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): January 2431, 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		33304
813 NE 17th Terrace, Unit A, Fort Lauderdale, Florida		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 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~MGO~~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 (~~the~~ “~~Company~~MGO”), ~~convened~~entered ~~the~~into ~~Special~~a ~~Meeting~~definitive Business Combination Agreement and Plan of ~~Stockholders~~Merger (the “Business Combination Agreement”) dated as of ~~MGO~~June ~~Global~~18, 2024, with Heidmar, Inc., (~~the~~ “~~Special Meeting~~HMI”), a oncompany ~~Friday,~~organized ~~January~~under 24the laws of the Republic of the Marshall Islands, ~~2025~~Heidmar atMaritime ~~11:00~~Holdings aCorp.m., ~~Eastern~~a ~~Time.~~company ~~The~~organized ~~Special~~under the ~~Meeting~~laws ~~was~~of ~~held~~the inRepublic ~~person~~of atthe ~~813 NE~~Marshall ~~17th~~Islands ~~Terrace~~(“Holdings”), ~~Unit~~and A,HMR ~~Fort~~Merger ~~Lauderdale~~Sub Inc., ~~Florida~~a Delaware corporation and wholly-owned subsidiary of Holdings, ~~33304~~and Rhea Marine Ltd. Aand ~~quorum~~Maistros Shipinvest Corp., shareholders of HMI, which was ~~present~~subsequently amended aton ~~the~~December ~~Special~~17, ~~Meeting~~2024.

AtOn ~~the~~January ~~Special~~31, ~~Meeting~~2025, ~~one~~MGO ~~proposal~~and ~~was~~HMI ~~submitted~~entered tointo the ~~stockholders~~Second ~~for~~Amendment ~~approval~~to ~~as set forth in~~ the ~~definitive~~Business ~~Proxy~~Combination ~~Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on January 2~~Agreement, ~~2025.~~pursuant Asto ~~of the record date, December 13, 2024,~~which ~~a total of 2,904,001 shares of common stock of~~ the ~~Company~~parties ~~(“Common~~agreed ~~Stock”) were issued and outstanding and entitled~~ to ~~vote.~~extend ~~The Common Stock constitutes all of~~ the ~~voting~~termination ~~securities~~date of the ~~Company.~~Business ~~The~~Combination ~~holders~~Agreement offrom ~~record~~February ~~of 1~~10,~~509,457~~ ~~shares~~2025 ofto ~~Common Stock~~February ~~were present in person or represented by proxy at the Special Meeting~~28, ~~representing approximately 51~~2025.~~97% of the Common Stock entitled to vote at such meeting and of the Company’s total voting power~~

AtThe foregoing description of the ~~Special~~Second ~~Meeting,~~Amendment to the ~~stockholders~~Business ~~approved~~Combination Agreement is not complete and is qualified in its entirety by reference to the ~~proposal~~full ~~submitted~~text thereof, filed herewith as Exhibit 2.1 ~~The~~to ~~votes~~this ~~were~~Current ~~cast~~Report ason ~~set~~Form ~~forth~~8-K, ~~below:~~and incorporated by reference in this Item 1.01.

1.Item ~~Warrant~~9.01. ~~Exercise~~Financial ~~Proposal~~Statements and Exhibits.

		FOR		AGAINST		ABSTAIN/WITHHELD		BROKER NON-VOTES
Total Shares Voted		1,294,284		215,075		98		0

(d)

Exhibits.

The affirmative vote of a majority of the votes cast at the Special Meeting was required for approval. The proposal was approved.

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)

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: January 24, 2025	MGO Global Inc.
Date: February 6, 2025	MGO Global Inc.
	By:	/s/ Maximiliano Ojeda
	Name:	Maximiliano Ojeda
	Title:	Chief Executive Officer

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