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 November 2025
Commission File Number: 001- 39925
TIAN RUIXIANG Holdings Ltd
Room 918, Jingding Building,
Xicheng District, District, Beijing,
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 ¨
ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
Beyond Coastline Acquisition
On November 4, 2025, TIAN RUIXIANG Holdings Ltd,
an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company” or “TRX”),
and its wholly-owned subsidiary, VitaCare Limited, a business company incorporated under the laws of the British Virgin Islands (the “Purchaser”),
entered into a share exchange agreement (the “Agreement”) with BEYOND COASTLINE HOLDINGS LIMITED, a company incorporated in
the Cayman Islands (“Beyond Coastline”), and BEYOND COASTLINE HOLDINGS CORP, a company incorporated in the British Virgin
Islands (the “Seller”). Beyond Coastline, together with its consolidated subsidiaries, is primarily engaged in beauty and
wellness holdings operations.
Pursuant to the Agreement, the Purchaser has agreed
to acquire 80% of Beyond Coastline’s issued and outstanding shares from the Seller, in exchange for TRX Exchange Shares. The exact
number of TRX Exchange Shares to be issued, which is 7,200,000, is be calculated by dividing US$14.4 million by the weighted average closing
price of the Class A Ordinary Shares over the thirty-day period immediately preceding the date of the Agreement, which corresponds to
a per-share price of US$2.0.
The TRX Exchange Shares will initially be held
in escrow and subsequently released to the Seller based on Beyond Coastline’s achievement of both profit and revenue performance
targets during the single 12-month performance period following the closing date. Specifically, all TRX Exchange Shares will be released
from escrow only if Beyond Coastline achieves the performance period profit target of USD 3 million and the performance period revenue
target of US$27 million, and Beyond Coastline makes the mandatory profit distribution of US$2.4 million to Purchaser. Beyond Coastline
is required to distribute to the Purchaser the mandatory profit distribution of US$2.4 million, which is deemed paid pro-rata from the
performance period profit target, and if the performance period profit exceeds US$3 million, 80% of such excess as excess profit distribution.
In addition, if an excess profit distribution
is actually paid to the Purchaser, the Company may issue additional Class A Ordinary Shares (“Earn-Out Shares”) to certain
designated earn-out recipients. The number of the Earn-Out Shares is calculated as the as the product of the excess net income multiplied
by 6, divided by the per share price.
Upon closing, Beyond Coastline will become an
80% owned subsidiary of VitaCare Limited and thereby an indirect 80% owned subsidiary of the Company. Certain key management personnel
will continue to manage Beyond Coastline’s post-closing operations pursuant to conditions stipulated in the Agreement, and they
will not assume any board or management positions within the Company.
The Agreement provides the Seller with certain
registration rights, allowing for the registration of their TRX Exchange Shares under specified conditions as detailed within the Agreement.
The TRX Exchange Shares to be issued to the Seller
will represent approximately 21.6% of the Company’s total issued and outstanding Class A Ordinary Shares and approximately 4.5%
of total voting power of the Company immediately following completion of the transaction contemplated under the Agreement.
The Agreement and the transaction contemplated
thereby have been unanimously approved by the board of directors of the Company. The closing of the transactions is anticipated to occur
on or about November 5, 2025, or such other date as mutually agreed by the parties.
The foregoing summary of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Financial Advisory Agreement
In connection with the transaction contemplated
under the Agreement, on November 5, 2025, the Company entered into a Financial Advisory Engagement Agreement (the “Financial Advisory
Agreement”) with a certain consultant (the “Consultant”). Pursuant to the Financial Advisory Agreement, the Company
agreed to issue to the Consultant and/or its designees an aggregate of 10% of the TRX Exchange Shares issued by the Company in the transaction
contemplated under the Agreement, as consideration for the Consultant’s financial advisory services in connection with the transaction
(the “Advisory Consideration Shares”).
The foregoing summary of the Financial Advisory
Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is
attached hereto as Exhibit 10.2 and incorporated herein by reference.
UNREGISTERED
SALES OF EQUITY SECURITIES
Based in part upon the representations of the
Seller in the Agreement and the Consultant and/or its designees in the Financial Advisory Agreement, respectively, the issuance and sale
of the TRX Exchange Shares and the Advisory Consideration Shares, to the Seller and the Consultant and/or its designees was made in transactions
not required for registration in reliance on the exclusion or exemption afforded by Regulation S and/or Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky”
laws.
None of the securities have been registered under
the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or
an applicable exemption from the registration requirements. Neither this Report on Form 6-K nor any exhibit attached hereto is an offer
to sell or the solicitation of an offer to buy Class A Ordinary Shares or other securities of the Company.
INCORPORATION
BY REFERENCE
The documents attached as Exhibits 10.1, 10.2
and 99.1 to this report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form F-3,
as amended, initially filed with the U.S. Securities and Exchange Commission on May 16, 2023 (Registration
No. 333-269348), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded
by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Exchange Agreement dated November 4, 2025 by and among the Company, VitaCare Limited, BEYOND COASTLINE HOLDINGS LIMITED, and BEYOND COASTLINE HOLDINGS CORP. |
| 10.2 |
|
Financial Advisory Engagement Aggreement dated November 5, 2025 by and between the Company and Golden Bridge Capital Limited |
| 99.1 |
|
Press Release dated November 5, 2025 |
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: November 5, 2025 |
By: |
/s/ Baohai Xu |
| |
Name: |
Baohai Xu |
| |
Title: |
Chief Executive Officer |
