As filed with the U.S. Securities and Exchange
Commission on December 6, 2022
Registration No. 333-268063
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 TO
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Millennium Group International Holdings Limited
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| Cayman Islands |
|
2750 |
|
Not Applicable |
| (State or other jurisdiction of |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Classification Code Number) |
|
Identification Number) |
Rm 2722, 27/F, No.1 Hung To Road, Kwun Tong,
Kowloon, Hong Kong 999077
Tel: +852 36195768
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1(800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
William S. Rosenstadt, Esq.
Mengyi “Jason” Ye, Esq. |
David Manno, Esq.
Huan Lou, Esq. |
| Yarona L. Yieh, Esq. |
Sichenzia Ross Ference LLP |
| Ortoli Rosenstadt LLP |
1185 Avenue of the America, 31st Fl |
| 366 Madison Avenue, 3rd Floor |
New York, NY 10036 |
| New York, NY 10017 |
Telephone: +1-212-930-9700 |
| Telephone: +1-212-588-0022 |
|
Approximate date of commencement of proposed sale
to public: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, 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 term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012. |
EXPLANATORY NOTE
This Amendment No. 2 to Form F-1 (Amendment No.
2) is being filed solely for the purpose of filing Exhibit 23.1 to this registration statement on Form F-1, or the Registration Statement,
and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration
Statement other than this explanatory note as well as revised versions of the cover page and exhibit index of the Registration Statement.
This Amendment No. 2 does not contain copies of the public offering prospectus or resale prospectus included in the Registration Statement
which remains unchanged from the Registration Statement, filed on November 18, 2022. This Amendment No. 2 consists only of the facing
page, this explanatory note, the signature pages to the Registration Statement, the exhibit index and the filed exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong
Kong on December 6, 2022.
| |
Millennium Group International Holdings Limited |
| |
|
|
| |
By: |
/s/ Ming Hung Lai |
| |
|
Ming Hung Lai |
| |
|
Chairman |
| |
By: |
/s/ Ming Yan Lai |
| |
|
Ming Yan Lai |
| |
|
Chief Executive Officer |
| |
|
(Principal 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.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Ming Hung Lai |
|
Chairman |
|
December 6, 2022 |
| Ming Hung Lai |
|
|
|
|
| |
|
|
|
|
| /s/ Ming Yan Lai |
|
Chief Executive Officer |
|
December 6, 2022 |
| Ming Yan Lai |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Wing Wai Au |
|
Chief Financial Officer |
|
December 6, 2022 |
| Wing Wai Au |
|
(Principal Financial and Accounting Executive) |
|
|
| |
|
|
|
|
| /s/ Yau Fai Lai |
|
Director |
|
December 6, 2022 |
| Yau Fai Lai |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933 as amended,
the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in
New York, NY on December 6, 2022.
| |
Cogency Global Inc. |
| |
|
| |
By: |
/s/ Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice President |
4
