SEC Form 424B3 filed by Heidmar Maritime Holdings Corp.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-287869

Prospectus Supplement No. 3

(To Prospectus Dated June 20, 2025)

Heidmar Maritime Holdings Corp.

Up to 11,080,332 Common Shares

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 20, 2025 (as supplemented to date, the “Prospectus”) with the information contained in our report on Form 6-K, filed with the Securities and Exchange Commission on September 29, 2025.

The Prospectus relates to the resale from time to time of up to 11,080,332 common shares, par value US$0.001, per share (“Common Shares”) of Heidmar Maritime Holdings Corp., incorporated under the laws of the Marshall Islands, by B. Riley Principal Capital II, LLC, a Delaware limited liability company.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Shares are currently listed on The Nasdaq Capital Market under the symbol “HMR.” On September 25, 2025, the last reported sales price of our Common Shares was US$1.445 per share.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described in the section titled “Risk Factors” beginning on page 14 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

None of the U.S. Securities and Exchange Commission or any state securities commission has approved or disapproved of the securities or determined if this prospectus supplement or the Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 29, 2025.

HEIDMAR’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited interim condensed consolidated financial statements for the six-month periods ended June 30, 2025, and 2024 and related notes included elsewhere herein. The following discussion contains forward-looking statements that involve certain developments, risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2025 (the “Annual Report”), particularly under the “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” sections. All dollar amounts referred to in this discussion and analysis are expressed in United States dollars except where indicated otherwise. References in this section to “we”, “our”, “us” and the “Company” generally refer to Heidmar Maritime Holdings Corp. and its consolidated subsidiaries.

Overview

We are a provider of marine transportation services on an international basis consisting of five business activities: management services for pools of vessels that share operational costs and revenues (“pool management services”), commercial management services for individual vessels (“commercial management services”), sale and purchase services for vessels which involve assisting clients with the buying and selling of ships (“S&P services”), technical management services for individual vessels (“technical management services”) and chartering of vessels through charter in and charter out (“charter in – charter out”). As of the date of this report, we commercially manage 36 vessels with an aggregate capacity of approximately 4.2 million dwt, and we technically manage 5 tanker vessels with an aggregate capacity of approximately 1.3 million dwt.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to risks associated with adverse changes in exchange rates and commodity prices. We have established risk management policies to monitor and manage such market risks, as well as credit risks. From time to time, we may execute transactions of derivatives, in order to manage market risks. We are exposed to currency risk on purchases, receivables and payables where they are denominated in a currency other than the U.S. dollar. We do not enter into commodity contracts other than to meet our operational needs. These transactions do not meet the criteria for hedging for accounting purposes and therefore the change in their fair value is recognized directly in profit or loss. The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, receivables from related parties, other receivables, payables to vessel owners, accounts payable and accrued expenses, payables to shareholder, payables to sharing partner and assignee, payables to assignee, related party and payables to related parties are reasonable estimates of their fair value due to the short-term nature of these financial instruments. When measuring the fair value of an asset or a liability, we use market observable data to the extent applicable.

Foreign Exchange Rate Risk

Our primary economic environment is the international shipping market. This market utilizes the US dollar as its functional currency. Consequently, virtually all of our revenues and the majority of our operating expenses are in US dollars. However, we incur some of our combined expenses in other currencies, particularly the Euro. The amount and frequency of some of these expenses (such as vessel repairs, supplies and stores) may fluctuate from period to period. Depreciation in the value of the US dollar relative to other currencies will increase the US dollar cost of us paying such expenses. The portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from currency fluctuations. There is a risk that currency fluctuations will have a negative effect on our cash flows. We have not entered into any hedging contracts to protect against currency fluctuations. However, we have some ability to shift the purchase of goods and services from one country to another and, thus, from one currency to another, on relatively short notice. We may seek to hedge this currency fluctuation risk in the future Inflation. We do not expect inflation to be a significant risk to direct expenses in the current and foreseeable economic environment. For a discussion of our exposure to market risk and our periodic fair value measurements, see Note 13 to our unaudited interim condensed consolidated financial statements for the six months period ended June 30,2025 and June 30,2024 included elsewhere in this report.

Results of Operations

Six-month period ended June 30, 2025 compared June 30, 2024

Total revenues

Total revenues reflecting income from commissions, management fees and revenues from time and voyage charters were $15.2 million for the six-month period ended June 30, 2025, a decrease of $1.3 million or 8%, from net revenues of $16.4 million for the six-month period ended June 30, 2024.

For the six-month period ended June 30, 2025, total revenues consisted of three components, namely voyage and time charter revenues, trade revenues, and trade revenues, related parties. For the six-month period ended June 30, 2024 total revenues comprised four components,including the above three and the syndication income, related party.

Trade revenues

Trade revenues were $1.9 million for the six-month period ended June 30, 2025 as compared to $1.6 million for the six-month period ended June 30, 2024. Trade revenue is mainly generated from commissions and management fees which are earned from commercial management services and from commissions from assisting clients with sale and purchase of vessels as well as management fees earned from technical management services. The increase of $0.3 million or 15% is due mainly to the increase in the average number of vessels under commercial management to 8 vessels during the six-month period ended June 30, 2025 from 5 vessels during the corresponding period in 2024. The increase in the number of vessels is driven by the risk exposure owners are willing to take in the spot market.

Trade revenues, related parties

Trade revenues, related parties were $3.8 million for the six-month period ended June 30, 2025 as compared to $5.6 million for the six-month period ended June 30, 2024. Trade revenue related parties is generated from commissions and management fees which are earned from pool management services. The decrease of $1.8 million or 31% over 2024 is due to the decrease in the number of vessels under management. The average number of vessels in the pools were 21 during the six-month period ended June 30, 2025 as compared to 31 during the corresponding period in 2024 and the number of pool days were 3,698 during the six-month period ended June 30, 2025 compared to 5,261 during the corresponding period in 2024.

Voyage and time charter revenues

Voyage and time charter revenues were $9.5 million for the six-month period ended June 30, 2025 as compared to $8.6 million for the six-month period June 30, 2024. Time charter revenue is generated from agreements entered into with unrelated parties for two vessels, one of which remains consistent across reporting periods while the other varies, with each vessel earning fixed revenue over the duration of its respective charter, while voyage revenue is generated from contracts where the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may include multiple loading and discharge ports, with revenue earned based on the completion of that voyage. The voyage revenue for the six-month period ended June 30, 2025, was derived from a single vessel. The increase of $0.9 million is mainly attributable to the time charter revenue generated from the Platform Supply Vessel (“PSV”), ACE Supplier, which commenced operations in April 2025.

Syndication income, related party

Syndication income, related party for the six-month period ended June 30, 2025, was $nil, compared to $0.6 million in the corresponding period in 2024. The decrease of $0.6 million is primarily due to the termination of syndication agreements for two vessels, in April 2023 and the second in March 2024.

Expenses/(Income)

Total expenses were $17.8 million for the six-month period ended June 30, 2025 (or 117% of total revenues) compared to $13.7 million the six-month period ended June 30, 2024 (or 84% of total revenues).

Total operating expenses consist of the following.

Operating (loss)/ income

As a result of all preceding items, operating loss was $2.6 million for the six-month period ended June 30, 2025 compared to an operating income of $2.8 million for the six-month period ended June 30, 2024.

Other income/(expenses), net

Total other income/(expenses), net, for the six-month period ended June 30, 2025, were $3.3 million, compared to $0.9 million for the same period in 2024. The increase in total other expenses,net of $2.4 million is attributable to the following:

As a result of a strategic shift in its business operations, the Company completed, on June 27, 2025, the disposal of its loss-making subsidiary, Americana Liberty LLC (“Americana Liberty”), which had been acquired through the business combination with MGO Global Inc. (“MGO Global”) in the first quarter of 2025. As a result of this transaction, the Company recognized a loss on disposal on sale of $12.9 million included in the loss from discontinued operations of $13.8 million. The Company has determined, in view of this strategic shift, that the financial results will be presented on a continuing operations basis, except where reference is made to discontinued operations. Financial results from continuing operations include the revenues, expenses, and cash flows arising from the Company’s subsidiaries excluding Americana Liberty. Financial results from discontinued operations

include the revenues, expenses, and cash flows arising from Americana Liberty. The expected profitability and financial condition of the Company are not affected by the sale of Americana Liberty.

Net (loss)/income for the period

For the six-month period ended June 30, 2025, net loss was $19.8 million, compared to a net income of $1.9 million for the six-month period ended June 30, 2024.

Liquidity and Capital Resources

Our short-term liquidity requirements include payments of operating expenses, funding working capital requirements, payments to our sharing partner and assignees and payments of acquisition installments payable in respect of Landbridge Ship Management (HK) Limited (“LBSM”) acquisition. Please see Note 9, “Business Combination” to our unaudited interim condensed consolidated financial statements included elsewhere here for more information on acquisition installments payable. Our primary sources of short-term liquidity are available cash balances.

Our short-term liquidity requirements include payment of operating expenses and payments of acquisition installments payable in respect of LBSM acquisition. Sources of funding for our short-term liquidity requirements include cash balances. We believe that our working capital will be sufficient to meet our short-term liquidity needs, including working capital requirements, for at least the next 12 months.

On June 30, 2025, the Company entered into a MOA to acquire from a related party the C/V A. Obelix, a 1,702 TEU feeder container vessel that was built in 2008 at Wadan/Aker Yards, Wismar Germany. The C/V A. Obelix will be delivered with an approximate 2.5-year time charter. The aggregate purchase price is $25.25 million, which is supported by seller and debt financing. Delivery is expected during October 2025 and is subject to customary closing conditions.

In July 2025, the Company secured a term loan facility of an amount up to $12.4 million with a financial institution to partially fund the acquisition of the C/V A. Obelix. The expected financing amount shall not exceed the lower of 50% of the vessels purchase price or 75% of the vessels charter-free market value. The term of the loan is 6.5 years, bears interest at a margin over SOFR and will be repayable in 20 quarterly instalments with the first instalment at $1.35 million, 8 instalments at $0.95 million, 16 instalments at $0.2 million and the final instalment at $0.25 million.

Cash from operations depend on our chartering activity. Depending on the prevailing market rates when our charters expire, we may not be able to re-charter our vessels at levels similar to their current charters, which may affect our future cash flows from operations.

Subject to shipping, charter and financial market developments, we believe that our working capital will be sufficient to meet our existing liquidity needs for at least the next 12 months.

The following table presents cash flow information for the six-months period ended June 30, 2025 and 2024.

Six-month period ended June 30, 2025 compared to six-month period ended June 30, 2024.

Cash and cash equivalents decreased to $11.3 million as of June 30, 2025, compared to $20 million as of December 31, 2024. As of June 30, 2025 the Company had a working capital surplus of $3.0 million.

NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES FROM CONTINUING OPERATIONS—decreased by $5.3 million to net cash used in of $3.7 million during the six-month period ended June 30, 2025, compared to net cash provided by operating activities of $1.6 million during the corresponding period in 2024.

The decrease in net cash provided by operating activities from continuing operations is mainly attributable to the decrease in net income from continuing operations by $7.9 million and to the unfavorable changes in assets and liabilities from working capital movements between the two periods.

More specifically, decreased net income is mainly attributable to the decreased average number of vessels in the pools from 31 vessels in six-month period ended June 30, 2024 to 21 vessels in the six-month period ended June 30, 2025 and to the syndication agreements that ended in April 2023 and March 2024.

Furthermore, the decrease in net cash provided by operating activities from continuing operations is primarily due to the increased expenses such as public company costs of $1.4 million incurred following the company’s listing on Nasdaq, stock-based compensation of $3.6 million and a non-cash expense of $3.9 million related to the fair value of earnout shares.

NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES FROM CONTINUING OPERATIONS—net cash provided by investing activities from continuing operations was $2.4 million during the six-month period ended June 30, 2025, compared to net cash used in investing activities of $0.7 million during the corresponding period in 2024. The change in net cash provided by/(used in) investing activities of $3.0 million is primarily attributable to a partial return of contributions to the joint venture amounting to $1.5 million, and the repayment of a loan by a non-consolidated subsidiaries totaling $0.9 million during the six-month period ended June 30, 2025. In addition payments were incurred of $0.3 million for the acquisition of office equipment in Greece and Hong Kong, and payments of $0.4 million related to the business acquisition of Landbridge Ship Management (HK) Limited, made during the six-month period ended June 30, 2024.

NET CASH USED IN FINANCING ACTIVITIES FROM CONTINUING OPERATIONS— net cash used in financing activities from continuing operations was $8.4 million during the six-month period ended June 30, 2025, compared to $0.7 million during the corresponding period in 2024. The increase in net cash used in financing activities is primarily attributable to the dividend declared to the shareholders on February 12, 2025, of $8.0 million, which was paid on February 13, 2025.

NET CASH USED IN OPERATING ACTIVITIES FROM DISCONTINUIED OPERATIONS— net cash used in operating activities from discontinued operations was $0.4 million during the six-month period ended June 30, 2025, compared to $nil during the corresponding period in 2024. Following the Company’s announcement of a strategic shift in its business focus, the disposal of Americana Liberty, a subsidiary acquired through the business combination with MGO Global in the first quarter of 2025, was completed on June 27, 2025. As a result, the

Company has determined that the financial results of operations of Americana Liberty were presented as discontinued operations.

NET CASH PROVIDED BY INVESTING ACTIVITIES FROM DISCONTINUIED OPERATIONS— net cash provided by investing activities from discontinued operations was $0.9 million during the six-month period ended June 30, 2025, compared to $nil during the corresponding period in 2024. Following the Company’s announcement of a strategic shift in its business focus, the disposal of Americana Liberty , a subsidiary acquired through the business combination with MGO Global in the first quarter of 2025, was completed on June 27, 2025. The net cash provided of $0.9 million relates to the net cash acquired through the business combination with MGO Global . and its subsidiary, Americana Liberty and the net cash disposed through the sale of the Americana Liberty , which was the only subsidiary of MGO Global with active operations.

Credit Facilities

As of the date hereof, our non-consolidated subsidiaries have four credit facilities with Macquarie Bank Limited,

London Branch (“Macquarie”). Each of these facilities are guaranteed by Heidmar Trading (UK) Ltd and Heidmar (Far East) Tankers Pte. Ltd., each of which are consolidated subsidiaries of Heidmar. The combined facility limit is $85.0 million and the facilities have a covenant requiring an aggregate minimum number of eligible vessels. Heidmar is currently in compliance with this covenant in respect of each of the credit facilities. This covenant could be waived by Macquarie in its sole discretion. Macquarie has the right to demand early repayment by issuing a written notice and to, act reasonably, amend the limit of the facility for any entity.

Blue Fin Pool Facility

On March 5, 2021, Blue Fin Tankers Inc. (“Blue Fin”), our wholly owned subsidiary and operator of the

Blue Fin Pool, entered into a working capital borrowing base facility agreement with Macquarie (the “Blue Fin

Pool Facility”). Blue Fin used the proceeds of this facility towards its general working capital requirements in the ordinary course of business to operate the Blue Fin Pool pursuant to the related Pool Agreements. The facility limit was the aggregate of (a) $10.0 million plus (b) any additional amount that Blue Fin has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $20.0 million.

On December 31, 2021, Blue Fin and Macquarie amended the Blue Fin Pool Facility. The purpose of this

amendment was to transition from LIBOR. Heidmar (Far East) Tankers Pte. Ltd. and Heidmar UK Trading

Limited are security parties to this amendment.

On July 27, 2022, Blue Fin and Macquarie amended and restated the Blue Fin Pool Facility. The facility

limit is the aggregate of (a) $10.0 million plus (b) any additional amount that Blue Fin has requested and

Macquarie agrees to make available under the facility agreement, up to a maximum amount of $20.0 million.

Heidmar (Far East) Tankers Pte. Ltd. and Heidmar UK Trading Limited are security parties to this amended and

restated Blue Fin Pool Facility. This agreement was subsequently amended on August 19, 2022 to increase the

facility limit to the aggregate of (a) $15.0 million and (b) any additional amount that Blue Fin has requested and

Macquarie agreed to make available under the facility agreement, up to a maximum amount of $20.0 million.

On June 23, 2025, Blue Fin and Macquarie amended the Blue Fin Pool Facility, whereas the aggregate paid-in capital contribution and retained distributions of Participants at an aggregate level across the all Pools (and which in all cases shall include cash, bunkers or other working capital contributions and amounts accrued to the relevant pool participant but unpaid) at an aggregate level across all pools. The maximum combined facility limit amended to $85,000,000.

SeaDragon Pool Facility

On July 27, 2022, Seadragon Tankers Inc. (“Seadragon”), our wholly owned subsidiary and operator of the

Seadragon Pool, entered into a working capital borrowing base facility agreement with Macquarie (the

“Seadragon Pool Facility”). Seadragon used the proceeds of this facility towards its general working capital

requirements in the ordinary course of business to operate the Seadragon Pool pursuant to the related pool

agreements. The facility limit is the aggregate of (a) $25.0 million and (b) any additional amount that Seadragon

has requested and Macquarie agrees to make available under the facility agreement, up to a maximum amount of

$25.0 million.

On December 13, 2022, Seadragon and Macquarie amended the Seadragon Pool Facility to increase the

facility limit to the aggregate of (a) $35.0 million and (b) any additional amount that Seadragon has requested,

and Macquarie agrees to make available under the facility agreement, up to a maximum amount of $35.0 million.

Heidmar UK Trading Limited is a security party to this amendment. This agreement was subsequently amended on October 30, 2024 to increase the facility limit to the aggregate of (a) $55.0 million and (b) any additional

amount that Seadragon has requested and Macquarie agreed to make available under the facility agreement, up to a maximum amount of $35.0 million.

On June 23, 2025, Seadragon and Macquarie amended the Seadragon Pool Facility, whereas the aggregate paid-in capital contribution and retained distributions of Participants at an aggregate level across the all Pools (and which in all cases shall include cash, bunkers or other working capital contributions and amounts accrued to the relevant pool participant but unpaid) at an aggregate level across all pools. The maximum combined facility limit amended to $85,000,000.

Dorado Pool Facility

On July 27, 2022, Dorado Tankers Pool Inc. (“Dorado”), our wholly owned subsidiary and operator of the

Dorado Pool, entered into a working capital borrowing base facility agreement with Macquarie (the “Dorado

Pool Facility”). Dorado used the proceeds of this facility towards its general working capital requirements in the

ordinary course of business to operate the Dorado Pool pursuant to the related pool agreements. The facility limit

is the aggregate of (a) $10.0 million and (b) any additional amount that Dorado has requested and Macquarie

agrees to make available under the facility agreement, up to a maximum amount of $10.0 million, to the extent

not cancelled, reduced or transferred under the agreement. This facility was amended on December 13, 2022, and Heidmar UK Trading Limited is a security party to this amendment.

On June 23, 2025, Dorado and Macquarie amended the Dorado Pool Facility, whereas the aggregate paid-in capital contribution and retained distributions of Participants at an aggregate level across the all Pools (and which in all cases shall include cash, bunkers or other working capital contributions and amounts accrued to the relevant pool participant but unpaid) at an aggregate level across all pools. The maximum combined facility limit amended to $85,000,000.

SeaLion Pool Facility

On July 27, 2022, SeaLion Tankers Inc. (“SeaLion”), our wholly owned subsidiary and operator of the

SeaLion Pool, entered into a working capital borrowing base facility agreement with Macquarie (the “SeaLion

Pool Facility”). SeaLion used the proceeds of this facility towards its general working capital requirements in the ordinary course of business to operate the SeaLion Pool pursuant to the related pool agreements. The facility

limit is the aggregate of (a) $15.0 million and (b) any additional amount that SeaLion has requested and

Macquarie agrees to make available under the facility agreement, up to a maximum amount of $25.0 million, to

the extent not cancelled, reduced or transferred under the agreement.

On August 19, 2022, SeaLion and Macquarie amended the SeaLion Pool Facility to increase the facility

limit to the aggregate of (a) $20.0 million and (b) any additional amount that SeaLion has requested and

Macquarie agrees to make available under the facility agreement, up to a maximum amount of $25.0 million.

Heidmar UK Trading Limited is a security party to this amendment. The parties further amended the SeaLion

Pool Facility on December 13, 2022 and October 30 2024 whereas the facility limit increased to the aggregate of (a) $25.0 million and (b) any additional amount up to a maximum amount of $25.0 million.

On June 23, 2025, SeaLion and Macquarie amended the SeaLion Pool Facility, whereas the aggregate paid-in capital contribution and retained distributions of Participants at an aggregate level across all the Pools (and which in all cases shall include cash, bunkers or other working capital contributions and amounts accrued to the relevant pool participant but unpaid) at an aggregate level across all pools. The maximum combined facility limit amended to $85,000,000.

Reconciliation of GAAP to non-GAAP Measures

To supplement our financial statements for the year ended December 31, 2024 and the unaudited interim condensed consolidated financial statements for the six-month period ended June 30, 2025 and 2024 presented in accordance with U.S. GAAP, we present certain non-GAAP measures to assist in the evaluation of our business performance. These non-GAAP measures include earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and Adjusted EBITDA, which is further adjusted to exclude stock-based compensation and the non-cash expense related to the fair value of earnout shares, as the Company believes these items are not indicative of the ongoing performance of its core operations. These non-GAAP measures may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as a substitute for net income, which is the most directly comparable measure of performance

prepared in accordance with GAAP.

Our management uses these non-GAAP measures in assessing the performance of our ongoing operations,

planning and forecasting future periods and making business and resource-allocation decisions. We believe that

these measures assist our management and investors by increasing the comparability of our performance from

period to period. This increased comparability is achieved by excluding the potentially disparate effects between

periods of interest and finance costs, impairment and depreciation expense, which are affected by various and

possibly changing financing methods, capital structure and historical cost bases and which may significantly

affect net income/(loss) between periods. These measures provide a more comparable basis to analyze operating

results and earnings and are commonly used by shareholders to evaluate our performance. We believe that these

measures, when considered together with the corresponding U.S. GAAP measures and the reconciliations to

those measures, provide meaningful supplemental information to assist investors and analysts in understanding

our business results and assessing our prospects for future performance.

EBITDA and Adjusted EBITDA have certain limitations in use and should not be considered an alternative to net income/(loss), operating income, cash flow from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP.

The following table sets forth a reconciliation of net (loss)/ income from continuing operations to EBITDA and Adjusted EBITDA for the periods presented.

Critical Accounting Estimates

A discussion of our critical accounting estimates can be found in "Item 5. Operating and Financial Review and Prospectus - E. "Critical Accounting Estimates" of our Annual Report.

Changes in Accounting Policies

See Note 2 to our unaudited interim condensed consolidated financial statements included elsewhere herein.

Heidmar Maritime Holdings Corp.

Unaudited Interim Condensed Consolidated Financial statements

Index to unaudited interim condensed consolidated financial statements

Heidmar Maritime Holdings Corp.

Unaudited interim condensed consolidated balance sheets

As of June 30, 2025 and December 31, 2024

(Expressed in United States Dollars, except number of shares)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Maritime Holdings Corp.

Unaudited interim condensed consolidated statements of operations

For the six-month periods ended June 30, 2025 and 2024

(Expressed in United States Dollars)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Maritime Holdings Corp.

Unaudited interim condensed consolidated statements of comprehensive income/ (loss)

For the six-month periods ended June 30, 2025 and 2024

(Expressed in United States Dollars)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Maritime Holdings Corp.

Unaudited interim condensed consolidated statements of stockholders’ equity

For the six-month periods ended June 30, 2025 and 2024

(Expressed in United States Dollars, except number of shares)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Maritime Holdings Corp.

Unaudited interim condensed consolidated statements of cash flows

For the six-month periods ended June 30, 2025 and 2024

(Expressed in United States Dollars)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

1. Basis of Presentation and General Information

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Heidmar Maritime Holdings Corp. (“HMR”) and its controlled subsidiaries (collectively, the “Company”).

Heidmar Maritime Holdings Corp. was incorporated by Heidmar Inc. (or “Heidmar” or “HMI”) on May 7, 2024, under the laws of the Republic of the Marshall Islands, having common stock of 100 registered shares, at $0.001 par value. On June 18, 2024, HMR entered into a business combination agreement (as amended on December 17, 2024 and January 31, 2025, the “Business Combination Agreement”) with Heidmar, MGO Global Inc. (“MGO”), HMR Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of HMR, and Rhea Marine Ltd. and Maistros Shipinvest Corp. (together, the “Heidmar Shareholders”). Pursuant to the Business Combination Agreement, on February 19, 2025, (i) MGO merged with and into Merger Sub, with MGO surviving the merger as a wholly owned subsidiary of HMR and (ii) the Heidmar Shareholders transferred all of their common shares of Heidmar to HMR, with Heidmar becoming a wholly owned subsidiary of HMR (the “Business Combination”).

Upon the closing of the Business Combination, HMR became the going-forward public company and the direct parent company of both HMI and MGO and its common shares began trading on the Nasdaq Capital Market on February 20, 2025, under the symbol “HMR”. HMR and Heidmar are entities under common control. Pursuant to U.S. generally accepted accounting principles (“U.S. GAAP”), this transaction is accounted for as a business acquisition, with Heidmar Inc. being the accounting acquirer and MGO the acquired entity.

Accordingly, the historical interim financial information of Heidmar Inc. has been carried forward as the historical interim financial information of the Company, except for the number of shares, which depict HMR’s historical equity capitalization. The interim financial information for the six-month period ended June 30, 2025, includes the results of operations and financial position of Heidmar Maritime Holdings Corp. and its subsidiaries, Heidmar Inc. and MGO.

Comparative interim financial information for the six-month period ended June 30, 2024, reflects only the historical financial results of Heidmar Inc., the accounting acquirer. The results of MGO for the comparative period are not presented within the comparative financial information, as MGO is accounted for as the acquired entity and its historical interim financial information does not constitute the predecessor interim financial information of the Company. The Company consolidates MGO from the date of acquisition forward.

Heidmar engages in marine transportation services on an international basis that consists of five business activities: management services to pools of vessels that share operational costs and revenues (“pool management services”), commercial management services for individual vessels (“commercial management services”), sale and purchase services for vessels, which involves assisting clients with the buying and selling of ships (“S&P services”), technical management services for individual vessels (“technical management services”) and chartering of vessels through charter in and charter out (“charter in – charter out”). Heidmar Inc. was formed under the laws of Republic of Liberia on December 3, 1987 and redomiciled into the Republic of the Marshall Islands on December 4, 2006.

MGO engaged in brand acceleration and digital commerce activities, with a focus on the acquisition, development, and monetization of consumer brands across multiple product categories. The Company had built an end-to-end, scalable brand-building platform backed by consumer behavioral data and digital marketing expertise. Its operations were centered around the development and management of digitally native brands designed to thrive in the modern Direct to Consumer (“DTC”) economy. MGO was founded in October 2018 under the laws of the State of Delaware and is headquartered in Florida, with remote employees and specialty contractors located in London, New York, and Latin America.

Following a strategic shift, Company’s management decided to sell the non-core and loss-making flagpole business run under Americana Liberty LLC (“Americana Liberty”), which was a subsidiary of MGO. On June 27, 2025, Americana Liberty that was inherited as part of the business combination with MGO was sold to its former management and MGO has no operations.

As of June 30, 2025, the unaudited interim condensed consolidated financial statements include Heidmar Maritime Holdings Corp. and the following controlled subsidiaries:

In addition, as of June 30, 2025, Heidmar Maritime Holdings Corp. owns 50% of the shares of BH Cape Holdings Pte. Ltd. and exercises joint control over this entity (Note 10).

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. These unaudited interim condensed consolidated financial statements have been prepared on the same basis and should be read in conjunction with the consolidated financial statements of Heidmar Inc. and Heidmar Maritime Holdings Corp. for the year ended December 31, 2024 (the “2024 Financial Statements”) included in the Annual Report of Heidmar Maritime Holdings Corp. on Form 20-F filed with the Securities and Exchange Commission on May 15, 2025 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six-months ended June 30, 2025 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2025.

The consolidated balance sheet as of December 31, 2024 has been derived from the 2024 Financial Statements, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

2. Significant Accounting Policies

A discussion of the Company’s significant accounting policies can be found in the 2024 Financial Statements. During the six-months ended June 30, 2025, the Company adopted the following accounting policies:

Discontinued Operations: In accordance with Accounting Standards Update (‘ASU’) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.

Equity Compensation Plan: Share-based compensation includes vested and non-vested shares that may be granted to employees of the Company and to non-employee directors, for their services as directors and is included in General and administrative expenses in the unaudited condensed consolidated statements of operations. These shares are measured at their fair value. The fair value of the restricted shares is equal to the market value of the Company’s common stock on the grant date. The shares that do not contain any future service vesting conditions are considered vested shares and the total fair value of such shares is recognized in full on the grant date. The restricted shares that contain a time-based service vesting condition are considered non-vested on the grant date and the total fair value of such awards is recognized over the vesting period on a straight-line basis over the requisite service period for each separate portion of the award as if the award was, in substance, multiple awards (graded vesting attribution method). The fair value is recognized (as compensation expense) over the requisite service period for all awards that vest. The Company accounts for forfeitures as they occur.

Earnout shares: Earnout Shares determined to be indexed to the Company's own equity, in the manner contemplated by ASC 815-40-15, Derivatives and Hedging - Contracts in Entity's Own Equity, are classified as Equity. The initial fair value of the Earnout shares that may be issued to the Heidmar Shareholders is classified within equity and the offsetting entry is recognized within the Company's operating results in the same period.

3. Transactions with related parties

Profit and Loss Sharing agreement:

During the six-month periods ended June 30, 2025 and 2024, the accrued interest costs of the profit and loss sharing agreement (the “Agreement”) entered into for one vessel, as described in Note 10 of the 2024 Financial Statements, relating to Assignee A, based on the effective interest method, were $nil and $77,117 and are presented under “Finance costs, related party” in the accompanying unaudited interim condensed consolidated statements of operations.

As of June 30, 2025 and December 31, 2024, payables to Assignee A, which mainly includes the working capital provided from the Assignee A for the operations of the vessel, amounted to $60,892.

Transactions with the Non-consolidated Pool Subsidiaries: The Company earns management fees and commissions from its wholly-owned subsidiaries, to which HMI provides pool management services, that are not controlled by HMI, but rather by the participants in the pools pursuant to the one vote-per-vessel contractual arrangements between HMI and the participants in the pools (the “Non-consolidated Pool Subsidiaries”). The amounts earned for the six-months ended June 30, 2025 and 2024 are included in “Trade revenues, related parties” in the accompanying unaudited interim condensed consolidated statements of operations and are analyzed as follows:

During the second half of 2024, the Company provided aggregate funding of $930,000 to the Non-consolidated Pool Subsidiaries for working capital purposes. This loan is included in “Receivables from related parties” in the accompanying consolidated balance sheets as of December 31, 2024. The loan receivable was unsecured, with no fixed payment terms, and was repayable by the Non-consolidated Pool Subsidiaries upon demand and no later than December 31, 2025. The interest rate on the loan was 4.06% plus the Secured Overnight Financing Rate (“SOFR”). As of June 30, 2025, the loan had been fully repaid. For the six-month periods ended June 30, 2025, the Company earned interest income of $5,060 from the Non-consolidated Pool Subsidiaries, at weighted average interest rate of 6.75% included in “Interest income, related parties” and nil for the period ended June 30, 2024 in the accompanying consolidated statement of operations.

Receivables from the Non-consolidated Pool subsidiaries are included in “Receivables from related parties” in the accompanying unaudited interim condensed consolidated balance sheets and consist of receivables related to unpaid management fees, commissions earned from the Non-consolidated Pool Subsidiaries and amounts paid for expenses of the Non-consolidated Pool Subsidiaries on behalf of them. As of June 30, 2025, and December 31, 2024, the Company’s receivables from the Non-consolidated Pool subsidiaries consisted of:

Revenues of the Non-consolidated Pool Subsidiaries, costs and expenses applicable to revenues of the Non-consolidated Pool Subsidiaries, net income of the Non-consolidated Pool Subsidiaries for the six-month period ended June 30, 2025 and 2024 and current and total assets of the Non-consolidated Pool subsidiaries, current and total liabilities of the Non-consolidated Pool subsidiaries as of June 30, 2025 and December 31, 2024 are presented below:

Transactions with syndication partner:

Syndication income, related party consist of balances with Heidmar Trading LLC. (“Syndication partner”), an entity that is controlled by one of our shareholders.

Syndication income, related party

Syndication income, related party amounting to $nil and $649,722 for the six-months ended June 30, 2025 and 2024, respectively, represents the variable remuneration relating to the operating results of the two vessels under the syndication agreements, as described in Note 2 of the 2024 Financial Statements. The syndication agreement for one vessel ended in April 2023 and for the second vessel in March 2024.

Payables to shareholder: Payables to shareholder consist of amounts paid by one of the shareholders, Maistros Shipinvest Corp., for working capital purposes with regards to the operations of the newly established office in Dubai. The balance as of both June 30, 2025 and December 31, 2024 was $5,239,219. This balance is unsecured, with no fixed payment terms, interest free and repayable upon demand.

Other: Included in “Other receivables” in the accompanying unaudited interim condensed consolidated balance sheets, is the advance to an employee in a management position which is unsecured, interest free and callable upon demand. The balance as of both June 30, 2025 and December 31, 2024 was $98,026.

On June 30, 2025, the Company entered into a MOA to acquire from a related party the C/V A. Obelix, a 1,702 TEU feeder container vessel that was built in 2008 at Wadan/Aker Yards, Wismar Germany. The C/V A. Obelix will be delivered with an approximate 2.5-year time charter. The aggregate purchase price is $25.25 million, which is supported by seller and debt financing. Delivery is expected during October and is subject to customary closing conditions.

4. Property and equipment, net The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:

The Company recognized depreciation expense of $23,956 for property and equipment for the six-months ended June 30, 2025 which is included under “Depreciation” in the accompanying unaudited interim condensed consolidated statement of operations.

During the six months ended June 30, 2025 and 2024, the Company purchased furniture and office equipment amounting to $930 and $265,367, respectively, for the offices in Greece and Hong Kong (Note 7).

5. Income tax

HMR serves as a holding company for a group of companies primarily engaged in the international operation and management of ships. Generally, income from the international operation and management of ships is subject to preferential tax regimes in the countries where the ship owning or operating companies are incorporated and exempt from income tax in other countries where the ships call due to the application of income tax treaties or, in the case of the United States, treaties or Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”). Among other things, in order to qualify, the Company must be incorporated in a country, which grants an equivalent exemption to U.S. corporations and must satisfy certain qualified ownership requirements.

Income earned by the Company organized outside of the United States that is not derived in connection with the international operation of ships (as such term is defined by Section 883 of the Code and the regulations promulgated there under) or earned in countries without preferential tax regimes is subject to income tax in the countries where such income is earned. Section 887 of the Code imposes a 4% gross basis tax on U.S. source gross transportation income (“USSGTI”). USSGTI is 50% of the gross revenue derived from voyages that begin or end in the United States. The Non-consolidated Pool Subsidiaries of the Company earn USSGTI. The Non-consolidated Pool Subsidiaries are incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, these subsidiaries are not subject to income tax. The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax. In addition, these subsidiaries satisfy one of the ownership tests required by Section 883 and are therefore exempt from U.S. income tax on their transportation income derived from the operation of their chartered vessels to or from U.S. ports.

Uncertain tax positions are evaluated under the more likely-than-not threshold for financial statement recognition and measurement for tax positions taken or expected to be taken in a tax return. The Company reviews its tax positions annually and adjusts its tax reserve balances as more information becomes available. No such reserve was deemed necessary as of June 30, 2025 and December 31, 2024.

The Company through its subsidiaries operates in various jurisdictions and generates taxable income (if any). Current tax is recognized at the amount of tax payable using the tax rates and laws that have been enacted by the balance sheet date. For the six month periods ended June 30, 2025 and 2024 no taxable profits existed.

MGO engaged in brand acceleration and digital commerce activities, with a focus on the acquisition, development, and monetization of consumer brands across multiple product categories. MGO accounted for income taxes using the asset and liability approach, which required the recognition of deferred tax assets and liabilities for the expected future tax consequences of events recognized in MGO’s financial statements or tax returns. In estimating future tax consequences, MGO considered all expected future events other than enactments of changes in the tax law. For deferred tax assets, management

evaluated the probability of realizing the future benefits of such assets. MGO established valuation allowances if it was more likely than not that some portion or all of the deferred tax assets would not be realized. MGO evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management considered MGO’s history of cumulative net losses incurred and concluded that it was more likely than not that MGO would not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance was established against the deferred tax assets as of June 30, 2025.

MGO recognized the tax effects of an uncertain tax position only if it was more likely than not to be sustained based solely on its technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities. Income tax positions that had previously failed to meet the more likely than not threshold were recognized in the first subsequent financial reporting period in which that threshold was met. Previously recognized tax positions that no longer meet the more likely than not threshold were derecognized in the first subsequent financial reporting period in which that threshold was no longer met. MGO classified potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations as income tax expense.

There were no income tax benefits/(expenses) for the six-months ended June 30, 2025 and 2024.

6. Revenues

Trade Revenues for the six-months ended June 30, 2025 and 2024 consist of the following items:

Voyage and time charter revenues for the six-months ended June 30, 2025 and 2024 consist of the following items:

The amount of revenue earned as demurrage relating to the Company’s voyage charters for the six-month periods ended June 30, 2025 and 2024 was $261,565 and nil, respectively and is included within “Voyage revenue” in the above table.

As of June 30, 2025 and December 31, 2024, receivables from the Company’s voyage charters amounted to $2,743,646 and nil, respectively.

As of June 30, 2025 and December 31, 2024, revenues relating to undelivered performance obligations of the Company’s voyage charters amounted to $193,695 and nil, respectively. The Company recognized the undelivered performance obligation as of June 30, 2025 as revenues in the third quarter of 2025.

As of June 30, 2025, one vessel was employed under time charter agreement with remaining tenor of 4.7 years.

7. Leases

Office leases

Greece Office lease

In December 2023 the Company entered into a lease agreement with an effective date of February 11, 2024, and for a lease term of 3 years.

Singapore Office lease

In May 2025 the Company entered into a new lease agreement for a term period of 2 years effective June 1, 2025 and the previous lease agreement was terminated on May 31, 2025.

Hong Kong Office lease

In April 2024, the Company entered into a new lease agreement in Hong Kong with an effective date of April 17, 2024, and for a lease term of 3 years.

The Company determined that the Greece, Singapore and Hong Kong office leases to be operating leases and recorded the related right-of-use-assets (“ROU”) within “Right-of-use assets from operating leases” and the lease liabilities within “Operating lease liabilities, current portion” and “Operating lease liabilities, non-current portion” in the accompanying unaudited interim condensed consolidated balance sheets and the lease expenses within “Operating lease expenses” in the accompanying unaudited interim condensed consolidated statements of operations.

Right-of-use assets and lease liabilities were recognized, during the six month periods ended June 30, 2025 and 2024, arising from the office leases in Singapore and in Greece and Hong Kong, respectively, were $599,862 and $405,999, respectively.

Dubai Office lease

In May 2023 the Company entered into a lease agreement in Dubai with an effective date of June 16, 2023, and for a lease term of 1 year. The lease agreement was terminated on February 15, 2024, and the Company immediately signed a new lease agreement, effective from the same date, with a lease term of 1 year. The lease payments of the Company’s office lease for the six month periods ended June 30, 2025 and 2024 were $22,151 and $27,363, respectively. The aggregate future lease payments for this operating lease as of June 30, 2025 are $34,038.

The Company determined the office lease of Dubai to be operating lease. Leases that have an original term of 12 months or less are not recognized on the Company’s consolidated balance sheet, and the lease expense related to those short-term leases is recognized over the lease term within “General and administrative expenses” in the accompanying unaudited interim condensed consolidated statements of operations.

Charter-in vessels

In August 2023, the Company entered into a time charter agreement with a vessel owner to lease a bulk carrier vessel for an initial lease term of 7 months for $10,425 per day with an additional 9-month optional period. On August 18, 2023 the vessel was delivered to the Company. In May 2024, the vessel was redelivered to her owner. Therefore, this operating lease was excluded from operating lease right-of-use asset and lease liability recognition on Company’s unaudited interim condensed consolidated balance sheets.

Charter hire expenses for one vessel time chartered in, that are excluded from operating lease right-of-use asset and lease liability recognition due to original duration of not more than one year, were as follows:

In August 2022 the Company entered into a time charter agreement with a vessel owner to lease one vessel for an initial lease term of 2 years with an additional 1-year option that the Company immediately exercised.

In April 2025 the Company entered into a time charter agreement with a vessel owner to lease a platform supply vessel (“PSV”) for an initial lease term of 5 years with a three one-year extension options.

The Company determined this lease to be an operating lease and recorded the related right-of-use-asset within “Right-of-use assets from operating leases” and the lease liabilities within “Operating lease liabilities, current portion” and “Operating lease liabilities, non-current portion” in the accompanying unaudited interim condensed consolidated balance sheets and the operating lease expenses within “Operating lease expenses” in the accompanying unaudited interim condensed consolidated statements of operations. Right-of-use assets and lease liabilities initially recognized, during six month period ended June 30, 2025, arising from the time charter agreement with the vessel owner of PSV, were $45,913,646.

The Company determined these leases to be operating leases and recorded the related right-of-use assets within “Right-of-use assets from operating leases” and the lease liabilities within “Operating lease liabilities, current portion” and “Operating lease liabilities, non-current portion” in the accompanying unaudited interim condensed consolidated balance sheets, and the operating lease expenses within “Operating lease expenses” in the accompanying unaudited interim condensed consolidated statements of operations.

Charter-out vessels

The Company has earned income from chartering out one vessel that has been chartered-in with original term of 12 months or less. For the six-months ended June 30, 2025 and 2024 the time charter revenue amounted to $nil and $2,059,449, respectively and is included in “Voyage and time charter revenues” in the accompanying unaudited interim condensed consolidated statements of operations.

The Company has earned income from chartering out one vessel that has been chartered-in under a time charter agreement entered into in August 2022 with an initial period exceeding 12 months. For the six-months ended June 30, 2025 and 2024, the time charter revenue amounted to $4,424,536 and $6,552,000, respectively and is included in “Voyage and time charter revenues” in the accompanying unaudited interim condensed consolidated statements of operations.

The Company has earned income from chartering out the PSV that has been chartered-in under a time charter agreement entered into in April 2025 for an initial lease term of 5 years with a three one-year extension options. For the six-months ended June 30, 2025, the time charter revenue amounted to $2,373,047 and is included in “Voyage and time charter revenues” in the accompanying unaudited interim condensed consolidated statements of operations.

Right-of-use assets and lease liabilities as of June 30, 2025 and December 31, 2024 were as follows:

The aggregate future lease payments for the Company’s operating leases as of June 30, 2025 were as follows:

The table below presents the components of the Company’s lease expenses.

8. Payables to sharing partner and assignees

Details of the Company’s profit and loss sharing agreements are discussed in Note 10 of the 2024 Financial Statements.

Payables to sharing partner and assignees within current liabilities in the unaudited interim condensed consolidated balance sheets are analyzed as follows:

During the six-month periods ended June 30, 2025 and 2024, the accrued interest cost/ (income) of the Sharing agreement and the Agreement, based on the effective interest method, were $(86,169) and $1,050,213, respectively, and are presented under “Finance income/(costs), net” and “Finance costs, related party”, in the accompanying unaudited interim condensed consolidated statements of operations.

9. Business Combinations

Business Combination with LBSM

On March 13, 2024, Heidmar Inc. signed an agreement with Huwell Ship Management Limited for the acquisition of 100% shares of Landbridge Ship Management (HK) Limited (“LBSM”), a company incorporated in Hong Kong in 2018, for a total consideration of $0.8 million. LBSM provides technical management services to tanker and bulker vessels. Upon the

acquisition, control was obtained of the company, whereby Heidmar Inc. expanded its operations to technical management services for individual vessels.

The Company performed an assessment, as defined under ASC 805, Business Combinations, and concluded that the acquisition of LBSM is an acquisition of a business. Goodwill is recognized as the excess of the consideration transferred over the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed. Synergies and other benefits that are expected from the combination are considered in the measurement of goodwill as part of the consideration transferred. The goodwill arising from the acquisition mainly comprises the synergies expected by combining the knowledge of the commercial and the technical management operations of Heidmar Inc. and LBSM.

The following table summarizes the total consideration paid for LBSM and the allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed, if any, at the acquisition date:

*The technical license provides the Company with the right and opportunity to operate within the specific jurisdiction of Hong Kong. The license is issued by a relevant regulatory or certifying body and is necessary to meet industry-specific technical, safety, or operational standards required by local authorities.

As of June 30, 2025, Intangible Assets, net were as follows:

The balance for amortizable intangible assets as of June 30, 2025 is detailed below:

Estimated amortization expense of the intangible asset to be recognized by the Company is as follows:

As of June 30, 2025, and December 31, 2024, an amount of $166,256 and $262,205, respectively represents the outstanding purchase consideration, which will be settled in monthly installments until August 2026. During the six-month periods ended June 30, 2025 and 2024, the Company paid $100,000 and $37,500, respectively, related to acquisition installments, which included finance costs of $4,051 and $3,492, respectively. As of June 30, 2025, the future acquisition installments payable in respect of LBSM acquisition, were as follows:

Revenues and net loss of LBSM for the six month periods ended June 30, 2025 and 2024 were $311,088 and $114,372 in revenues, and $80,754 and $117,139 in net loss, respectively.

Business Combination with MGO

On February 19, 2025, the Business Combination (Note 1) was consummated and HMR became the going-forward public company and the direct parent company of both HMI and MGO. Pursuant to the provisions of ASC 805, this transaction is accounted for as a business acquisition, with Heidmar Inc. being the accounting acquirer and MGO the acquired entity since MGO was considered as a business. The Business Combination treated as the equivalent of Heidmar Inc. issuing stock to acquire the net assets of MGO, (ii) the net assets, including goodwill and other identifiable intangible assets of MGO recorded based upon their fair values, at the time of closing. The excess purchase price over the estimated fair values of the net assets acquired, was recognized as goodwill. Goodwill arising on acquisition represents the intrinsic value of the listing on the stock exchange through the acquisition of MGO.

Pursuant to the Business Combination Agreement, HMR will also issue to each of the Heidmar Shareholders additional 2,606,338 common shares (the "Earnout Shares") if the Company achieves any one of the following financial milestones during the 12 months ending December 31, 2025: revenue, EBITDA or Net Income equals or exceeds $45 million, $30 million or $25 million, respectively. If the Company meets any of these milestones, HMR will also issue 141,346 common shares to MGO’s financial advisor in the Business Combination. The fair value of the Earnout Shares to be issued to the Heidmar Shareholders and to MGO’s financial advisor, if the specified thresholds are met, has been classified within equity in accordance with the provisions of ASC 815-40 since the Earnout Shares are indexed to the HMR’s share and the Company controls the ability to settle these instruments in shares. The initial fair value of the Earnout Shares of Heidmar Shareholders’ amounted to $3,917,767 and was recognized within expenses under “Other (expenses)/ income, net” in the accompanying unaudited interim condensed consolidated statement of operations, since the Earnout Shares will not be issued pro rata to all the shareholders of the Company, and the offsetting entry increased stockholders’ equity, while the initial fair value of the Earnout Shares of MGO’s financial advisor amounting to $103,429 has been included within the purchase price consideration as contingent consideration in accordance with ASC 805, and has been classified within stockholders’ equity.

The following table summarizes the total purchase consideration and the allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date:

(1) The fair value of the purchase price consideration of $14,258,460 is based on the following:

* The trademark granted the Company the use of MGO’s brand name in the US and to the digital commerce business.

Goodwill and trademark were written off upon the sale of American Liberty (Note 14).

The following table represents the unaudited pro forma revenues and net (loss)/income assuming the acquisition of MGO occurred on January 1, 2024.

10. Joint Ventures

On January 18, 2024, Heidmar Investments LLC, a subsidiary of HMI, entered into a joint venture agreement with Bainbridge Navigation Pte. Ltd. (“Bainbridge”) based on which a new company named BH Cape Holdings Pte. Ltd. (“BH Cape Holdings”) was formed equally owned by Bainbridge and Heidmar Investments LLC. Bainbridge is a company incorporated under the laws of Singapore engaging in the chartering of dry bulk vessels worldwide.

The shares of BH Cape Holdings were issued with no par value. For the year ended December 31, 2024, an amount of $2,428,973 was contributed to BH Cape Holdings by the Company. The newly formed company operates in the commercial management of bulk carrier vessels worldwide. Under the joint venture agreement Heidmar Investments LLC and Bainbridge each have a 50% share in the net results of BH Cape Holdings. The board of BH Cape Holdings comprises of four directors, two directors from each of HMI and Bainbridge. Following the joint venture agreement, BH Cape Holdings meets the definition of a joint venture in accordance with the provisions of the ASC 323-10, “Investments—Equity Method and Joint Ventures”. Heidmar Inc. exercises joint control over BH Cape Holdings since all strategic decisions, including the approval of the budget, require the unanimous approval and consent of all four directors of BH Cape Holdings.

BH Cape Holdings had operations during the period ended June 30, 2025 and the Company recognized a share of loss amounting to $78,210, presented under “Share of loss from joint venture” in the unaudited interim condensed consolidated statement of operations, representing the share of the joint venture’s net loss, based on the Company’s relative holding. As of June 30, 2025, the carrying amount of the investment in this joint venture is $47,773. This amount represents the outstanding balance of the Company’s contributions to fund the operations of BH Cape Holdings of $2,485,383, partially offset by the aggregate accumulated share of loss from the joint venture of $937,610 and to a repayment of $1,500,000 to the Company and is included in “Investment in joint venture” in the unaudited interim condensed consolidated balance sheet.

The summarized financial information presented in the following table presents the joint venture on a 100% basis.