SCHEDULE: Regencell Bioscience Holdings Reports Significant Beneficial Ownership Post-Stock Split
Beneficial Ownership Update
Regencell (BVI) Limited and Yat-Gai Au have updated their beneficial ownership in Regencell Bioscience Holdings Ltd, reflecting an 86.2% and 88.6% stake respectively, following a 38-for-one forward stock split.
Summary
- Regencell (BVI) Limited and Yat-Gai Au, the Reporting Persons, filed Amendment No. 7 to their Schedule 13D regarding their beneficial ownership of Regencell Bioscience Holdings Ltd's Ordinary Shares.
- The reported share numbers reflect the effect of a 38-for-one forward stock split, paid in the form of a stock bonus on June 13, 2025.
- Regencell (BVI) Limited beneficially owns 426,429,198 Ordinary Shares, representing 86.2% of the class.
- Yat-Gai Au beneficially owns 437,896,116 Ordinary Shares, representing 88.6% of the class.
- Mr. Au's beneficial ownership includes shares held by Regencell (BVI) Limited (as he is its sole director and shareholder) and 11,466,918 shares held by his spouse.
- The percentage calculations are based on 494,488,908 Ordinary Shares issued and outstanding as of July 11, 2025.
- No transactions in Ordinary Shares were effected by the Reporting Persons or related individuals during the past sixty days, other than those disclosed in Item 5.
Sentiment
Score: 5
Explanation: The document is a routine amendment to report beneficial ownership changes following a stock split. It does not contain positive or negative financial performance news, thus maintaining a neutral sentiment.
Related Party Transactions
- Mr. Yat-Gai Au, the sole director and sole shareholder of Regencell (BVI) Limited, is deemed to beneficially own the securities held by Regencell (BVI) Limited.
- Mr. Au's spouse held 11,466,918 ordinary shares, and Mr. Au is deemed to beneficially own these securities.
Stakeholder Impact
- Shareholders: The forward stock split impacts the number of shares held by existing shareholders, but not their overall percentage ownership unless they bought or sold. The high concentration of ownership by Mr. Au and Regencell (BVI) Limited indicates strong insider control.
Key Dates
| Date | Description |
|---|---|
| 2021-07-27 | Original Schedule 13D filed with the SEC. |
| 2025-06-13 | Effective date of the Issuer's 38-for-one forward stock split paid in the form of a stock bonus. |
| 2025-07-11 | Date of event which requires filing of this Amendment No. 7; also the date as of which the number of issued and outstanding ordinary shares (494,488,908) and beneficial ownership percentages are calculated. |
Keywords
Regencell Bioscience Holdings Ltd, Ordinary Shares, Schedule 13D, Beneficial Ownership, Stock Split, Yat-Gai Au, Regencell (BVI) Limited, SEC Filing, Corporate Governance, Shareholder Stake
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