Amended Statement of Beneficial Ownership (sc 13d/a)
26 Julho 2022 - 9:34AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 5)
Regencell
Bioscience Holdings Limited
(Name
of Issuer)
Ordinary
Shares, $0.00001 Par Value
(Title
of Class of Securities)
G7487R100
(CUSIP
Number)
Yat-Gai
Au
11/F
First Commercial Building
33-35
Leighton Road
Causeway
Bay, Hong Kong
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
25, 2022
(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
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
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).
CUSIP
Number: G7487R100
| 1 |
NAME OF REPORTING PERSON: Regencell (BVI) Limited
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
10,561,594 Ordinary Shares |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
10,561,594 Ordinary Shares |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,561,594 Ordinary Shares |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.2% |
| 14 |
TYPE OF REPORTING PERSON
CO |
CUSIP
Number: G7487R100
| 1 |
NAME OF REPORTING PERSON: Yat-Gai Au
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
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 Special Administrative Region of the People’s Republic
of China (“Hong Kong”) |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
10,561,594 Ordinary Shares |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
10,561,594 Ordinary Shares |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,561,594 Ordinary Shares |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.2% |
| 14 |
TYPE OF REPORTING PERSON
IN |
CUSIP Number: G7487R100
This Amendment No. 5 to Schedule 13D (this “Amendment
No. 5”) amends and supplements the Schedule 13D (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, a Hong
Kong citizen, and Regencell (BVI) Limited., a limited liability company organized in British Virgin Islands (“Regencell (BVI)
Limited,” and together with Mr. Yat-Gai 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 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule
13D is hereby amended and supplemented by adding the following at the end of Item 3:
Between June 7, 2022
and July 25, 2022, Regencell (BVI) Limited acquired a total of another 22,435 Ordinary Shares from open market purchases at an aggregate
price of $885,815. Regencell (BVI) Limited used Mr. Yat-Gai Au’s personal funds to effect these purchases of Ordinary Shares.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule
13D is hereby amended and restated in its entirety with the following:
(a)-(b) The responses
to Items 7 to 13 of each of the cover page of this Amendment No. 5 for the Reporting Persons are incorporated herein by reference.
Percentage is calculated based
on the 13,012,866 ordinary shares of the Issuer issued and outstanding as of July 26, 2022, information provided by the Issuer.
Mr. Yat-Gai 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.
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.
(c) Between June 7, 2022 and
July 25, 2022, Regencell (BVI) Limited acquired an aggregate of another 22,435 Ordinary Shares at share prices between $29.2100 and $44.9223
from open market purchases, all of which were purchased during the past sixty (60) days of the date of this Amendment No. 5. Details of
the transactions are set forth below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, full information
regarding the number of Ordinary Shares purchased at each separate price for these transactions.
| Date |
Number of Ordinary
Shares Purchased |
Average Daily Price per
Share |
| June 7, 2022 |
1,439 |
$38.2380 |
| June 8, 2022 |
1,546 |
$41.1858 |
| June 9, 2022 |
1,270 |
$42.6439 |
| June 10, 2022 |
2,104 |
$43.9703 |
| June 13, 2022 |
200 |
$42.7500 |
| June 14, 2022 |
700 |
$44.7771 |
| June 16, 2022 |
2,052 |
$44.9223 |
| June 17, 2022 |
1,428 |
$44.5158 |
| June 21, 2022 |
100 |
$42.4900 |
| June 22, 2022 |
2,242 |
$37.2231 |
| June 23, 2022 |
800 |
$34.2575 |
| June 24, 2022 |
1,554 |
$31.7374 |
CUSIP Number: G7487R100
| Date |
Number of Ordinary
Shares Purchased |
Average Daily Price per
Share |
| June 27, 2022 |
492 |
$30.2864 |
| June 28,2022 |
100 |
$29.2100 |
| June 29, 2022 |
100 |
$30.5200 |
| July 6, 2022 |
150 |
$37.0000 |
| July 7, 2022 |
32 |
$38.0000 |
| July 8, 2022 |
363 |
$37.9994 |
| July 11, 2022 |
100 |
$38.0000 |
| July 12, 2022 |
605 |
$39.5221 |
| July 13, 2022 |
300 |
$39.0135 |
| July 14, 2022 |
2,740 |
$38.2136 |
| July 15, 2022 |
200 |
$38.4100 |
| July 18, 2022 |
800 |
$38.2200 |
| July 19, 2022 |
100 |
$39.2000 |
| July 20, 2022 |
400 |
$37.7000 |
| July 21, 2022 |
200 |
$34.9500 |
| July 25, 2022 |
318 |
$33.2452 |
Except as disclosed in Items
3, 4 and 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.
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: July 26, 2022
| |
Regencell (BVI) Limited |
| |
|
|
| |
By: |
/s/ Yat-Gai Au |
| |
Name: |
Yat-Gai Au |
| |
Title: |
Sole Director |
| |
|
|
| |
/s/ Yat-Gai Au |
| |
Name: Yat-Gai Au |
[Signature Page to Schedule 13D/A]
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