As filed with the Securities and Exchange Commission on December 21, 2022

 

Registration No. 333-268484

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Amendment No. 3 to

 

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 17th Street, Suite 121/#460596

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 17th Street, Suite 121/#460596

Fort Lauderdale, Florida 33346

Phone: 347-913-3316

 

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

 

 

 

Copies to:

Ross D. Carmel, Esq.

Jeffrey P. Wofford, Esq.

Carmel, Milazzo & Feil LLP

55 West 39th Street, 18th Floor

New York, NY 10018

(212) 658-0458

Louis A. Bevilacqua, Esq.

 

Bevilacqua PLLC

1050 Connecticut Avenue, NW, Suite 500

Washington, DC 20036

(202) 869-0888

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

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, 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(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, a 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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the 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 Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-268484) is filed solely to amend Exhibit 5.1 and Exhibit 107 thereto. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, Exhibit 5.1 and Exhibit 107. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 

   

 

 

Part II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

  ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) Exhibits.

 

Exhibit
No.
  Description
1.1*   Form of Underwriting Agreement
3.1*   Amended and Restated Certificate of Incorporation of MGO Global Inc.
3.2*   Bylaws of MGO Global Inc.
3.3.*   First Amendment to Bylaws of MGO Global Inc. dated August 24, 2022
3.4.*   Amended and Restated Certificate of Incorporation dated August 29, 2022
4.1*   Form of Representative's Warrant
4.2*   Form of Warrant issued to investors in private placement
4.3*   Form of Placement Agent Warrant issued in first private placement
4.4*   Form of Placement Agent Warrant issued in second private placement
5.1   Opinion of Carmel, Milazzo & Feil LLP as to the legality of the shares
10.1†† *   Trademark License Agreement between MGOTEAM 1 LLC and Leo Messi Management SL dated November 20, 2021
10.2† *   Form of 2022 Equity Incentive Plan
10.3† *   Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated July 19, 2022
10.4† *   Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated July 19, 2022
10.5† *   Executive Employment Agreement between MGO Global Inc. and Julian Groves dated July 19, 2022
10.6† *   Executive Employment Agreement between MGO Global Inc. and Matt Harward dated October 13, 2022
10.7† *   Amended and Restated Executive Employment Agreement between MGO Global Inc. and Maximiliano Ojeda dated October 13, 2022
10.8† *   Amended and Restated Executive Employment Agreement between MGO Global Inc. and Virginia Hilfiger dated October 13, 2022
10.9† *   Amended and Restated Executive Employment Agreement between MGO Global Inc. and Julian Groves dated October 13, 2022
10.10† *   Amended and Restated Executive Employment Agreement between MGO Global Inc. and Matt Harward dated October 24, 2022
10.11*   Form of Subscription Agreement for first private placement
10.12*   Form of Subscription Agreement for second private placement
10.13†*   Consulting Services Agreement between MGO Global Inc. and Martin Scott dated December 6, 2022
10.14†*   Amended and Restated Independent Contractor Agreement between MGO Global Inc. and Vincent Ottomanelli dated December 2, 2022
10.15*   Equity Joint Venture Contract dated August 29, 2019 among Shanghai Celebrity Import and Export Co., LTD. and MGOTEAM LLC
14.1*   Code of Ethics and Business Conduct
21.1*   List of Subsidiaries
23.1*   Consent of BF Borges CPA PC
23.2*   Consent of Carmel, Milazzo & Feil LLP (included in Exhibit 5.1)
24.1*   Power of Attorney (included on the signature page of this registration statement)
99.1*   Audit Committee Charter
99.2*   Compensation Committee Charter
99.3*   Nominating and Corporate Governance Committee Charter
99.4*   Consent of Obie McKenzie (director nominee)
99.5*   Consent of Paul Wahlgren (director nominee)
99.6*   Consent of Nicole Fernandez-McGovern (director nominee)
99.7*   Consent of Salima Popatia (director nominee)
107   Exhibit Filing Fees

 

  * Previously filed

 

  Executive compensation plan or arrangement.

 

  †† portions were redacted.

 

  (b) Financial Statements Schedules.

 

No financial statement schedules are provided because the information called for is not applicable or not required or is shown in the financial statements or the notes thereto.

  

  (c) Filing Fee Table.

 

The Filing Fee Table and related disclosure is filed herewith as Exhibit 107.

 

   

 

 

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 New York, State of New York, on December 21, 2022.

 

  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 21, 2022
Maximiliano Ojeda   (Principal Executive Officer)    
         
/s/ Martin Scott   Chief Financial Officer   December 21, 2022
Martin Scott   (Principal Accounting Officer)    
         
/s/ Virginia Hilfiger   Director   December 21, 2022
Virginia Hilfiger        
         
/s/ Julian Groves   Director   December 21, 2022
Julian Groves        

 

 II-4 

 

 

 

Exhibit 5.1

 

 

 

December 21, 2022

 

MGO Global Inc.

1515 SE 17th Street, Suite 121/#460596

Fort Lauderdale, Florida 33346

 

Re: Registration Statement on Form S-1 (File No. 333-268484)

 

Ladies and Gentlemen:

 

We have acted as counsel to MGO Global Inc., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-1 (File No. 333-268484), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 18, 2022 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,845,750 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), which includes (i) up to 1,725,000 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), including up to 225,000 shares of Common Stock in the event that Boustead Securities, LLC, acting as representative of the underwriters and the sole book-running manager (the “Representative”) exercises its over-allotment option in full; (ii) warrants (the “Representative Warrants”) to purchase up to 120,750 shares (the “Representative Warrant Shares”) of Common Stock issuable upon the exercise of the Representative Warrants, to be issued to the Representative as compensation for its services pursuant to the underwriting agreement to be entered into by and between the Company and the Representative (the “Underwriting Agreement”), and (iv) the Representative Warrant Shares. The Registration Statement also relates to the registration of the proposed offer and sale of 2,658,225 shares (the Selling Stockholders Shares) of Common Stock by the selling stockholders identified in the Registration Statement (the Selling Stockholders). The Selling Stockholders Shares include a) 700,000 shares of Common Stock underlying warrants issued to seven of Selling Stockholders and b) 78,225 shares of Common Stock underlying warrants issued to Boustead Securities, LLC as a placement agent. The Shares, the Representative Warrants, the Representative Warrant Shares and the Selling Stockholders Shares are collectively referred to as the “Securities.”

 

The Securities are to be sold by the Company pursuant to the Underwriting Agreement approved by the Company’s Board of Directors, or a committee thereof. This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and may be relied upon by all purchasers of the Securities in the offering described in the Prospectus (as defined below).

 

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined: (i) the Registration Statement; (ii) the most recent prospectus included in the Registration Statement on file with the Commission as of the date of this opinion letter; (iii) the form of Underwriting Agreement; (iv) the Company’s current Certificate of Incorporation (as amended, the “Charter”) and Bylaws, each of which has been filed with the Commission as an exhibit to the Registration Statement; and (v) the records of the corporate actions of the Company relating to the Registration Statement and the authorization for issuance and sale of the Securities, and matters in connection therewith. We have reviewed such other matters and made such other inquiries as we have deemed necessary to render the opinions expressed herein. For the purposes of this opinion letter, we have assumed that each document submitted to us is accurate and complete, that each such document that is an original is authentic, that each such document that is a copy conforms to an authentic original, the conformity to the original or final versions of the documents submitted to us as copies or drafts, including, without limitation, the Charter and that all signatures on each such document are genuine.

 

  

 

 

In rendering our opinion below, we have also assumed that: the Company will receive consideration for the Securities offered and sold pursuant to the Underwriting Agreement at least equal to the par value of such share of Common Stock and in the amount required by the Underwriting Agreement. We have not verified any of those assumptions.

 

Our opinion set forth below is limited to Delaware General Corporations Law.

 

Based upon and subject to the foregoing, provided that the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the prospectus included in the Registration Statement that is declared effective by the Commission (the “Prospectus”), required by applicable law have been delivered and filed as required by such laws, it is our opinion that:

  

The Securities are duly authorized for issuance by the Company and, when issued and paid for as described in the Prospectus and the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 

The opinion set forth above is subject to the following additional assumptions:

  

(i) All Securities offered pursuant to the Registration Statement will be issued and sold (a) in compliance with all applicable federal and state securities laws, rules and regulations and solely in the manner provided in the Registration Statement and the Prospectus, and (b) only upon payment of the consideration fixed therefor in accordance with the Underwriting Agreement; and

 

(ii) To the extent that the obligations of the Company under any agreement pursuant to which any Securities offered pursuant to the Registration Statement are to be issued or governed, including any amendment or supplement thereto, may be dependent upon such matters, we assume for purposes of this opinion letter that (a) each party to any such agreement other than the Company will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that each such other party will be duly qualified to engage in the activities contemplated thereby; (b) each such agreement and the applicable Shares will have been duly authorized, executed and delivered by each such other party and will constitute the valid and binding obligations of each such other party, enforceable against each such other party in accordance with their terms; (c) each such other party will be in compliance, with respect to acting in any capacity contemplated by any such agreement, with all applicable laws and regulations; and (d) each such other party will have the requisite organizational and legal power and authority to perform its obligations under each such agreement.

 

(iii) The Selling Stockholders Shares offered by the Selling Stockholders have been duly authorized for issuance, duly and validly issued, fully paid and non-assessable.

 

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 opinion as an exhibit to the Registration Statement and to the reference to this firm in the related Prospectus under the caption “Legal Matters.” In giving our consent, we do not hereby 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 thereunder. 

 

  Very truly yours,
   
 

/s/ Carmel, Milazzo & Feil LLP

   
  Carmel, Milazzo & Feil LLP

  

  

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

(Form Type)

 

MGO Global Inc.

(Exact Name of Registrant as Specified in its Charter)

 

    Security Type   Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
    Proposed
Maximum
Offering Price
Per Share(1)
    Maximum
Aggregate
Offering Price
    Fee Rate     Amount of
Registration
Fee
 
Fees to Be Paid   Equity   Common Stock, par value $0.00001 per share     457 (o)   $ 5.00     $ 8,625,000.00 (2)      0.00011020     $ 950.48  
                                                 
Fees to Be Paid   Equity   Common Stock, par value $0.00001 per share (3)     457 (o)   $ 5.00     $

12,900,000.00

      0.00011020     $

1,421.58

 
                                                 
Fees to Be Paid   Equity   Common Stock, par value $0.00001 per share (4)     457 (g)   $ 6.25     $ 754,687.50 (2)     0.00011020     $ 83.17  
Fees to Be Paid   Equity   Common Stock, par value $0.00001 per share (5)     457 (g)   $ 5.00 (6)   $ 391,125.00       0.00011020       43.10  
                                                 
    Total Offering Amounts                   $

22,670,812.50

            $

2,498.33

 
    Total Fees Previously Paid                                    

2,541.43

 
    Total Fee Offsets                                    

 
        Net Fee Due(7)                                   $

(43.1)

 

  

  (1) This registration statement also relates to such additional shares of Common Stock as may be issued in connection with a stock split, stock dividend, recapitalization, or similar transaction effected without receipt of consideration that increases the number of the registrant’s outstanding shares of Common Stock, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).

 

  (2) Includes an additional 15% related to the exercise in full of the over-allotment option.

 

  (3) Consists of 2,580,000 shares of Common Stock registered for sale by certain of the selling stockholders named in this registration statement and includes 700,000 shares of Common Stock underlying warrants issuable upon exercise for $1.00 per share for sale by certain of the selling stockholders named in this prospectus.

 

  (4) Represents 7% of the total number of shares of Common Stock sold in this offering and consists of 120,750 shares of Common Stock issuable upon the exercise of Underwriter’s Warrants for $6.25 per share.

 

  (5) Consists of 78,225 shares of Common Stock issuable to the Underwriter upon the exercise of the Underwriter’s Placement Agent Warrants for $1.00 per share.

  

  (6) Pursuant to Rule 457(g), the registration fee is calculated on highest of (1) the price at which the warrants or rights may be exercised ($1.00) and (2) the offering price of the Common Stock ($5.00).
     
  (7) Please note that the Registrant previously paid a fee of $2,541.43 for a transaction with the Total Offering Amount of $23,061,937.50. The revised Total Offering Amount is $22,670,812.5 or $391,125 less. Therefore, the Registrant has overpaid the filing fees for the current transaction by $43.1.