MGOL MGO Global Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 14, 2025

 

MGO Global Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41592		87-3929852
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

813 NE 17th Terrace, Unit A, Fort Lauderdale, Florida		33346
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (347) 913-3316

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		MGOL		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

MGO Global Inc., a Delaware corporation (“MGO”) convened the Special General Meeting of Stockholders (the “Special Meeting”) on Friday, February 14, 2025 at 11:00 a.m. Eastern Time via live interactive webcast at www.virtualshareholdermeeting.com/MGOL2025SM to approve, among other things, the previously announced business combination (the “Business Combination”) of MGO and Heidmar, Inc. (“Heidmar”).

 

At the Special Meeting, two proposals were submitted to the stockholders for approval as set forth in the notice of meeting and preliminary proxy statement mailed to stockholders on February 4, 2025 and the definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on February 5, 2025 and mailed to stockholders on February 6, 2025. As of the record date, December 18, 2024, a total of 2,904,001 shares of common stock of MGO (“Common Stock”) were issued and outstanding and entitled to vote. The Common Stock constituted all of the voting securities of MGO on the record date. The record date holders of 1,702,643 shares of Common Stock were present in person or represented by proxy at the Special Meeting, representing approximately 58.63% of the Common Stock entitled to vote at such meeting and MGO’s total voting power.

 

At the Special Meeting, the stockholders approved all proposals submitted. The votes on the proposals were cast as set forth below:

 

Adoption of the Business Combination Agreement

 

		FOR				AGAINST				ABSTAIN/WITHHELD				BROKER NON-VOTES
Total Shares Voted			1,673,893				18,515				10,235				0

 

The affirmative vote of a majority of the total outstanding shares of Common Stock was required for approval. The proposal was approved.

 

Adjournment of the Special Meeting

 

		FOR				AGAINST				ABSTAIN/WITHHELD				BROKER NON-VOTES
Total Shares Voted			1,671,073				22,909				8,661				0

 

The affirmative vote of a majority of the votes cast at the Special Meeting was required for approval. The proposal was approved.

 

Following the closing of the Business Combination (the “Closing”), which is expected to occur next week, the combined company will operate under the name Heidmar Maritime Holdings Corporation (“Holdings”) and its ordinary shares are expected to trade on The Nasdaq Capital Market under the ticker symbol “HMR”. Until that time, MGO’s Common Stock shall continue to trade on The Nasdaq Capital Market under the ticker symbol “MGOL”.

 

Item 8.01. Other Events.

 

On February 14, 2024, MGO and Heidmar jointly issued a press release announcing that MGO stockholders approved the proposed Business Combination. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Exhibit
99.1		Press Release titled “MGO Global’s Stockholders Approve Business Combination with Heidmar at Today’s Special Meeting of Stockholders,” dated February 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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

 

 

 

Exhibit 99.1

 

 

MGO Global’s Stockholders Approve Business Combination with Heidmar at Today’s Special Meeting of Stockholders

 

MIAMI — LONDON, U.K. — ATHENS, Greece — (Globe Newswire) – February 14, 2025 – MGO Global Inc. (Nasdaq: MGOL), a digitally-native, lifestyle brand portfolio company, (“MGO,” “MGO Global” or the “Company”), and Heidmar, Inc., a global commercial and pool management business serving the drybulk, crude oil and refined petroleum product tanker market (“Heidmar”) via an asset light business model, today jointly announced that MGO stockholders approved the previously announced proposed business combination (the “Business Combination”) with Heidmar, Inc. at MGO’s Special General Meeting of Stockholders (the “Special Meeting”) held this morning, February 14, 2025.

 

Following the closing of the Business Combination (the “Closing”), which is expected to occur next week, the combined company will operate under the name Heidmar Maritime Holdings Corporation (“Holdings”) and its ordinary shares are expected to trade on The Nasdaq Capital Market under the ticker symbol “HMR”. The new CUSIP number for Holdings’ ordinary shares will be Y3130D101. Until the Closing is consummated, MGO’s shares of common stock shall continue to trade on The Nasdaq Capital Market under the ticker symbol “MGOL”.

 

Maximiliano Ojeda, Co-Founder, Chairman and CEO of MGO Global, stated, “On behalf of MGO’s Board of Directors, I’d like to thank our Company’s stockholders who voted and for their near unanimous approval of the business combination with Heidmar. The approval of this transaction by our shareholders marks a significant milestone in the year-long effort that we embarked upon with Heidmar beginning in early 2024. We are thrilled that we are moving towards satisfying all of the customary closing conditions with the expectation that this transaction will be completed next week. As a result, we look forward to our fellow MGO stockholders having the opportunity to materially benefit from the anticipated future success of Heidmar.”

 

MGO stockholders of record as of December 18, 2024 considered and approved the adoption of the Business Combination Agreement, dated June 18, 2024 (as amended on December 17, 2024 and January 31, 2025, the “Business Combination Agreement”), among Holdings, MGO, Heidmar Inc., a Marshall Islands corporation (“Heidmar”), HMR Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Merger Sub”), and Rhea Marine Ltd. and Maistros Shipinvest Corp. (together, the “Heidmar Shareholders”), pursuant to which MGO, Merger Sub, Holdings, Heidmar and Heidmar Shareholders is expected to complete the Business Combination involving the following transactions (collectively, the “Business Combination”):

 

	(a)	Merger Sub will merge (the “Merger”) with and into MGO, with MGO continuing as the surviving entity and as a wholly owned subsidiary of Holdings;
	(b)	the issuance ratio shall be 30 MGO shares of common stock for every one Holdings ordinary share (“Holdings Share”), resulting 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;
	(c)	the Heidmar Shareholders will transfer all their shares of Heidmar to Holdings (the “Heidmar Share Acquisition”), with Heidmar becoming a wholly owned subsidiary of Holdings; and

 

 

(d)

Holdings will issue to the Heidmar Shareholders and MGO’s financial advisor (as the agreed consideration for advisory services provided to MGO): (i) a number of Holdings Shares equal to (x) the aggregate number of Holdings Shares issuable to the MGO Stockholders at Closing, times (y) 16.6667 (the “Heidmar Share Consideration”) and (ii) upon the satisfaction of certain earnout conditions set forth in the Business Combination Agreement, additional Holdings Shares equal to 10% of the Heidmar Share Consideration (the “Earnout Shares”), with 2.64% of each issuance being distributed to MGO’s financial advisor.

 

The final voting results from the Special Meeting will be made available in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission later today.

 

Advisors

 

Maxim Group LLC is serving as the exclusive financial advisor to MGO in connection with the Merger and Seaborne Capital Advisors is serving as exclusive financial advisor to Heidmar. Sichenzia Ross Ference Carmel, LLP is serving as legal counsel to MGO and Seward & Kissel LLP is serving as legal counsel to Heidmar and Holdings.

 

About Heidmar, Inc.

 

Celebrating its 40^th anniversary in 2024, Heidmar is an Athens based, first-class commercial and pool management business servicing the crude and product tanker market and is committed to safety, performance, relationships and transparency. With operations in Athens, London, Singapore, Chennai, Hong Kong and Dubai, Heidmar has a reputation as a reliable and responsible partner with a goal of maximizing our customers’ profitability. Heidmar seeks to offer vessel owners a “one stop” solution for all maritime services in the crude oil, refined petroleum products and dry bulk shipping sectors. Heidmar believes its unique asset light business model and extensive experience in the maritime industry allows the Company to achieve premier market coverage and utilization, as well as provide customers in the sector with seamless commercial transportation services. For more information, please visit www.heidmar.com.

 

About MGO Global Inc.

 

MGO Global is actively engaged in building a portfolio of independent, digitally native, lifestyle brands, which are unique and differentiated, yet all defined by distinctive, high-quality products and a shared commitment to delivering high-touch customer experiences across its ecommerce and wholesale channels. MGO is currently comprised of two business units: Americana Liberty, which markets a growing, high-end line of thoughtfully curated home and outdoor products, including Stand Flagpoles; and MGO Digital, which leverages data analytics, advanced technology-enabled marketing and our leadership’s industry relationships and expertise to identify, incubate and introduce to market new, authentic lifestyle brand concepts. For more information on MGO, please visit www.mgoglobalinc.com.

 

 

Forward-Looking Statements

 

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Holdings, MGO and Heidmar. All statements other than statements of historical facts contained in this press release, including statements regarding Holdings’s, MGO Global’s or Heidmar’s future results of operations and financial position, Holdings’s, MGO’s and Heidmar’s business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of Holdings, MGO and Heidmar, and the expected value of the combined company after the transactions, are forward-looking statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of MGO’s securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; the inability to complete the transactions contemplated by the transaction agreement, including due to failure to obtain approval of the stockholders of MGO or other conditions to closing in the transaction agreement; the inability to obtain or maintain the listing of Holdings ordinary shares on Nasdaq following the transaction; the risk that the transactions disrupt current plans and operations of MGO as a result of the announcement and consummation of the transactions; the ability to recognize the anticipated benefits of the transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; costs related to the transactions; changes in applicable laws or regulations; the possibility that Holdings, Heidmar or MGO may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties to be identified in the proxy statement/prospectus (when available) relating to the transactions, including those under “Risk Factors” therein, and in other filings with the SEC made by Holdings and MGO. Moreover, Holdings, Heidmar and MGO operate in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond Holdings’s, Heidmar’s and MGO’s control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, Holdings, Heidmar and MGO assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of Holdings, Heidmar or MGO gives any assurance that either Heidmar or MGO or Holdings will achieve its expectations.

 

CONTACT INFORMATION:

 

MGO Global Inc.		Heidmar, Inc.
Dodi Handy, Director of Communications		Nicolas Bornozis, Investor Relations/Media
Telephone: 407-960-4636		Telephone: 212-661-7566
Email: ir@mgoteam.com		Email: heidmar@capitallink.com

 

 

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