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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 20 - F □ REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR × ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30 , 2021 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR □ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report for the transition period from Commission file number : 001-40617 REGENCELL BIOSCIENCE HOLDINGS LIMITED ( Exact Name of Registrant as Specified in its Charter ) N / A ( Translation of Registrant's Name into English ) Cayman Islands ( Jurisdiction of Incorporation or Organization ) 11 / F First Commercial Building 33-35 Leighton Road Causeway Bay , Hong Kong Tel : 852 2155 0823 ( Address of principal executive offices ) Yat - Gai Au Chief Executive Officer 11 / F First Commercial Building 33-35 Leighton Road Causeway Bay , Hong Kong Tel : 852 2155 0823 to ( Name , Telephone , E - mail and / or Facsimile number and Address of Company Contact Person ) Securities registered or to be registered pursuant to Section 12 ( b ) of the Act : Title of Each Class Ordinary shares , par value $ 0.00001 Name of Each Exchange on Which Registered NASDAQ Capital Market Securities registered or to be registered pursuant to Section 12 ( g ) of the Act : None ( Title of Class ) Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act : None ( Title of Class )