UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
As previously disclosed in its Current Reports on Form 8-K, filed with the Securities and Exchange Commission on June 20, 2024, on December 19, 2024 and on February 6, 2025, MGO Global Inc., a Delaware corporation (“MGO”) is party to a Business Combination Agreement, dated June 18, 2024 (as amended on December 17, 2024 and January 31, 2025, and as it may be subsequently amended, the “Business Combination Agreement”), with Heidmar Maritime Holdings Corp. (“Holdings”), Heidmar Inc. (“Heidmar”), HMR Merger Sub Inc., and Rhea Marine Ltd. and Maistros Shipinvest Corp. (together, the “Heidmar Shareholders”).
Under the Business Combination Agreement, MGO and Heidmar will effect a business combination (the “Business Combination”), pursuant to which MGO’s stockholders will surrender their shares of MGO common stock (the “MGO Shares”) and the Heidmar Shareholders will surrender their Heidmar common shares in exchange for newly issued common shares of Holdings (“Holdings Shares”). The exact number of Holdings Shares these parties will receive at the closing of the Business Combination will be determined by a ratio (the “Issuance Ratio “) of MGO Shares to Holdings Shares, which will apply equally to the MGO stockholders and the Heidmar Shareholders. Under the terms of the Business Combination Agreement, Heidmar will determine the Issuance Ratio prior to closing, so long as it preserves the relative ownership of Holdings Shares of the MGO stockholders, on the one hand, and the Heidmar Shareholders (and MGO’s financial advisor), on the other hand, and does not have a negative impact on the qualification of the Holdings Shares to become listed on Nasdaq.
Heidmar has determined that the Issuance Ratio will be 30 MGO Shares for every one Holdings Share. This will result in 56,752,633 Holdings Shares being issued at closing, including 3,212,413 Holdings Shares issued to the MGO stockholders, or 5.66% of the Holdings Shares outstanding after closing and 53,540,219 Holdings Shares issued to the Heidmar Shareholders (and MGO’s financial advisor), or 94.34% of the Holdings Shares outstanding after closing.
Accordingly, at the closing of the Business Combination, holders of the MGO common stock will receive one Holdings Share for every 30 MGO Shares. Holdings will not issue fractional shares in connection with the Business Combination. Instead, Holdings will pay cash (without interest) to the MGO stockholders that would otherwise receive a fraction of a Holdings Share in an amount based upon the closing price of an MGO Share on Nasdaq on the day prior to the closing of the Business Combination and in a manner consistent with the procedures of the Depository Trust Corporation.
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 hereunto duly authorized.
| Date: February 14, 2025 | MGO Global Inc. | |
| By: | /s/ Maximiliano Ojeda | |
| Name: | Maximiliano Ojeda | |
| Title: | Chief Executive Officer | |