Regencell Bioscience (RGC) CEO reports 437,896,116 indirect shares

Rhea-AI Filing Summary

Regencell Bioscience Holdings Ltd director and Chief Executive Officer Au Yat-Gai filed an initial ownership report showing indirect control over 437,896,116 ordinary shares. This includes 426,429,198 shares held by Regencell (BVI) Limited and 11,466,918 shares held by his spouse, which he may be deemed to beneficially own.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

AU YAT-GAI

(Last) (First) (Middle)

C/O 9/F CHINACHEM LEIGHTON PLAZA

29 LEIGHTON ROAD, CAUSEWAY BAY

(Street)

HONG KONG

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Regencell Bioscience Holdings Ltd [ RGC ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares, par value $0.00001	437,896,116	I	By Regencell (BVI) Limited and Mr. Yat-Gai Au's spouse(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person is the sole director and sole shareholder of Regencell (BVI) Limited which holds 426,429,198 ordinary shares, par value $0.00001, of the Issuer ("Ordinary Shares"). Mr. Yat-Gai Au's spouse holds 11,466,918 Ordinary Shares. The Reporting Person may be deemed to beneficially own the securities of the Issuer held by Regencell (BVI) Limited and his spouse.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ James Wai Hong Chung, attorney-in-fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Regencell Bioscience (RGC) Form 3 for Au Yat-Gai disclose?

The Form 3 discloses that CEO and director Au Yat-Gai has indirect beneficial ownership of 437,896,116 ordinary shares. These shares are held through Regencell (BVI) Limited and his spouse, establishing his initial reported stake in the company.

How many Regencell (RGC) shares are held through Regencell (BVI) Limited?

Regencell (BVI) Limited holds 426,429,198 ordinary shares of Regencell Bioscience. Au Yat-Gai is the sole director and sole shareholder of this entity, so he may be deemed to beneficially own these securities under the Form 3 disclosure.

How many Regencell (RGC) shares are owned by Au Yat-Gai’s spouse?

Au Yat-Gai’s spouse holds 11,466,918 ordinary shares of Regencell Bioscience. Combined with the Regencell (BVI) Limited position, these holdings bring his reported indirect beneficial ownership to a total of 437,896,116 ordinary shares on the Form 3.

Is the Regencell (RGC) Form 3 a buy or sell transaction?

The Form 3 is not a buy or sell transaction; it is an initial statement of beneficial ownership. It records existing indirect holdings of 437,896,116 ordinary shares rather than reporting new purchases or sales in the market.

How are Au Yat-Gai’s Regencell (RGC) holdings characterized in this filing?

The holdings are characterized as indirect beneficial ownership of ordinary shares. They are attributed to Regencell (BVI) Limited, where he is sole director and shareholder, and to shares owned by his spouse, which he may be deemed to beneficially own.

Does the Regencell (RGC) Form 3 mention any derivative securities?

The Form 3 data provided does not list any derivative securities positions. It focuses on indirect ownership of ordinary shares held through Regencell (BVI) Limited and the reporting person’s spouse, totaling 437,896,116 ordinary shares after the reported holdings.