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SEC Comment Letter 0000000000-24-001318 to MGO Global Inc. (MGOL) (CIK 0001902794)

MGO Global Inc. (MGOL) (CIK 0001902794)
Date: Feb. 2, 2024 · CIK: 0001902794 · Accession: 0000000000-24-001318

Regulatory Compliance Offering / Registration Process Financial Reporting

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File numbers found in text: 333-276680

Date
February 2, 2024
Author
Maximiliano Ojeda
Form
UPLOAD
Company
MGO Global Inc. (MGOL) (CIK 0001902794)

Letter

United States securities and exchange commission logo February 2, 2024 Maximiliano Ojeda Chief Executive Officer MGO Global Inc. 1515 SE 17th Street, Suite 121/#460236 Fort Lauderdale, Florida 33346 Re:MGO Global Inc. Registration Statement on Form S-3 Filed on January 24, 2024 File No. 333-276680 Dear Maximiliano Ojeda: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed January 24, 2024 Selling Securityholders, page 10 1.Please revise your prospectus to provide the disclosure called for by Item 507 of Regulation S-K with respect to the resale offering being registered, or tell us in your response letter why you believe you are not required to provide this information. We note in this regard that you may not omit selling securityholder information pursuant to Rule 430B(b) because you do not appear to satisfy the requirements of Instruction I.B.1. of Form S-3. General 2.Please note that Instruction I.A.3 of Form S-3 requires, among other things, that you have been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period of at least twelve calendar months immediately preceding the filing of this registration statement. Your registration statement for your initial public offering went effective on

FirstName LastNameMaximiliano Ojeda Comapany NameMGO Global Inc. February 2, 2024 Page 2 FirstName LastName Maximiliano Ojeda MGO Global Inc. February 2, 2024 Page 2 January 12, 2023. Accordingly, assuming you continue to timely file your required Exchange Act reports, prior to requesting effectiveness of this registration statement, please amend your Form S-3 on or after February 1, 2024. See Rule 401(c) of Regulation C and Securities Act Forms C&DI Question 115.06. 3.We note your legal opinion filed as Exhibit 5.1 to your registration statement opines only upon the legality of common stock and preferred stock Please file a revised legal opinion that opines on the offering of warrants, debt securities, rights, and units. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Bradley Ecker at 202-551-4985 or Geoffrey Kruczek at 202-551-3641 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Jeffrey Wofford

Show Raw Text
United States securities and exchange commission logo
February 2, 2024
Maximiliano Ojeda
Chief Executive Officer
MGO Global Inc.
1515 SE 17th Street, Suite 121/#460236
Fort Lauderdale, Florida 33346
Re:MGO Global Inc.
Registration Statement on Form S-3
Filed on January 24, 2024
File No. 333-276680
Dear Maximiliano Ojeda:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed January 24, 2024
Selling Securityholders, page 10
1.Please revise your prospectus to provide the disclosure called for by Item 507 of
Regulation S-K with respect to the resale offering being registered, or tell us in your
response letter why you believe you are not required to provide this information. We note
in this regard that you may not omit selling securityholder information pursuant to Rule
430B(b) because you do not appear to satisfy the requirements of Instruction I.B.1. of
Form S-3.
General
2.Please note that Instruction I.A.3 of Form S-3 requires, among other things, that you have
been subject to the requirements of Section 12 or 15(d) of the Exchange Act for a period
of at least twelve calendar months immediately preceding the filing of this registration
statement.  Your registration statement for your initial public offering went effective on

 FirstName LastNameMaximiliano Ojeda
 Comapany NameMGO Global Inc.
 February 2, 2024 Page 2
 FirstName LastName
Maximiliano Ojeda
MGO Global Inc.
February 2, 2024
Page 2
January 12, 2023.  Accordingly, assuming you continue to timely file your required
Exchange Act reports, prior to requesting effectiveness of this registration statement,
please amend your Form S-3 on or after February 1, 2024.  See Rule 401(c) of Regulation
C and Securities Act Forms C&DI Question 115.06.
3.We note your legal opinion filed as Exhibit 5.1 to your registration statement opines only
upon the legality of common stock and preferred stock Please file a revised legal opinion
that opines on the offering of warrants, debt securities, rights, and units.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Bradley Ecker at 202-551-4985 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Wofford