As filed with the U.S. Securities and Exchange Commission on March 31, 2023
Registration No. 333-268063
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 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. ☒ Registration No.333-268063
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 post-effective amendment No. 1 to Form F-1 (POS Amendment No. 1) is being filed solely for the purpose of filing Exhibit 107 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 POS Amendment No. 1 does not contain copies of the public offering prospectus included in the Registration Statement which remains unchanged from the Registration Statement, filed on March 17, 2023. This POS Amendment No. 1consists only of the facing page, this explanatory note, the signature pages to the Registration Statement, the exhibit index and the filed exhibits.
EXHIBIT INDEX
| * | Previously filed. |
| ** | Filed herewith |
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 of the post-effective amendment No. 1 to the 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 March 31, 2023.
| | 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 | | March 31, 2023 |
| Ming Hung Lai | | | | |
| | | | | |
| /s/ Ming Yan Lai | | Chief Executive Officer | | March 31, 2023 |
| Ming Yan Lai | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Wing Wai Au | | Chief Financial Officer | | March 31, 2023 |
| Wing Wai Au | | (Principal Financial and Accounting Executive) | | |
| | | | | |
| /s/ Yau Fai Lai | | Director | | March 31, 2023 |
| 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 March 31, 2023.
| | Cogency Global Inc. |
| | |
| | By: | /s/ Colleen A. De Vries |
| | Name: | Colleen A. De Vries |
| | Title: | Senior Vice President |
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