Form 8-A12B/A TNL Mediagene

 

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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