Heidmar to Commence Trading Under Ticker “HMR” on The Nasdaq Capital Market Tomorrow Morning, February 20, 2025 MIAMI - LONDON, U.K. - ATHENS, Greece , Feb. 19, 2025 (GLOBE NEWSWIRE) -- 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"), today jointly announced the successful com ...

MIAMI — LONDON, U.K. — ATHENS, Greece , Feb. 14, 2025 (GLOBE NEWSWIRE) -- 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 jointly announced that MGO stockholders approved the previously announced proposed business combination (the “Busin ...

MIAMI — LONDON, U.K. — ATHENS, Greece , Feb. 14, 2025 (GLOBE NEWSWIRE) -- 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 jointly announced that MGO stockholders approved the previously announced proposed business combination (the "Busine ...

Company Overview - MGO Global Inc. is a digitally-native lifestyle brand portfolio company focused on building independent, high-quality brands across ecommerce and wholesale channels [5] - Heidmar, Inc. is a global commercial and pool management business servicing the drybulk, crude oil, and refined petroleum product tanker market, operating under an asset-light business model [4] Business Combination - MGO Global will host a Special General Meeting on February 14, 2025, to vote on the approval of the business combination with Heidmar [1][2] - The Board of Directors of MGO Global has unanimously approved the transaction and encourages stockholders to vote "FOR" the business combination [3] - If approved, Heidmar Maritime Holdings Corp. will become the public company and trade on The Nasdaq Capital Market under the symbol "HMR" [3] Financial Advisory - Maxim Group LLC is the exclusive financial advisor to MGO Global for the merger, while Seaborne Capital Advisors serves as the exclusive financial advisor to Heidmar [3] Heidmar's Business Model - Heidmar operates with a focus on safety, performance, and transparency, providing a "one stop" solution for maritime services in the crude oil, refined petroleum products, and dry bulk shipping sectors [4] - The company has a strong reputation and aims to maximize customer profitability through its extensive experience and asset-light model [4] MGO Global's Business Units - MGO Global consists of two business units: Americana Liberty, which markets high-end home and outdoor products, and MGO Digital, which utilizes data analytics and technology-enabled marketing to introduce new lifestyle brand concepts [5]

Company Overview - MGO Global Inc. is a digitally-native lifestyle brand portfolio company focused on building independent, high-quality brands across ecommerce and wholesale channels [7] - Heidmar, Inc. is a commercial and pool management business servicing the crude oil and refined petroleum product tanker market, operating under an asset-light business model [6] Business Combination Announcement - MGO Global and Heidmar announced a business combination, with the SEC declaring effective the registration statement for Heidmar Maritime Holdings Corp. [1] - The business combination is subject to approval by MGO stockholders, with a special meeting scheduled for February 14, 2025 [3][4] Shareholder Meeting Details - MGO stockholders of record as of December 18, 2024, are entitled to attend and vote at the special meeting [3] - The meeting will be held virtually, and stockholders will need a 16-digit control number to participate [3] Post-Transaction Structure - Upon closing, the parent company of the combined entities will be PubCo, which expects to list its ordinary shares on the Nasdaq Capital Market under the symbol "HMAR" [4] Advisory Roles - Maxim Group LLC is the exclusive financial advisor to MGO, while Seaborne Capital Advisors is the exclusive financial advisor to Heidmar [5]

Revenue Expectations - MGO Global Inc. expects total revenues from the sale of its Stand Flagpoles' line of products for the first six months of 2024 to increase by 12%-15% compared to the first six months of 2023[4]

Business Combination Overview - MGO Global (NASDAQ:MGOL) stock surged significantly following the announcement of a business combination with Heidmar, a pool management company in the crude oil and refined petroleum tanker market [1][5] - The merger will be executed through a holding company structure, with both MGO Global and Heidmar becoming wholly-owned subsidiaries of a Marshall Islands-based company [2] - The combined entity will adopt the HMAR stock ticker post-merger [5] Financial Terms and Conditions - Heidmar investors are eligible for earnouts of $30 million in additional shares, contingent on the combined company achieving $45 million in revenue, $30 million in EBITDA, or $25 million in net income in fiscal 2024 [3] - MGOL stock will be exchanged for shares of the Marshall Islands company on a one-for-one basis, while Heidmar shareholders will receive $300 million shares of the new company, matching the price per share offer for MGOL [6] Market Reaction and Trading Activity - MGOL stock experienced a 133% increase in value on Thursday morning, with trading volume exceeding 120 million shares, significantly above its daily average of 7.4 million shares [7] Governance and Timeline - The boards of directors of both MGO Global and Heidmar unanimously approved the merger, which is expected to close in the third quarter of 2024, pending regulatory and shareholder approvals [4]

Core Viewpoint - MGO Global's stock surged significantly following the release of its Q1 2024 earnings report, indicating strong market interest and investor confidence despite ongoing operational losses [1][3]. Financial Performance - The company reported a diluted earnings per share (EPS) of -1 cent, an improvement from -9 cents in the same quarter last year [1]. - MGO Global's revenue for Q1 2024 was $670,264, a substantial increase from $45,147 reported in Q1 2023 [2]. - The operating loss for the quarter was $1.86 million, which is a significant increase compared to the operating loss of $692,506 from the previous year [2]. Stock Movement - MGO Global's stock price increased by 105.5% as of Tuesday morning, with over 21 million shares traded, far exceeding the average daily trading volume of approximately 233,000 shares [3]. - Prior to the earnings report, MGOL shares had decreased by 51.1% year-to-date [3].

Financial Performance - Revenues for the three months ended March 31, 2024, increased 1385% to $670,264 from $45,147, attributed to the launch of the Stand Flagpole line of products in mid-March 2023[105] - Gross profit for the same period rose 1725% to $502,532 compared to $27,538 in 2023, driven by the sales of the Stand Flagpole products[106] - Total operating expenses increased 229% to $2,367,314, primarily due to a 161% rise in selling, general and administrative expenses and a 2619% increase in marketing and e-commerce expenses[107] - Net loss from continuing operations for the three months ended March 31, 2024, was $1,864,135, a 169% increase from the net loss of $692,506 in the same period of 2023[109] Cash Flow - Cash on hand from continuing operations as of March 31, 2024, was $1,517,158, an 81% increase from $836,446 as of December 31, 2023[110] - Cash used in operations decreased by 27% to ($1,961,686) compared to ($2,702,386) for the same period in 2023[111] - Cash provided by investing activities was $1,999,794, a significant increase from cash used in investing activities of $137,614 in 2023[112] - Cash provided by financing activities decreased by 92% to $624,604 compared to $8,129,432 in the same period of 2023, due to the completion of the initial public offering[113] - Working capital as of March 31, 2024, was $1,750,387, with a loss from operations of $1,864,135 for the quarter[114] - The assignment of the Messi License to Centric Brands LLC resulted in a cash inflow of $2,000,000 and the assumption of royalty obligations[115] Economic Conditions - Inflation has adversely affected the company's business, financial condition, and results of operations by increasing the overall cost structure[121] - The company has experienced cost increases due to inflation, which may continue to impact operating income and results of operations[121] - Poor economic conditions, including a potential recession, may decrease demand for sportswear and outerwear, adversely affecting the company's performance[121] Regulatory and Market Risks - The company does not expect climate change or related governmental regulations to have a material effect on its operations[122] - Recent updates from the Financial Accounting Standards Board are not expected to materially impact the company's consolidated financial position or results of operations[123] - As a smaller reporting company, the company is not required to provide detailed market risk information[124]

OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Registrant's telephone number, including area code: (347) 913-3316 Securities registered pursuant to Section 12(b) of the Act: For the transition period from _______ to ________ Commission file ...