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CORRESP
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 HEIDMAR MARITIME HOLDINGS CORP.
 89 Akti Miaouli
 Piraeus 18538, Greece
 Tel: +30 216 002 4900

 June 18, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549

 Attention: Anuja Majmudar

 Re:

 Heidmar Maritime Holdings Corp.
 Registration Statement on Form F-1 (File No. 333-287869)

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1,
 that was originally filed with the U.S. Securities and Exchange Commission on June 9, 2025, as may thereafter be amended, be accelerated so that it will be made effective at 9:00 AM Eastern Time on Friday, June 20, 2025, or as soon thereafter as
 practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the “ Act ”).

 The undersigned registrant is aware of its obligations under the Act.

 Should you have any questions regarding this request, please do not hesitate to contact Keith J. Billotti, Esq. of Seward &
 Kissel LLP, counsel to the undersigned registrant, at (212) 574-1200.

 Yours truly,

 HEIDMAR MARITIME HOLDINGS CORP.

 By:

 /s/ Pankaj Khanna

 Name: Pankaj Khanna

 Title: Chief Executive Officer and Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

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

 Re: Heidmar Maritime Holdings Corp.
 Draft Registration Statement on Form F-1
 Submitted April 1, 2025
 File No. 377-07850
Dear Pankaj Khanna:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Keith Billotti
</TEXT>
</DOCUMENT>

CORRESP
1
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CORRESP

 HEIDMAR MARITIME HOLDINGS CORP.

89 Akti Miaouli

 Piraeus
18538, Greece

 February 4, 2025

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Heidmar Maritime Holdings Corp.

 
 Registration Statement on Form F-4 (No. 333-284004), as amended

 Ladies and Gentlemen:

The undersigned registrant hereby requests that the effectiveness of the above-captioned Form F-4
Registration Statement that was initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 23, 2024, be accelerated so that it will be made effective at 5:30 p.m. Eastern Standard Time on
February 4, 2025 or as soon thereafter as practicable, pursuant to Rule 461(a) under the Securities Act of 1933, as amended (the “Act”).

The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective,
does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The
undersigned registrant is aware of its obligations under the Act.

 Should you have any questions regarding this request, please do not
hesitate to contact Keith Billotti of Seward & Kissel LLP, counsel to the undersigned registrant, at (212) 574-1274.

 Yours truly,

Heidmar Maritime Holdings Corp.

By:

/s/ Pankaj Khanna

Name:

Pankaj Khanna

Title:

Chief Executive Officer

CORRESP
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CORRESP

 Heidmar Maritime Holdings Corp.

89 Akti Miaouli

 Piraeus
18538, Greece

 VIA EDGAR

 January 28, 2025

 U.S. Securities & Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street, NE

 Washington, D.C. 20549

Re:
 Heidmar Maritime Holdings Corp.

Amendment to Registration Statement on Form F-4

Submitted January 17, 2025

CIK No. 0002029471

 Dear
Ms. Majmudar:

 We thank you for the letter, dated January 24, 2025 (the “Staff’s Letter”), from the staff
of the Securities and Exchange Commission (the “Staff”) regarding the abovementioned Registration Statement on Form F-4 (the “Registration Statement”) of Heidmar Maritime
Holdings Corp. (the “Company”, “we”, “us” or “our”). This letter is in response to the Staff’s Letter. For convenience, we have restated each of the Staff’s comments below
in bold text, followed by our response. We are concurrently filing with this letter Amendment No. 2 to the Registration Statement (the “Second Amended Registration Statement”). Capitalized terms used, but not defined, in this
letter have the meaning ascribed to such terms in the Amended Registration Statement.

 Amendment to Registration Statement on Form F-4

 Cover Page

1.
 We note your response to prior comment 1. Please revise to disclose that holders will not know at the time
of the vote the number of Holdings shares that they will receive, although the relative ownership of the MGO stockholders and Heidmar stockholders will remain unchanged, if true.

In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Second Amended Registration Statement
to clarify that MGO Stockholders will not know at the time of the vote the number of Holdings Shares that they will receive, although the relative percentage ownership of the MGO Stockholders and Heidmar Shareholders will remain unchanged.

Effect of the Business Combination, page 96

2.
 Refer to the fourth paragraph of this section. We note your disclosure that the exchange ratio will likely
result in an expected initial trading price below Nasdaq’s standards. It is unclear why you are using an exchange ratio that is in your estimation unlikely to meet the initial trading price. Please clarify and revise as necessary.

 1

 January 28, 2025

Page 2

 In response to the Staff’s comment, the Company has revised its disclosure on page 98 of
the Second Amended Registration Statement to clarify that the purpose of the exchange ratio is to calculate the agreed upon allocation of Holdings Shares issued at the Closing between MGO on the one hand and the Heidmar Shareholders (and MGO’s
financial advisor) on the other. As further disclosed on page 98, Heidmar will target an initial trading price of approximately $10.00 per share in order to achieve Heidmar’s target trading price, satisfy Nasdaq’s listing standards and
facilitate efficient trading on the public markets. Accordingly, the Business Combination Agreement allows Heidmar, in its sole discretion, to reduce the number of Holdings Shares to be issued to the MGO Stockholders and the Heidmar Shareholders
(and MGO’s financial advisor) on a proportionate basis (through the Issuance Ratio as defined on page 2 of the F-4) in order to facilitate meeting an appropriate trading price.

3.
 We note five scenarios presented in the table at page 97. Please expand the existing table or include an
additional table to convey more clearly (i) how the number of shares to be issued will change based on differing market prices of MGO shares and (ii) the resulting initial trading price per share under each scenario. Provide similar
tabular disclosures in the prospectus summary as well.

 In response to the Staff’s comment, the Company has
revised its disclosure on pages 99 and 100 of the Second Amended Registration Statement to include additional disclosure and a table which sets forth how the number of Holdings Shares to be issued at the Closing will change based on different market
prices of the MGO Shares and Issuance Ratios employed by Heidmar, as well as the indicative trading price of the Holdings Shares in each scenario. The Company has also added this disclosure to the Summary on page 22.

General

4.
 Please update your disclosure throughout the registration statement, including your pro forma information,
as necessary, to reflect the results of the MGO stockholder vote on January 24, 2025.

 In response to the
Staff’s comment, the Company has revised its disclosure throughout the Second Amended Registration Statement, including the pro forma financial statements, to reflect the results of the MGO stockholder vote on January 24, 2025. Since on January
24, 2025, the Special Meeting of Stockholders of MGO approved the exercisability of the Common Warrants, the Company believes that the cashless exercise in exchange for a number of MGO shares is probable and therefore has taken the cashless exercise
into account in the determination of the estimated number of MGO shares expected to be outstanding at Closing and in the determination of the purchase consideration within the pro forma financial information. In addition, in the valuation of the
purchase consideration in the pro forma financial information, the closing market price of MGO’s publicly traded stock has not been used since it may not yet reflect the potential dilution resulting from the expected issuance of 45,163,739 MGO
shares upon the cashless exercise of the Common Warrants (which number of MGO Shares is subject to change based on the final Reset Price and the cash exercise of Common Warrants (if any)). Instead, the Company has used the implied fair value per MGO
Share of $0.10 calculated based on the most recent equity transaction of MGO (the Offering of Units conducted in December 2024). At Closing, the purchase consideration is expected to be valued based on the market price of MGO’s publicly traded
stock, which is expected to reflect any potential dilution from the issuance of MGO shares upon the cashless exercise of the Common Warrants. Therefore, the final purchase consideration and goodwill recognized will be impacted by the market price of
MGO’s publicly traded stock at Closing.

 If you have any questions or comments concerning the enclosed, please feel free to contact
the undersigned at (212) 574-1275 (billotti@sewkis.com) or Holt Goddard at (212) 574-1250 (goddard@sewkis.com).

 2

 January 28, 2025

Page 3

Sincerely,

 /s/ Keith J. Billotti

Keith J. Billotti

 3

January 24, 2025
Pankaj Khanna
Chief Executive Officer and Director
Heidmar Maritime Holdings Corp.
89 Akti Miaouli
Piraeus 18538, Greece
Re:Heidmar Maritime Holdings Corp.
Amendment No. 1 to Registrant Statement on Form F-4
Filed January 17, 2025
File No. 333-284004
Dear Pankaj Khanna:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 10, 2025 letter.
Amendment to Registration Statement on Form F-4
Cover Page
1.We note your response to prior comment 1. Please revise to disclose that holders will
not know at the time of the vote the number of Holdings shares that they will receive,
although the relative ownership of the MGO stockholders and Heidmar stockholders
will remain unchanged, if true.
Effect of the Business Combination, page 96
2.Refer to the fourth paragraph of this section. We note your disclosure that the
exchange ratio will likely result in an expected initial trading price below Nasdaq's
standards. It is unclear why you are using an exchange ratio that is in your estimation
unlikely to meet the initial trading price. Please clarify and revise as necessary.

January 24, 2025
Page 2
3.We note five scenarios presented in the table at page 97.  Please expand the existing
table or include an additional table to convey more clearly (i) how the number of
shares to be issued will change based on differing market prices of MGO shares and
(ii) the resulting initial trading price per share under each scenario. Provide similar
tabular disclosures in the prospectus summary as well.
General
4.Please update your disclosure throughout the registration statement, including your
pro forma information, as necessary, to reflect the results of the MGO stockholder
vote on January 24, 2025.
            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

CORRESP
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CORRESP

 Heidmar Maritime Holdings Corp.

89 Akti Miaouli

 Piraeus
18538, Greece

 VIA EDGAR

 January 17, 2025

 U.S. Securities & Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street, NE

 Washington, D.C. 20549

Re:
 Heidmar Maritime Holdings Corp.

Registration Statement on Form F-4

Registration No. 333-284004

Submitted December 20, 2024

CIK No. 0002029471

 Dear
Ms. Majmudar:

 We thank you for the letter, dated January 10, 2025 (the “Staff’s Letter”), from the staff
of the Securities and Exchange Commission (the “Staff”) regarding the abovementioned Registration Statement on Form F-4 (the “Registration Statement”) of Heidmar Maritime
Holdings Corp. (the “Company”, “we”, “us” or “our”). This letter is in response to the Staff’s Letter. For convenience, we have restated each of the Staff’s comments below
in bold text, followed by our response. We are concurrently filing with this letter Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). Capitalized terms used, but not defined, in this letter have the
meaning ascribed to such terms in the Amended Registration Statement.

 Registrant Statement on Form F-4

 Effect of the Business Combination, page 92

1.
 We note your revised disclosure at page 100 and elsewhere in the prospectus that you may make any changes
necessary to satisfy Nasdaq listing requirements and to facilitate efficient trading. It is unclear what changes are contemplated; whether they may be material changes; and whether, when, and how you intend to communicate information regarding any
such changes. In this regard, it is not clear how your revised disclosure that you will make any changes that are necessary satisfies your disclosure obligations.

In response to the Staff’s comment, the Company has revised its disclosure regarding the number of Holdings Shares to be issued throughout
the F-4 and has explained the process and effects in particular detail on pages 6-7 and 96-97 of the Amended Registration Statement.

 1

 January 17, 2025

 Page
 2

 Unaudited Pro Forma Condensed Combined Financial Information

Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page 140

2.
 You disclose that Heidmar expects to pay to its shareholders a dividend immediately prior to the Closing
equal to the amount by which its combined cash and accounts receivable exceeds $10 million. Adjustment I included in the pro forma balance sheet is $10 million, rather than the amount that exceeds the combined cash and accounts receivable
balances at June 30, 2024. Please clarify why the adjustment is $10 million and revise if necessary. In addition, please remove brackets around numbers in your footnote disclosures.

In response to the Staff’s comment, the Company respectfully advises the Staff that Heidmar’s pre-closing dividend will be calculated
based on the total combined amount of cash and accounts receivable at Heidmar as of Closing, less certain payables. These payables include amounts due to vessel-owning companies under commercial management and payables to shareholders. As of June
30, 2024, Heidmar’s balance sheet reflected cash and receivables of $29.2 million and relevant payables of $9.2 million. After subtracting $9.2 million in relevant payables from the total cash and receivables of $29.2 million, and then
deducting $10 million, $10 million remains available for distribution. The Company has revised its disclosure on page 149 of the Amended Registration Statement to describe in greater detail the calculation of the pre-Closing dividend.

Exhibits

3.
 We note that the Form of Consulting Agreements are to be included as Exhibits C, D and E to the First
Amendment to the Business Combination Agreement but have been omitted. Please file with your next amendment.

 In
response to the Staff’s comment, the Company has included the Consulting Agreements as exhibits to the First Amendment to the Business Combination Agreement.

General

4.
 Where applicable throughout your filing, please revise to provide updated disclosures for your most recently
completed fiscal year. For example, please update to disclose executive compensation as of the most recently completed fiscal year.

In response to the Staff’s comment, the Company has revised its disclosure on page 208 of the Amended Registration Statement to provide
compensation disclosure for Heidmar for 2024 and has updated disclosures about Heidmar’s business in the section entitled “Information About Heidmar.”

If you have any questions or comments concerning the enclosed, please feel free to contact the undersigned at (212) 574-1275 (billotti@sewkis.com) or Holt Goddard at (212) 574-1250 (goddard@sewkis.com).

Sincerely,

 /s/ Keith J. Billotti

Keith J. Billotti

 2

January 10, 2025
Pankaj Khanna
Chief Executive Officer and Director
Heidmar Maritime Holdings Corp.
89 Akti Miaouli
Piraeus 18538, Greece
Re:Heidmar Maritime Holdings Corp.
Registrant Statement on Form F-4
Filed December 23, 2024
File No. 333-284004
Dear Pankaj Khanna:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Effect of the Business Combination, page 92
1.We note your revised disclosure at page 100 and elsewhere in the prospectus that you
may make any changes necessary to satisfy Nasdaq listing requirements and to
facilitate efficient trading. It is unclear what changes are contemplated; whether they
may be material changes; and whether, when, and how you intend to communicate
information regarding any such changes.  In this regard, it is not clear how your
revised disclosure that you will make any changes that are necessary satisfies your
disclosure obligations.

January 10, 2025
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 140
2.You disclose that Heidmar expects to pay to its shareholders a dividend immediately
prior to the Closing equal to the amount by which its combined cash and accounts
receivable exceeds $10 million. Adjustment I included in the pro forma balance sheet
is $10 million, rather than the amount that exceeds the combined cash and accounts
receivable balances at June 30, 2024. Please clarify why the adjustment is $10 million
and revise if necessary. In addition, please remove brackets around numbers in your
footnote disclosures.
Exhibits
3.We note that the Form of Consulting Agreements are to be included as Exhibits C, D
and E to the First Amendment to the Business Combination Agreement but have been
omitted. Please file with your next amendment.
General
4.Where applicable throughout your filing, please revise to provide updated disclosures
for your most recently completed fiscal year. For example, please update to disclose
executive compensation as of the most recently completed fiscal year.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
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CORRESP

 Heidmar Maritime Holdings Corp.

89 Akti Miaouli

 Piraeus
18538, Greece

 VIA EDGAR

 December 20, 2024

 U.S. Securities & Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street, NE

 Washington, D.C. 20549

Re:
 Heidmar Maritime Holdings Corp.

Amendment No. 2 to Draft Registrant Statement on Form

F-4 Submitted November 15, 2024

CIK No. 0002029471

 Dear
Ms. Majmudar:

 We thank you for the letter, dated December 2, 2024 (the “Staff’s Letter”), from the staff
of the Securities and Exchange Commission (the “Staff”) regarding the abovementioned Amendment No. 2 to the Draft Registration Statement on Form F-4 (the “Draft Registration
Statement”) of Heidmar Maritime Holdings Corp. (the “Company”, “we”, “us” or “our”). This letter is in response to the Staff’s Letter. For convenience, we have
restated each of the Staff’s comments below in bold text, followed by our response. In addition, we are providing a supplemental response to Comment #18 in the Staff’s letter dated September 18, 2024, which is set forth after the
responses to this letter. We are concurrently filing with this letter the registration statement of the Company on Form F-4 (the “Registration Statement”). Capitalized terms used, but not defined, in
this letter have the meaning ascribed to such terms in the Registration Statement.

 Amendment No. 2 to Draft Registrant Statement on Form F-4

 What vote is required to approve the proposals, page 6

1.
 We note your response to prior comment 1. Please continue to update your disclosure to reflect the status of
the contemplated amendment described in your revisions. In this regard, please also note that your Background of the Business Combination section should also be updated to reflect any negotiations that may occur. Additionally, please ensure that
your updated disclosure clearly explains the meaning of the term “minimum percentage” with respect to the voting agreements.

In response to the Staff’s comment, the Company has revised its disclosure on pages 7, 18, 20-21, 44, and 121 of the Registration
Statement to provide the terms of the completed amendment to the Business Combination Agreement and to update the effect that agreement and the Voting and Support Agreements will have on the shareholder votes that will occur at the Special Meeting.
The Company has also added disclosure

 1

 December 20, 2024

Page 2

 to pages 99-100 of the Registration
Statement to provide disclosure regarding the negotiations on the amendment to the Business Combination Agreement. The Company further advises the Staff that its updated disclosure no longer uses the term “minimum percentage.”

Risk Factors, page 41

2.
 We note that following the closing of the Business Combination, the Heidmar Shareholders will enter into a
Shareholders Agreement which will govern their rights as controlling shareholders of Holdings. Provide risk factor disclosure that specifically addresses the risks associated with this agreement and the preemptive rights that the Heidmar
Shareholders will have following the Business Combination.

 In response to the Staff’s comment, the Company has
added Risk Factor disclosure to pages 73-74 of the Registration Statement to address the risks of the agreement and the Heidmar Shareholders’ consent rights. The Company respectfully advises the Staff that the terms of the Shareholders
Agreement and the Company’s Organizational Documents will not grant preemptive rights to either of the Heidmar Shareholders. The Company has revised the heading reading “Preemptive Rights” above a subsection on page 196 of the
Registration Statement to read “Consent Rights” to avoid confusion.

 Supplemental Response to the Staff’s Letter of
September 18, 2024

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.

Following the amendment to the Business Combination Agreement, which among others, changed from 2024 to 2025 the fiscal year in which Holdings
must achieve certain financial milestones in order for the Heidmar Shareholders and MGO financial advisors to receive the Earnout Shares, we concluded that the Earnout Shares still qualify for equity classification. We
re-determined the fair value of the Earnout Shares to be a total of $7,695,603. Since the initial fair value of the Earnout Shares will need to be recorded by Holdings at the closing of the Business
Combination based on the authoritative guidance discussed in the Company’s response to the Staff’s comment No 6 in our response letter, dated November 15, 2024, we concluded that our estimate of the initial fair value of the
Earnout Shares will need to be reflected in the unaudited pro-forma combined financial statements taking into account that the achievement of one of the financial milestones is considered probable.

 2

 December 20, 2024

Page 3

 The initial fair value of the Earnout
Shares to be issued to Heidmar Shareholders amounting to $7,492,439 is reflected as a transaction accounting adjustment and increased expenses by $7,492,439 in the unaudited pro-forma combined statement of
operations for the 12-month period December 31, 2024 and increased additional paid-in capital and decreased retained earnings by $7,492,439 in the unaudited pro-forma combined balance sheet as of June 30, 2024.

 The initial fair value of the Earnout Shares
to be issued to the MGO’s financial advisor amounting to $203,164 is reflected as a transaction accounting adjustment and increased goodwill and equity by $203,164 in the unaudited pro-forma combined
balance sheet as of June 30, 2024.

 Because the Earnout Shares are contingently issuable based upon Holdings reaching specified
thresholds that have not yet been achieved, the Earnout Shares have been excluded from basic and diluted pro forma earnings per share.

 If
you have any questions or comments concerning the enclosed, please feel free to contact the undersigned at (212) 574-1275 (billotti@sewkis.com) or Holt Goddard at (212)
574-1250 (goddard@sewkis.com).

Sincerely,

/s/ Keith J. Billotti

Keith J. Billotti

 3

December 2, 2024
Pankaj Khanna
Chief Executive Officer and Director
Heidmar Maritime Holdings Corp.
89 Akti Miaouli
Piraeus 18538, Greece
Re:Heidmar Maritime Holdings Corp.
Amendment No. 2 to Draft Registrant Statement on Form F-4
Submitted November 15, 2024
CIK No. 0002029471
Dear Pankaj Khanna:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our October 17, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-4 submitted November 15,
2024
What vote is required to approve the proposals..., page 6
1.We note your response to prior comment 1. Please continue to update your disclosure
to reflect the status of the contemplated amendment described in your revisions.  In
this regard, please also note that your Background of the Business Combination
section should also be updated to reflect any negotiations that may occur.
Additionally, please ensure that your updated disclosure clearly explains the meaning
of the term "minimum percentage" with respect to the voting agreements.

December 2, 2024
Page 2
Risk Factors, page 41
2.We note that following the closing of the Business Combination, the Heidmar
Shareholders will enter into a Shareholders Agreement which will govern their rights
as controlling shareholders of Holdings.  Provide risk factor disclosure that
specifically addresses the risks associated with this agreement and the preemptive
rights that the Heidmar Shareholders will have following the Business Combination.
            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

October 17, 2024
Pankaj Khanna
Chief Executive Officer and Director
Heidmar Maritime Holdings Corp.
89 Akti Miaouli
Piraeus 18538, Greece
Re:Heidmar Maritime Holdings Corp.
Amendment No. 1 to Draft Registrant Statement on Form F-4
Submitted September 30, 2024
CIK No. 0002029471
Dear Pankaj Khanna:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our September 18, 2024 letter.
Amendment No. 1 to Draft Registrant Statement on Form F-4
Voting and Support Agreement, page 18
1.We note your response to prior comment 4, Specifically, you state that the affirmative
vote of only a small percentage, or perhaps none, of the MGO Shares that are held by
parties other than the MGO Principals or other parties to voting agreements will be
required to approve the Business Combination.  Please revise this section to provide
the percentage of shares held by the MGO Principals, and the vote required for
approval by parties other than the MGO Principals. Provide similar disclosure on the
cover page.  Please update this information in subsequent amendments, as necessary.

October 17, 2024
Page 2
The Business Combination
Background of the Business Combination, page 91
2.We note your response to prior comment 5. Please expand your disclosure at page 92
and at page 102 under "MGO’s Board of Directors’ Reasons for the Approval of the
Business Combination" to address how you considered the risks and challenges of
entering an industry where you do not have prior experience.
3.We note your response to our prior comment 6 and your disclosure stating that in late
2023, "Maxim was made aware that Heidmar was interested in pursuing a merger
with a public company."  Please revise your disclosure to clarify how Maxim was
made aware of Heidmar's interest in merging with a public company and the parties
involved in that discussion.
4.We note your response to our prior comment 8 and re-issue it in part.  You disclose
that the equity valuations of MGO and Heidmar were "based on the view of the MGO
Representatives of the amount of consideration MGO stockholders should receive in
the merger transaction and advice given to the MGO Representatives by Maxim who
has experience with transactions involving companies similar to Heidmar."  Revise to
provide specific details, including any quantitative and qualitative analysis
supporting the equity valuations.
5.We note your response to prior comment 9 and reissue. Please provide additional
detail regarding the substance of the referenced meetings, including the material terms
that were discussed, how positions differed, and how such differences ultimately were
resolved. In particular, we note your discussion of the negotiations from February 12,
2024 until June 18,2024 requires additional detail.
Unaudited Pro Forma Condensed Combined Financial Information, page 128
6.We note your response to comment 18. Please clarify how you have accounted for the
earnout shares to be issued to Heidmar Shareholders, and provide the authoritative
guidance that supports your accounting. In addition, tell us how you considered if
the issuance of the shares should be reflected in the pro forma financial statements and
revise the disclosure, if necessary.
Note 3. Estimated Purchase Price Consideration, page 133
7.Please revise to update MGO’s publicly traded stock price and the related disclosures
in future amendments. This comment also applies to applicable disclosures in Note 4.

October 17, 2024
Page 3
            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

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.
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 9.

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