6-K

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 the month of January 2023

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Lock-up of Directors and Employees

All directors and employees who were previously granted stock options have agreed to a further lock-up undertaking for an additional six months, until July 20, 2023, the second anniversary of the Company’s initial public offering. Their shares will remain locked up until such date. A form of the lock-up undertaking is attached hereto as Exhibit 99.1.

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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: January 4, 2023

[Signature Page to Form 6-K]

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EXHIBIT INDEX

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Exhibit 99.1

letterof Lock-Up Undertaking

Date: __________________

From: __________________ (the “Optionee”)

References are made in this letter (this “Letter”) to (i) an agreement of option to purchase ordinary share of Regencell Bioscience Holdings Limited dated                     , under which the Company granted certain options (the “Options”) to purchase ordinary shares of the Company in the amounts set forth therein; and (ii) a letter of lock-up undertaking by the Optionee dated                , under which the Optionee undertook to the Company, within the period of one year and six months immediately following the closing of the initial public offering of the Company, not to, and to procure any entities controlled by the Optionee and any trusts of which the Optionee is a beneficiary not to, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise transfer or dispose of any of the Options or shares issued upon exercise of the Options (the “Lock-upUndertaking”).

For good and valuable consideration received by the Optionee from the Company, the Optionee hereby agrees to extend the Lock-up Undertaking for an additional six months.

The laws of New York shall govern the interpretation, validity, administration, enforcement and performance of the terms of this letter agreement regardless of the law that might be applied under principles of conflicts of laws.

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In Witness Whereof, the Optionee has executed this letter agreement as of the date first set forth above.

Acknowledged byRegencell Bioscience Holdings Limited

Yat-Gai Au

Chief Executive Officer

Signature Page of the Letter of Lock-up Undertaking