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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 5, 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, Fl   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 8.01. Other Events.

 

On February 5, 2025, MGO Global Inc., a Delaware corporation (the “Company”), issued a press release announcing that on February 4, 2025, the U.S. Securities and Exchange Commission (“SEC”) declared effective the registration statement (the “Registration Statement”) on Form F-4 (Registration No. 333-284004) of Heidmar Maritime Holdings Corp. filed with the SEC in connection with the proposed business combination of the Company and Heidmar, Inc.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

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 and Heidmar Announce Form F-4 Registration Statement for Proposed Business Combination Has Been Declared Effective by SEC, dated February 5, 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 11, 2025 MGO Global Inc.
     
  By: /s/ Maximiliano Ojeda
  Name: Maximiliano Ojeda
  Title: Chief Executive Officer