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Correspondence 0001213900-22-077943 from Millennium Group International Holdings Ltd (MGIH) (CIK 0001903995) (MGIH)

Millennium Group International Holdings Ltd (MGIH) (CIK 0001903995)
Date: Dec. 6, 2022 · CIK: 0001903995 · Accession: 0001213900-22-077943

Regulatory Compliance Financial Reporting Offering / Registration Process

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Date
December 6, 2022
Author
/s/ Ming Yan Lai
Form
CORRESP
Company
Millennium Group International Holdings Ltd (MGIH) (CIK 0001903995)

Letter

Division of Corporation Finance Office of Manufacturing Millennium Group International Holdings Ltd Registration Statement on Form F-1 Submitted November 18, 2022 CIK No. 0001903995

Dear Ms. Donahue:

This letter is in response to your letter on December 2, 2022, in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of Millennium Group International Holdings Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on November 18, 2022. On the date hereof, the Company has submitted the first Amendment to Registration Statement on Form F-1. We set forth below in bold the comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment 1 to Form F-1 Filed on November 18, 2022

Exhibit Index

Exhibit 23.1, page II-5.

1. Please make arrangements with your auditor and amend your filing to provide a currently dated auditors' consent.

RESPONSE: We respectfully advise the Staff that we have filed a Part II amendment on Form F-1 to include a currently dated auditors’ consent.

We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.

Sincerely,
/s/ Ming Yan Lai

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Millennium Group International Holding Limited

Rm 2722, 27/F, No.1 Hung To Road, Kwun Tong

Kowloon, Hong Kong 999077

People’s Republic of China 325025

December 6, 2022

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange
Commission

Washington, D.C. 20549-4720

Attn: Erin Donahue

    Re:

    Millennium Group International Holdings Ltd

    Registration Statement on Form F-1

    Submitted November 18, 2022

    CIK No. 0001903995

Dear Ms. Donahue:

This letter is in response to your letter on December
2, 2022, in which you provided a comment to the Registration Statement on Form F-1 (the “Registration Statement”) of Millennium
Group International Holdings Ltd (the “Company”) filed with the U.S. Securities and Exchange Commission on November 18, 2022.
On the date hereof, the Company has submitted the first Amendment to Registration Statement on Form F-1. We set forth below in bold the
comment in your letter relating to the Registration Statement followed by our response to each comment.

Amendment 1 to Form F-1 Filed on November
18, 2022

Exhibit Index

Exhibit 23.1, page II-5.

    1.
    Please make arrangements with your auditor and amend your filing to provide a currently dated auditors' consent.

RESPONSE: We respectfully advise the Staff
that we have filed a Part II amendment on Form F-1 to include a currently dated auditors’ consent.

We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.

    Sincerely,

    /s/ Ming Yan Lai

    Ming Yan Lai

    Chief Executive Officer and Director