MGOL MGO Global Inc

 

 

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): July 16, 2024

 

MGO Global Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41592		83-1833607
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1515 SE 17th Street, Suite 121/#460236 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 2.02

Results of Operations and Financial Condition.

 

On July 16, 2024, MGO Global Inc., a Delaware corporation (the “Company”), issued a press release announcing certain preliminary financial and business highlights for the second quarter ended June 30, 2024.The Company stated in the press release that when the Company files its Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission for the quarter ended June 30, 2024, the Company expects to report that total revenues from the sale of its Stand Flagpoles’ line of products for the first six months of 2024 will reflect an increase in total revenues in the range of 12%-15% as compared to the first six months of 2023.

 

Item 8.01

Other Events.

 

A copy of the press release referenced in Item 2.02 of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form 8-K.

 

The disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press Release titled MGO Global Releases Preliminary Second Quarter 2024 Results and Comments on Key Business Highlights, dated July 16, 2024
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: July 18, 2024	MGO Global Inc.
	By:	/s/ Maximiliano Ojeda
	Name:	Maximiliano Ojeda
	Title:	Chief Executive Officer

 

 

 

EXHIBIT 99.1

 

MGO Global Releases Preliminary Second Quarter 2024 Results and Comments on Key Business Highlights

 

MIAMI — LONDON – (Globe Newswire) – July 16, 2024 – MGO Global Inc. (Nasdaq: MGOL), a digitally-native, lifestyle brand portfolio company (“MGO”, “MGO Global” or the “Company”), today announced selected preliminary unaudited financial highlights for the first six months of 2024.

 

When the Company files its Quarterly Report on Form 10-Q with the U.S. Securities and Exchange Commission (“SEC”) on or before August 14, 2024, MGO expects to report that total revenues from the sale of MGO’s Stand Flagpoles’ line of products for the first six months of 2024 will climb double digits on a percentage basis, rising in the range of 12%-15% as compared to the first six months of 2023.

 

Maximiliano Ojeda, Co-Founder, Chairman and CEO of MGO, stated, “2024 is proving to be a very exciting, transformative year for MGO – and one in which our leadership team has remained dedicated to optimizing opportunities to create long-term, sustainable value for our fellow shareholders. The first half of the year has been an exceptionally busy period during which time we have successfully achieved numerous critical objectives.

 

“In June 2024, we entered into a strategic business combination agreement with Heidmar, Inc. (“Heidmar”), a global, asset-light tanker pool, commercial and technical management company incorporated under the laws of the Republic of the Marshall Islands and headquartered in Greece. We believe this transaction provides a compelling and potentially transformative opportunity for our fellow MGO shareholders. The fundamental strength of Heidmar’s business plan, historical financial performance including net income of $19.6 million for fiscal year ended December 31, 2023, growth outlook and respected reputation in the global maritime industry, matched with the proven experience of Heidmar’s leadership team, should serve as force multipliers for attaining potentially significant value creation for MGO’s shareholders in the months and years to come.”

 

“MGO is very proud of our efforts to establish Stand Flagpoles as a respected niche digital brand which has continued to deliver solid performance since we first launched the patriotic-themed brand in March of 2023. It serves as a great example of MGO’s approach to brand building and the strength of our digital commerce platform.

 

“In March of this year, we assigned all of MGO’s rights and obligations under our global license agreement with Leo Messi Management to Centric Brands LLC, a global leading lifestyle brand collective, in a transaction that resulted in Centric paying MGO $2,000,000 in cash and assuming the obligation to pay 1.5 million Euros in aggregate royalty payments to Leo Messi Management in accordance with the terms and conditions of the license agreement. We are incredibly proud of our team’s diligent efforts over the past several years, as they were behind making the Messi Brand a reality and a valued asset in MGO’s portfolio of brands. We believe that our decision to enter into the transaction with Centric was the right business decision for our Company and the brand, as Centric has the deep resources necessary to take the Messi Brand to the next level.

 

Concluding, Ojeda added, “As we advance the business combination process with Heidmar towards our goal of closing in the second half of 2024, we look forward to what promises to be a very exciting future.”

 

Interim consolidated financial statements as of, and for the quarter ended June 30, 2024, are not yet complete and are not available as of the date of this press release. The preliminary financial information presented above for the six month period ended June 30, 2024, remain preliminary, based upon information available as of the date of this press release and are subject to change and finalization based on completion of all quarter end close processes. Accordingly, undue reliance should not be placed on this unaudited preliminary financial information. Please also refer to “Cautionary Note Regarding Forward-Looking Statements” below.

 

For more detailed information on the proposed business combination with Heidmar, please refer to the Current Report on Form 8-K filed with the SEC on June 20, 2024 and accessible at www.sec.gov or on MGO’s investor relations web page found at https://www.mgoglobalinc.com/investor-relations/.

 

About MGO Global Inc.

 

MGO Global Inc. 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.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release may contain forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to complete the proposed business combination with Heidmar, Inc., grow its businesses and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, customer acceptance of new products, and future measures taken by authorities in the countries wherein the Company has supply chain partners, the demand for the Company’s products and the Company’s customers’ economic condition, the impact of competitive products and pricing, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any responsibility to update the forward-looking statements in this release, except in accordance with applicable law.

 

CONTACT INFORMATION:

 

MGO Global Inc.

Dodi Handy, Director of Communications

Telephone: 407-960-4636

Email: ir@mgoteam.com

 

 

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Cover	Jul. 16, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 16, 2024
Entity File Number	001-41592
Entity Registrant Name	MGO Global Inc.
Entity Central Index Key	0001902794
Entity Tax Identification Number	83-1833607
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1515 SE 17th Street
Entity Address, Address Line Two	Suite 121/#460236
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33346
City Area Code	(347)
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	MGOL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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