Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On March 19, 2023, Home Plate Acquisition Corporation, a Delaware corporation ("Home Plate"), Home Plate Sponsor LLC, a Delaware limited liability company ("Sponsor"), Heidmar Marine Inc., a company organized and existing under the laws of Marshall Islands ("Holdings"), HP Merger Subsidiary Corp., a Delaware corporation ("Merger Sub"), Heidmar Inc., a company organized and existing under the laws of Marshall Islands (the "Company"), and those shareholders of the Company party thereto (collectively, the "Company Shareholders"), entered into a Business Combination Agreement (the "Business Combination Agreement"), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: (a) the merger of Merger Sub with and into Home Plate (the "Merger"), with Home Plate surviving the Merger and the security holders of Home Plate (other than the security holders of Home Plate electing to redeem their shares of Home Plate common stock or shares of Home Plate common stock held in treasury) becoming security holders of Holdings, (b) the automatic modification of each Home Plate warrant to no longer entitle the holder to purchase Home Plate shares of common stock and instead acquire an equal number of Holdings common shares per Home Plate warrant, (c) the acquisition by Holdings of all of the issued and outstanding share capital of the Company from the Company Shareholders in exchange for the issuance of Holdings common shares and, if applicable, the issuance of Earnout Shares (as defined in the Business Combination Agreement), pursuant to which the Company will become a direct wholly owned subsidiary of Holdings (the "Share Acquisition"), and (d) the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein (together with the Merger and Share Acquisition, the "Transactions").

Unless otherwise indicated, capitalized terms used but not defined in this Current Report on Form 8-K (this "Report") have the respective meanings given to them in the Business Combination Agreement. References herein to "Home Plate" shall refer to Home Plate Acquisition Corporation for all periods prior to completion of the Merger and to Home Plate, as the surviving company, for all periods after completion of the Merger.

In consideration for the Merger, each Home Plate shareholder will receive one Holdings common share for each share of common stock they hold in Home Plate immediately prior to the Merger. In accordance with the terms and subject to the conditions of the Business Combination Agreement, the consideration to be received by the Company Shareholders in connection with the Share Acquisition shall be the issuance of an aggregate number of Holdings common shares equal to (a) $160,000,000 divided by (b) $10.00. As additional consideration for the Company shares acquired by Holdings in connection with the Share Acquisition, (i) Holdings will issue to eligible Company Shareholders up to an aggregate of 3,900,000 Earnout Shares, subject to certain triggering events, as described further in the Business Combination Agreement, (ii) Sponsor has agreed, pursuant to the terms of the Sponsor Support Agreement (as defined below), to forfeit the right to receive (1) 1,212,500 Holdings common shares and (2) Holdings warrants in an amount equal to $5.00 per Holdings warrant to the extent that the transaction expenses of Home Plate exceed $15,000,000, and in each case, such forfeited Holdings common shares and Holding warrants, if any, will be issued to the Company Shareholders, as described further in the Business Combination Agreement and Sponsor Support Agreement.

Representations and Warranties

Under the Business Combination Agreement, Home Plate has made customary representations and warranties to the Company, Holdings and the Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non­contravention, capitalization, Securities and Exchange Commission ("SEC") filings, financial statements, internal controls, absence of certain changes, compliance with laws, actions, orders and permits, taxes and returns, employees and employee benefit plans, properties, material contracts, transactions with related persons, the U.S. Investment Company Act of 1940, as amended ("Investment Company Act") and the Jumpstart Our Business Startups Act of 2012, finders' and brokers' fees, sanctions and certain business practices, private placements, insurance, no misleading information supplied, the Trust Account and acknowledgement of no further representations and warranties.

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Under the Business Combination Agreement, Holdings has made customary representations and warranties to Home Plate, the Company and the Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non­contravention, capitalization, limited activities, finders' and brokers' fees, Investment Company Act, taxes and no misleading information supplied.

Under the Business Combination Agreement, the Company has made customary representations and warranties (on behalf of itself and its subsidiaries) to Home Plate relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental approvals, non­contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, material customers and suppliers, data protection and cybersecurity, sanctions and certain business practices, Investment Company Act, finders' and brokers' fees and no misleading information supplied.

Under the Business Combination Agreement, each Company Shareholder has made customary representations and warranties (with respect to itself only) to Home Plate, Holdings and the Company relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non­contravention, litigation, certain investment representations, finders' and brokers' fees and no misleading information supplied.

Covenants

The Business Combination Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations prior to the consummation of the Transactions, (ii) using commercially reasonable efforts to obtain relevant approvals and comply with all applicable listing requirements of NASDAQ in connection with the Transactions and (iii) using commercially reasonable efforts to consummate the Transactions and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Transactions. The Business Combination Agreement also contains additional covenants of the parties, including covenants providing . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Report is incorporated by reference herein. The Holdings common shares to be issued to the Company Shareholders in respect of the Company shares in connection with the Share Acquisition will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the press release jointly issued by the parties announcing the Transactions and that the parties will record and publish a webcast presentation discussing the Transactions(the "Webcast Presentation"). A copy of the Webcast Presentation transcript is furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference.

Furnished herewith as Exhibit 99.3 and incorporated into this Item 7.01 by reference is the investor presentation that was presented to certain potential investors in connection with the Transactions.

The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

Certain statements made herein are not historical facts but may be considered "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between Home Plate and Company, the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, future opportunities for the combined company and other statements that are not historical facts.

These statements are based on the current expectations of Home Plate and/or Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Home Plate and Company. These statements are subject to a number of risks and uncertainties regarding Company's business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions, including but not limited to the economic and operational disruptions and other effects of the COVID-19 pandemic; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement; the number of redemption requests made by Home Plate's shareholders in connection with the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; the risk that the approval of the shareholders of Company or Home Plate for the potential transaction is not obtained; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Company and Home Plate; the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; the risks related to the rollout of Company's business, the efficacy of Company's proprietary technology, and the timing of expected business milestones; the effects of competition on Company's business; the ability of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of Holdings to obtain or maintain the listing of its securities on a U.S. national securities exchange following the business combination; costs related to the business combination; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Company presently does not know or that Company currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Company's expectations, plans or forecasts of future events and views as of the date of this Report. Company anticipates that subsequent events and developments will cause Company's assessments to change. However, while Company may elect to update these forward-looking statements in the future, Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Company's assessments as of any date subsequent to the date of this Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.



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Additional Information and Where to Find It

In connection with the business combination, Holdings intends to file with the SEC a registration statement on Form F-4, which will include a preliminary prospectus and preliminary proxy statement and, after the registration statement is declared effective, Home Plate will mail a definitive proxy statement/prospectus and other relevant documents relating to the business combination to its shareholders. This Report is not a substitute for the registration statement, the definitive proxy statement/prospectus or any other document that Home Plate will send to its shareholders in connection with the business combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of Home Plate as of a record date to be established for voting on the business combination. Shareholders of Home Plate will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Home Plate Acquisition Corporation, P.O. Box 1314, New York, NY 10028.

Participants in the Solicitation

Holdings, Company, Home Plate and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Home Plate's shareholders in connection with the business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the business combination of the directors and officers of Holdings, Company, Home Plate in the registration statement on Form F-4 to be filed with the SEC by Holdings, which will include the proxy statement of Home Plate for the business combination. Information about Home Plate's directors and executive officers is also available in Home Plate's filings with the SEC.

No Offer or Solicitation

This Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.



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Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:



Exhibit                                  Description
  2.1  †   Business Combination Agreement, dated as of March 19, 2023, by and among
           Home Plate Acquisition Corporation, Home Plate Sponsor LLC, Heidmar
           Marine Inc., HP Merger Subsidiary Corp., Heidmar Inc., and the Company
           Shareholders.
  10.1     Sponsor Support Agreement, dated as of March 19, 2023, by and among Home
           Plate Sponsor LLC, Home Plate Acquisition Corporation, and Heidmar
           Marine Inc..
  10.2     Form of Sponsor Lock-Up Agreement.
  10.3     Form of Company Shareholder Lock-Up Agreement.
  10.4     Form of New Registration Rights Agreement.
  10.5     Form of Warrant Assumption Agreement.
  99.1     Press Release, dated March 20, 2023, issued by the parties announcing
           the Transactions.
  99.2     Webcast Presentation Transcript
  99.3     Investor Presentation, dated March 20, 2023.

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† Certain of the exhibits and schedules to this Exhibit have been omitted in


  accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
  supplementally a copy of all omitted exhibits and schedules to the Securities
  and Exchange Commission upon its request.


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