UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 22, 2023

 

MGO Global Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41592		87-3929852
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1515 SE 17th Street, Suite 121/#460236 Fort Lauderdale, Florida		33346
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (347) 913-3316

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		MGOL		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   ☒

 

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 13(a) of the Exchange Act.   ☐

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

(a) The Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of MGO Global Inc. (the “Company”) conducted a process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. As a result, on December 14, 2023, the Audit Committee approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent registered public accounting firm and notified BF Borgers on December 15, 2023 of its dismissal effective on December 22, 2023.

 

The reports of BF Borgers on the Company's consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended December 31, 2021 and December 31, 2022, and thorough December 22, 2023, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of BF Borgers, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report or “reportable events” under Item 304(a)(1) of Regulation S-K.

 

Before filing this Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”), the Company provided BF Borgers with a copy of the disclosures contained in this Item 4.01(a). The Company has requested that BF Borgers issue a letter, addressed to the SEC, stating whether or not BF Borgers agrees with the statements contained in this Item 4.01(a). A copy of BF Borgers’ letter dated December 22, 2023, addressed to the SEC, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) On December 22, 2023, the Company engaged Assurance Dimensions Inc. (“Assurance”) to serve as the Company’s independent registered public accounting firm, effective December 22, 2023 (the “Engagement Date”). The Audit Committee approved the engagement of Assurance.

 

During the two most recent fiscal years and through the Engagement Date, the Company did not consult with Assurance regarding either:

 

	1.	application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Assurance concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
	2.	any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
16.1		Letter dated as of December 22, 2023, from BF Borgers CPA PC
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

Date: December 27, 2023	MGO Global Inc.
	By:	/s/ Maximiliano Ojeda
	Name:	Maximiliano Ojeda
	Title:	Chief Executive Officer

 

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