In a significant move for Blue Ocean Acquisition Corp (NASDAQ:BOCN), shareholders approved a business combination with TNL Mediagene and its subsidiary Merger Sub during an extraordinary general meeting on Monday.
The approval, based on an 8-K filing with the Securities and Exchange Commission, paves the way for the merger of Merger Sub into Blue Ocean, with the latter surviving as a wholly-owned subsidiary of TNL Mediagene.
The meeting, which achieved a quorum with approximately 90.11% of outstanding shares represented, saw shareholders cast their votes on the proposed merger. A majority of shares voted in favor, with 5,931,621 votes for and 3,345 against, out of the 5,934,966 Ordinary Shares present in person or by proxy.
The business combination agreement, initially dated June 6, 2023, and subsequently amended on May 29, 2024, and October 23, 2024, required the affirmative vote of a majority of the Ordinary Shares for approval. Similarly, the merger proposal, which necessitated a two-thirds majority, was also approved with the same vote count as the business combination proposal.
In conjunction with the meeting, 1,803,047 Class A ordinary shares were redeemed for a pro rata portion of the trust account funds, totaling approximately $20.4 million, or about $11.30 per share.
Additionally, on the eve of the meeting, Blue Ocean and Needham & Company, LLC reached an agreement for a modified payment of the deferred underwriting fee. Needham will receive a cash payment of $350,000 from TNL Mediagene instead of the fee due upon the completion of the initial business combination.
This news comes from a recent SEC filing and marks a crucial step in Blue Ocean Acquisition Corp's trajectory, as it moves forward with its business combination plans.
Further, Blue Ocean Acquisition Corp has announced several financing agreements. The company secured $4,355,000 through the sale of subordinated unsecured convertible promissory notes to third-party investors. These notes will automatically convert into TNL Mediagene ordinary shares upon the merger's completion. TNL Mediagene, on the other hand, signed agreements for a convertible note issuance of up to $11,944,444 and an equity line of credit of up to $30,000,000.
These recent developments aim to streamline the merger process and align the interests of the Sponsor with the shareholders after the merger. The adjustments to the Earn-Out Shares conditions are intended to expedite the reward of Earn-Out Shares based on the performance of the merged entity.
InvestingPro Insights
As Blue Ocean Acquisition Corp (NASDAQ:BOCN) moves forward with its approved business combination, investors should consider some key financial metrics and insights from InvestingPro. The company's market capitalization stands at $75.93 million, reflecting its current valuation in the market.
InvestingPro Tips highlight that Blue Ocean is not profitable over the last twelve months and suffers from weak gross profit margins. This aligns with the company's reported operating income of -$4.14 million for the same period. These financial challenges may explain the company's strategic move towards a business combination, potentially seeking to improve its financial position and operational efficiency.
The company's Price to Book ratio of -4.75 and Return on Assets of -1.63% further underscore the financial hurdles it faces. However, it's worth noting that despite these challenges, Blue Ocean's stock has shown a positive YTD Price Total (EPA:TTEF) Return of 5.31%, indicating some investor optimism about its future prospects, possibly tied to the approved merger.
For investors looking for a more comprehensive analysis, InvestingPro offers additional tips and insights that could be valuable in assessing the potential impact of this business combination on Blue Ocean's future performance.
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