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)
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.
* | 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 | 0 |
|||||||||||||||||||||||
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. |