Frequently Asked Questions

Our disclosure to shareholders about the Business Combination is contained in two documents that we filed with the SEC: our Registration Statement on Form F-4, which you can find here, and the final proxy statement/prospectus, which you can find here. We filed the final Registration Statement on February 3, 2025, and the SEC declared it to be effective on February 4, 2025. We filed the final proxy statement/prospectus, which forms a part of the Registration Statement, on February 5, 2025.

These documents disclose that at the closing of the Business Combination, MGO Stockholders would receive for each MGO Share "a fraction of a Holdings Share." In addition, the Heidmar Shareholders and MGO's financial advisor would together receive "an aggregate number of Holdings Shares equal to 16.6667 times the aggregate number of Holdings Shares issued to the MGO Stockholders."

This means that upon consummation of the Business Combination, the ownership of our common shares would be divided as follows: the MGO Stockholders would own approximately 5.66% and the Heidmar Shareholders and MGO's financial advisor would together own approximately 94.34%. The Heidmar Shareholders and MGO's financial advisor can also receive additional shares in 2026 if we meet certain financial targets set forth in the Business Combination Agreement.

As disclosed in the Registration Statement and the proxy statement/prospectus, the exact number of our shares to be issued in the Business Combination would be based upon an "Issuance Ratio" determined prior to Closing. The Issuance Ratio represented the number of MGO Shares that an MGO Stockholder had to surrender in order to receive one share of our common stock. The Issuance Ratio had the same effect on the MGO Stockholders as a reverse split of MGO's common stock.

MGO and Heidmar did not determine the Issuance Ratio until just before closing the Business Combination, in part because of uncertainty around the exact number of MGO Shares that would be outstanding at closing due to MGO's earlier offering of Units (see below). The Registration Statement and proxy statement/prospectus stated that MGO would disclose the final Issuance Ratio in a Form 8-K it would file prior to closing; MGO made that filing on February 14, 2025, disclosing that the Issuance Ratio would be "30 MGO Shares for every one Holdings Share." You can find that Form 8-K filing here.

Importantly, because the number of shares issued to the Heidmar Shareholders and MGO's financial advisor was based on the number of shares issued in aggregate to the MGO

Stockholders, the Issuance Ratio selected had no effect on the percentage ownership of the parties receiving shares in the Business Combination. Upon closing of the Business Combination, without taking into effect the treatment of fractional shares, the MGO Stockholders together owned 5.66% of our common stock, and the Heidmar Shareholders and MGO's financial advisor together owned 94.34%. These percentages would have been the same regardless of the Issuance Ratio that was chosen.

On December 24, 2024, MGO conducted an offering 6,315,000 units at a price of $0.95 per unit. Each unit consisted of (a) either one MGO Share or one Pre-Funded Warrant to purchase an MGO Share, and (b) one Common Warrant exercisable into a number of MGO Shares to be determined based upon the future market price of an MGO Share.

As disclosed in the Registration Statement and the proxy statement/prospectus, the total number of MGO Shares issuable upon exercise of the Common Warrants was determined on January 28, 2025, to be 87,103,398 MGO Shares. The Registration Statement and the proxy statement/prospectus further disclosed that "Prior to the Unit offering there were 2,904,001 MGO Shares outstanding. As of February 3, 2025, there were 96,372,399 MGO Shares either currently outstanding or underlying warrants that are expected to be exercised on an alternative cashless basis prior to Closing."

Following the closing of the Business Combination and after applying the Issuance Ratio, we have outstanding a total of 57,102,585 shares of our common stock, allocated as follows:

• Heidmar Shareholders: 91.90%, or 52,476,758, of the outstanding shares, all of which are subject to a lock-up agreement;
• MGO Stockholders: 5.63%, or 3,212,365, of the outstanding shares; and
• MGO's financial advisor: 2.48%, or 1,413,462, of the outstanding shares.

The Heidmar Shareholders and certain MGO Stockholders entered into Lock-up/Leak-out Agreements with us, as disclosed in the proxy statement/prospectus. These agreements restrict the sale of our shares by the persons in the following manner.

• Lock-Up Period: These shareholders cannot sell or transfer their shares of our common stock for 120 days following the closing.
• Gradual Leak-Out Period: During the next 60 days after the initial lock-up, these shareholders are limited to selling on any trading day a combined 10% of the prior trading day's volume as reported by Bloomberg.
• Exception: If the closing price for our common stock reaches at least $2.29 per share for 10 out of 30 Trading Days, each shareholder may sell up to 25% of its holdings.

On the closing date of the Business Combination, we have been advised that our transfer agent completed the issuance and transfer of our shares to the different shareholders pursuant to the Business Combination Agreement. If there were any issues experienced by individual shareholders, they should contact their broker.

Regarding trading issues encountered at the commencement of trading for our shares, we have referred any complaints we have received to NASDAQ for further review.