CORRECTION -- TIAN RUIXIANG Holdings Ltd. Enters Into Agreement to Acquire REN Talents Inc.

Rhea-AI Summary

TIAN RUIXIANG Holdings (NASDAQ: TIRX) announced a definitive agreement to acquire REN Talents Inc. The company will issue 3,211,010 Class A ordinary shares at $2.18 per share. The transaction is expected to close on or about November 5, 2025, subject to mutual agreement. REN Talents is a full-service creative brand agency with offices in New York and Paris, serving over 100 clients across fashion, beauty, lifestyle and entertainment and managing talents including actress Maggie Q. TRX said the deal supports its U.S. and Europe expansion and aims to integrate insurance with brand and lifestyle services to reach C-end customers.

Positive

• Consideration: 3,211,010 shares issued at $2.18
• Acquires agency with New York and Paris offices
• REN served over 100 clients since 2021
• Adds access to celebrity talent Maggie Q

Negative

• Issuance of 3,211,010 shares may dilute existing shareholders
• Closing targeted on Nov 5, 2025 introduces timing uncertainty

Insights

M&A Strategist

Share‑based acquisition gives TRX immediate creative-market access in New York and Paris; impact depends on integration and commercial traction.

TRX will issue 3,211,010 Class A ordinary shares at $2.18 per share to acquire REN Talents Inc. That structure closes around November 5, 2025 and delivers an agency with offices in New York and Paris and a roster of clients and talents across fashion, beauty, lifestyle and entertainment.

The transaction converts equity, not cash, so it preserves cash while diluting existing equity by the share issuance amount. The deal’s value and strategic benefit rest on the Target’s ability to translate creative services into measurable revenue or distribution channels for TRX’s stated insurance and lifestyle integration.

Watch near term for finalized closing on November 5, 2025, any disclosed pro forma share count or dilution metrics, and early revenue or contract announcements tying REN’s clients/talents to TRX offerings within the next 6–12 months.

Integration & Commercial Lead

Acquisition adds branded creative capabilities and market presence in the U.S. and Europe; commercial integration will determine investor value.

REN Talents Inc. brings experience with over 100 clients and access to talent and KOL resources, plus offices in two major creative hubs. Those assets create channels TRX can use to pilot an "Insurance + Brand + Lifestyle" approach across consumer touchpoints.

Key dependencies include contract retention, cross‑selling execution, and measurable monetization of creative-for-insurance initiatives. The share consideration means TRX did not deploy cash but must disclose how it will measure success and protect shareholder value.

Monitor filings for pro forma ownership, client retention announcements, early partnership or cross-sell pilots, and any revenue or expense guidance updates over the next 6–12 months.

BEIJING, Nov. 07, 2025 (GLOBE NEWSWIRE) -- In a release issued under the same headline on November 5th by TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX), please note that multiple edits have been made. The corrected release follows:

TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company” or “TRX”) today announced that it has entered into a definitive agreement to acquire REN Talents Inc. (the “Target”), pursuant to which it will issue 3,211,010 Class A ordinary shares at a price of $2.18 per share. The closing of the transaction is anticipated to occur on or about November 5, 2025, or such other date as mutually agreed by the parties.

The Target is a full-service creative brand agency with offices in New York and Paris, specializing in fashion, beauty, lifestyle and entertainment. Since its founding in 2021, the company has served over 100 cross-industry clients—ranging from fashion brands like ANTA, PEAK, Xtep and Urban Revivo to technology firms like Xiaomi, OPPO and Infinix, as well as retailers such as Miniso, AliExpress —providing brand strategy, marketing activation and content development services. The company also manages internationally renowned talents such as actress Maggie Q, with exclusive access to top-tier KOL resources and creative partnerships with global fashion media.

Mr. Baohai Xu, Director, Chairman and CEO of TRX, said, “We are excited to officially welcome REN Talents Inc. to the TRX family. The expansion into the U.S. and European markets represents a critical pillar in TRX’s globalization strategy and a major initiative to diversify its international footprint beyond its core insurance business. The U.S. and Europe—home to mature financial systems, strong consumer spending power, and world-leading creative and branding industries—serve as vital hubs for innovation at the intersection of finance and lifestyle services. Through the acquisition of REN Talents Inc., which maintains offices in New York and Paris, TRX gains strategic access to integrate insurance services into diverse consumer and lifestyle touchpoints, creating an “Insurance + Brand + Lifestyle” ecosystem that enhances engagement with C-end customers and amplifies the Company’s global brand influence. Looking ahead, TRX will continue leveraging its insurance expertise, capital strength, and innovative capabilities to deepen its presence in key international consumer markets, establishing itself as a globally influential financial and lifestyle services group.”

About TIAN RUIXIANG Holdings Ltd
TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China through its China-based variable interest entity. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other types of insurance, such as health insurance, life insurance, and other miscellaneous insurance.

About REN Talents Inc.
Founded in 2021, REN Talents Inc. is a global creative brand agency headquartered in New York with office in Paris. The company provides integrated brand strategy, creative marketing, and content production services for international clients in fashion, beauty, lifestyle, and technology sectors. With exclusive access to celebrities and KOL resources, as well as partnerships with leading fashion publications, the company has built a strong reputation for bridging Eastern and Western cultures in the creative industry.

Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These include statements regarding future plans, objectives, expectations and intentions, and involve known and unknown risks and uncertainties. Words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “continue,” or similar expressions identify these statements. These forward-looking statements are based on current expectations and assumptions and are not guarantees of future performance; actual results may differ materially. TIAN RUIXIANG Holdings Ltd. undertakes no obligation to update these statements for subsequent events or circumstances, except as required by law.

For investor and media enquiries, please contact:
TIAN RUIXIANG Holdings Ltd
Investor Relations Department
Email: ir@tianrx.com

FAQ

What did TIRX announce about acquiring REN Talents on November 7, 2025?

TIRX announced a definitive agreement to acquire REN Talents and will issue 3,211,010 Class A shares at $2.18 per share.

When is the TIRX–REN Talents transaction expected to close?

The closing is anticipated to occur on or about November 5, 2025, or another mutually agreed date.

What business does REN Talents operate and where are its offices?

REN Talents is a full-service creative brand agency with offices in New York and Paris, focused on fashion, beauty, lifestyle and entertainment.

How does the REN Talents acquisition fit TIRX's strategy (TIRX)?

TIRX says the deal supports its U.S. and Europe expansion and aims to integrate insurance with brand and lifestyle services to reach C-end customers.

Which notable clients or talents does REN Talents represent relevant to TIRX investors?

REN Talents has served over 100 clients (including ANTA, Xiaomi, Miniso) and manages talents such as Maggie Q.

What is the direct shareholder impact disclosed for the TIRX acquisition?

The company will pay with 3,211,010 Class A ordinary shares at $2.18, a capital issuance that may affect share count.