Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its entirety with the following: Item 3 of the Schedule 13D is incorporated by reference to this Item 4. Sale and Purchase Agreement On March 10, 2025, Regencell (BVI) Limited entered into the Sale and Purchase Agreement with the Seller to purchase 652,982 Ordinary Shares of the Issuer from the Seller at an aggregate price of $6,203,329, or $9.50 per share, subject to the terms and conditions therein. The closing conditions are customary. The closing is expected to be on or around March 13, 2025. The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is attached hereto and incorporated herein by reference. The Reporting Persons acquired the Ordinary Shares described in Items 3 and 5(c), and all other Ordinary Shares purchased since the initial filing of Schedule 13D on July 27, 2021, for investment purposes. Except for the foregoing and except in Yat-Gai Au's capacity as the Chief Executive Officer and the chairman of the board of director of the Issuer and the beneficial owner of the Ordinary Shares of the Issuer, other than as set forth in the Schedule 13D, the Reporting Persons, or to the knowledge of the Reporting Persons, the persons identified in Item 2 to Schedule 13D, do not have any plans or proposals which relate to or would result in, any of the matters described in subsections (a) through (j) of Item 4 of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons, and any persons identified in Item 2 to Schedule 13D, may change their purpose or formulate different plans or proposals with respect thereto at any time. General The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors of the Issuer, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore: sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors of the Issuer.