Form 6-K TNL Mediagene For: Aug 03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number 001-42424
TNL Mediagene
| 23-2 Maruyamacho | 4F., No. 88, Yanchang Rd. | |
| Shibuya-ku, Tokyo 150-0044 | Xinyi District | |
| Japan | Taipei City 110 | |
| +81-(0)3-5784-6742 | Taiwan | |
| +866-2-6638-5108 |
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
Formation of Special Committee, Engagement of Imperial Capital as Financial Advisor To Pursue Strategic Alternatives to Maximize Shareholder Value
On August 3, 2026, TNL Mediagene, a Cayman Islands exempted company (the “Company”) announced that its Board of Directors (the “Board”) has established a special committee of independent directors (the “Special Committee”) to evaluate and, as appropriate, negotiate and make recommendations to the Board with respect to potential strategic transactions and alternatives available to the Company.
The Special Committee has retained independent legal and financial advisors Greenberg Traurig, LLP and Imperial Capital, LLC to assist it. Imperial Capital’s mandate includes sourcing and evaluating a full range of strategic alternatives.
The Special Committee along with Imperial Capital will review and consider various alternatives in an effort to maximize shareholder value. The Company has not entered into any agreement with respect to any proposal to date and there can be no assurance that any transaction will be consummated.
A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this report on Form 6-K.
This Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-1 (File No. 333-293957), and shall be a part of such Registration Statement from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TNL Mediagene. | |||
| Date: August 3, 2026 | By: | /s/ Motoko Imada | |
| Name: | Motoko Imada | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release by TNL Mediagene dated August 3, 2026 |
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ATTACHMENTS / EXHIBITS
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