TNL Mediagene (TNMG) to follow Cayman practices instead of key Nasdaq vote rules

Rhea-AI Filing Summary

TNL Mediagene has notified investors that, as a foreign private issuer incorporated in the Cayman Islands, it is using Nasdaq’s home country rule exemption under Rule 5615(a)(3). This allows the company to follow Cayman corporate practices instead of certain Nasdaq shareholder-approval rules.

Specifically, the company will not follow Nasdaq Rules 5635(a), (b), (c) and (d), which in the U.S. normally require shareholder votes before major share issuances for acquisitions, changes of control, equity compensation plans, or private issuances of 20% or more of voting power below a defined minimum price. The company states that aside from these and previously disclosed home country practices, its governance is generally aligned with typical U.S. Nasdaq-listed companies.

Insights

Corporate governance analyst

TNL Mediagene opts out of several Nasdaq shareholder-approval rules via Cayman home-country practices.

TNL Mediagene confirms it will rely on Cayman Islands practices instead of specific Nasdaq shareholder-approval requirements in Rule 5635. This affects when shareholder votes are needed for acquisitions, control-shifting issuances, equity compensation, and large private placements.

This choice can give the board more flexibility to issue securities without prior shareholder approval in situations where U.S. domestic issuers would need a vote. The company also notes that, beyond these exemptions and previously disclosed practices in its Form 20-F for the year ended December 31, 2025, its corporate governance largely tracks Nasdaq’s standards.

Future equity financings, acquisition structures, or compensation grants will be shaped by these Cayman practices rather than the default Nasdaq regime. Subsequent company filings may describe specific transactions that rely on these exemptions and provide additional context for investors.

Key Terms

foreign private issuer, home country rule exemption, Nasdaq Rules 5635(a), change of control, +1 more

5 terms

foreign private issuer regulatory

"As a foreign private issuer, the Company is permitted, in lieu of certain requirements of the Nasdaq Stock Market Rules"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country rule exemption regulatory

"to follow the practices of the Company’s home country ... pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3)"

Nasdaq Rules 5635(a) regulatory

"Nasdaq Rule 5635(a), pursuant to which shareholder approval is required prior to an issuance of securities ... in connection with the acquisition"

change of control financial

"Nasdaq Rule 5635(b), pursuant to which shareholder approval is required prior to an issuance of securities ... that will result in a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

equity-based compensation financial

"Nasdaq Rule 5635(c), pursuant to which shareholder approval is required prior to an issuance of securities ... in connection with equity-based compensation"

Equity-based compensation is pay given to employees or contractors in the form of company ownership—such as stock, stock options, or restricted shares—instead of or in addition to cash. It matters to investors because it aligns workers’ interests with shareholders (like giving employees a slice of the company pie), but can also dilute existing owners and appears as a real cost on financial statements, affecting earnings and share value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did TNL Mediagene (TNMG) disclose in this Form 6-K?

TNL Mediagene disclosed that, as a Cayman Islands foreign private issuer, it is using Nasdaq’s home country rule exemption. This lets the company follow Cayman corporate practices instead of certain Nasdaq shareholder-approval rules for major share issuances and related transactions.

Which Nasdaq rules is TNL Mediagene (TNMG) exempting itself from?

TNL Mediagene elected exemptions from Nasdaq Rules 5635(a), 5635(b), 5635(c) and 5635(d). These normally require shareholder approval for acquisition-related issuances, change-of-control issuances, equity compensation issuances, and certain large private issuances of 20% or more of voting power.

How does TNL Mediagene’s home country practice affect shareholder approvals?

By relying on Cayman home country practice, TNL Mediagene may issue securities in situations that would normally require Nasdaq-mandated shareholder approval for U.S. domestic issuers. Instead, the company will follow Cayman legal and governance standards for these equity and control-related transactions.

Does TNL Mediagene still follow other Nasdaq corporate governance standards?

TNL Mediagene states that, apart from the specified Nasdaq Rule 5635 exemptions and home country practices previously described in its Form 20-F for the year ended December 31, 2025, there are no material differences between its governance practices and those of typical U.S. companies listed on Nasdaq.

Why can TNL Mediagene (TNMG) use Cayman home country rules on Nasdaq?

As a foreign private issuer incorporated in the Cayman Islands, TNL Mediagene is permitted under Nasdaq Rule 5615(a)(3) to follow home country practices instead of certain Nasdaq requirements. The company has formally elected to use this option for several shareholder-approval rules.

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 June 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

Application of Home Country Practice Rules

This current report on Form 6-K is being filed to disclose the home country rule exemption of TNL Mediagene, a Cayman Islands exempted company (the “Company”), that it has elected to follow.

As a foreign private issuer, the Company is permitted, in lieu of certain requirements of the Nasdaq Stock Market Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of the Company’s home country, which for the purpose of such rules is the Cayman Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).

The Company elected to be exempt from the requirements as follows:

(i) Nasdaq Rule 5635(a), pursuant to which shareholder approval is required prior to an issuance of securities of the company in connection with the acquisition of the stock or assets of another company;

(ii) Nasdaq Rule 5635(b), pursuant to which shareholder approval is required prior to an issuance of securities of the company that will result in a change of control of the company;

(iii) Nasdaq Rule 5635(c), pursuant to which shareholder approval is required prior to an issuance of securities of the company in connection with equity-based compensation of officers, directors, employees or consultants; and

(iv) Nasdaq Rule 5635(d), pursuant to which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein.

Except for the foregoing and the other home country practices previously disclosed in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on April 30, 2026, there are no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.

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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: June 5, 2026	By:	/s/ Motoko Imada
		Name:	Motoko Imada
		Title:	Chief Executive Officer

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