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                                                            September 18, 2024

Pankaj Khanna
Chief Executive Officer and Director
Heidmar Maritime Holdings Corp.
89 Akti Miaouli
Piraeus 18538, Greece

       Re: Heidmar Maritime Holdings Corp.
           Draft Registrant Statement on Form F-4
           Submitted August 22, 2024
           CIK No. 0002029471
Dear Pankaj Khanna:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registrant Statement on Form F-4 submitted August 22, 2024
Cover Page

1.     Please revise your cover page to disclose that Holdings will be a
"controlled company"
       within the meaning of the corporate governance standards of Nasdaq.
Frequently Asked Questions MGO Stockholders, page 4

2.     Please revise to provide summary discussion of the applicable
termination provisions and
       restrictions on the ability of MGO and Heidmar Maritime to pursue
alternative
       transactions. In addition, please provide a cross-reference to a more
comprehensive
       discussions elsewhere in the document.
3.     Please revise your discussion of the earnout provisions at page 5 or
include a separate
       question and answer to provide additional details regarding the
financial milestones that
       must be achieved in order to earn additional consideration.
 September 18, 2024
Page 2

The Special Meeting of MGO Stockholders, page 17

4.     It appears that shareholder approval is assured for this transaction in
light of the voting
       and support agreements entered into by certain officers and directors of
MGO who
       collectively hold a majority of the issued and outstanding MGO Shares.
Since the
       business combination proposal requires only the affirmative vote of the
holders of a
       majority of the issued and outstanding MGO Shares entitled to vote at
the Special
       Meeting, discuss here, on the cover page and elsewhere, as applicable,
how the voting and
       support agreements make it more likely the business combination will be
approved. For
       example, discuss the percentage of shares not subject to the voting
agreement that would
       be required to approve the business combination proposal if a quorum is
present.
Background of the Business Combination, page 90

5.     We note your disclosure that "Heidmar   s management expressed interest
in the possibility
       of a merger transaction with MGO, pending further details regarding the
business
       rationale behind any potential transaction." Please revise your
disclosure to include
       additional details regarding the business rationale and basis for the
proposed business
       combination. In this regard, we note that Heidmar is a commercial
manager of ocean-
       going transport vessels, which is a very different business from the
business that MGO
       manages, which is to design, manufacture, license, distribute, advertise
and sell a range of
       products.
6.     We note your disclosure that Maxim Group LLC historically had a business
relationship
       with Heidmar and its founder and CEO, Mr. Pankaj Khanna. Please revise
to clarify
       whether Heidmar had an ongoing relationship with Maxim at the time Maxim
was
       engaged by MGO to represent it in respect of a potential business
combination. In
       addition, disclose how MGO's board considered any related conflict of
interest in
       negotiating and recommending the business combination and include risk
factor
       disclosure highlighting the potential conflicts of interests involving
Maxim due to its
       business relationship with Heidmar.
7.     We note that between October 2023 and December 2023, MGO conducted a
rigorous
       process of identifying and evaluating potential strategic transactions
and other
       opportunities available to MGO. Please expand your discussion in this
section to
       describe the other potential transactions and opportunities that were
considered and the
       process utilized to evaluate these transactions. Please discuss any
negotiations which
       occurred and any alternative offers that were made or received.
8.     You disclose that on December 20, 2023, MGO sent a non-binding letter of
intent which
       provided for an equity evaluation of MGO and Heidmar of $20.0 million
and $300.00
       million, respectively. Please expand your disclosure to explain how the
equity valuations
       were determined. Please also disclose the final terms of the letter of
intent that was
       executed on February 7, 2024 by MGO and Heidmar.
9.     Please expand your disclosure in this section to include a more detailed
description of the
       negotiations surrounding the material terms of the business combination
agreement. For
       example, we note that from December 2023 to February 2024, the parties
continued to
       negotiate and revise the terms to the letter of intent and from February
2024 through June
       2024, the parties exchanged drafts of the business combination
agreement. Please describe
 September 18, 2024
Page 3

       the substance of the parties' multiple conversations and discussions
during that time
       including the factor's that were considered in reducing MGO's initial
equity valuation
       from $20.0 million. Your revised disclosure should ensure that investors
are able to
       understand how and when the terms of the business combination evolved
during
       negotiations and why MGO's board approved the business combination with
Heidmar.
The Business Combination
Opinion of Newbridge
Discounted Cash Flow Analysis, page 97

10.    With regards to the discounted cash flow analysis of Newbridge discussed
on page 97,
       provide expanded disclosure explaining how the discount rate and
perpetuity growth
       rate was determined and deemed to be appropriate.
11.    We note that    [t]he assumptions for revenue growth and cashflow
margins between the
       fiscal years of 2027 and 2033 were determined by Newbridge following
discussions with
       the management teams of Heidmar and MGO.    Please include the
projections and
       material assumptions relied upon by Newbridge in rendering the fairness
opinion. Please
       disclose the growth rate Newbridge applied for projected future revenue
growth for 2022
       through 2024 and the basis for that growth rate. With respect to the
extended projections
       through 2033, please tell us your basis for not disclosing such
projections and the material
       assumptions and limitations underlying such projections for 2027 through
2033 and the
       basis for using a projected cash-flow margin that was 33% more
conservative than the
       margin suggested by Heidmar management. For example, please provide your
analysis as
       to whether such projections are material. In that regard, we note that
Newbridge relied on
       the financial projections prepared by Heidmar in order to prepare a
Discounted Cash Flow
       Analysis as part of its process for rendering its fairness opinion, and
as such, relied on
       such projections among other inputs.
Ancillary Documents and Related Agreements
Registration Rights Agreement, page 111

12.    We note that you will enter in a Registration Rights Agreement which
will require
       Holdings to register the resale under the Securities Act shares of your
common stock
       received by the Heidmar shareholders as consideration in the Business
Combination.
       Please revise to disclose the amount of shares of common stock which
will be subject to
       this registration statement.
Unaudited Pro Forma Condensed Combined Financial Information, page 121

13.    We note your unaudited pro forma condensed combined balance sheet was
prepared
       assuming the business combination had been consummated on December 31,
2023.
       However, the historical balance sheets of Heidmar Inc. and MGO Global
Inc. have been
       presented for different periods. Please revise to include pro forma
combined balance
       sheets in accordance with Rule 11-02(c) of Regulation S-X. To the extent
you update the
       financial statements for the six months ended June 30, 2024, please also
update the
       historical balance sheets for Heidmar and MGO Global Inc. in your
unaudited pro forma
       condensed combined balance sheet.
 September 18, 2024
Page 4
Pro Forma Transaction Accounting Adjustment, page 129

14.    We note adjustments E and L represent 34,628,091 Holdings Shares to be
issued to
       Heidmar stockholders at Closing. On page 41, you disclose that Heidmar
shares at closing
       are based on "...(a) the MGO Shares outstanding at Closing, times (b)
16.6667, divided by
       (c) the outstanding shares of Heidmar...." However, disclosures on the
cover sheet and
       elsewhere in the Registration Statement indicated that the Heidmar Share
Consideration is
       based on "...(a) the total number of MGO Shares outstanding immediately
prior to Closing
       on a fully diluted and as-converted basis, times (b) 16.6667...." Please
revise the
       disclosure for consistency.
15.    Please revise the disclosure for adjustment F to clearly disclose each
of the items included
       as transaction accounting adjustments. In this regard, we note certain
amounts under
       additional paid-in capital are referenced to adjustment F, such as
(8,050,940) and
       4,300,484, however the footnote does not explain these amounts clearly.
16.    Please provide income tax effect for Adjustments I, J and K identified
in the unaudited
       pro forma condensed combined statements of operations for the year ended
December 31,
       2023.
17.    Please identify transaction accounting adjustments, and the related tax
effects, for
       nonrecurring items that will not impact the results of the combined
entity beyond 12
       months after the business combination. Refer to Rule 11-02(a)(11)(i) of
Regulation S-X.
18.    You disclose pursuant to the Business Combination Agreement, the Heidmar
       Shareholders and MGO   s financial advisor will be issued Holdings
Shares if one of the
       following performance conditions are met: 2024 revenue, EBITDA or Net
Income equals
       or exceeds $45 million, $30 million or $25 million, respectively (the
Earnout Shares   ).
       Based on the terms of the Earnout Shares, these shares will be
classified within
       stockholders    equity upon issuance. In adjustments G, K and L, we note
you have
       adjusted your unaudited pro forma combined financial statements to
reflect the fair value
       of these shares as if they have been issued in stockholders' equity and
in the calculation of
       basic and diluted net income per share from common stockholders' from
continuing
       operations. Given the issuance of these shares are contingent on certain
performance
       conditions that have not yet been achieved, please provide the
authoritative guidance you
       have relied upon or revise your presentation.
Exhibits

19.    We note your non-consolidated subsidiaries have four credit facilities
with Macquarie
       Bank Limited. Please file the credit agreements as exhibits to your
registration statement
       pursuant to Item 601 of Regulation S-K or provide your analysis as to
why you believe
       you are not required to file such agreements.
 September 18, 2024
Page 5

        Please contact Joanna Lam at 202-551-3476 or Myra Moosariparambil at
202-551-3796
if you have questions regarding comments on the financial statements and
related matters. Please
contact Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with
any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:   Keith Billotti
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