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
TNL Mediagene
(Exact name of registrant as specified in its charter)
| Cayman Islands | | Not Applicable |
| (State of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
23-2 Maruyamacho
Shibuya-ku, Tokyo 150-0044
Japan
+81-(0)3-5784-6742 | | 4F., No. 88, Yanchang Rd.
Xinyi District
Taipei City 110
Taiwan
+866-2-6638-5108 |
| (Address of principal executive offices) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered | | Name of each exchange on which
each class is to be registered |
Ordinary Shares,
par value $0.0001 per share | | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file or Regulation A offering statement number to which this form relates (if applicable):
333-280161
Securities to be registered pursuant to Section 12(g) of the Act:
None
Explanatory Note
This Amendment No. 1 to Form 8-A is being filed by TNL Mediagene (the “Registrant”) to amend and restate in its entirety the information set forth in the registration statement on Form 8-A (File No. 001-42424) previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on November 27, 2024.
Item 1. Description of Registrant’s Securities to be Registered.
The securities to be registered hereby are the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Registrant. For a description of the Ordinary Shares registered hereunder, reference is made to the information set forth under the headings “Description of TNL Mediagene’s Share Capital and Articles of Association” contained in the Registrant’s Registration Statement on Form F-4 (File No. 333-280161), as initially filed with the Commission on June 13, 2024, as amended (the “Registration Statement”), to which this Form 8-A/A relates. In addition, all of the above-referenced descriptions included in any proxy statement/prospectus forming a part of the Registration Statement subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| | TNL Mediagene |
| | |
| Date: December 2, 2024 | By: | /s/ Tzu-Wei Chung |
| | | Tzu-Wei Chung |
| | | Chief Executive Officer |
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