UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
FORM 6-K
     
 REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 333-284004
     
HEIDMAR MARITIME HOLDINGS CORP.
(Translation of registrant’s name into English)
     
 89 Akti Miaouli
Piraeus, Greece 18538
(Address of principal executive office)
     

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F   [X]     Form 40-F   [ ]


 



INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 99.1 is a copy of the joint press release of Heidmar Maritime Holdings Corp. ( “we,” “our,” “us” or the “Company”) and MGO Global Inc. (“MGO”) announcing the completion of the business combination between the Company and MGO.

On February 19, 2025 (the “Closing Date”), pursuant to the Business Combination Agreement dated June 18, 2024, as amended on December 17, 2024 and January 31, 2025, between the Company, MGO, Heidmar Inc. (“Heidmar), HMR Merger Sub Inc. (“Merger Sub”) and certain shareholders of Heidmar (the “Business Combination Agreement”), the parties consummated the business combination (the “Business Combination”), which resulted in each of MGO and Heidmar becoming wholly-owned subsidiaries of the Company. For more information with respect to the Business Combination Agreement and the Business Combination, see the Company’s registration statement on Form F-4 (File No. 333-284004), including the proxy statement/prospectus therein, filed with the U.S. Securities and Exchange Commission and declared effective on February 4, 2025.

The Company’s common shares will commence trading on the Nasdaq Capital Market (“Nasdaq”) at market open on February 20, 2025 under the ticker symbol “HMR”.

Effective as of the Closing Date, the board of directors of the Company (the “Board”) consists of the following seven directors:

Pankaj Khanna has served as Chief Executive Officer of Heidmar since 2019 and has over 35 years of experience in maritime transportation, offshore oil & gas asset owning and service businesses and has held executive positions in various publicly listed entities. Prior to joining Heidmar, Mr. Khanna was the Chief Executive Officer of Ocean Rig UDW Inc. (formerly NYSE: ORIG), an Athens-based operator of semi-submersible oil platforms and underwater drillships, and Pioneer Marine Inc. (OSLO-OTC: PNRM), an Oslo-listed, Athens-based dry bulk company specializing in geared tonnage. He also served as Chief Operating Officer at Dry Ships Inc. (formerly NYSE: DRYS), an Athens-based owner and operator of dry bulk, tanker and gas carrier vessels, and as Vice President of Strategic Development at Teekay Shipping (NYSE: TK), a Bermuda-headquartered owner and operator of crude and product tankers. Mr. Khanna graduated from Blackpool and the Fylde College, Fleetwood Nautical Campus and also received a postgraduate diploma in International Trade and Transport from London Metropolitan University. We believe that Mr. Khanna’s involvement with Heidmar and extensive experience across different sectors in the maritime industry provides him with the qualifications and skills to serve as a member of the Holdings Board.
James Lawrence is currently the Chairman of MTI USA and President and founding partner of MTI Network, and combines over 37 years of experience in the maritime industry. In addition, Mr. Lawrence serves as Chairman of the publishing company Marine Money, which produces the monthly magazine Marine Money, the weekly on-line report Freshly Minted, the newsletter International Ship Registry Review, and the directory Official Guide to Registries. He is also Chairman of International Marketing Strategies Inc., a US based sales and marketing company providing US and non-US based maritime focused companies, governments and associations with sophisticated entry to North American markets. Mr. Lawrence is also currently on the board of the Seamen’s Church Institute in New York and the CMA Education Foundation. We believe that Mr. Lawrence’s involvement in, and depth of knowledge across, all sectors of the marine industry provides him with the qualifications and skills to serve as a member of the Holdings Board.
Andreas Konialidis combines over two decades of experience in the commercial shipping industry, with particular expertise in the tanker sector. Mr. Konialidis is currently Head of Tanker Chartering at Heidmar and the Managing Director of Curzon Maritime Ltd., a brokerage and consultancy firm based in London where he has developed and overseen chartering activities and projects across many segments of the industry. Mr. Konialidis has also previously served as Director of Crude Carriers Corp, a NYSE-listed company. He has an undergraduate degree from the University of Plymouth in Maritime Business and Maritime Law. We believe that Mr. Konialidis’ extensive experience in the tanker shipping sector provides him with the qualifications and skills to serve as a member of the Holdings Board.
John Shelley combines over 40 years of experience in the maritime industry. From 1992 to 2024 Mr. Shelley was a Partner at McQuilling Partners Inc. where his expertise was the spot and period tanker markets developing relationships with clients worldwide. McQuilling Partners Inc. is a privately held company providing transportation services to clients in the shipping, commodity, and financial service industries. He graduated from the United States Merchant Marine Academy with a Bachelor of Science degree in Marine Engineering and a USCG 3rd Assistant Engineers license.  We believe that Mr. Shelley’s extensive experience in the maritime industry provides him with the qualifications and skills to serve as a member of the Holdings Board.


Niovi Iasemidi brings over 15 years of experience in the investment and maritime industries and currently serves as Deputy Chief Financial Officer of Capital Clean Energy Carriers Corp. (Nasdaq: CCEC). Prior to this role, she was Vice President of Finance at Capital Maritime & Trading Corp., following her tenure as a Principal at Hayfin Capital Management in London, where she specialized in maritime investments. Ms. Iasemidi spent nearly a decade at TMS Cardiff Gas, an international LNG tanker operator based in Athens, serving as Director of Finance and Business Development. She began her career in asset management and investment banking, holding positions at Morgan Stanley and Société Générale in London and Paris. A CFA charterholder and member of the Chartered Financial Analyst (CFA) Institute, she holds an undergraduate degree from the University of Warwick and a master’s degree from the London School of Economics and Political Science. We believe that Ms. Iasemidi’s extensive experience in both the investment and maritime industry provides her with the qualifications and skills to serve as a member of the Holdings Board.
André Lockhorst combines over 25 years of experience in the banking industry, across major financial hubs in Asia Pacific (Singapore) and Europe (Amsterdam) and is specialized in transportation and commodity finance. From 2018 to 2020 he served as Head of Transportation & Logistics – North Europe & Middle East for ABN AMRO Bank N.V., Amsterdam and from 2020 to 2021 he served as Sector Lead of Transportation Europe. Mr. Lockhorst is currently a partner at Maritime fund manager PROW Capital where he is responsible for the commercial strategy of a EUR400m alternative Maritime debt platform. He has an undergraduate degree from Amsterdam Academy for Banking and Finance. We believe that Mr. Lockhorst’s extensive experience in the finance industry provides him with the qualifications and skills to serve as a member of the Holdings Board.
Vasileios Loutradis has 15 years of tanker chartering experience and has served on Heidmar’s tanker chartering team since 2022. Previously, he worked at a shipping brokerage firm based in London and for Curzon Shipbrokers Corp., where he specialized in commercial chartering within the tanker sector. At Heidmar, he manages a substantial fleet, focusing on Suezmax and Aframax vessels worldwide, as well as providing market insights and strategic analysis to attract shipowners to Heidmar’s fleet. Mr. Loutradis holds a bachelor’s degree in business management and finance from Westminster University of London. We believe that Mr. Loutradis extensive experience in the maritime shipping industry provides him with the qualifications and skills to serve as a member of the Holdings Board.

The Board has determined that Messrs. Lawrence, Lockhorst and Shelley and Ms. Iasemidi qualify as “independent” within the meaning of Nasdaq rules. The Company’s Audit Committee will consist of Messrs. Lawrence, Lockhorst and Shelley. The Company’s Nominating and Compensation Committee will consist of Ms. Iasemidi and Messrs. Lockhorst and Shelley. As a foreign private issuer, the Company has the option to follow certain home country corporate governance practices rather than those of the Nasdaq, provided that it discloses the requirements it is not following and describes the home country practices it is following. The Company intends to rely on the foreign private issuer exemption with respect to Nasdaq Listing Rule 5605(b)(2) requiring the Board to hold “executive sessions” consisting of only independent directors, and will hold regular meetings, which is consistent with the laws of the Republic of the Marshall Islands.





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, thereunto duly authorized.
 
HEIDMAR MARITIME HOLDINGS CORP.
 
 
(Registrant)
 
     
Dated: February 19, 2025
   
 
By:
/s/ Pankaj Khanna
 
   
Pankaj Khanna
 
   
Chief Executive Officer
 

 
Exhibit 99.1


Heidmar and MGO Global Successfully Complete Business Combination

Heidmar to Commence Trading Under Ticker “HMR” on
The Nasdaq Capital Market Tomorrow Morning, February 20, 2025

MIAMI — LONDON, U.K. — ATHENS, Greece — (Globe Newswire) – February 19, 2025 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 completion of the business combination (the “Business Combination”), resulting in each of MGO and Heidmar becoming wholly owned subsidiaries of Heidmar Maritime Holdings Corp. (“Holdings”). Holdings will commence trading on The Nasdaq Capital Market tomorrow morning, February 20, 2025, under the ticker symbol “HMR”.

Commenting on the closing of the transaction, Pankaj Khanna, Chief Executive Officer of Holdings, noted, “First we’d like to acknowledge and thank the teams of people who worked diligently and collaboratively around the clock to successfully close this Business Combination. Our resulting new Nasdaq listing under ticker ‘HMR’ represents a vital step forward on what we believe will be a transformative path for Heidmar, positioning our Company to deliver new and enduring value to all of our stakeholders while empowering us to set entirely new standards of excellence for our industry.”

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 in 2024, 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 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.



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Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the 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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