UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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) | |
| 2 |
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 | |
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