[6-K] TIAN RUIXIANG Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Tian Ruixiang Holdings Ltd approved a consolidation of its Class A ordinary shares, combining every five (5) Class A shares (par value US$0.025) into one (1) Class A share (par value US$0.125). The consolidation becomes effective on the commencement of the fifth business day following passage of the ordinary resolution or on a later date the Board may set. Voting on the matter shows strong shareholder support with 98.20% for, 0.01% against and 0.00% abstain/withhold. The filing text includes truncated or missing subsections (parts b and c) so additional implementation details and context are not provided in this excerpt.

Insights

Corporate Governance Expert

TL;DR: Board-approved 5-for-1 share consolidation passed with overwhelming shareholder support; disclosure lacks full implementation details.

The company executed a forward stock consolidation that reduces the issued share count by combining five Class A shares into one Class A share, increasing the par value proportionally. Such consolidations are typically used to simplify the capital structure or adjust the share price per exchange listing requirements. The vote results show near-unanimous approval which reduces governance risk of the action being overturned. However, the filing excerpt omits parts b and c and gives no rationale, timetable beyond a conditional effective date, or shareholder instructions for exchange of certificates, which are material for holders. Given the limited disclosure here, stakeholders cannot fully assess operational or market impacts.

Securities Analyst

TL;DR: A 5-for-1 consolidation passed with 98.20% support; immediate market impact is likely neutral absent further context.

The explicit mechanics shown convert every five Class A shares (US$0.025 each) into one Class A share (US$0.125 each), preserving proportional par value. The conditional effective timing—the fifth business day after passage or later as set by the Board—is specified, but no further operational details, pro forma share counts, or listing implications are disclosed in the excerpt. Without transaction-size metrics or rationale, this is a structural corporate action with uncertain short-term price effects; historically, reverse/forward splits often have neutral long-term financial impact unless accompanied by other corporate changes.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001- 39925

TIAN RUIXIANG Holdings Ltd

Room 918, Jingding Building,

Xicheng District, District, Beijing,

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40- F.

Form 20-F x Form 40-F ¨

Results of TIAN RUIXIANG Holdings Ltd.’s Extraordinary General Meeting

of Shareholders on August 18, 2025

An Extraordinary General Meeting of Shareholders (the “Meeting”) of TIAN RUIXIANG Holdings Ltd. (the “Company”) was held at Room 918, Jingding Building, Xicheng District, Beijing, People’s Republic of China on August 18, 2025, at 10:00 a.m. Beijing Time, pursuant to notice duly given.

At the close of business on August 4, 2025, the record date for the determination of shareholders of the Company entitled to vote at the Meeting, there were 120,757,154 shares of Class A ordinary shares (each share being entitled to one (1) vote), and 1,050,000 shares of Class B ordinary shares outstanding (each share being entitled to six hundred (600) votes). At the Meeting, the holders of (1) 107,313,027 shares of Class A ordinary Shares, and (2) 1,050,000 shares of Class B ordinary shares, representing a total of 750,757,154 votes, were represented in person or by proxy, constituting a quorum.

The shareholders adopted the following resolution (“Resolution 1”) at the Meeting:

1. with immediate effect upon the commencement of the fifth business day following the passing of the ordinary resolution or such later date as the Board of Directors may determine in its sole discretion:

a. All the issued and authorised but unissued shares of the Company (collectively, the Shares) to be consolidated as follows:

i. every five (5) class A ordinary shares of a par value of US$0.025 each into one (1) class A ordinary share of a par value of US$0.125 each; and

ii. every five (5) class B ordinary shares of a par value of US$0.025 each into one (1) class B ordinary share of a par value of US$0.125 each,

with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the Share Consolidation);

b. as a result of the Share Consolidation, the authorised share capital of the Company will be amended from US$200,000,000 consisting of 8,000,000,000 shares comprising of (i) 7,600,000,000 class A ordinary shares of a par value of US$0.025 each, and (ii) 400,000,000 class B ordinary shares of a par value of US$0.025 each, to US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each; and

c. no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole number of Share.

At the Meeting, the Votes for Resolution 1 were as follows:

Class	Votes For (Shares)	Voting Power For	Votes Against (Shares)	Voting Power Against	Votes Abstain/ Withhold (Shares)	Voting Power Abstain/ Withhold	Total Voting Power (per class)
Class A	107,249,995	107,249,995	57,512	57,512	5,520	5,520	120,757,154
Class B	1,050,000	630,000,000	0	0	0	0	630,000,000
Total	108,299,995	737,249,995	57,512	57,512	5,520	5,520	750,757,154

Percentages of Total Voting Power (750,757,154)

• For: 98.20%

• Against: 0.01%

• Abstain/Withhold: 0.00%

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		TIAN RUIXIANG Holdings Ltd
	Date: August 21, 2025	By:	/s/ Sheng Xu
		Name:	Sheng Xu
		Title:	Chief Executive Officer

FAQ

What consolidation did Tian Ruixiang Holdings (TIRX) approve?

The company approved a consolidation where every five (5) Class A ordinary shares (par value US$0.025) are combined into one Class A ordinary share (par value US$0.125).

When does the share consolidation become effective for TIRX?

The consolidation becomes effective on the commencement of the fifth business day following passage of the ordinary resolution, or on a later date if determined by the Board.

How did shareholders vote on the consolidation?

Voting reported in the excerpt was 98.20% For, 0.01% Against, and 0.00% Abstain/Withhold.

Does the filing explain why TIRX is consolidating shares?

No. The provided text does not include any stated rationale for the consolidation.

Are there details about exchanging certificates or pro forma share counts?

The excerpt does not provide instructions for share exchange, pro forma share counts, or other implementation details.