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 February 2026
Commission File Number: 001- 39925
TIAN RUIXIANG Holdings Ltd
2107, Block B, Shoudong International
Dongcheng 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 Annual General Meeting of Shareholders on February 17, 2026
An Annual General Meeting of Shareholders (the “Meeting”)
of TIAN RUIXIANG Holdings Ltd. (the “Company”) was held at 2107, Block B, Shoudong International, Dongcheng District, Beijing,
People’s Republic of China on February 17, 2027, at 10:00 a.m. Beijing Time, pursuant to notice duly given.
At the close of business on January 21, 2026, the record date
for the determination of shareholders of the Company entitled to vote at the Meeting, there were 43,603,573 shares of Class A ordinary
shares (each share being entitled to one (1) vote), and 210,000 shares of Class B ordinary shares outstanding (each share being
entitled to six hundred (600) votes). At the Meeting, the holders of (1) 39,388,370.31 shares of Class A ordinary Shares, and
(2) 210,000 shares of Class B ordinary shares, representing a total of 165,388,370.31 votes, were represented in person or by
proxy, constituting a quorum.
The shareholders adopted the following resolutions (the “Resolutions”)
at the Meeting:
| 1. | Share Capital Increase: Resolved, as an ordinary resolution, that with immediate effect, the authorised share capital of the
Company be increased from 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, to US$3,750,000,000
consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each,
and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each. |
| 2. | Amendment of the M&A: Resolved, a s a special resolution, that conditional upon the approval of the Share Capital Increase
and to reflect the Share Capital Increase: The first sentence of paragraph 8 of the currently effective memorandum of association of the
Company be amended and restated in its entirety to read as follows (the "Amendment of the M&A"): 'The authorised share capital
of the Company is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares
of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.'" |
| 3. | Board Reverse Split Authority: Resolved, as an ordinary resolution, that conditional upon the approval of the Board of Directors
in its sole discretion, with effect as of the date the Board of Directors may determine: (i) all of the authorized, issued and outstanding
shares of the Company (collectively, the “Shares”) be consolidated, at any one time or multiple times within a period of three
(3) years from the date of the Meeting, at the exact consolidation ratio and effective time as the Board of Directors may determine
in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, the
“Authorized Share Consolidations”, and each an “Authorized Share Consolidation”) shall not be less than 2:1 nor
greater than 5,000:1, 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 then effective memorandum and articles of association; (ii) no
fractional Shares be issued in connection with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise
be entitled to receive a fractional Share upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder
be rounded up to the next whole Share; and (iii) any change to the Company’s authorized share capital in connection with, and
as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such amendment to be determined by the Board
of Directors in its sole discretion; and any one director or officer of the Company be and is hereby authorised, for and on behalf of
the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse
Split Authority and Authorized Share Consolidations. |
| 4. | Further Amendment of the M&A: Resolved, as a special resolution, subject to and immediately following an Authorized Share
Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and
to the entire exclusion of, the Company’s then existing amended and restated memorandum and articles of association, to reflect
the relevant Authorized Share Consolidation upon its effectiveness. |
At the Meeting, the Votes for the Resolutions were as follows:
| PROPOSAL |
|
Class
of |
|
FOR | |
AGAINST | |
ABSTAIN/WITHHOLD | |
| |
|
|
Issue |
|
Shares
Voted | |
Voting
Power | |
%
of O/S Shares | |
%
of Votes
Cast | |
Shares
Voted | |
Voting
Power | |
of
O/S Shar | |
%
of Votes
Cast | |
Shares
Voted | |
Voting
Power | |
of
O/S Shar | |
%
of Votes
Cast | |
|
|
|
Class
A |
|
| 39,361,429.01 | |
| 39,361,429.01 | |
| 90.27 | % |
| 99.93 | % |
| 26,936.20 | |
| 26,936.20 | |
| 0.06 | % |
| 0.07 | % |
| 5.10 | |
| 5.10 | |
| 0.00 | % |
| 0.00 | % |
| Proposal
1 |
Share
Capital Increase |
|
Class
B |
|
| 210,000.00 | |
| 126,000,000.00 | |
| 100.00 | % |
| 100.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| |
|
|
Total |
|
| 39,571,429.01 | |
| 165,361,429.01 | |
| 90.32 | % |
| 99.98 | % |
| 26,936.20 | |
| 26,936.20 | |
| 0.06 | % |
| 0.02 | % |
| 5.10 | |
| 5.10 | |
| 0.00 | % |
| 0.00 | % |
| |
|
|
|
|
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
|
|
Class
A |
|
| 39,361,563.51 | |
| 39,361,563.51 | |
| 90.27 | % |
| 99.93 | % |
| 26,701.20 | |
| 26,701.20 | |
| 0.06 | % |
| 0.07 | % |
| 105.60 | |
| 105.60 | |
| 0.00 | % |
| 0.00 | % |
| Proposal
2 |
Amendment
of the M&A |
|
Class
B |
|
| 210,000.00 | |
| 126,000,000.00 | |
| 100.00 | % |
| 100.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| |
|
|
Total |
|
| 39,571,563.51 | |
| 165,361,563.51 | |
| 90.32 | % |
| 99.98 | % |
| 26,701.20 | |
| 26,701.20 | |
| 0.06 | % |
| 0.02 | % |
| 105.60 | |
| 105.60 | |
| 0.00 | % |
| 0.00 | % |
| |
|
|
|
|
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
|
|
Class
A |
|
| 39,360,351.71 | |
| 39,360,351.71 | |
| 90.27 | % |
| 99.93 | % |
| 27,130.00 | |
| 27,130.00 | |
| 0.06 | % |
| 0.07 | % |
| 888.60 | |
| 888.60 | |
| 0.00 | % |
| 0.00 | % |
| Proposal
3 |
Board
Reverse Split Authority |
|
Class
B |
|
| 210,000.00 | |
| 126,000,000.00 | |
| 100.00 | % |
| 100.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| |
|
|
Total |
|
| 39,570,351.71 | |
| 165,360,351.71 | |
| 90.32 | % |
| 99.98 | % |
| 27,130.00 | |
| 27,130.00 | |
| 0.06 | % |
| 0.02 | % |
| 888.60 | |
| 888.60 | |
| 0.00 | % |
| 0.00 | % |
| |
|
|
|
|
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
|
|
Class
A |
|
| 39,361,359.71 | |
| 39,361,359.71 | |
| 90.27 | % |
| 99.93 | % |
| 26,800.70 | |
| 26,800.70 | |
| 0.06 | % |
| 0.07 | % |
| 209.90 | |
| 209.90 | |
| 0.00 | % |
| 0.00 | % |
| Proposal
4 |
Further
Amendment of the M&A |
|
Class
B |
|
| 210,000.00 | |
| 126,000,000.00 | |
| 100.00 | % |
| 100.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| 0.00 | |
| 0.00 | |
| 0.00 | % |
| 0.00 | % |
| |
|
|
Total |
|
| 39,571,359.71 | |
| 165,361,359.71 | |
| 90.32 | % |
| 99.98 | % |
| 26,800.70 | |
| 26,800.70 | |
| 0.06 | % |
| 0.02 | % |
| 209.90 | |
| 209.90 | |
| 0.00 | % |
| 0.00 | % |
On February 17, 2026, following the authority granted by the shareholders
at the Meeting, the Board of Directors of the Company approved a reverse split of all of the Company’s authorized and issued Class A
ordinary shares and Class B ordinary shares at a ratio of one-for-fifty (1-for-50) (the “Reverse Stock Split”).
The Company expects the Reverse Stock Split to become effective for
trading purposes on the Nasdaq Capital Market (“Nasdaq”) in or about early March 2026, pending final processing by Nasdaq.
The Company’s Class A ordinary shares will continue to trade under the symbol “TIRX”. A new CUSIP number will be
assigned to the Class A ordinary shares in connection with the Reverse Stock Split and will be disclosed once finalized.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 18, 2026 |
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: February 18, 2026 |
By: |
/s/ Baohai Xu |
| |
Name: |
Baohai Xu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TIAN RUIXIANG
Holdings Ltd. Announces Results of Annual General Meeting and Approval of 1-for-50 Reverse Share Split
BEIJING, Feb. 18, 2026
/PRNewswire/ -- TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company”) today announced the results of its annual general
meeting of shareholders (the “AGM”) held on February 17, 2026.
At the AGM, the Company’s
shareholders approved, among other things:
| 1. | An increase in the Company’s
authorized share capital to US$3,750,000,000; and |
| 2. | The grant of authority to the Board
of Directors to effect a reverse share split at a ratio between 1-for-2 and 1-for-5,000. |
Implementation of Reverse
Share Split
Following the AGM, the Company’s
Board of Directors has approved the implementation of a reverse share split of its ordinary shares at a ratio of 1-for-50 (the “Reverse
Split”).
Upon the effectiveness of
the Reverse Split, every fifty (50) existing Class A and Class B ordinary shares will be automatically combined into one (1) ordinary
share of the respective class. No fractional shares will be issued; instead, any fractional shares resulting from the Reverse Split will
be rounded up to the next whole share.
Further details regarding
the effective date and the new CUSIP number will be disclosed in a subsequent announcement once the Nasdaq process is finalized.
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.
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
