Tian Ruixiang Hldgs Ltd SEC Filings

TIAN RUIXIANG Holdings Ltd (TIRX) agreed to acquire 80% of Beyond Coastline through a share exchange. The Purchaser will issue 7,200,000 Class A Ordinary Shares (the “TRX Exchange Shares”), reflecting $14.4 million at $2.0 per share.

The TRX Exchange Shares will be held in escrow and released only if Beyond Coastline achieves a $3 million profit and $27 million revenue during the 12-month period after closing, and makes a $2.4 million mandatory profit distribution to the Purchaser. If profit exceeds $3 million and an excess profit distribution is paid, the Company may issue additional Earn-Out Shares calculated as excess net income × 6 divided by the per-share price.

At closing, Beyond Coastline will become an 80% owned subsidiary. The Seller receives registration rights for the TRX Exchange Shares. The TRX Exchange Shares will represent about 21.6% of total issued and outstanding Class A Ordinary Shares and about 4.5% of total voting power immediately after completion. TIRX will also issue Advisory Consideration Shares equal to 10% of the TRX Exchange Shares to a consultant. The issuances rely on Reg S/Reg D exemptions. Closing is anticipated on or about November 5, 2025.

TIAN RUIXIANG (TIRX) announced a stock-for-stock acquisition of Ren Talents Inc., a U.S. talent management and agency business. TRX’s wholly owned subsidiary will acquire 100% of Ren Talents in exchange for 3,211,010 newly issued Class A ordinary shares, valuing the deal at US$7.0 million based on a US$2.18 weighted average share price.

The TRX shares will be placed in escrow and released only if Ren Talents meets net income targets over two consecutive 12‑month periods. All shares are released in a lump sum only if average net income for each period is at least US$1 million; otherwise, any unreleased shares are forfeited. An earn‑out may grant additional shares equal to (excess net income × 7) ÷ per‑share price.

TRX also agreed to issue Advisory Consideration Shares equal to 10% of the TRX Exchange Shares for financial advisory services. Upon completion, the exchange shares will represent approximately 10.9% of Class A shares outstanding and 2.1% of voting power. The securities were issued in unregistered transactions relying on Regulation S and/or Regulation D, and the Seller has certain registration rights. Closing is anticipated on or about November 5, 2025.

TIAN RUIXIANG Holdings Ltd (TIRX) launched a primary offering of 2,000,000 Class A ordinary shares and Ordinary Warrants to purchase up to 4,000,000 Class A shares. The combined purchase price per share and accompanying warrant is US$1.50, for gross proceeds of US$3,000,000. A.G.P./Alliance Global Partners is acting as financial advisor.

The company will pay a 7.5% financial advisory fee of US$330,000, with proceeds before expenses of US$2,670,000. The Ordinary Warrants are immediately exercisable at US$1.50 per share and expire five years from issuance, subject to a 9.99% beneficial ownership cap (adjustable on 61 days’ notice). Underlying shares may be issued on a continuous basis pursuant to Rule 415. The Class A shares trade on Nasdaq as “TIRX”; the warrants will not be listed.

Delivery versus payment settlement is expected on October 14, 2025, subject to customary conditions. Net proceeds are intended for working capital and general corporate purposes. The company may receive additional cash proceeds if warrants are exercised for cash; cashless exercise is permitted if a registration for warrant shares is not available.

TIAN RUIXIANG (TIRX) furnished a Form 6-K that incorporates multiple exhibits into its effective financing documents, specifically the Company’s Form F-3 (Registration No. 333-269348) and a prospectus supplement dated October 14, 2025.

The exhibits include a Form of Ordinary Warrant, legal and tax opinions from Ogier, a Form of Securities Purchase Agreement, a Financial Advisor Agreement dated October 10, 2025 with A.G.P./Alliance Global Partners, and a pricing release. These materials become part of the referenced registration documents from the furnishing date, to the extent not superseded by later filings.

TIAN RUIXIANG Holdings Ltd (TIRX) provided an internal disclosure to its auditor and asked RBSM LLP to state whether it agreed with those disclosures. RBSM furnished a letter responding to that request; that letter is filed as Exhibit 16.1 to this Form 6-K and is dated September 8, 2025. The Form 6-K lists the exhibit and shows the document signature block naming Baohai Xu as Chief Executive Officer on September 8, 2025. The filing records the submission and attachment of the auditor's letter but does not include the letter text or additional financial details in the excerpt provided.