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 July, 2025
Commission File Number 001-42424
TNL Mediagene
| |
|
4F., No.
88, Yanchang Rd. |
| 23-2 Maruyamacho |
|
Xinyi District |
| Shibuya-ku, Tokyo 150-0044 |
|
Taipei City 110 |
| Japan |
|
Taiwan |
| +81-(0)3-5784-6742 |
|
+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 ☐
Director Resignation and Appointment
Ms. Takako Masai (Nishida)
has resigned from her positions as a director of the board of directors (the “Board”) and member of the audit committee of
TNL Mediagene (the “Company”), effective June 30, 2025. Ms. Masai’s resignation was for personal reasons and was not
the result of any disagreement with the Company’s operations, policies or procedures. The Board would like to express its sincere
appreciation to Ms. Masai for her contribution to the Company’s development during her terms of office.
Also, the Board approved the
appointment of Ms. Naoko Okumoto as an interim director of the Board and interim member of the audit committee of the Company, effective
July 1, 2025 until the Company's 2025 Annual General Meeting of Shareholders, or other shareholders meeting eventually called before such
date, when her appointment shall be submitted to the shareholders’ approval.
Ms. Naoko Okumoto is a seasoned
entrepreneur and investor with two decades of experience in tech investment, cross-border business development, and strategic partnership
management. Ms. Okumoto is the founder and managing partner of NIREMIA Collective, an early-stage venture capital fund focusing on health
and wellbeing technology, and CEO of Amber Bridge Partners, a cross-border business advisory firm. She previously served as Vice President
at Yahoo! Inc. in the U.S. overseeing joint ventures and began her career at Microsoft Corporation. Currently, Ms. Okumoto serves as a
Non-Executive Director at Yappli, Inc. (listed on the Tokyo Stock Exchange), and previously served on the boards of S4 Capital plc (listed
on the London Stock Exchange) and EdCast (acquired by Cornerstone OnDemand). The Board believes Ms. Okumoto’s extensive experience
in cross-border business development, along with her expertise and proven track record of building new businesses within Silicon Valley
and APAC corporate settings and driving revenue growth, bring valuable global perspective, strategic insight, and entrepreneurial acumen
to the Board.
The Board has performed a
thorough analysis and determined the independence of Ms. Naoko Okumoto in accordance with the standards set forth on Rule 10A-3 under
the Securities Exchange Act of 1934.
Accordingly,
the updated members of the Board of the Company are the following:
| ● | Marcus
Brauchli (Chairperson of the Board) |
| ● | Priscilla
Han (independent director) |
| ● | Lauren
Zalaznick (independent director) |
| ● | Naoko
Okumoto (independent director) |
This
Form 6-K shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s
registration statement on Form F-1 (File No. 333-284411), and shall be a part thereof, to the extent not superseded by documents or reports
subsequently filed or furnished.
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.
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TNL Mediagene. |
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|
|
| Date: July 23,
2025 |
By: |
/s/ Tzu-Wei Chung |
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|
Name: |
Tzu-Wei Chung |
| |
|
Title: |
Chief Executive Officer |
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