Mag Mile Capital, Inc.

As filed with the Securities and Exchange Commission on February 7, 2025

Registration Statement No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

1141 W. Randolph St.

Chicago, IL.60607

(312) 642-0100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Rushi Shah, CEO

1141 W. Randolph St.

Chicago, IL.60607

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ernest M. Stern, Esq.

CM Law PLLC

1701 Pennsylvania Avenue, N.W.

Washington, D.C. 20006

(202) 580-6500

**Approximate Date of Proposed Sale to the Public:**As soon as practicable 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. ☐

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act.☐

This 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 said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2025

Prospectus

1,788,227 Shares of Common Stock

Mag Mile Capital, Inc.

This prospectus covers 1,788,227 shares of our common stock that may be offered for resale or otherwise disposed of by the selling stockholder listed on the Selling Stockholder table on page 23 (the “Selling Stockholder”) at a fixed price of $0.60, the last sales price of our common stock on February 5, 2025. will not receive any proceeds from the sale or other disposition of the securities by the Selling Stockholder.

Rushi Shah, our President and CEO, has the majority of the voting rights of holders of our common stock through his ownership of 87,424,424 shares of our common stock and after this offering will hold approximately 87% of the voting power of the issued and outstanding shares of our capital stock. Accordingly, Rushi Shah will have voting control over all matters submitted to the holders of our common stock for approval, including the election of directors, amendments to our certificate of incorporation and major corporate transactions.

We have 20,000,000 shares of “blank check” preferred stock authorized of which we have designated 1,000,000 shares of Series A preferred stock, none of which are outstanding. Each share of our Series A preferred stock is convertible into 10,000 shares of common stock and 100,000 voting rights on all matters submitted to a vote of our stockholders.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements as set forth on page 6 of this prospectus. In addition, our shares of common stock are subject to the penny stock rules under the Securities Exchange Act of 1934, as amended, and subject to certain requirements prior to and following their sale as set forth in more detail on page 6 of this prospectus. Our common stock is quoted under the symbol “MMCP” on the OTCQB Market. The last sales price of our common stock on February 5, 2025, was $0.60.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is __________, 2025

ADDITIONAL INFORMATION

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been authorized to provide you with different information. The shares are not being offered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of such documents.

TABLE OF CONTENTS

Trademarks

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.