TIAN RUIXIANG in Advanced Talks to Combine With An Asia-Pacific Leading InsurTech In Addition to Advancing Its 15,000 Bitcoin Acquisition Strategy

Tian Ruixiang (NASDAQ: TIRX) is in advanced, final-stage talks to combine with a leading Asia-Pacific InsurTech while continuing its previously announced 15,000 BTC acquisition strategy.

Rhea-AI Summary

Tian Ruixiang (NASDAQ: TIRX) is in advanced, final-stage talks to combine with a leading Asia-Pacific InsurTech while continuing its previously announced 15,000 BTC acquisition strategy. The deal would use TIRX as the exclusive U.S. public platform, keep existing shareholders public, and aim to attract institutional interest and expanded coverage.

Management says no definitive agreement has been reached and updates will be provided as appropriate.

Positive

• Exclusive US platform for a high-growth Asia-Pacific InsurTech
• Dual value drivers: strategic combination plus 15,000 BTC program
• Shareholders retain public ownership with full liquidity
• Potential institutional interest and expanded analyst coverage

Negative

• No definitive agreement reached yet, creating execution risk
• Integration risk combining large InsurTech operations with TIRX
• Bitcoin exposure adds price volatility to corporate balance sheet

Argus Feb 23 session

+72.73% close to close Open Argus

Details

News Market Reaction – TIRX

In the Feb 23 session, TIRX gained 72.73%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +72.7% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +72.7% in the session following this news. A strong positive reaction aligns with the Company’s pattern of sharp moves around ambitious crypto and InsurTech narratives. Prior 15,000 BTC and AI announcements triggered double‑digit swings, suggesting traders respond more to headline scale than fundamentals. However, recent heavy equity financing, a pending 1‑for‑50 reverse split, and prior post‑news selloffs highlight structural and dilution risks that could challenge the durability of any rally.

Key Figures

Planned Bitcoin acquisition: 15,000 BTC

Planned Bitcoin acquisition

15,000 BTC

Company’s Bitcoin acquisition strategy referenced in this release

Historical Context

5 past events · Latest: Feb 18

5 events

1. Feb 18

   Reverse stock split

   24h Move

   -18.8%

   Shareholders approved a 1-for-50 reverse split and major capital increase.

2. Feb 12

   AI health expansion

   24h Move

   -4.3%

   Announced AI healthcare partnership and acquisitions across Southeast Asia.

3. Feb 09

   Crypto alliance & bank deal

   24h Move

   +15.4%

   Revealed 15,000 BTC alliance and plan to acquire a $200B-asset Australian bank.

4. Feb 06

   Crypto stablecoin plan

   24h Move

   +15.0%

   Announced 15,000 BTC-backed alliance targeting government-backed stablecoin in ASEAN.

5. Feb 04

   AI initiative launch

   24h Move

   -16.3%

   Unveiled multi-billion-dollar AI initiative with aggressive growth expectations.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

insurtech, bitcoin

2 terms

insurtech technical

"a pre-eminent insurance technology (“InsurTech”) leader operating across the Asia-Pacific region"

Insurtech is the use of technology to improve and innovate the insurance industry. It involves developing digital tools and platforms that make buying, managing, and claiming insurance easier, faster, and more personalized—similar to how online banking transformed traditional banking services. For investors, insurtech represents an opportunity to support companies that are changing how insurance works and potentially capturing new markets through innovation.

bitcoin financial

"advancing Its 15,000 Bitcoin Acquisition Strategy"

Bitcoin is a decentralized digital currency and asset that exists only online, created and recorded through a public digital record maintained by many computers worldwide—think of it as a shared spreadsheet that no single person controls. Investors care because it behaves like a high-risk, high-reward store of value and speculative commodity: its supply is limited, its price can swing sharply, and owning it can change a portfolio’s risk, diversification and exposure to market sentiment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BEIJING, CHINA, Feb. 23, 2026 (GLOBE NEWSWIRE) -- TIAN RUIXIANG Holdings Ltd (NASDAQ: TIRX) (“Tian Ruixiang” or the “Company”), today confirms that it is in advanced and final-stage discussions for a transformative strategic business combination with a pre-eminent insurance technology (“InsurTech”) leader operating across the Asia-Pacific region.

In addition, the Company continues to progress its previously announced Bitcoin (BTC) acquisition strategy as part of its broad initiative to enhance long-term shareholder value.

This Asia-Pacific InsurTech leader is a well-capitalized, high-growth regional powerhouse with proprietary AI-driven underwriting, digital distribution, automated claims processing, and scalable operations across key high-growth markets in Asia. It has a strong track record of innovation, robust revenue growth, and institutional-quality operations positioned to redefine the digital insurance landscape.

Under the contemplated structure, the Asia-Pacific InsurTech intends to utilize Tian Ruixiang as its exclusive, long-term public platform to access U.S. capital markets and accelerate its global expansion. Existing TIRX shareholders will retain full public market ownership and participate in the substantial upside of the combined, upgraded InsurTech platform.

KEY CATALYSTS FOR SHAREHOLDERS

- Advanced and final-stage negotiations with a top-tier Asia-Pacific InsurTech giant

- TIRX targeted as the exclusive platform for a leading, institutionally backed InsurTech leader

- Dual value drivers: Transformative business combination plus ongoing BTC acquisition strategy

- No privatization: full public liquidity and ownership retained for all shareholders

- Clean, compliant NASDAQ listing with strong governance and transparent reporting

- Expected to attract significant institutional interest, expanded analyst coverage and material shareholder value creation

COMPANY STATEMENT

“We are in advancedand final-stage discussions with a leading Asia-Pacific InsurTech group for a transformative strategic business combination, in addition to continuing to advance our Bitcoin acquisition strategy,” stated the CEO of the Company.

“These initiatives represent a historic opportunity to unlock exceptional and sustainable value for all shareholders. We will provide updates as appropriate, while emphasizing that no definitive agreement has been reached.”

ABOUT TIAN RUIXIANG HOLDINGS LTD (NASDAQ: TIRX)

TIAN RUIXIANG Holdings Ltd (NASDAQ: TIRX) is a NASDAQ-listed holding company engaged in insurance-related services in China. The Company maintains a fully reporting, compliant public listing with a focus on strategic transformation, digital asset initiatives, and maximizing long-term shareholder value.

IMPORTANT DISCLOSURE

This press release contains forward-looking statements. The Company is in advanced and mature discussions but has not entered into any definitive agreement for the proposed business combination. There can be no assurance that these discussions will lead to a binding agreement, final terms or completed transaction. The Company continues to evaluate its Bitcoin acquisition strategy and will update the market as appropriate.

For investor and media enquiries, please contact:

TIAN RUIXIANG Holdings Ltd
Investor Relations Department
Email: ir@tianrx.com 

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Tian Ruixiang (TIRX) proposing in the February 23, 2026 business combination?

Tian Ruixiang intends to combine with an Asia-Pacific InsurTech using TIRX as its exclusive U.S. public platform. According to the company, the target is a well-capitalized regional InsurTech with AI underwriting, digital distribution, and scalable operations across Asia.

How does the proposed deal affect existing TIRX shareholders and listing status?

Existing shareholders will retain full public ownership and liquidity on NASDAQ under the proposal. According to the company, there is no planned privatization and the listing would remain compliant with strong governance and reporting.

What role does the 15,000 Bitcoin acquisition strategy play in TIRX's plan?

The 15,000 BTC program is presented as a parallel value driver alongside the InsurTech combination. According to the company, the BTC acquisition is part of a broader initiative to enhance long-term shareholder value.

Has Tian Ruixiang finalized the agreement with the Asia-Pacific InsurTech as of February 23, 2026?

No, Tian Ruixiang states that negotiations are advanced but no definitive agreement has been reached. According to the company, updates will be provided as appropriate while discussions continue in final-stage talks.

What operational strengths does the target Asia-Pacific InsurTech reportedly have?

The target is described as having AI-driven underwriting, automated claims processing, digital distribution, and scalable operations across key Asian markets. According to the company, it also has robust revenue growth and institutional-quality operations.

What are the primary risks investors should watch regarding the TIRX announcement?

Key risks include deal execution uncertainty, integration challenges, and increased crypto-related balance-sheet volatility. According to the company, negotiations remain ongoing and no definitive terms or timelines have been announced.