.2

INDEX TO FINANCIAL STATEMENTS

Heidmar Inc.

Unaudited interim condensed consolidated balance sheets

As of June 30, 2024 and December 31, 2023

(Expressed in United States Dollars, except number of shares)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Inc.

Unaudited interim condensed consolidated statements of income

For the six-month periods ended June 30, 2024 and 2023

(Expressed in United States Dollars)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Inc.

Unaudited interim condensed consolidated statements of comprehensive income

For the six-month periods ended June 30, 2024 and 2023

(Expressed in United States Dollars)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Inc.

Unaudited interim condensed consolidated statements of changes in shareholders’ equity

For the six-month periods ended June 30, 2024 and 2023

(Expressed in United States Dollars, except number of shares)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Inc.

Unaudited interim condensed consolidated statements of cash flows

For the six-month periods ended June 30, 2024 and 2023

(Expressed in United States Dollars)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Heidmar Inc. (“HMI”) and its controlled subsidiaries (collectively, the “Company”) which engages in marine transportation services on an international basis that consists of five business activities: management services to pools of vessels that share operational costs and revenues (“pool management services”), commercial management services for individual vessels (“commercial management services”), sale and purchase services for vessels, which involves assisting clients with the buying and selling of ships (“S&P services”), technical management services for individual vessels (“technical management services”) and chartering of vessels through charter in and charter out (“charter in – charter out”). Heidmar Inc. was formed under the laws of Republic of Liberia on December 3, 1987 and redomiciled into the Republic of the Marshall Islands on December 4, 2006.

As of June 30, 2024, the unaudited interim condensed consolidated financial statements include Heidmar Inc. and the following controlled subsidiaries:

In addition, as of June 30, 2024, Heidmar Inc. owns 50% of the shares of BH Cape Holdings Pte. Ltd. and exercises joint control over this entity (Note 10).

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial reporting. These unaudited interim condensed consolidated financial statements have been prepared on the same basis and should be read in conjunction with the consolidated financial statements of Heidmar Inc. as of and for the years ended December 31, 2023 and 2022 (the “2023 Financial Statements”) included in the Registration Statement of Heidmar Maritime Holdings Corp. on Form F-4 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the six-months ended June 30, 2024 are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2024.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

A discussion of the Company’s significant accounting policies can be found in the 2023 Financial Statements. During the six-months ended June 30, 2024, the Company adopted the following accounting policies:

Trade Revenues - Commissions earned from services provided on sale and purchase (“S&P”) of vessels and management fees earned from technical management services.

Management fees from technical management services are earned for each vessel at a fixed rate per day. The Company’s technical management services have an established duration term of four years and either party can terminate the agreement if certain conditions are met. Trade revenues are recognized when earned and when it is probable that future economic benefits will flow to the Company and such benefit can be measured reliably.

The Company determined that its technical management service contracts consist of a single performance obligation of providing technical management services during the period of service and the revenue is recognized on a straight-line basis over the service period.

In a sales and purchase service contract, the performance obligation is typically the brokerage service fee to facilitate the sale or purchase of a vessel. This involves finding a buyer or seller, negotiating terms, and closing the transaction. Commissions arising from the S&P services are considered as earned and are recognized at the point in time when the sale transaction has been completed and the ownership of the vessel has been transferred to the new owner and therefore the performance obligation is satisfied.

Business Acquisitions & Asset Acquisitions: When the Company enters into an acquisition transaction, it determines whether the acquisition transaction is a purchase of an asset or a business based on the facts and circumstances of the transaction. In accordance with Topic 805, Business Combinations, the Company first evaluates whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets (Step one). If that threshold is met, the set of assets and activities is not a business. If the threshold is not met, the Company evaluates whether the set meets the definition of a business (Step two). To be considered a business, a set must include an input and a substantive process that together significantly contributes to the ability to create an output. All assets acquired and liabilities assumed in a business combination are measured at their acquisition date fair values. For asset acquisitions, the net assets acquired should be measured following a cost accumulation and allocation model under which the cost of the acquisition is allocated on a relative fair value basis to the qualifying assets acquired. Transaction costs associated with asset acquisitions are capitalized.

Goodwill and Intangible Assets: The goodwill represents the excess of the purchase consideration over the fair value of the net assets acquired in a business acquisition. The determination of the value of goodwill, net tangible and intangible assets arising from acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of net tangible and intangible assets acquired, and liabilities assumed and the excess purchase price over net assets acquired to goodwill. Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. The goodwill is considered to be impaired if the Company determines that the carrying value of our one reporting unit exceeds its respective fair value. No impairment charge was recorded for the six-months ended June 30, 2024.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The quantitative assessment for goodwill requires the Company to estimate the fair value of the Company’s one reporting unit using either an income or market approach or a combination thereof.

The Company’s indefinite live Trademark is reviewed for impairment by performing a quantitative analysis, which occurs annually in the fourth quarter or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

Recoverability is measured by a comparison of the carrying amount to future net discounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charge was recorded for the six-month period ended June 30, 2024.

Amortizable intangible asset includes the Technical license management. Amortization is calculated on a straight-line basis over the estimated useful life of the asset. Amortization for licenses commences upon market launch. Amortization for assets acquired commences upon acquisition. Technical license management is amortized over a 16-year period.

Amortizable intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to future net undiscounted cash flows expected to be generated by the associated asset. If such assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible assets. No impairment charge was recorded for the six-month period ended June 30, 2024.

Acquisition Installments Payable: Upon the completion of an acquisition, the Company may record an acquisition installment payable. Acquisition installments payables, which are fixed future payments, are recorded at their net present value. Accretion of interest expense attributable to the acquisition installments payable is recorded as a component of finance costs.

Investments in joint ventures: The Company’s investments in joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company evaluates its investments in joint ventures for impairment when events or circumstances indicate that the carrying value of such investments may have experienced other than temporary decline in value below their carrying value. If the estimated fair value is less than the carrying value and is considered other than a temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the accompanying unaudited interim consolidated statements of income. No impairment charge was recorded for the six-month period ended June 30, 2024.

Profit and Loss Sharing agreement:

During the six-month periods ended June 30, 2024 and 2023, the accrued interest costs of the profit and loss sharing agreement (the “Agreement”) entered into for one vessel described in Note 10 of the 2023 Financial Statements relating to Assignee A, based on the effective interest method, were $77,117 and nil and are presented under “Finance costs, related party” in the accompanying unaudited interim condensed consolidated statements of income.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Payables to Assignee A, which mainly includes the working capital provided from the Assignee A for the operations of the vessel and the recognized interest cost, are analyzed as follows:

Transactions with the Non-consolidated Pool Subsidiaries: The Company earns management fees and commissions from its wholly-owned subsidiaries, to which HMI provides pool management services, that are not controlled by HMI, but rather by the participants in the pools pursuant to the one vote-per-vessel contractual arrangements between HMI and the participants in the pools (the “Non-consolidated Pool Subsidiaries”). The amounts earned for the six-months ended June 30, 2024 and 2023 are included in “Trade revenues, related parties” in the accompanying unaudited interim condensed consolidated statements of income and are analyzed as follows:

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Receivables from the Non-consolidated Pool subsidiaries are included in “Receivables from related parties” in the accompanying unaudited interim condensed consolidated balance sheets and consist of receivables related to unpaid management fees, commissions earned from the Non-consolidated Pool Subsidiaries and amounts paid for expenses of the Non-consolidated Pool Subsidiaries on behalf of them. Payables to the Non-consolidated Pool Subsidiaries are included in “Payables to related parties” in the accompanying unaudited interim condensed consolidated balance sheets and mainly consist of revenue collected by Heidmar Inc. on behalf of the Non-consolidated Pool Subsidiaries. As of June 30, 2024 and December 31, 2023, the Company’s receivables from/ payables to Non-consolidated Pool subsidiaries consisted of:

Revenues of the Non-consolidated Pool Subsidiaries, costs and expenses applicable to revenues of the Non-consolidated Pool Subsidiaries, net income of the Non-consolidated Pool Subsidiaries for the six-month period ended June 30, 2024 and 2023 and current and total assets of the Non-consolidated Pool subsidiaries, current and total liabilities of the Non-consolidated Pool subsidiaries as of June 30, 2024 and December 31, 2023 are presented below:

Transactions with syndication partner:

Receivables and Syndication income, related party from the Syndication partner consist of balances with Heidmar Trading LLC. (“Syndication partner”), an entity that is controlled by one of our shareholders.

Syndication income, related party

Syndication income, related party amounting to $649,722 and $6,849,173 for the six-months ended June 30, 2024 and 2023, respectively, represents the variable remuneration relating to the operating results of the two vessels under the syndication agreements, as described in Note 2 of the 2023 Financial Statements. The syndication agreement for one vessel ended in April 2023 and for the second one in March 2024.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Receivable from syndication partner: Receivable from syndication partner of $6,353,794 and $5,261,008 as at June 30, 2024 and December 31, 2023, respectively, mainly includes amounts due from the syndication partner relating to the syndication result and advances for expenses paid on behalf of the syndication partner and is included in “Receivables from related parties” in the accompanying unaudited interim condensed consolidated balance sheets.

Payables to shareholder: Payables to shareholder consist of amounts paid by one of the shareholders, Maistros Shipinvest Corp., for working capital purposes with regards to the operations of the newly established office in Dubai. The balance as of both June 30, 2024 and December 31, 2023 was $5,239,219. This balance is unsecured, with no fixed payment terms, interest free and repayable upon demand.

The amounts shown in the accompanying unaudited interim condensed consolidated balance sheets are analyzed as follows:

The Company recognized depreciation expense of $14,620 for property and equipment for the six-months ended June 30, 2024 and it is included under “Depreciation” in the accompanying unaudited interim condensed consolidated statement of income.

During the six months ended June 30, 2024, the Company purchased furniture and office equipment amounted to $265,367 for the offices in Greece and Hong Kong (Note 7).

HMI serves as a holding company for a group of companies primarily engaged in the international operation of ships. Generally, income from the international operation of ships is subject to preferential tax regimes in the countries where the ship owning or operating companies are incorporated and exempt from income tax in other countries where the ships call due to the application of income tax treaties or, in the case of the United States, treaties or Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”). Among other things, in order to qualify, the Company must be incorporated in a country, which grants an equivalent exemption to U.S. corporations and must satisfy certain qualified ownership requirements.

Income earned by the Company organized outside of the United States that is not derived in connection with the international operation of ships (as such term is defined by Section 883 of the Code and the regulations promulgated there under) or earned in countries without preferential tax regimes is subject to income tax in the countries where such income is earned. Section 887 of the Code imposes a 4% gross basis tax on U.S. source gross transportation income (“USSGTI”). USSGTI is 50% of the gross revenue derived from voyages that begin or end in the United States. The Non-consolidated Pool Subsidiaries of the Company earn USSGTI. The Non-consolidated Pool Subsidiaries are incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, these subsidiaries are not subject to income tax. The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax. In addition, these subsidiaries satisfy one of the ownership tests required by Section 883 and are therefore exempt from U.S. income tax on their transportation income derived from the operation of their chartered vessels to or from U.S. ports.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Uncertain tax positions are evaluated under the more likely-than-not threshold for financial statement recognition and measurement for tax positions taken or expected to be taken in a tax return. The Company reviews its tax positions annually and adjusts its tax reserve balances as more information becomes available. No such reserve was deemed necessary as of June 30, 2024 and December 31, 2023.

The Company through its subsidiaries operates in various jurisdictions and generates taxable income (if any). Current tax is recognized at the amount of tax payable using the tax rates and laws that have been enacted by the balance sheet date. For the six month periods ended June 30, 2024 and 2023 no taxable profits existed.

There were no income tax benefits/(expenses) for the six-months ended June 30, 2024 and 2023.

Trade Revenues for the six-months ended June 30, 2024 and 2023 consist of the following items:

Time charter revenues for the six-months ended June 30, 2024 and 2023 consist of the following items:

As of June 30, 2024, one vessel was employed under time charter agreement with remaining tenor of 0.8 years.

As of June 30, 2024 and December 31, 2023 there were no voyage expenses incurred between the contract date and the date of the vessel’s arrival to the load port and no unearned revenue related to undelivered performance obligations.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Greece Office lease

In December 2020 the Company entered into a lease agreement in the south suburbs of Athens with an effective date of January 1, 2021, and for a lease term of 3 years.

In December 2023 the Company entered into a new lease agreement with an effective date of February 11, 2024, and for a lease term of 3 years and the previous lease agreement in the south suburbs of Athens was terminated on December 31, 2023.

Singapore Office lease

In May 2023 the Company terminated the office lease and entered into a new lease agreement for a term period of 1 year and 10 months effective June 1, 2023 at a new office site in Singapore.

Hong Kong Office lease

In April 2024, the Company entered into a new lease agreement in Hong Kong with an effective date of April 17, 2024, and for a lease term of 3 years.

The Company determined the Greece, Singapore and Hong Kong office leases to be operating leases and recorded the related right-of-use-assets within “Right-of-use assets from operating leases” and the lease liabilities within “Operating lease liabilities, current portion” and “Operating lease liabilities, non-current portion” in the accompanying unaudited interim condensed consolidated balance sheets and the lease expenses within “Operating lease expenses” in the accompanying unaudited interim condensed consolidated statements of income.

Dubai Office lease

In May 2023 the Company entered into a lease agreement in Dubai with an effective date of June 16, 2023, and for a lease term of 1 year.

The Company determined the office lease of Dubai to be operating lease. Leases that have an original term of 12 months or less are not recognized on the Company’s consolidated balance sheet, and the lease expense related to those short-term leases is recognized over the lease term within “Operating lease expenses” in the accompanying unaudited interim condensed consolidated statements of income.

Charter-in vessels

During the year ended December 31, 2022, the Company time chartered-in two vessels that were delivered to the Company in October 2022 with a duration of 8 and 12 months, respectively with no option and one year option period, respectively. The charter-in contracts expired during the year ended December 31, 2023. Therefore, these operating leases were excluded from operating lease right-of-use asset and lease liability recognition on Company’s unaudited interim condensed consolidated balance sheets.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

In August 2023, the Company entered into a time charter agreement with a vessel owner to lease a bulk carrier vessel for an initial lease term of 7 months for $10,425 per day with an additional 9-month optional period. On August 18, 2023 the vessel was delivered to the Company. In May 2024, the vessel was redelivered to her owner. Therefore, this operating lease was excluded from operating lease right-of-use asset and lease liability recognition on Company’s unaudited interim condensed consolidated balance sheets.

Charter hire expenses for three vessels time chartered in, that are excluded from operating lease right-of-use asset and lease liability recognition due to original duration of not more than one year, were as follows:

In August 2022 the Company entered into a time charter agreement with a vessel owner to lease one vessel for an initial lease term of 2 years with an additional 1-year option that the Company immediately exercised.

The Company determined this lease to be an operating lease and recorded the related right-of-use-asset within “Right-of-use assets from operating leases” and the lease liabilities within “Operating lease liabilities, current portion” and “Operating lease liabilities, non-current portion” in the accompanying unaudited interim condensed consolidated balance sheet and the operating lease expenses within “Operating lease expenses” in the accompanying unaudited interim condensed consolidated statements of income.

Charter-out vessels

During the six-months ended June 30, 2024, the Company has earned income from chartering out one vessel that was chartered-in with original term of 12 months or less, while during the six-months ended June 30, 2023 has earned income from chartering out two vessels that were chartered-in with original term of 12 months or less. For the six-months ended June 30, 2024 and 2023, the specific time charter revenue amounted to $2,059,448 and $6,702,027, respectively and is included in “Time charter revenues” in the accompanying unaudited interim condensed consolidated statements of income.

The Company has earned income from chartering out one vessel that has been chartered under a time charter agreement entered into in August 2022 for a period of 20-24 months plus 1 year in Charterer’s Option. For the six-months ended June 30, 2024 and 2023, the time charter revenue amounted to $6,552,000 and $4,103,100, respectively and is included in “Time charter revenues” in the accompanying unaudited interim condensed consolidated statements of income.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Right-of-use assets and lease liabilities as of June 30, 2024 and December 31, 2023 were as follows:

The aggregate future lease payments for the Company’s operating leases as of June 30, 2024 were as follows:

The table below presents the components of the Company’s lease expenses.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Details of the Company’s profit and loss sharing agreements are discussed in Note 10 of the 2023 Financial Statements.

Payables to sharing partner and assignees within current liabilities in the unaudited interim condensed consolidated balance sheets are analyzed as follows:

As of June 30, 2024, and December 31, 2023, the balance of $972,089, representing the upfront cash payment received from the Company in 2022 relating to the Sharing agreement has been included in “Payables to sharing partner” under the non-current liabilities, in the accompanying unaudited interim condensed consolidated balance sheets, since the repayment date is due at the end of the agreement in July 2025.

During the six-month periods ended June 30, 2024 and 2023, the accrued interest costs of the Sharing agreement and the Agreement, based on the effective interest method, were $1,050,213 and $569,875, respectively, and are presented under “Finance costs” and “Finance costs, related party”, in the accompanying unaudited interim condensed consolidated statements of income.

On March 13, 2024, Heidmar Inc. signed an agreement with Huwell Ship Management Limited for the acquisition of 100% shares of Landbridge Ship Management (HK) Limited (“LBSM”), a company incorporated in Hong Kong in 2018, for a total consideration of $0.8 million. LBSM provides technical management services to tanker and bulker vessels. Upon the acquisition, control was obtained of the company, whereby Heidmar Inc. expanded its operations to technical management services for individual vessels.

The Company performed an assessment, as defined under ASC 805, Business Combinations, and concluded that the acquisition of LBSM is an acquisition of a business. Goodwill is recognized as the excess of the consideration transferred over the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed. Synergies and other benefits that are expected from the combination are considered in the measurement of goodwill as part of the consideration transferred. The goodwill arising from the acquisition mainly comprises the synergies expected by combining the knowledge of the commercial and the technical management operations of Heidmar Inc. and LBSM.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

The following table summarizes the total consideration paid for LBSM and the allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed, if any, at the acquisition date:

As of June 30, 2024, an amount of $351,148 represents the outstanding purchase consideration, which will be settled in monthly installments until August 2026. During the six-months ended June 30, 2024, an amount of $37,500 was paid related to the acquisition installments, which included a finance cost of $3,492. As of June 30, 2024, the future acquisition installments payable in respect of LBSM acquisition, were as follows.

As of June 30, 2024, Intangible Assets, net were as follows:

The balance for amortizable intangible assets as of June 30, 2024 is detailed below:

The amount relating to accretion of interest expense attributable to the acquisition installments payable recorded in finance costs for the six month period ended June 30, 2024 was $3,492.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Revenues and net loss of LBSM for the period from the acquisition date to June 30, 2024 are $114,372 and $117,139, respectively.

The following table represents the pro forma revenues and net income assuming the acquisition of LBSM occurred on January 1, 2023.

On January 18, 2024, Heidmar Investments LLC, a subsidiary of HMI, entered into a joint venture agreement with Bainbridge Navigation Pte. Ltd. (“Bainbridge”) based on which a new company named BH Cape Holdings Pte. Ltd. (“BH Cape Holdings”) was formed equally owned by Bainbridge and Heidmar Investments LLC. Bainbridge is a company incorporated under the laws of Singapore engaging in the chartering of dry bulk vessels worldwide.

The shares of BH Cape Holdings were issued with no par value, and Heidmar Investments LLC and Bainbridge made no contributions and no funds were transferred by the joint venture parties since BH Cape Holdings had no operations during the first half of 2024. BH Cape Holdings began operations during the third quarter of 2024 with the chartering of one vessel. The newly formed company operates in the commercial management of bulk carrier vessels worldwide. Under the joint venture agreement Heidmar and Bainbridge will each have a 50% share in the net results of BH Cape Holdings. The board of BH Cape Holdings comprises of four directors, two directors from each of HMI and Bainbridge. Following the joint venture agreement, BH Cape Holdings meets the definition of a joint venture in accordance with the provisions of the ASC 323-10, “Investments—Equity Method and Joint Ventures”. Heidmar Inc. exercises joint control over BH Cape Holdings since all strategic decisions, including the approval of the budget, require the unanimous approval and consent of all four directors of BH Cape Holdings.

Fixed Time Charter Commitments

We had the following future minimum fixed time charter hire and sub-lease receipts based on non-cancelable long-term fixed time charter contracts and sub-leases as of June 30, 2024:

Contingencies

In the ordinary course of operations, the Company becomes party to various claims initiated by charterers, ship owners, and other parties. The Company believes the ultimate settlement of such claims is adequately provided for by insurance or provisions included in the unaudited interim condensed consolidated financial statements such that their ultimate outcome will not have a material effect on the Company’s consolidated business, financial position, or results of operations, although there is an inability to predict with certainty the ultimate outcome of such claim. The Company is not aware of any such claims which should be disclosed, or for which a provision should be established in the unaudited interim condensed consolidated financial statements.

Heidmar Inc.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

(Expressed in United States Dollars)

Basic and diluted earnings per share is presented below.

The carrying values of cash and cash equivalents, receivables from related parties, other receivables, payables to vessel owners, accounts payable and payables to related parties are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Cash and cash equivalents are considered Level 1 items as they represent liquid assets with short-term maturities. The fair value of identifiable intangible assets were based on valuations using the income approach , inputs which would be considered Level 3 under the fair value hierarchy. The valuation methodology and the significant unobservable inputs are set out below.

Subsequent events have been evaluated through November 15, 2024, the date the unaudited interim condensed financial statements were available to be issued.

On June 20, 2024, MGO Global Inc. (NASDAQ:MGOL), a digitally-native, lifestyle brand portfolio company, (“MGO”, “MGO Global”, and the Company entered into an agreement for a business combination. Subject to approval by the shareholders of MGO and completion of the proposed transaction, the combined company will operate under the Heidmar name, will be a wholly-owned subsidiary of Heidmar Maritime Holdings Corp., an entity which, on closing of this transaction, will be listed on the Nasdaq Capital Market under the symbol “HMAR”. As of June 30, 2024, the transaction has not closed. In connection with this transaction, accrued general and administrative expenses amounting to $100,000 have been recorded in these unaudited interim condensed financial statements.