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): January 31, 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 1.01. Entry into a Material Definitive Agreement.

 

As disclosed in our Current Reports on Form 8-K, filed with the Securities and Exchange Commission on June 20, 2024 and on December 19, 2024, MGO Global Inc., a Delaware corporation (“MGO”) entered into a definitive Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) dated as of June 18, 2024, with Heidmar, Inc., (“HMI”), a company organized under the laws of the Republic of the Marshall Islands, Heidmar Maritime Holdings Corp., a company organized under the laws of the Republic of the Marshall Islands (“Holdings”), and HMR Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Holdings, and Rhea Marine Ltd. and Maistros Shipinvest Corp., shareholders of HMI, which was subsequently amended on December 17, 2024.

 

On January 31, 2025, MGO and HMI entered into the Second Amendment to the Business Combination Agreement, pursuant to which the parties agreed to extend the termination date of the Business Combination Agreement from February 10, 2025 to February 28, 2025.

 

The foregoing description of the Second Amendment to the Business Combination Agreement is not complete and is qualified in its entirety by reference to the full text thereof, filed herewith as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated by reference in this Item 1.01.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
2.1		Second Amendment to Business Combination Agreement dated January 31, 2025
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

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 6, 2025	MGO Global Inc.
	By:	/s/ Maximiliano Ojeda
	Name:	Maximiliano Ojeda
	Title:	Chief Executive Officer

 

 

 

Exhibit 2.1

 

SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT

 

This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of January 31, 2025, by and among MGO Global, Inc. (“MGO”), and Heidmar Inc. (“HMI”).

 

WHEREAS, MGO and HMI are party to that certain Business Combination Agreement, dated June 18, 2024 (the “BCA”), as amended by that certain First Amendment to the BCA, dated December 17, 2024 (the “First Amendment”);

WHEREAS, Section 13.8 of the BCA permits amendment of the BCA by execution of a written instrument signed by each of MGO and HMI; and

 

WHEREAS, MGO and HMI, desire to amend the BCA as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, MGO and HMI, intending to be legally bound, hereby agree as follows.

 

1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to them in the BCA.

 

2. Amendments to BCA. The BCA is hereby amended and modified in the following manner:

 

(a) Termination. Section 11.1(b) of the BCA is hereby amended such that the date appearing therein shall be changed from “February 10, 2025”, to “February 28, 2025.”

 

3. Ratification. Except as modified by this Amendment, the BCA remains unchanged and in full force and effect in its entirety and is hereby ratified and confirmed in all respects. Whenever the BCA is referred to in the BCA or in any other agreements, documents and instruments, such reference shall be deemed to be to the BCA as amended by this Amendment. Notwithstanding the foregoing, references to the date of the BCA, and references to “the date hereof” and “the date of this Agreement” or words of like import shall continue to refer to June 18, 2024.

 

4. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall be constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile transmission or portable document format shall constitute effective execution and delivery of this Amendment as to the parties and may be used in lieu of the original agreement for all purposes. Signatures of the parties transmitted by facsimile or portable document format shall be deemed to be their original signatures for all purposes.

 

5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that State.

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first written above.

 

 

	MGO GLOBAL INC.
	By:	/s/ Maximiliano Ojeda
	Name:	Maximiliano Ojeda
	Title:	Chief Executive Officer

 

[Signature Page to Second Amendment to Business Combination Agreement]

 

 

	HEIDMAR INC.
	By:	/s/ Pankaj Khanna_
	Name:	Pankaj Khanna
	Title:	Chief Executive Officer

 

[Signature Page to Second Amendment to Business Combination Agreement]

 

v3.25.0.1

Cover	Jan. 31, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2025
Entity File Number	001-41592
Entity Registrant Name	MGO Global Inc
Entity Central Index Key	0001902794
Entity Tax Identification Number	87-3929852
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	813 NE 17th Terrace, Unit A
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33346
City Area Code	(347)
Local Phone Number	913-3316
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	MGOL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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