M&A - MGO Global Inc.

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000149315225006637

Filing Summary: MGO Global Inc. has disclosed a Business Combination Agreement with Heidmar Maritime Holdings Corp. and other related entities. This agreement will result in MGO's stockholders exchanging their shares for newly issued common shares of Holdings, based on an Issuance Ratio set at 30 MGO Shares for each Holdings Share. A total of 56,752,633 Holdings Shares will be issued at closing, with 3,212,413 shares distributed to MGO stockholders, representing 5.66% of the outstanding shares, and 53,540,219 shares to Heidmar Shareholders, representing 94.34%. Fractional shares will not be issued; instead, cash will be paid for any fractional Holdings Shares based on the closing price of MGO Shares on the day prior to closing.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000149315225006988

Filing Summary: On February 14, 2025, MGO Global Inc. held a Special General Meeting of Stockholders to approve a business combination with Heidmar, Inc. MGO stockholders approved the proposals submitted, including the adoption of the Business Combination Agreement. A total of 2,904,001 shares of common stock were issued and outstanding, with 1,702,643 shares present at the meeting, representing approximately 58.63% of the voting power. The proposal for the business combination was approved with 1,673,893 votes in favor, and the adjournment proposal received 1,671,073 votes in favor. Following the closing of the business combination, which is expected next week, the new entity will operate under the name Heidmar Maritime Holdings Corporation and will trade under the ticker symbol 'HMR' on The Nasdaq Capital Market.

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: Update

Accession Number: 000149315225006186

Filing Summary: On February 6, 2025, MGO Global Inc. received a notice from Nasdaq indicating non-compliance with the minimum bid price requirements due to its common stock closing below $1.00 for 30 consecutive business days. Following a reverse stock split on July 18, 2024, MGO is not eligible for the standard compliance extension. A potential delisting could occur on February 18, 2025, unless the company requests a hearing. On February 12, 2025, MGO requested that hearing, which will stay any delisting action pending the outcome. The company had announced a Business Combination Agreement with Heidmar Inc. on June 18, 2025, and a Special Meeting is scheduled for February 14, 2025, for stockholder voting on this combination. The meeting notice emphasizes eligibility for stockholders of record by December 18, 2024, to attend and participate.

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Form Type: 425

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000149315225005947

Filing Summary: On February 5, 2025, MGO Global Inc. announced that the U.S. Securities and Exchange Commission declared effective its Registration Statement on Form F-4 in connection with a proposed business combination with Heidmar, Inc. The registration statement is important for the completion of the merger process. A press release detailing this announcement was issued and is attached as Exhibit 99.1. The information shared in the filing indicates that this is a significant step towards the merger between MGO Global Inc. and Heidmar, fostering the ongoing developments in their business strategy. The filing captures essential details on the timing and regulatory approval related to this corporate action.

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Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000149315225005946

Filing Summary: On February 5, 2025, MGO Global Inc. announced that the U.S. Securities and Exchange Commission (SEC) declared effective the registration statement on Form F-4 for a proposed business combination with Heidmar, Inc. This marks a significant step in advancing the merger process, as indicated in their press release dated February 5, 2025. The filing includes information under Item 8.01 regarding the events leading to the declaration of the registration statement by the SEC. The document also clarifies that the disclosure is being furnished and is not considered 'filed' for purposes of the Securities Exchange Act of 1934. Attached as Exhibit 99.1 is the press release providing details of the registration statement effective date and the companies involved in the proposed merger.

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Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: Update

Accession Number: 000149315225005184

Filing Summary: On January 31, 2025, MGO Global Inc. entered into the Second Amendment to the Business Combination Agreement with Heidmar, Inc. This amendment extends the termination date of the previously established Business Combination Agreement from February 10, 2025, to February 28, 2025. The Business Combination Agreement was originally dated June 18, 2024, and relates to MGO’s merger plans with Heidmar and its affiliates. This filing includes the full text of the Second Amendment as Exhibit 2.1.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000149315224052480

Filing Summary: On December 23, 2024, MGO Global Inc. entered into a securities purchase agreement for the sale of an aggregate of $4,588,500 in units consisting of common stock and warrants to various purchasers. The Offering consisted of 4,830,000 units, which included both common stock with common warrants and pre-funded warrants. The closing of the sale occurred on December 24, 2024, with gross proceeds totaling $5,999,250. The warrants will require MGO stockholder approval to be exercisable and will have specific terms regarding exercise price adjustments and the number of shares of common stock issuable. The Purchase Agreement stipulates that the Company must file a preliminary proxy within five days of the closing date and hold a special stockholder meeting to obtain this approval. Additional agreements included a customary “lock-up” arrangement for the Company’s directors and officers and a placement agency agreement with Maxim Group LLC. The document details restrictions on the issuance of additional securities post-closing and outlines the compensation for the placement agent involved in the Offering.

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