compensated at a rate of Thirty-two Thousand Five Hundred United States Dollars ($32,500) per month, with a success bonus of One Hundred and Fifty Thousand United States Dollars ($150,000) to be paid within 10 business days of the close of the business combination, subject to adjustment as described in the Lasov Amendment.
The foregoing summaries of the Leggett Amendment and the Lasov Amendment are not complete and are qualified in their entirety by the full text of the Leggett Amendment and the Lasov Amendment, as applicable, and are attached as Exhibit 10.2 and 10.3 to this Current Report on Form 8-K, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description of Exhibits | |
| 10.1 | Promissory note, dated August 3, 2023 issued by Blue Ocean Acquisition Corp to The News Lens Co., Ltd. | |
| 10.2 | Amendment to Consulting Agreement between Blue Ocean Acquisition Corp and Richard Leggett, dated July 31, 2023. | |
| 10.3 | Amendment to Consulting Agreement between Blue Ocean Acquisition Corp and Matt Lasov, dated July 31, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 4, 2023 | By: | /s/ Richard Leggett |
| Name: | Richard Leggett | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OR ASSIGNMENT COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PROMISSORY NOTE
| Principal Amount: Up to $400,000.00 |
Dated as of August 3, 2023 New York, New York |
FOR VALUE RECEIVED, Blue Ocean Acquisition Corp, a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to The News Lens Co., Ltd., a Cayman Islands exempted company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to four hundred thousand U.S. Dollars ($400,000.00) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. Unless this Note has been accelerated upon the occurrence of an Event of Default (as defined below), the principal balance of this Note, which shall be set forth on Schedule A hereto, shall be payable by the Maker on the date on which the Maker consummates the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 6, 2023, among Maker, Payee and TNL Mediagene (the “Initial Business Combination”). The principal balance may be prepaid at any time without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. If the Merger Agreement is terminated prior to the consummation of the Initial Business Combination, this Note shall automatically terminate and no principal outstanding under this Note shall be owed by Maker to Payee.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. Maker and Payee agree that Maker may request up to four hundred thousand U.S. Dollars ($400,000.00) to finance costs incurred by Maker in connection with preparations for the close of the Initial Business Combination (“Drawdown”). The principal of this Note may be drawn on a monthly basis prior to the earlier of: (i) February 29, 2024; (ii) the date on which Maker consummates an Initial Business Combination and (iii) the termination of the Merger Agreement, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request shall be made on the second business day of each month in an amount equal to $50,000; provided, however, that the initial Drawdown Request shall be deemed to be made by Maker concurrently with the execution of this Note and the initial $50,000 Drawdown for the month of August shall be paid to Maker by Payee on the date hereof. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request. Once an amount is drawn down under this Note, it shall be set forth on Schedule A hereto, and such amount shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.
4. Application of Payments. All payments by the Maker to the Payee shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, and then to the payment in full of the unpaid principal balance of this Note.
5. Events of Default. Each of the following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified in Section 1 hereof.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Section 5(b) or Section 5(c) hereof, the unpaid principal balance of this Note, and all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, conversion, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment or conversion; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment or conversion of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or conversion or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
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9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
15. Successors and Assigns. Subject to the restrictions on transfer in Section 15, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
16. Acknowledgment. The Payee represents and warrants to the Maker that:
(a) It is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof;
(b) It understands that the acquisition of this Note involves substantial risk; and
(c) It has experience as an investor in securities of companies and it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.
17. Counterparts; Electronic Signatures. This Note may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Note or in any other certificate, agreement or document related to this Note shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
[Signature page follows]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
BLUE OCEAN ACQUISITION CORP, |
|||
| a Cayman Islands exempted company, as Maker | |||
| By: | /s/ Richard Leggett | ||
| Name: | Richard Leggett | ||
| Title: | Chief Executive Officer | ||
| Accepted and agreed this 3rd day of August, 2023: | |||
| THE NEWS LENS CO., LTD, | |||
| a Cayman Islands limited liability company, as Payee | |||
| By: | /s/ Joey Chung | ||
| Name: | Joey Chung | ||
| Title: | CEO | ||
[Signature Page to Promissory Note]
SCHEDULE A
The initial outstanding principal amount of the Note is four hundred thousand U.S. Dollars ($400,000.00).
Subject to the terms and conditions set forth in the Note to which this schedule is attached, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all principal increases under the Note.
| Date |
Original Principal |
Prepayment (if applicable) |
Total Remaining Principal Amount |
Initials of Person Making Notation | ||||
Exhibit 10.2
FIRST AMENDMENT TO CONSULTING AGREEMENT
WITH BLUE OCEAN ACQUISITION CORP
THIS FIRST AMENDMENT TO THE CONSULTING AGREEMENT (the “Consulting Agreement” and this the “First Amendment”) made and effected as of October 11, 2022 by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Richard Leggett, residing for notice purposes at 2 Wisconsin Circle, 7th Floor, 7th Floor Chevy Chase MD 20815 (“Consultant”) (each a “Party” and collectively, the “Parties”) is made and effected as of July 31, 2023.
WHEREAS, the Company is a special purpose acquisition company (Nasdaq: BOCN) formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”);
WHEREAS, the Company entered into a definitive agreement for a Business Combination on June 6, 2023;
WHEREAS, the Company desires to amend Section 1.1 and Section 3 of the Consulting Agreement; and
WHEREAS, the Consultant wishes to accept such amendment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Section 1.1 of the Consulting Agreement shall be deleted in its entirety and replaced with the following:
The Company hereby engages Consultant as an independent contractor to serve as Chief Executive Officer (“CEO”) of the Company. Consultant will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position in a comparable company, and as the Chairman or the Board of Directors of the Company (the “Board”) shall from time to time reasonably direct, including services related to initial public offering readiness in preparation for the consummation of the Business Combination (the “Consulting Services”). Consultant shall perform all Consulting Services diligently and to the best of Consultant’s professional ability and judgment.
2. Section 3 of the Consulting Agreement shall be deleted in its entirety and replaced with the following:
3. Payments to Consultant
3.1 The Company agrees to pay Consultant a consulting fee of Twenty Thousand United States Dollars ($20,000) per month, payable on the final business day of each month during the Term, commencing on July 31, 2023 (the “Revised Consulting Fee”).
3.2 The Company agrees to pay Consultant a bonus of Two Hundred and Fifty Thousand United States Dollars ($250,000) within 10 business days of the close of the Business Combination (the “Success Bonus”), provided, however, that such Success Bonus shall be reduced by $17,500 for each month in which the Company pays the Revised Consulting Fee. By way of example, if the Company pays the Revised Consulting Fee for eight months, then the Success Bonus shall be reduced by $140,000, and $110,000 shall be paid as the Success Bonus to the Consultant. Consultant understands that if the Company does not complete a Business Combination, or if the Term hereunder expires prior to completion of a Business Combination, no Success Bonus shall be due or paid to Consultant.
3. Counterparts and Facsimile Signatures.
This First Amendment may be executed in counterparts and by facsimile or electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) execution, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above in the Preamble.
| Blue Ocean Acquisition Corp | ||
| By: | /s/ Marcus Brauchli | |
| Name: | Marcus Brauchli | |
| Title: | Director | |
| Richard Leggett | |
| /s/ Richard Leggett |
Exhibit 10.3
FIRST AMENDMENT TO CONSULTING AGREEMENT
WITH BLUE OCEAN ACQUISITION CORP
THIS FIRST AMENDMENT TO THE CONSULTING AGREEMENT (the “Consulting Agreement” and this the “First Amendment”) made and effected as of November 22, 2022 by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Matt Lasov, residing for notice purposes at 2 Wisconsin Circle, 7th Floor, 7th Floor Chevy Chase MD 20815 (“Consultant”) (each a “Party” and collectively, the “Parties”) is made and effected as of July 31, 2023.
WHEREAS, the Company is a special purpose acquisition company (Nasdaq: BOCN) formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”);
WHEREAS, the Company entered into a definitive agreement for a Business Combination on June 6, 2023;
WHEREAS, the Company desires to amend Section 1.1. and Section 3 of the Consulting Agreement; and
WHEREAS, the Consultant wishes to accept such amendment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Section 1.1 of the Consulting Agreement shall be deleted in its entirety and replaced with the following:
1.1 The Company hereby engages Consultant as an independent contractor to serve as Chief Financial Officer (“CFO”) of the Company. Consultant will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position in a comparable company, and as the Chairman or the Board of Directors of the Company (the “Board”) shall from time to time reasonably direct, including services related to initial public offering readiness in preparation for the consummation of the Business Combination (the “Consulting Services”). Consultant shall perform all Consulting Services diligently and to the best of Consultant’s professional ability and judgment.
2. Section 3 of the Consulting Agreement shall be deleted in its entirety and replaced with the following:
3. Payments to Consultant
3.1 The Company agrees to pay Consultant a consulting fee of Thirty-two Thousand Five Hundred United States Dollars ($32,500) per month in advance, payable on the final business day of each month during the Term, commencing on July 31, 2023 (the “Revised Consulting Fee”).
3.2 The Company agrees to pay Consultant a bonus of One Hundred and Fifty Thousand United States Dollars ($150,000) within 10 business days of the close of the Business Combination (the “Success Bonus”), provided, however, that such Success Bonus shall be reduced by each payment made by the Company pursuant to paragraph 3.1 hereof. By way of example, if the Company pays the Revised Consulting Fee for four months (or longer), then the Success Bonus shall be reduced by $150,000 and no additional money shall be paid as the Success Bonus to the Consultant. Consultant understands that if the Company does not complete a Business Combination, or if the Term hereunder expires prior to completion of a Business Combination, no Success Bonus shall be due or paid to Consultant.
3. Counterparts and Facsimile Signatures.
This First Amendment may be executed in counterparts and by facsimile or electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) execution, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above in the Preamble.
| Blue Ocean Acquisition Corp | ||
| By: | /s/ Marcus Brauchli | |
| Name: | Marcus Brauchli | |
| Title: | Director | |
| Matt Lasov | ||
| /s/ Matt Lasov | ||
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