MIAMI, FL, LONDON, UK and ATHENS, GREECE / ACCESSWIRE / August 22, 2024 / 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 the confidential submission with the U.S. Securities and Exchange Commission ("SEC") of a draft registration statement on Form F-4 ("Registration Statement") by Heidmar Maritime Holdings Corp., a newly created holding company organized under the laws of the Republic of the Marshall Islands (" Holdings" or "Pubco").

As previously announced on June 20, 2024, MGO entered into a Business Combination Agreement ("BCA") on June 18, 2024 with Heidmar; Holdings; HMR Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdings ("Merger Sub") and Rhea Marine Ltd. and Maistros Shipinvest Corp. (the "HMI Shareholders"), whereby MGO and Heidmar will become wholly owned subsidiaries of Pubco. The closing of the transactions contemplated by the BCA is subject to certain conditions, including, without limitation, the approval of MGO's stockholders and Nasdaq's approval of the listing of the ordinary shares of Pubco on the Nasdaq Stock Market.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities in connection with the proposed transaction shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed business combination, Pubco has confidentially submitted a Registration Statement on Form F-4 with the SEC, which includes a preliminary prospectus with respect to Pubco's securities to be issued in connection with the proposed business combination and a preliminary proxy statement to be distributed to holders of MGO's common stock in connection with MGO's solicitation of proxies for the vote by MGO stockholders with respect to the proposed business combination and other matters described in the Registration Statement. The Registration Statement has not been declared effective by the SEC. After the Registration Statement is declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to stockholders of MGO as of the record date to be established in the future for voting on the proposed business combination and will contain important information about the proposed business combination and related matters. INVESTORS AND SECURITY HOLDERS OF MGO, PUBCO AND OTHER INTERESTED PERSONS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Once publicly filed with the SEC, security holders and other interested persons may obtain free copies of the Registration Statement, preliminary proxy statement/prospectus, definitive proxy statement/prospectus, and other relevant material (in each case when available) at the website maintained by the SEC at www.sec.gov or by directing a request to MGO Global Inc., 1515 SE 17th Street, Suite 121/#460236, Ft. Lauderdale, 33346.

Participants in the Solicitation

MGO and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the stockholders of MGO with respect to the proposed merger and related matters. Information about the directors and executive officers of MGO, including their ownership of shares of MGO common stock, is included in MGO's Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on April 1, 2024. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from MGO stockholders, including a description of their interests in the proposed merger by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents to be filed with the SEC when they become available. The directors and officers of Heidmar do not currently hold any interests, by security holdings or otherwise, in MGO.

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SOURCE: MGO Global