Form SCHEDULE 13D/A Regencell Bioscience Filed by: Regencell (BVI) Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
|
Regencell Bioscience Holdings Ltd (Name of Issuer) |
Ordinary Shares, $0.00001 Par Value (Title of Class of Securities) |
G7487R100 (CUSIP Number) |
Yat-Gai Au 9/F Chinachem Leighton Plaza, 29 Leighton Road Causeway Bay, K3, 00000 852 2155-0823 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G7487R100 |
| 1 |
Name of reporting person
Regencell (BVI) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
426,429,198.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
86.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The information had reflected the effect of the Issuer's 38-for-one forward stock split paid in the form of a stock bonus on June 13, 2025 (the "Forward Stock Split").
SCHEDULE 13D
|
| CUSIP No. | G7487R100 |
| 1 |
Name of reporting person
Yat-Gai Au | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
437,896,116.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
88.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The information had reflected the effect of the Forward Stock Split.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, $0.00001 Par Value | |
| (b) | Name of Issuer:
Regencell Bioscience Holdings Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
9/F Chinachem Leighton, Plaza 29 Leighton Road, Causeway Bay,
HONG KONG
, 00000. | |
Item 1 Comment:
This Amendment No. 7 to Schedule 13D (this "Amendment No. 7") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 27, 2021 (as amended to date, the "Schedule 13D") by Mr. Yat-Gai Au ("Mr. Au"), a Hong Kong citizen, and Regencell (BVI) Limited, a limited liability company organized in British Virgin Islands ("Regencell (BVI) Limited," and together with Mr. Au, the "Reporting Persons"), with respect to the ordinary shares of Regencell Bioscience Holdings Limited (the "Company" or "Issuer"), with par value $0.00001 per share (the "Ordinary Shares"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and (b) of the Schedule 13D are hereby amended and restated in their entirety with the following:
The responses to Items 7 to 13 of each of the cover page of this Amendment No. 7 for the Reporting Persons are incorporated herein by reference.
Percentage is calculated based on the 494,488,908 ordinary shares of the Issuer issued and outstanding as of July 11, 2025, information provided by the Issuer, and such number had reflected the effect of the Forward Stock Split.
Mr. Au is the sole director and sole shareholder of Regencell (BVI) Limited and may be deemed to beneficially own the securities held by Regencell (BVI) Limited.
Mr. Au's spouse held of record 11,466,918 ordinary shares of the Issuer as of the date hereof and such number had reflected the effect of the Forward Stock Split. Mr. Au may be deemed to beneficially own the securities held by his spouse.
Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, none of the persons identified in Item 2 to Schedule 13D beneficially owns any Ordinary Shares of the Issuer. | |
| (b) | See Item 5(a) above. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety with the following:
Except as disclosed in this Item 5 of the Schedule 13D, no transactions in the Ordinary Shares were effected during the past sixty (60) days by the Reporting Persons, or to the knowledge of the Reporting Persons, any persons identified in Item 2 to Schedule 13D. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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