MGOL MGO Global Inc

 

As filed with the U.S. Securities and Exchange Commission on December 20, 2024.

 

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

MGO GLOBAL INC.

(Exact name of registrant as specified in its charter)

 

Delaware		5961		87-3929852
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

1515 SE 17^th Street, Suite 121/#460236

Fort Lauderdale, Florida 33346

Phone: 347-913-3316

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Maximiliano Ojeda

Chief Executive Officer

1515 SE 17^th Street, Suite 121/#460236

Fort Lauderdale, Florida 33346

Phone: 347-913-3316

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:
Ross D. Carmel, Esq. Jeffrey P. Wofford, Esq. Anna Chaykina, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31st Floor New York, NY 10036 (212) 930-9700	Barry Grossman, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-282517

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ¨		Accelerated filer ¨
	Non-accelerated filer x		Smaller reporting company x
			Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.   

 

 

 

EXPLANATORY NOTE

 

This registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form S-1, both promulgated under the Securities Act of 1933, as amended, and is being filed for the sole purpose of increasing the proposed maximum aggregate offering price of the securities offered by MGO Global Inc. (the “Company”) by $1,000,000. This registration statement relates to the Company’s registration statement on Form S-1 (File No. 333-282517), as amended (the “Prior Registration Statement”), declared effective by the Securities and Exchange Commission on December 20, 2024. The contents of the Prior Registration Statement are incorporated herein by reference.

 

The required opinion, consents and filing fee-related information are listed on an Exhibit Index attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

Item 16. Exhibits and Financial Statement Schedules

 

All exhibits filed with or incorporated by reference in Registration Statement No. 333-282487 are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

 

5.1		Opinion of Sichenzia Ross Ference Carmel LLP
23.1		Consent of Assurance Dimensions dated December 20, 2024
23.2		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
107		Filing Fee Table

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fort Lauderdale, State of Florida, on December 20, 2024.

 

	MGO GLOBAL INC.
	By:	/s/ Maximiliano Ojeda
		Maximiliano Ojeda
		Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Maximiliano Ojeda		Chief Executive Officer and Chairman		December 20, 2024
Maximiliano Ojeda		(Principal Executive Officer)
/s/ Dana Perez		Chief Financial Officer		December 20, 2024
Dana Perez		(Principal Accounting Officer)
/s/ Virginia Hilfiger*		Director		December 20, 2024
Virginia Hilfiger
/s/ Julian Groves*		Director		December 20, 2024
Julian Groves
/s/ Obie McKenzie*		Director		December 20, 2024
Obie McKenzie
/s/ Jeff Lerner*		Director		December 20, 2024
Jeff Lerner
/s/ Paul Wahlgren*		Director		December 20, 2024
Paul Wahlgren
/s/ Ping Rawson*		Director		December 20, 2024
Ping Rawson
*By: /s/ Maximiliano Ojeda
Maximiliano Ojeda Attorney-in-fact

 

 

 

Exhibit 5.1

 

 

December 20, 2024

 

MGO Global Inc.

515 SE 17th Street, Suite 121/#460596

Fort Lauderdale, Florida 33346

 

Re:	MGO Global Inc.
	Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to MGO Global Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-1 (File No. 333-282517) (such registration statement, as amended through the date hereof, the “Initial Registration Statement”), the preliminary prospectus forming a part of the Initial Registration statement (the “Prospectus”), under the Securities Act of 1933, as amended (the “Securities Act”), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 4, 2024, as thereafter amended or supplemented, and declared effective by the Commission on December 20, 2024, and a second registration statement on Form S-1 filed with the Commission on December 20, 2024 pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement”, and together with Initial Registration Statement and Prospectus the “Registration Statement”). The Registration Statement relates to the registration of the proposed offering of up to $6,000,000 of units, each unit consisting of (A) one share (a “Share”) of common stock, par value $0.00001 per share, of the Company (the “Common Stock”) or one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one share of Common Stock (a “Pre-Funded Warrant Share”), and (B) one common stock purchase warrant (a “Warrant”) to purchase one share of Common Stock (a “Warrant Share”). The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants, and the Warrant Shares are collectively referred to as the “Securities.”

 

In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Amended and Restated Certificate of Incorporation and amendments thereto, as currently in effect, (ii) the Company’s Amended and Restated Bylaws and amendments thereto, as currently in effect, (iii) the Registration Statement and related Prospectus, (iv) the form of Securities Purchase Agreement; (v) the form of Pre-Funded Warrant, (vi) the form of Warrant, and (vii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.

 

Based on the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

 

1.

The Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and sold in accordance with the Registration Statement and the Prospectus and delivered and paid for in accordance with the terms of the Securities Purchase Agreement, the Shares will be validly issued, fully paid and nonassessable.

 

 

2.	The Pre-Funded Warrants and Warrants have been duly authorized by all necessary corporate action on the part of the Company and, when the Pre-Funded Warrants or Warrants are issued and sold in accordance with the Registration Statement and the Prospectus and delivered and paid for in accordance with the terms of the Securities Purchase Agreement, the Pre-Funded Warrants or Warrants, as applicable, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except as such enforceability may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally including, without limitation, fraudulent transfer or fraudulent conveyance laws; (ii) public policy considerations, statutes or court decisions that may limit rights to obtain exculpation, indemnification or contribution (including, without limitation, indemnification regarding violations of the securities laws and indemnification for losses resulting from a judgment for the payment of any amount other than in United States dollars); and (iii) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) and the availability of equitable remedies (including, without limitation, specific performance and equitable relief), regardless of whether considered in a proceeding in equity or at law.
3.	The Pre-Funded Warrant Shares and Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and, assuming a sufficient number of authorized but unissued shares of Common Stock are available for issuance when the Pre-Funded Warrants or Warrants are exercised, the Pre-Funded Warrant Shares or Warrant Shares, as applicable, when and if issued upon exercise of the Pre-Funded Warrants or Warrants, as applicable, in accordance with the terms of the Pre-Funded Warrants or Warrants, as applicable, will be validly issued, fully paid and nonassessable.

 

The opinion expressed herein is limited to the Delaware General Corporation Law and, with respect to the enforceability of the Pre-Funded Warrants and the Warrants, the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

 

We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Very truly yours,
/s/ Sichenzia Ross Ference Carmel LLP
Sichenzia Ross Ference Carmel LLP

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

We hereby consent to the incorporation in this Registration Statement on Form S-1 of MGO Global, Inc. and Subsidiaries. of our report dated June 3, 2024, except for discontinued operations and Note 8, specifically the reverse stock split, as to which the date is August 13, 2024, relating to our audits of the consolidated financial statements, which appears herein, for the years ended December 31, 2023 and 2022.

 

We also consent to the reference to our firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.

 

/s/ Assurance Dimensions, LLC.

Assurance Dimensions

Coral Springs, Florida

 

December 20, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-1

(Form Type)

 

MGO Global Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation Rule or Carry Forward Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price(1)

Fee Rate

Amount of Registration Fee(2)(5)

Fees to be Paid

Equity

Common Stock, $0.00001 par value per share

457(o)

–

–

$

1,000,000

0.00015310

$

153.1

Other

Pre-funded Warrants to purchase Common Stock(3)

457(g)

–

–

–

–

–

Equity

Common Stock underlying Pre-funded Warrants(2)(4)

457(o)

–

–

–

–

–

Other

Warrants to purchase Common Stock(3)

457(g)

–

–

–

–

Equity

Common Stock underlying Warrants(2)

457(o)

–

–

$

1,500,000

0.00015310

$

229.65

Carry Forward Securities

–

–

–

–

–

–

–

–

Total Offering Amounts

$

2,500,000

0.00015310

$

382.75

Total Fee Offsets

Fees Previously Paid

0

Net Fee Due

$

382.75

 

(1)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Represents only the additional number of securities being registered. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-282517) (the “Prior Registration Statement”).
(2)	Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.
(3)	No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act.
(4)	The registrant may issue pre-funded warrants to purchase common stock in the offering. The purchase price of each pre-funded warrant will be equal to the price per share at which shares are being sold to the public in this offering, minus $0.00001, which constitutes the pre-funded portion of the exercise price of the pre-funded warrants, and the remaining unpaid exercise price of the pre-funded warrants will equal $0.00001 per share (subject to adjustment as provided for therein). The proposed maximum aggregate offering price of the shares will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum aggregate offering price of the shares to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering.
(5)	The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities for sale by the Company with an aggregate offering price not to exceed $5,000,000 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on December 20, 2024. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $1,000,000 are hereby registered.

 

 

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