UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 ~~UNDER THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~UNDER ~~the~~THE ~~month~~SECURITIES ofEXCHANGE ~~June~~ACT ~~2024~~OF 1934

~~Commission~~For ~~File~~the ~~Number~~month ~~001-40617~~of January 2025

Commission File Number: 001-40617

Regencell Bioscience Holdings Limited

9/F Chinachem Leighton Plaza

29 Leighton Road

Causeway Bay, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:

Form 20-F ☒ Form 40-F ☐

~~INFORMATION~~Lock-up ~~CONTAINED~~of INDirectors ~~THIS~~and ~~FORM 6-K REPORT~~Employees

~~Pursuant~~Regencell toBioscience ~~Nasdaq~~Holdings ~~Rule~~Limited ~~5250(c)(2),~~today ~~Regencell~~announced ~~Bioscience~~that ~~Holdings~~all ~~Limited~~directors ~~(the~~and ~~“Company”)~~employees ~~hereby~~who ~~furnishes~~were ~~its~~previously ~~unaudited~~granted ~~condensed~~stock ~~consolidated~~options ~~interim~~have ~~balance~~agreed ~~sheets~~to ~~and~~a further lock-up undertaking for an additional ~~statement~~15 ofmonths, ~~operations~~until ~~and~~April ~~comprehensive~~20, ~~loss~~2026. ~~for~~Their ~~its~~shares ~~six~~will ~~months~~remain ~~ended~~locked onup ~~December~~until ~~31,~~such ~~2023,~~date. ~~which~~A ~~are~~form of the lock-up undertaking is attached hereto as Exhibit 99.1. toPreviously, ~~this Form~~all 6such directors and employees had signed lock-Kup undertakings and related extensions until January 20, 2025.

Exhibit No.		Description of Exhibit
99.1		Regencell Bioscience Holdings Limited Announces First Half 2024 Financial Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 20, 2024
	Regencell Bioscience Holdings Limited
	By:	/s/ Yat-Gai Au
		Name:	Yat-Gai Au
		Title:	Chief Executive Officer and Chairman of the Board of Directors

Date: January 15, 2025

	Regencell Bioscience Holdings Limited

	By:	/s/ Yat-Gai Au
	Name:	Yat-Gai Au
	Title:	Chief Executive Officer and Chairman of the Board of Directors

[Signature Page to Form 6-K]

EXHIBIT INDEX

Exhibit No.		Description
99.1		Form of Letter of Lock-up Undertaking

Filing Compare · Regencell Bioscience Holdings Ltd