| Item 1. | |
| (a) | Name of issuer:
MGO Global Inc. |
| (b) | Address of issuer's principal executive
offices:
1515 SE 17th Street, Suite 121 #460236, Fort Lauderdale, FL 33346 |
| Item 2. | |
| (a) | Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if
none, residence:
Bigger Capital Fund, LP
2250 Red Springs Drive
Las Vegas, NV 89135
Bigger Capital Fund GP, LLC
2250 Red Springs Drive
Las Vegas, NV 89135
Michael Bigger
2250 Red Springs Drive
Las Vegas, NV 89135 |
| (c) | Citizenship:
Bigger Capital Fund, LP
Citizenship: Delaware
Bigger Capital Fund GP, LLC
Citizenship: Delaware
Michael Bigger
Citizenship: United States |
| (d) | Title of class of securities:
Common Stock, $.00001 par value |
| (e) | CUSIP No.:
55317F207 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 23, 2024, Bigger Capital beneficially owned 521,000 shares of Common Stock and 421,000 shares of the Issuer's Common Stock issuable upon the exercise of Pre-Funded Warrants exercisable within 60 days. The amounts do not include 339,000 shares of the Issuer's common stock issuable upon the exercise of Pre-Funded Warrants nor 1,260,000 warrants, which are subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 9,219,001 shares of common stock outstanding after the offering upon the Issuer's Prospectus Supplement filed under Rule 424(b)(4) with the Securities and Exchange Commission on December 26, 2024.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the Issuer's securities described herein.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
Regarding Item 5 below, subsequent to December 23, 2024, the Reporting Person sold their entire position in the Issuer and accordingly, the Reporting Person as of January 2, 2025 does not own any securities of the Issuer and will not be amending this Schedule 13G. |
| (b) | Percent of class:
As of the close of business on December 23, 2024, each of Bigger Capital, Bigger GP, and Mr. Bigger may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock.
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Pre-Funded Warrants and the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blockers"), and the percentage set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the Blockers. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (ii) Shared power to vote or to direct the
vote:
See Cover Pages Items 5-9.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
