6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2024

Commission File Number: 001-41673

Millennium Group International Holdings Limited

(Translation of registrant’s name into English)

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

Kowloon, Hong Kong 999077

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒         Form 40-F ☐

Changes in Registrant’s Certifying Accountant.

(1) Previous Independent Registered Public Accounting Firm

(i) On January 5, 2024, Millennium Group International Holdings Limited (the “Company”) notified its independent registered public accounting firm, WWC, P.C. its decision to dismiss WWC, P.C. as the Company’s auditor.

(ii) The reports of WWC, P.C. on the financial statements of the Company for the fiscal years ended June 30, 2023 and 2022 and the related statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the fiscal years ended June 30, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii) The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee and the Board of Directors of the Company.

(iv) During the Company’s most recent fiscal year ended June 30, 2023 and through January 5, 2024, the date of dismissal, (a) there were no disagreements with WWC, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WWC, P.C., would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

(v) On January 5, 2024, the Company provided WWC, P.C. with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 6-K.

(2) New Independent Registered Public Accounting Firm

On January 5, 2023, the Audit Committee and the Board of Directors of the Company appointed Wei, Wei & Co., LLP as its new independent registered public accounting firm to audit the Company’s financial statements. During the two most recent fiscal years ended June 30, 2023 and 2022 and any subsequent interim periods through the date hereof prior to the engagement of appointed Wei, Wei & Co., LLP, neither the Company, nor someone on its behalf, has consulted appointed Wei, Wei & Co., LLP regarding:

(i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

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Exhibit Index

Exhibit No.	Description
16.1	Letter from WWC, P.C. addressed to the U.S. Securities and Exchange Commission

2

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.

	Millennium Group International Holdings Limited
Dated: January 11, 2024	By:	/s/ Ming Hung Lai
	Name:	Ming Hung Lai
	Title:	Chairman

3

EX-16.1

Exhibit 16.1

January 11, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Millennium Group International Holdings Limited pursuant to Form 6-K for the month of January 2024 (Commission File Number: 001-41673) (copy attached), which we understand it will be filed with the Securities and Exchange Commission regarding “Changes in Registrant’s Certifying Accountant”. We do not disagree with the contents of paragraphs (1)(i), (ii), (iv) and (v) on the Form 6-K.

Very truly yours,

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants