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 issued
a reminder that MGO Global will host its Special General Meeting of
Stockholders (the “Special Meeting”) this Friday, February 14, 2025
to vote on the approval and adoption of the business combination
with Heidmar.
MGO stockholders of record as of the close of
business on December 18, 2024 are entitled to attend and vote at
the Special Meeting. The Special Meeting will be held virtually via
a live interactive webcast found at
www.virtualshareholdermeeting.com/MGOL2025SM. Attendees will
require the 16-digit meeting control number that is printed on the
proxy card accompanying the definitive proxy statement mailed to
stockholders to access the Special Meeting.
The Board of Directors of MGO Global has
unanimously approved and strongly encourages all stockholders to
vote “FOR” the business combination. If stockholders
indeed vote to approve the transaction, following the closing,
Heidmar Maritime Holdings Corp. (”Holdings”) will become the public
company and commence trading on The Nasdaq Capital Market under the
symbol “HMR.”
Advisors
Maxim Group LLC is serving as the exclusive
financial advisor to MGO in connection with the Merger and Seaborne
Capital Advisors is serving as exclusive financial advisor to
Heidmar. Sichenzia Ross Ference Carmel, LLP is serving as legal
counsel to MGO and Seward & Kissel LLP is serving as legal
counsel to Heidmar and Holdings.
About Heidmar, Inc.
Celebrating its 40th anniversary this year,
Heidmar is an Athens based, first-class commercial and pool
management business servicing the crude and product tanker market
and is committed to safety, performance, relationships and
transparency. With operations in Athens, London, Singapore,
Chennai, Hong Kong and Dubai, Heidmar has a reputation as a
reliable and responsible partner with a goal of maximizing our
customers' profitability. Heidmar seeks to offer vessel owners a
"one stop" solution for all maritime services in the crude oil,
refined petroleum products and dry bulk shipping sectors. Heidmar
believes its unique asset light business model and extensive
experience in the maritime industry allows the Company to achieve
premier market coverage and utilization, as well as provide
customers in the sector with seamless commercial transportation
services. For more information, please
visit www.heidmar.com.
About MGO Global Inc.
MGO Global is actively engaged in building a
portfolio of independent, digitally native, lifestyle brands, which
are unique and differentiated, yet all defined by distinctive,
high-quality products and a shared commitment to delivering
high-touch customer experiences across its ecommerce and wholesale
channels. MGO is currently comprised of two business units:
Americana Liberty, which markets a growing, high-end line of
thoughtfully curated home and outdoor products,
including Stand Flagpoles; and MGO Digital, which leverages
data analytics, advanced technology-enabled marketing and our
leadership's industry relationships and expertise to identify,
incubate and introduce to market new, authentic lifestyle brand
concepts. For more information on MGO, please
visit www.mgoglobalinc.com.
Additional Information and Where to Find
It
In connection with the proposed transaction,
Holdings and MGO have filed relevant materials with the SEC,
including Holdings’ registration statement on Form F-4 that
contains a proxy statement of MGO and the prospectus of Holdings,
which proxy statement/prospectus has been mailed or otherwise
disseminated to MGO’s shareholders. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND SECURITY HOLDERS OF MGO GLOBAL ARE URGED TO
READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT HEIDMAR, MGO GLOBAL, THE PROPOSED TRANSACTION, AND RELATED
MATTERS. The proxy statement/prospectus and other relevant
materials, and any other documents filed by Holdings and MGO with
the SEC, may be obtained free of charge at the SEC website at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by MGO by directing
a written request to: MGO Global, Inc., 1515 SE 17th Street,
Suite 121/#460596, Ft. Lauderdale, 33346. Investors and security
holders are urged to read the proxy statement/prospectus and the
other relevant materials before making any voting or investment
decision with respect to the proposed merger.
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 shareholders 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, amended by Form 10-K/A filed on June 3, 2024 and further
amended by Form 8-K filed on August 13, 2024 to recast its year-end
financial statements to reflect the Company’s reportable
discontinued operations. Additional information regarding the
persons or entities who may be deemed participants in the
solicitation of proxies from MGO shareholders, 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.
No Offer or Solicitation
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.
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction between
Holdings, MGO and Heidmar. All statements other than statements of
historical facts contained in this press release, including
statements regarding Holdings', MGO Global's or Heidmar's future
results of operations and financial position, Holdings', MGO's and
Heidmar's business strategy, prospective costs, timing and
likelihood of success, plans and objectives of management for
future operations, future results of current and anticipated
operations of Holdings, MGO and Heidmar, and the expected value of
the combined company after the transactions, are forward-looking
statements. These forward-looking statements generally are
identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.
These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including, but not limited to, the
following risks relating to the proposed transaction: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement; the risk
that the transaction may not be completed in a timely manner or at
all, which may adversely affect the price of MGO's securities; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement; the
inability to complete the transactions contemplated by the
transaction agreement, including due to failure to obtain approval
of the shareholders of MGO or other conditions to closing in the
transaction agreement; the inability to obtain or maintain the
listing of Holdings ordinary shares on Nasdaq following the
transaction; the risk that the transactions disrupt current plans
and operations of MGO as a result of the announcement and
consummation of the transactions; the ability to recognize the
anticipated benefits of the transactions, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth economically and hire and retain
key employees; costs related to the transactions; changes in
applicable laws or regulations; the possibility that Holdings,
Heidmar or MGO may be adversely affected by other economic,
business, and/or competitive factors; and other risks and
uncertainties to be identified in the proxy statement/prospectus
(when available) relating to the transactions, including those
under "Risk Factors" therein, and in other filings with the SEC
made by Holdings and MGO. Moreover, Holdings, Heidmar and MGO
operate in very competitive and rapidly changing environments.
Because forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified
and some of which are beyond Holdings', Heidmar's and MGO's
control, you should not rely on these forward-looking statements as
predictions of future events. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and except as
required by law, Holdings, Heidmar and MGO assume no obligation and
do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. None of Holdings, Heidmar or MGO gives any assurance
that either Heidmar or MGO or Holdings will achieve its
expectations.
CONTACT INFORMATION:
MGO Global
Inc. |
Heidmar,
Inc. |
Dodi Handy, Director of
Communications |
Nicolas Bornozis, Investor
Relations/Media |
Telephone: 407-960-4636 |
Telephone: 212-661-7566 |
Email: ir@mgoteam.com |
Email:
heidmar@capitallink.com |
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