MGO Global Inc. Amends Business Combination Agreement with Heidmar, Inc.

MGO Global Inc. (NASDAQ: MGOL) recently announced significant amendments to its Business Combination Agreement with Heidmar, Inc. These changes were detailed in a recent 8-K filing with the Securities and Exchange Commission.

Initially disclosed in a Form 8-K filing on June 20, 2024, MGO Global, a Delaware corporation, had entered into a definitive Business Combination Agreement and Plan of Merger with Heidmar, Inc., Heidmar Maritime Holdings Corp., HMR Merger Sub Inc., and the HMI Shareholders.

The most recent amendment to the agreement, dated December 17, 2024, outlined several key modifications, including:
1. Changing the year of the financial tests for Earnout Shares from 2024 to 2025.
2. Allowing Heidmar to adjust the number of Holdings Shares each Common Stock share converts into and the number of Holdings Shares issued to Heidmar Shareholders, ensuring certain conditions are met.
3. Including additional stockholders who could sign voting agreements supporting the transaction.
4. Lowering the required percentage of supporting shareholders from a majority to 45% of outstanding Common Stock shares.
5. Permitting Common Stock offerings exceeding $6 million post-MGO stockholders meeting record date.
6. Allowing equity linked securities issuance if converted into Common Stock before the transaction’s completion.
7. Requiring consultancy agreements with certain executive officers post-transaction closing.
8. Providing for specific reimbursements by Heidmar to MGO for particular expenses.
9. Extending the Business Combination Agreement termination date to February 10, 2025, from the original date of December 31, 2024.

The details of the amendment are fully described in Exhibit 2.1 of the filing.

Additionally, in Item 9.01 of the filing, only one exhibit was listed, which was the First Amendment to the Business Combination Agreement dated December 17, 2024.

MGO Global Inc. specified that the information provided does not encompass all details and is best understood by referencing the complete text incorporated in the accompanying exhibit.

This news comes as MGO Global continues navigating towards merger completion with Heidmar, reflecting strategic adjustments to the initial agreement to address evolving circumstances.

For more information and detailed financial statements, interested parties can refer to the complete SEC filing by MGO Global Inc. under Form 8-K.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read MGO Global’s 8K filing here.

MGO Global Company Profile

MGO Global, Inc operates as a lifestyle brand portfolio company. The company is involved in the fashion design, brand development and management, sourcing and manufacturing, licensing, IP protection, corporate finance, consumer engagement and experience, ecommerce, and retail sales and marketing activities related to the Messi brand.