BOCN / Blue Ocean Acquisition Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BOCN / Blue Ocean Acquisition Corp. / Vivaldi Asset Management, LLC - JOINT FILING AGREEMENT

Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-41112 Blue Ocean Acquisition Corp (Exact name of registrant as specifie

BOCN / Blue Ocean Acquisition Corp. / Blue Ocean Sponsor LLC Passive Investment

SC 13G/A 1 sadablueocean2024120513ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) December 5, 2024 (Date of Event Which Requires Filing of t

BOCN / Blue Ocean Acquisition Corp. / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteorabocn0113024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Ocean Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) November 30, 2024 (Date of Event Which Requires Filing of this S

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation)

AMENDMENT NO. 2 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT

Exhibit 2.1 AMENDMENT NO. 2 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT This AMENDMENT NO. 2 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of December 4, 2024 by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“SPAC”), TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), and Blu

TNL Mediagene Completes Merger, Lists on NASDAQ Tokyo and Taipei-based Media Group Brings in New Board and Investors, Announces Partnership with WOWOW

Exhibit 99.1 PRESS RELEASE TNL Mediagene Completes Merger, Lists on NASDAQ Tokyo and Taipei-based Media Group Brings in New Board and Investors, Announces Partnership with WOWOW TOKYO/TAIPEI - December 6, 2024 – TNL Mediagene, Asia’s next-generation digital-media and data group, today announced the completion of its previously announced merger with Blue Ocean Acquisition Corp (the “Business Combin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Blue Ocean Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation)

AGREEMENT TO ASSIGN SPONSOR WARRANTS

Exhibit 10.2 AGREEMENT TO ASSIGN SPONSOR WARRANTS This Agreement to Assign Sponsor Warrants (this “Agreement”) is made as of November [], 2024, by and between Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and [] (the “Investor”). The Investor and the Sponsor are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized ter

TNL MEDIAGENE SUBORDINATED UNSECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

CONVERTIBLE NOTE PURCHASE AGREEMENT TNL Mediagene Dated November [____], 2024 Table of Contents

Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT among TNL Mediagene and [] Dated November [], 2024 Table of Contents Page 1. Definitions and Interpretation 1 2. Purchase and Sale of the Note 7 3. Closing, Closing Deliveries and Exchange of Note 7 4. Representations and Warranties of the Company 8 5. Representations and Warranties of the Investor 13 6. Conditions to the Investor’s Obligations at C

SECURITIES PURCHASE AGREEMENT

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 25, 2024 (the “Subscription Date”), is by and among TNL Mediagene, a company incorporated under the laws of the Cayman Islands with offices located at 23-2, Maruyamacho, Shibuya-ku, Tokyo, Japan 150-0044 and 4F., No. 88, Yanchang Road, Xinyi District, Taipei City 110 Taiwan (the “

ORDINARY SHARE PURCHASE AGREEMENT Dated as of November 25, 2024 by and between TNL MEDIAGENE Table of Contents

Exhibit 10.5 ORDINARY SHARE PURCHASE AGREEMENT Dated as of November 25, 2024 by and between TNL MEDIAGENE and [] Table of Contents Page Article I DEFINITIONS 2 Article II PURCHASE AND SALE OF ORDINARY SHARES 2 Section 2.1 Purchase and Sale of Stock 2 Section 2.2 Closing Date 2 Section 2.3 Initial Public Announcements and Required Filings 2 Article III PURCHASE TERMS 3 Section 3.1 VWAP Purchases 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2024 Blue Ocean Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe

BOCN / Blue Ocean Acquisition Corp. / Vivaldi Asset Management, LLC - 13G BOCN Passive Investment

SC 13G 1 schedule13gbocn111424.htm 13G BOCN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing

BOCN / Blue Ocean Acquisition Corp. / Meteora Capital, LLC Passive Investment

SC 13G 1 meteorabocn09302024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Ocean Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem

BOCN / Blue Ocean Acquisition Corp. / Blue Ocean Sponsor LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20038494sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of

BOCN / Blue Ocean Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Ocean Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1330L105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Che

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Amendment No. 2 to Agreement and Plan of Merger, dated as of October 23, 2024 among TNL Mediagene, Merger Sub and the Company (12)

Exhibit 2.1 Execution Version AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of October 23, 2024 by and among TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), TNLMG, a Cayman Islands exempted company and wholly-owned subsidiary of the Comp

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation)

Amendment to the Amended and Restated Letter Agreement, dated as of October 23, 2024, among Blue Ocean Acquisition Corp, Blue Ocean Sponsor LLC and TNL Mediagene.

Exhibit 2.2 Execution Version AMENDMENT NO. 1 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT This AMENDMENT NO. 1 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of October 23, 2024 by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“SPAC”), TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “

Asia’s Next - Generation Media Company Management Presentation September 2024 DRAFT – CONFIDENTIAL Disclaimer This investor presentation (this “Presentation”) is for information purposes with respect to the proposed business combination (the “Propose

Exhibit 99.1 Asia’s Next - Generation Media Company Management Presentation September 2024 DRAFT – CONFIDENTIAL Disclaimer This investor presentation (this “Presentation”) is for information purposes with respect to the proposed business combination (the “Proposed Business Combination”) between Blue Ocean Acquisition Corp (“Blue Ocean”) and TNL Mediagene (the “Company”) pursuant to that certain ag

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (

BOCN / Blue Ocean Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 bocn20240831.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BLUE OCEAN ACQUISITION CORP (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) August 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 Blue Ocean Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue Ocean

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

Amended & Restated Promissory Note, dated as of July 15, 2024, between the Company and TNL Mediagene (9)

Exhibit 10.1 THIS AMENDED AND RESTATED 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 EFFECTI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Co

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation or o

BOCN / Blue Ocean Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 bocn20240531.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Blue Ocean Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) May 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 Blue Ocean Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Com

Amended & Restated Promissory Note, dated as of May 30, 2024, between the Company and the Sponsor (10)

Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR AS

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Com

Amendment to the Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE OCEAN ACQUISITION CORP (the “Company”) RESOLVED, as a special resolution that: Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: 49.7 In the event that the Company does not consummate a

Amendment No. 1 to Agreement and Plan of Merger, dated as of May 29, 2024, among TNL Mediagene, Merger Sub and the Company (11)

Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 29, 2024 by and among TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), TNLMG, a Cayman Islands exempted company and wholly-owned subsidiary of the Company, formerly known as

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue Ocea

May 13, 2024

Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA · ASIA PACIFIC · EUROPE May 13, 2024 VIA EDGAR SUBMISSION U.

* * * Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA · ASIA PACIFIC · EUROPE +1 212 839 5946 kterrero@sidley.

* * *

Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA ● ASIA PACIFIC ● EUROPE May 3, 2024 VIA EDGAR SUBMISSION U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Asia’s Next - Generation Media Company Management Presentation April 2024 DRAFT – CONFIDENTIAL Disclaimer This investor presentation (this “Presentation”) is for information purposes with respect to the proposed business combination (th e “ Proposed

Exhibit 99.1 Asia’s Next - Generation Media Company Management Presentation April 2024 DRAFT – CONFIDENTIAL Disclaimer This investor presentation (this “Presentation”) is for information purposes with respect to the proposed business combination (th e “ Proposed Business Combination”) between Blue Ocean Acquisition Corp (“Blue Ocean”) and TNL Mediagene (the “Company”) pursuant to that certain agre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 Blue Ocean Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2024 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Co

Promissory Note, dated as of April 5, 2024, between the Company and the Sponsor (8)

Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

Description of Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Blue Ocean Acquisition Corp’s (the “Company,” “we” or “us”) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-41112 Blue Ocean Acquisition Co

Compensation Clawback Policy effective October 2, 2023, as adopted pursuant to Section 954 of the Dodd-Frank Act of 2010

Exhibit 97.1 BLUE OCEAN ACQUISITION CORP. POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Introduction The Board of Directors (the “Board”) of Blue Ocean Acquisition Corp. (the “Company”) has adopted this Policy on Recoupment of Incentive Compensation (this “Policy”), which provides for the recoupment of compensation in certain circumstances in the event of a restatement of financial results by the

KY:BOCNU / Blue Ocean Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

SC 13G 1 tm246034d15sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Blue Ocean Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G1330L113 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

KY:BOCN / BLUE OCEAN ACQUISITION COR A COMMON STOCK USD.0001 / Blue Ocean Sponsor LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20021197sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 )* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

KY:BOCN / BLUE OCEAN ACQUISITION COR A COMMON STOCK USD.0001 / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245812d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Blue Ocean Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t

KY:BOCNU / Blue Ocean Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 p24-0157sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L113** (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue

KY:BOCNU / Blue Ocean Acquisition Corp. / Vivaldi Asset Management, LLC - BOCN 13G/A Passive Investment

SC 13G/A 1 schedule13gabocn10102023.htm BOCN 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L113** (CUSIP Number) September 30, 2023 (Date of Event which Requ

KY:BOCN / BLUE OCEAN ACQUISITION COR A COMMON STOCK USD.0001 / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Blue Ocean Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G1330L105 (CUSIP Number) September 5, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

KY:BOCNU / Blue Ocean Acquisition Corp. / Vivaldi Asset Management, LLC - 13G BOCN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L113** (CUSIP Number) August 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2023 Blue Ocean Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 29, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (

Amendment to the Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE OCEAN ACQUISITION CORP (the “Company”) RESOLVED, as a special resolution that: Article 49.7 of the Company’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7: 49.7 In the event that the Company does not consummate a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue Ocean

Promissory Note, dated August 3, 2023 issued by Blue Ocean Acquisition Corp to The News Lens Co., Ltd. (7)

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 STATE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Co

Amendment to Consulting Agreement between Blue Ocean Acquisition Corp and Matt Lasov, dated July 31, 2023 (7)

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,

Amendment to Consulting Agreement between Blue Ocean Acquisition Corp and Richard Leggett, dated July 31, 2023 (7)

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 Circ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023 Blue Ocean Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Co

Promissory Note, dated as of June 20, 2023, between the Company and the Sponsor. (6)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT AS PERM

2

Exhibit 99.1 TNL Mediagene, a leading Asian digital-media company, agrees to become publicly listed company on Nasdaq through merger with Blue Ocean Acquisition Corp - TNL Mediagene operates media brands in Chinese and Japanese that reach more than 50 million unique visitors - TNL Mediagene created by merger of Taiwan’s The News Lens Co. and Japan’s Mediagene Inc. - TNL Mediagene provides independ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Blue Ocean Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation or or

Shareholder Lock-Up and Support Agreement, dated as of June 6, 2023, among The New Lens Co., Ltd., Blue Ocean Acquisition Corp and the shareholders party thereto

Exhibit 10.2 LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 6, 2023, by and among The News Lens Co., Ltd., a Cayman Islands exempted company (the “Company”), Blue Ocean Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collective

Agreement and Plan of Merger, dated as of June 6, 2023, among The News Lens Co., Ltd., TNL Mediagene and Blue Ocean Acquisition Corp

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among The News Lens Co., Ltd., TNL MEDIAGENE, and BLUE OCEAN ACQUISITION Corporation dated as of June 6, 2023 TABLE OF CONTENTS Page Article I Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 17 Section 1.03 Table of Defined Terms 18 Article II Recapitalization; The Merger 19 Section 2.01 Reverse Share Split 19 Section 2.02

Agreement and Plan of Merger, dated as of June 6, 2023, among The News Lens Co., Ltd., TNL Mediagene and Blue Ocean Acquisition Corp (5)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among The News Lens Co., Ltd., TNL MEDIAGENE, and BLUE OCEAN ACQUISITION Corporation dated as of June 6, 2023 TABLE OF CONTENTS Page Article I Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 17 Section 1.03 Table of Defined Terms 18 Article II Recapitalization; The Merger 19 Section 2.01 Reverse Share Split 19 Section 2.02

Amended and Restated Letter Agreement dated June 6, 2023, among the Registrant, Blue Ocean Sponsor LLC, Apollo SPAC Fund I, L.P., and the Registrant’s officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 6, 2023)

Exhibit 10.1 June 6, 2023 Blue Ocean Acquisition Corp 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 Re: Amended and Restated Letter Agreement Ladies and Gentlemen: This letter agreement (this “Amended Letter Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (the “BCA”), by and among Blue Ocean Acquisition Corp, a C

Shareholder Lock-Up and Support Agreement, dated as of June 6, 2023, among The New Lens Co., Ltd., Blue Ocean Acquisition Corp and the shareholders party thereto

Exhibit 10.2 LOCK-UP AND SUPPORT AGREEMENT THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 6, 2023, by and among The News Lens Co., Ltd., a Cayman Islands exempted company (the “Company”), Blue Ocean Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collective

2

Exhibit 99.1 TNL Mediagene, a leading Asian digital-media company, agrees to become publicly listed company on Nasdaq through merger with Blue Ocean Acquisition Corp - TNL Mediagene operates media brands in Chinese and Japanese that reach more than 50 million unique visitors - TNL Mediagene created by merger of Taiwan’s The News Lens Co. and Japan’s Mediagene Inc. - TNL Mediagene provides independ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Blue Ocean Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation or or

Blue Ocean Acquisition Corp Announces Cancellation of Extraordinary General Meeting

Exhibit 99.2 Blue Ocean Acquisition Corp Announces Cancellation of Extraordinary General Meeting CHEVY CHASE, MD.— June 6, 2023— Blue Ocean Acquisition Corp (NASDAQ: BOCN) (“Blue Ocean” or the “Company”) announced today its decision to cancel its extraordinary general meeting (the “Shareholder Meeting”) that was scheduled for Tuesday, June 6, 2023, at 2:00 p.m., Eastern Time and to withdraw from c

Amended Letter Agreement, dated as of June 6, 2023, among Blue Ocean Acquisition Corp, Blue Ocean Sponsor LLC, Apollo SPAC Fund I, L.P. and the other shareholders party thereto

EX-10.1 3 ea179807ex10-1blueocean.htm AMENDED LETTER AGREEMENT, DATED AS OF JUNE 6, 2023, AMONG BLUE OCEAN ACQUISITION CORP, BLUE OCEAN SPONSOR LLC, APOLLO SPAC FUND I, L.P. AND THE OTHER SHAREHOLDERS PARTY THERETO Exhibit 10.1 June 6, 2023 Blue Ocean Acquisition Corp 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 Re: Amended and Restated Letter Agreement Ladies and Gentlemen: This letter agr

Blue Ocean Acquisition Corp Announces Cancellation of Extraordinary General Meeting

Exhibit 99.2 Blue Ocean Acquisition Corp Announces Cancellation of Extraordinary General Meeting CHEVY CHASE, MD.— June 6, 2023— Blue Ocean Acquisition Corp (NASDAQ: BOCN) (“Blue Ocean” or the “Company”) announced today its decision to cancel its extraordinary general meeting (the “Shareholder Meeting”) that was scheduled for Tuesday, June 6, 2023, at 2:00 p.m., Eastern Time and to withdraw from c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Blue Ocean Acquisition Corp Announces Postponement of Extraordinary General Meeting From Friday, June 2, 2023 to Tuesday, June 6, 2023

Exhibit 99.1 Blue Ocean Acquisition Corp Announces Postponement of Extraordinary General Meeting From Friday, June 2, 2023 to Tuesday, June 6, 2023 CHEVY CHASE, MD.— June 2, 2023— Blue Ocean Acquisition Corp (NASDAQ: BOCN) (“Blue Ocean” or the “Company”) announced today that its previously announced extraordinary general meeting (the “Shareholder Meeting”) originally scheduled for Friday, June 2,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023 Blue Ocean Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 Blue Ocean Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue Ocea

May 11, 2023

SIDLEY AUSTIN LLP 1000 LOUISIANA, SUITE 5900 HOUSTON, TEXAS 77002 +1 713 495 4500 +1 713 495 4500 FAX AMERICA • ASIA PACIFIC • EUROPE +1 713 495 4523 JDALY@SIDLEY.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2023 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-41112 Blue Ocean Acquisition Co

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Blue Ocean Acquisition Corp’s (the “Company,” “we” or “us”) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on F

KYG1330L1059 / Blue Ocean Acquisition Corp. / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Blue Ocean Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

KYG1330L1133 / Blue Ocean Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - BLUE OCEAN ACQUISITION CORP Passive Investment

SC 13G/A 1 p23-0383sc13ga.htm BLUE OCEAN ACQUISITION CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L113** (CUSIP Number) December 31, 2022 (Date of event which requires fili

November 23, 2022

SIDLEY AUSTIN LLP 1000 LOUISIANA, SUITE 5900 HOUSTON, TEXAS 77002 +1 713 495 4500 +1 713 495 4500 FAX AMERICA ? ASIA PACIFIC ? EUROPE +1 713 495 4523 JDALY@SIDLEY.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation)

CONSULTING AGREEMENT WITH BLUE OCEAN ACQUISITION CORP

Exhibit 10.1 CONSULTING AGREEMENT WITH BLUE OCEAN ACQUISITION CORP THIS CONSULTING AGREEMENT (this ?Agreement?) is made and effected as of November 22, 2022 (the ?Effective Date?), 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?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue

Consulting Agreement, dated as of October 11, 2022, between the Registrant and Richard Leggett (4)

Exhibit 10.1 CONSULTING AGREEMENT WITH BLUE OCEAN ACQUISITION CORP THIS CONSULTING AGREEMENT (this ?Agreement?) is made and effected as of October 11, 2022 (the ?Effective Date?), 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 (?Consulta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 11, 2022 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation)

Blue Ocean Acquisition Corp. Announces Appointment of Richard Leggett as Chief Executive Officer

Exhibit 99.1 Blue Ocean Acquisition Corp. Announces Appointment of Richard Leggett as Chief Executive Officer CHEVY CHASE, Md., Oct. 14, 2022 /PRNewswire/ - Blue Ocean Acquisition Corp. (NASDAQ: BOCN) (the ?Company? or ?Blue Ocean?) today announced the appointment of Richard Leggett to the role of chief executive officer of the Company. Mr. Leggett was previously chief executive officer of Frontie

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2022 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue Ocean

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2022 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41112 Blue Ocea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 brhc1003570710k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001

DESCRIPTION OF SECURITIES

EX-4.5 2 brhc10035707ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Blue Ocean Acquisition Corp’s (the “Company,” “we” or “us”) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated memorandum and articles of association, which is incorporated by refere

Blue Ocean Sponsor LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Blue Ocean Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the R

CALAMOS INVESTMENT TRUST/IL - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Blue Ocean Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) G1330L113 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: January 21, 2022 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1593951 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. E

Blue Ocean Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants, Commencing January 24, 2022

Exhibit 99.1 Blue Ocean Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants, Commencing January 24, 2022 CHEVY CHASE, Md., January 21, 2022 /PRNewswire/ - Blue Ocean Acquisition Corp (NASDAQ: BOCNU) (?Blue Ocean? or the ?Company?) announced today that, commencing January 24, 2022, holders of the units (the ?Units?) sold in the Company?s initial pu

HIGHBRIDGE CAPITAL MANAGEMENT LLC - BLUE OCEAN ACQUISITION CORP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Ocean Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1330L113** (CUSIP Number) December 7, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t

JOINT FILING AGREEMENT BLUE OCEAN ACQUISITION CORP

EX-1 2 tm2135722d1ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT BLUE OCEAN ACQUISITION CORP In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the

AMHC / Amplitude Healthcare Acquisition Corp / Apollo Management Holdings GP, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Blue Ocean Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 03212A 105** (CUSIP Number) December 7, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Blue Ocean Acquisition Corp Announces Closing of the Full Exercise of Underwriter’s Option to Purchase Additional Units CHEVY CHASE, Md., December 9, 2021 /PRNewswire/ -- Blue Ocean Acquisition Corp (the “Company”) today announced that, in connection

EX-99.3 4 ny20000023x14ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Blue Ocean Acquisition Corp Announces Closing of the Full Exercise of Underwriter’s Option to Purchase Additional Units CHEVY CHASE, Md., December 9, 2021 /PRNewswire/ - Blue Ocean Acquisition Corp (the “Company”) today announced that, in connection with its previously announced public offering of 16,500,000 units (the “Initial Units”), t

Index to Financial Statement Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 7, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board o

Exhibit 99.1 Index to Financial Statement Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 7, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Blue Ocean Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Blue Oce

Index to Unaudited Pro Forma Financial Statement

Exhibit 99.2 Index to Unaudited Pro Forma Financial Statement Unaudited Pro Forma Balance Sheet as of December 9, 2021 F-2 Notes to Unaudited Pro Forma Financial Statement F-3 BLUE OCEAN ACQUISITION CORP. PRO FORMA BALANCE SHEET December 9, 2021 December 7, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) Assets Current assets: Cash on hand $ 2,020,890 $ - $ 2,020,890 Prepaid expense

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2021 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-41112 (Commission

Administrative Support Agreement, dated December 2, 2021, between the Registrant and Blue Ocean Sponsor LLC (3)

EX-10.5 9 ny20000023x13ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 BLUE OCEAN ACQUISITION CORP 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 December 2, 2021 BLUE OCEAN SPONSOR LLC 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Blue Ocean Acquisition Corp (the “Company”) Blue Ocean Sponsor LLC (the

Letter Agreement dated December 2, 2021, among the Registrant, Blue Ocean Sponsor LLC, Apollo SPAC Fund I, L.P., and the Registrant’s officers and directors (3)

EX-10.1 5 ny20000023x13ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 December 2, 2021 Blue Ocean Acquisition Corp 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Blue Ocean Acqui

Warrant Agreement, dated December 2, 2021, among the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (3)

Exhibit 4.1 WARRANT AGREEMENT BLUE OCEAN ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 2, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated December 2, 2021, is by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity,

Form of Indemnity Agreement, dated December 2, 2021, between the Company and each officer and/or director (3)

EX-10.6 10 ny20000023x13ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 2, 2021, by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [NAME] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, of

Private Placement Warrants Purchase Agreement, dated December 2, 2021, between the Registrant and Blue Ocean Sponsor LLC (3)

EX-10.4 8 ny20000023x13ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 2, 2021, is entered into by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”

Investment Management Trust Agreement dated December 2, 2021, between the Registrant and Continental Stock Transfer & Trust Company, as trustee (3)

EX-10.2 6 ny20000023x13ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 2, 2021 by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Com

Amended and Restated Memorandum and Articles of Association (3)

EX-3.1 3 ny20000023x13ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Blue Ocean Acquisition Corp (adopted by special resolution dated DECEMBER 2, 2021 and effective on December 2, 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDE

Blue Ocean Acquisition Corp Announces Pricing of Upsized $165 Million Initial Public Offering

EX-99.1 11 ny20000023x13ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Blue Ocean Acquisition Corp Announces Pricing of Upsized $165 Million Initial Public Offering CHEVY CHASE, Md., December 2, 2021 /PRNewswire/ - Blue Ocean Acquisition Corp (the “Company”) today announced the pricing of its upsized initial public offering (“IPO”) of 16,500,000 units at a price of $10.00 per unit. The units will be listed

Registration Rights Agreement, dated December 2, 2021, among the Registrant, Blue Ocean Sponsor LLC and certain other security holders named therein (3)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of December 2, 2021, is made and entered into by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the ?Company?), Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), Apollo SPAC Fund I, L.P. (?Apollo?), and each individual named on the

Underwriting Agreement, dated December 2, 2021, between the Company and Needham & Company, LLC.

Exhibit 1.1 16,500,000 Units* Blue Ocean Acquisition Corp UNDERWRITING AGREEMENT December 2, 2021 NEEDHAM & COMPANY, LLC As Representative of the several Underwriters c/o Needham & Company, LLC 250 Park Avenue New York, New York 100177 Ladies and Gentlemen: Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters named i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ny20000023x138k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): (December 2, 2021) December 8, 2021 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-41112 98-1

$165,000,000 Blue Ocean Acquisition Corp 16,500,000 Units

424B4 1 ny20000023x12424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-260889 and 333-261473 PROSPECTUS   $165,000,000 Blue Ocean Acquisition Corp 16,500,000 Units Blue Ocean Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, s

As filed with the Securities and Exchange Commission on December 2, 2021

As filed with the Securities and Exchange Commission on December 2, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1)

8-A12B/A 1 ny20000023x108a12ba.htm FORM 8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Blue Ocean Acquisition Corp (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1593951 (State or other jur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A

8-A12B 1 ny20000023x98a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Blue Ocean Acquisition Corp (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1593951 (State or other jurisdiction of incorporation

BLUE OCEAN ACQUISITION CORP 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815

CORRESP 1 filename1.htm BLUE OCEAN ACQUISITION CORP 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 November 30, 2021 VIA EMAIL & EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Gregory Herbers Re: Blue Ocean Acquisition Corp (the “Company”) Registration Statement on Form S-1 (File No. 333-260889) Dear Mr. Herbers: In

As filed with the U.S. Securities and Exchange Commission on November 29, 2021.

S-1/A 1 ny20000023x6s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 29, 2021. Registration No. 333-260889 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) C

(Signature Pages Follow)

EX-10.1 2 ny20000023x6ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [-], 2021 Blue Ocean Acquisition Corp 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Blue Ocean Acquisition C

[Signature Page Follows]

CORRESP 1 filename1.htm VIA EDGAR November 30, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Gregory Herbers Re: Blue Ocean Acquisition Corp (the “Company”) Registration Statement on Form S-1 (File No. 333-260889) Dear Mr. Herbers: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

EX-10.6 13 ny20000023x5ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [-], 2021, is entered into by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and

Specimen Ordinary Share Certificate (2)

EX-4.2 5 ny20000023x5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES BLUE OCEAN ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF BLUE OCEAN

WARRANT AGREEMENT BLUE OCEAN ACQUISITION CORP CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [-], 2021

EX-4.4 7 ny20000023x5ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT BLUE OCEAN ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [-], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [-], 2021, is by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as war

INVESTMENT MANAGEMENT TRUST AGREEMENT

EX-10.3 11 ny20000023x5ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2021 by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s

REGISTRATION RIGHTS AGREEMENT

EX-10.4 12 ny20000023x5ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2021, is made and entered into by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Apollo SPAC Fund I, L.P. (“Apo

Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 19, 2021)

EX-14.1 16 ny20000023x5ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 blue ocean acquisition corp CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction The Board of Directors (the “Board”) of Blue Ocean Acquisition Corp has adopted this code of ethics and business conduct (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees

THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Blue Ocean Acquisition Corp (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES

EX-3.4 3 ny20000023x5ex3-4.htm EXHIBIT 3.4 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Blue Ocean Acquisition Corp (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSO

BLUE OCEAN ACQUISITION CORP 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815

EX-10.10 15 ny20000023x5ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 BLUE OCEAN ACQUISITION CORP 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 , 2021 BLUE OCEAN SPONSOR LLC 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Blue Ocean Acquisition Corp (the “Company”) Blue Ocean Sponsor LLC (the “Spons

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 19, 2021)

EX-99.1 17 ny20000023x5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Blue ocean acquisition corp AUDIT COMMITTEE CHARTER As adopted by the Board of Directors, effective [-], 2021 The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Blue Ocean Acquisition Corp (the “Company”) is to assist the Board in fulfilling its oversight responsibilities relating to: (i) the C

15,000,000 Units* Blue Ocean Acquisition Corp UNDERWRITING AGREEMENT

EX-1.1 2 ny20000023x5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 15,000,000 Units* Blue Ocean Acquisition Corp UNDERWRITING AGREEMENT [-], 2021 NEEDHAM & COMPANY, LLC As Representative of the several Underwriters c/o Needham & Company, LLC 250 Park Avenue New York, New York 100177 Ladies and Gentlemen: Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell

Specimen Unit Certificate (2)

EX-4.1 4 ny20000023x5ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] BLUE OCEAN ACQUISITION CORP UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one Class A ordinary share, pa

Specimen Warrant Certificate (2)

EX-4.3 6 ny20000023x5ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 EXHIBIT A [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BLUE OCEAN ACQUISITION CORP Incorporated Under the Laws of the Cayman Islands CUSIP [-] Warrant Certificate This Warrant Certificate certifies that [ ], or registered

(Signature Pages Follow)

EX-10.1 10 ny20000023x5ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [-], 2021 Blue Ocean Acquisition Corp 2 Wisconsin Circle, 7th Floor Chevy Chase, MD 20815 Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Blue Ocean Acquisition

As filed with the U.S. Securities and Exchange Commission on November 19, 2021.

As filed with the U.S. Securities and Exchange Commission on November 19, 2021. Registration No. 333-260889 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands ? ? 6770 ? ? 98-1593951 (State or othe

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 19, 2021)

EX-99.2 18 ny20000023x5ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 BLUE OCEAN ACQUISITION CORP COMPENSATION COMMITTEE CHARTER As adopted by the Board of Directors, effective [-], 2021 Purpose The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company is to (i) discharge the Board’s responsibilities relating to compensation of the Company’s executive

FORM OF INDEMNITY AGREEMENT

EX-10.7 14 ny20000023x5ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in ot

THE COMPANIES ACT (AS REVISED)

EX-3.1 2 ny20000023x3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE OCEAN ACQUISITION CORP THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BLUE OCEAN ACQUISITION CORP 1 The name of the Company is Blue Ocean Acquisition Corp. 2

Consent to be Named as a Director Nominee

EX-99.7 12 ny20000023x3ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Blue Ocean Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

Consent to be Named as a Director Nominee

EX-99.3 8 ny20000023x3ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Blue Ocean Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n

Securities Subscription Agreement, dated as of October 28, 2021, by and among the Registrant, Blue Ocean Sponsor LLC and Apollo SPAC Fund I, L.P. (1)

EX-10.9 5 ny20000023x3ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PER

Consent to be Named as a Director Nominee

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Blue Ocean Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Blue Ocean

As filed with the U.S. Securities and Exchange Commission on November 8, 2021.

S-1 1 ny20000023x3s1.htm S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on November 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1593951 (

Consent to be Named as a Director Nominee

EX-99.4 9 ny20000023x3ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Blue Ocean Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n

Securities Subscription Agreement, dated as of April 6, 2021, between the Registrant and Blue Ocean Sponsor LLC (1)

EX-10.8 4 ny20000023x3ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Blue Ocean Acquisition Corp 2 Wisconsin Circle 7th Floor Chevy Chase, MD 20815 April 6, 2021 Blue Ocean Sponsor LLC 2 Wisconsin Circle 7th Floor Chevy Chase, MD 20815 RE: Securities Subscription Agreement Ladies and Gentlemen: Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the o

Consent to be Named as a Director Nominee

EX-99.2 7 ny20000023x3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Blue Ocean Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a n

PROMISSORY NOTE

EX-10.2 3 ny20000023x3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISF

Consent to be Named as a Director Nominee

EX-99.6 11 ny20000023x3ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Blue Ocean Acquisition Corp of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE +1 212 839 5684 [email protected] November 8, 2021

CORRESP 1 filename1.htm SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE +1 212 839 5684 [email protected] November 8, 2021 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jeffrey Lewis Kristina Marrone Gregory Herbers Mary Beth

WARRANT AGREEMENT BLUE OCEAN ACQUISITION CORP CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [-], 2021

EX-4.4 3 filename3.htm Exhibit 4.4 WARRANT AGREEMENT BLUE OCEAN ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [-], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [-], 2021, is by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Blue Ocean Acquisition Corp (Exact name of registrant as specified in its charter)

TABLE OF CONTENTS As confidentially submitted to the U.S. Securities and Exchange Commission on July 23, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STAT

Blue Ocean Acquisition Corp 2 Wisconsin Circle 7th Floor Chevy Chase, MD 20815

EX-10.8 5 filename5.htm Exhibit 10.8 Blue Ocean Acquisition Corp 2 Wisconsin Circle 7th Floor Chevy Chase, MD 20815 April 6, 2021 Blue Ocean Sponsor LLC 2 Wisconsin Circle 7th Floor Chevy Chase, MD 20815 RE: Securities Subscription Agreement Ladies and Gentlemen: Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of Blue Ocean Spo

THE COMPANIES ACT (AS REVISED)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUE OCEAN ACQUISITION CORP THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BLUE OCEAN ACQUISITION CORP 1 The name of the Company is Blue Ocean Acquisition Corp. 2 The Registered Office of the Company shall

PROMISSORY NOTE

EX-10.2 4 filename4.htm Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE