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 ~~February~~March 2026

Commission File Number: 001-40617

Regencell Bioscience Holdings Limited

(Registrant’s Name)

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 ☐

~~Lock-up~~INCORPORATION ofBY ~~Directors and Employees~~REFERENCE

~~Regencell~~The ~~Bioscience~~documents ~~Holdings~~attached ~~Limited~~as ~~today announced~~Exhibits ~~that~~1.1, ~~all~~8.1 ~~employees~~ and ~~directors~~23.2 ~~who~~to ~~were~~this ~~previously~~current report ~~granted~~on ~~stock~~Form ~~options~~6-K ~~have~~are ~~agreed~~hereby toincorporated aby ~~further~~reference ~~lock-up~~into ~~undertaking for~~the anRegistration ~~additional~~Statement 12on ~~months,~~Form ~~until~~F-3 ~~April 20, 2027~~(No. ~~Under~~333-294722) ~~this~~filed with ~~extended~~the ~~undertaking,~~U.S. ~~100%~~Securities ofand ~~each~~Exchange ~~such~~Commission ~~employee’s~~(the ~~shares~~“Commission”) ~~and vested~~on ~~share~~March ~~options~~30, 2026 and ~~82%~~the toprospectus ~~92%~~supplement (No. 333-294722) offiled ~~each~~with ~~such~~the ~~director’s~~Commission ~~shares~~on ~~and~~March ~~vested~~30, ~~share~~2026 ~~options~~by ~~will~~Regencell ~~remain~~Bioscience ~~subject~~Holdings toLimited (the ~~lock-up undertaking~~“Company”), ~~during~~and ~~the~~shall be ~~additional~~a ~~12-month~~part ~~lock-up~~thereof ~~period.~~from Athe ~~form~~date ofon ~~the~~which ~~lock-up~~this ~~undertaking~~current ~~extension~~report is ~~attached hereto as Exhibit 99.1. Previously~~furnished, ~~all~~to ~~such~~the ~~directors~~extent ~~and~~not ~~employees~~superseded ~~had~~by ~~signed~~documents ~~lock-up~~or ~~undertakings~~reports ~~and~~subsequently filed ~~related~~or ~~extensions until April 20, 2026~~furnished.

The Company is filing material documents not previously filed.

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
1.1		Form of Sales Agreement between Regencell Bioscience Holdings Limited and Univest Securities, LLC
8.1		Opinion of Ogier (Cayman) LLP regarding certain Cayman Islands tax matters
23.3		Consent of Ogier (Cayman) LLP (included in Exhibit 8.1)

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: ~~February~~March 1330, 2026

	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