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.
* | 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 |