Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001874958 XXXXXXXX LIVE 7 Ordinary Shares, $0.00001 Par Value 07/11/2025 false 0001829667 G7487R100 Regencell Bioscience Holdings Ltd 9/F Chinachem Leighton Plaza 29 Leighton Road Causeway Bay K3 00000 Yat-Gai Au 852 2155-0823 9/F Chinachem Leighton Plaza 29 Leighton Road Causeway Bay K3 00000 0001874958 N Regencell (BVI) Limited AF N D8 426429198.00 0.00 426429198.00 0.00 426429198.00 N 86.2 CO 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"). Y Yat-Gai Au PF N K3 437896116.00 0.00 437896116.00 0.00 437896116.00 N 88.6 IN The information had reflected the effect of the Forward Stock Split. Ordinary Shares, $0.00001 Par Value Regencell Bioscience Holdings Ltd 9/F Chinachem Leighton Plaza 29 Leighton Road Causeway Bay K3 00000 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. 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. See Item 5(a) above. 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. None. Not applicable. Regencell (BVI) Limited /s/ Yat-Gai Au Yat-Gai Au, Sole Director 07/11/2025 Yat-Gai Au /s/ Yat-Gai Au Yat-Gai Au 07/11/2025