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TNL Mediagene (TNMG) Risk Analysis
Risk Overview Q4, 2025
Source: the company's latest filing for the period ended Dec 31, 2025, filed Apr 30, 2026
Risk Change Over Time
Risk Highlights Q4, 2025
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 54
- Share Price & Shareholder Rights - Risk 1Because we are incorporated under the laws of the Cayman Islands and our executive offices are located in Japan and Taiwan, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands and its executive offices are located in Japan and Taiwan. As a result, it may be difficult for investors to effect service of process within the United States on us, our executive officers and directors, or enforce judgments obtained in the United States courts against us, or our executive officers and directors. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not clearly established as they would be under from statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. The courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
- Share Price & Shareholder Rights - Risk 2The price of our securities, including TNL Mediagene Ordinary Shares and TNL Mediagene Warrants, may be volatile, and the value of our securities may decline.
We cannot predict the prices at which our securities will trade. The price of our securities may not bear any relationship to any established criteria of the value of our business and prospects, and the market price of our securities may fluctuate substantially and may be lower than the price at which you acquire them. The trading price of our securities could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our securities as you might be unable to sell these securities at or above the price you paid. Factors that could cause fluctuations in the trading price of our securities include the following: - actual or anticipated fluctuations in our financial condition or results of operations;- variance in our financial performance from expectations of securities analysts;- changes in our projected operating and financial results;- changes in laws or regulations applicable to our business;- announcements by us or our competitors of significant business developments, acquisitions or new offerings;- sales of our securities by us, our shareholders or our warrant holders, as well as the anticipation of lockup releases;- significant breaches of, disruptions to or other incidents involving our information technology systems or those of our business partners;- our involvement in litigation;- conditions or developments affecting the media industry in the jurisdictions in which we operate, including Japan and Taiwan;- changes in senior management or key personnel;- the trading volume of our securities;- changes in the anticipated future size and growth rate of our markets;- publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;- general economic and market conditions; and - other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events. Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively affect the market price of our ordinary shares and warrants. In the past, companies who have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management's attention.
- Share Price & Shareholder Rights - Risk 3Sales of a substantial number of our securities in the public market by our existing securityholders could cause the price of TNL Mediagene Ordinary Shares and TNL Mediagene Warrants to fall.
Sales of a substantial number of TNL Mediagene Ordinary Shares and/or TNL Mediagene Warrants in the public market by the existing securityholders, or the perception that those sales might occur, could depress the market price of TNL Mediagene Ordinary Shares and TNL Mediagene Warrants and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of TNL Mediagene Ordinary Shares and TNL Mediagene Warrants. TNL Mediagene Ordinary Shares held by certain of our shareholders are eligible for resale, subject to, in the case of certain shareholders, volume, manner of sale and other limitations under Rule 144. In addition, pursuant to the New Registration Rights Agreement, certain shareholders have the right, subject to certain conditions, to require us to register the sale of their securities under the Securities Act. See "Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions-Agreements Related to the Merger-New Registration Rights Agreement." By exercising their registration rights and selling a large number of TNL Mediagene Ordinary Shares, these shareholders could cause the prevailing market price of TNL Mediagene Ordinary Shares to decline. In addition, on March 13, 2026, the SEC declared effective a registration statement on Form F-1, under which the selling securityholders identified therein or their permitted transferees may offer and sell, from time to time, up to 1,600,354 TNL Mediagene Ordinary Shares and 145,844 TNL Mediagene Warrants (including 145,844 TNL Mediagene Ordinary Shares underlying such TNL Mediagene Warrants). As restrictions on resale end and certain lock-up agreements expire, the market price of TNL Mediagene Ordinary Shares could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of TNL Mediagene Ordinary Shares or other securities.
- Share Price & Shareholder Rights - Risk 4If we do not meet the expectations of equity research analysts, if they do not publish research reports about our business or if they issue unfavorable commentary or downgrade our securities, the price of our securities could decline.
The trading market for our securities may rely in part on the research reports that equity research analysts publish about us and our business. The analysts' estimates are based upon their own opinions and are often different from our estimates or expectations. If our results of operations are below the estimates or expectations of equity research analysts and investors, the price of our securities could decline. Moreover, the price of our securities could decline if one or more equity research analysts downgrade our securities or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.
- Share Price & Shareholder Rights - Risk 5Our issuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other shareholders.
We expect to issue additional share capital in the future that will result in dilution to all other shareholders. We expect to grant equity awards to key employees under our new equity incentive plan, which we expect to announce in the first half of 2026. As of December 31, 2025, we had outstanding stock options for 25,924 TNL Mediagene Ordinary Shares, of which 13,889 TNL Mediagene Ordinary Shares subject to stock options were exercisable under the 2025 Plan, which expired in June 2025. In addition, we issued 136,321 Earn-out Shares to the Sponsor, certain members of Blue Ocean's board of directors, management team and advisory board and certain other shareholders of Blue Ocean based on the specified times agreed in the Sponsor Lock-Up and Support Agreement in March 2026. See "Item 7. Major Shareholders and Related Party Transactions-B. Related Party Transactions-Sponsor Lock-Up and Support Agreement." We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of TNL Mediagene Ordinary Shares to decline.
- Share Price & Shareholder Rights - Risk 6We are an "emerging growth company," and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. However, the extended transition period under the JOBS Act for complying with new or revised accounting standards is not applicable to us since we report under IFRS. TNL Mediagene will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the Closing Date, (b) in which TNL Mediagene has total annual gross revenue of at least $1.235 billion, or (c) in which TNL Mediagene is deemed to be a large accelerated filer, which means the market value of TNL Mediagene's common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which TNL Mediagene has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to "emerging growth company" have the meaning associated with it in the JOBS Act. We cannot predict if investors will find our securities less attractive if we choose to rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities, and the price of our securities may be more volatile.
- Share Price & Shareholder Rights - Risk 7As we are a "foreign private issuer" and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.
As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that we disclose the requirements we are not following and describe the home country practices we are following. Among other things, we are not required to: (i) have a majority of the board of directors consisting of independent directors; nor (ii) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intend to rely on the exemptions listed above. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. See "Item 6. Directors, Senior Management and Employees-C. Board Practices."
- Share Price & Shareholder Rights - Risk 8We may not be able to comply with the continued listing standards of Nasdaq, which could limit investors' ability to make transactions in TNL Mediagene Ordinary Shares and subject us to additional trading restrictions.
TNL Mediagene Ordinary Shares are listed on the Nasdaq under the symbol "TNMG." We cannot assure you that we will be able to meet the continued listing standards of the Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists TNL Mediagene Ordinary Shares, we and our shareholders could face significant material adverse consequences, including: - a limited availability of market quotations for our securities;- reduced liquidity for our securities;- a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;- a limited amount of news and analyst coverage; and - a decreased ability to issue additional securities or obtain additional financing in the future. For instance, on May 7, 2025, we received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying us that we are currently not in compliance with the closing bid price requirement under the Minimum Bid Price Rule. The deficiency letter stated that, for the preceding 30 consecutive business days, TNL Mediagene Ordinary Shares did not meet the minimum closing bid price of $1 per share pursuant to the Minimum Bid Price Rule. We were given an initial compliance period of 180 calendar days, or until November 3, 2025 to regain compliance with the Minimum Bid Price Rule. The deficiency letter stated that if at any time the closing bid price of TNL Mediagene Ordinary Shares is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide us a written confirmation of compliance with this requirement, as applicable. On November 6, 2025, we received a staff determination letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that TNL Mediagene had not regained compliance by November 3, 2025 with the Minimum Bid Price Rule, and that TNL Mediagene is not eligible for a second 180-day grace period. The determination letter has no immediate effect on the listing of the TNL Mediagene Ordinary Shares on the Nasdaq. We have timely requested a hearing of determination before the Panel, which automatically stayed any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. Pursuant to the Nasdaq Listing Rules, the Panel has the authority to grant an extension not to exceed 180 days from the date of the determination letter. The hearing occurred on December 16, 2025. On December 23, 2025, the Panel issued a formal extension letter granting us an extension to regain compliance until January 7, 2026. We effected a 1-for-20 reverse share split on December 22, 2025, and TNL Mediagene Ordinary Shares began trading on a post-consolidation basis on December 23, 2025. On January 7, 2026, we were deemed to have regained compliance, and on January 20, 2026, we received a compliance confirmation from the Panel confirming that we are in compliance with the continued listing requirements. The Panel has also determined to impose a discretionary panel monitor for a period of one year from the date of the compliance confirmation. If within that one-year monitoring period, we fail to maintain compliance with any continued listing requirement, the staff of the Listing Qualifications Department will not be permitted to grant additional time for us to regain compliance with respect to the deficiency, nor will we be afforded an applicable cure or compliance period pursuant to Listing Rule 5810(c)(3). Instead, the staff of the Listing Qualifications Department will issue a delist determination letter and we will have an opportunity to request a new hearing with the initial Panel or a newly convened hearings panel if the initial Panel is unavailable, as provided by Listing Rule 5815(d)(4)(C). If we are delisted from the Nasdaq, trading in TNL Mediagene Ordinary Shares may be conducted, if available, on the over-the-counter markets or, if available, via another market. In the event of such delisting, our shareholders would likely find it significantly more difficult to dispose of, or to obtain accurate quotations as to the value of our securities, and our ability to raise future capital through the sale of our securities could be severely limited. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." If our securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities. We cannot assure you that we will be able to meet the continued listing standards of the Nasdaq in the future and if we are delisted from the Nasdaq, our operation, price of TNL Mediagene Ordinary Shares would be adversely affected.
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