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

Rhea-AI Filing Summary

TIAN RUIXIANG Holdings Ltd (TIRX) filed a Form 6-K to report the closing of its previously announced acquisition of Ucare Inc. on 30 June 2025.

• Transaction structure: TIRX, through its BVI subsidiary VitaCare Limited, acquired 100% of Ucare’s issued and outstanding shares via a share-for-share exchange.
• Consideration: 101,486,575 newly issued Class A ordinary shares of TIRX, valued at US$150 million, were delivered to Ucare’s sellers.
• Additional share issuance: Pursuant to existing Financial Advisory Engagement Letters, TIRX issued a further 10,148,658 Class A shares (10% of the exchange shares) to an external consultant as advisory compensation.
• Total dilution: The combined issuance reaches 111,635,233 new shares. Existing shareholders are diluted, although the company did not disclose the pre-transaction share count to quantify the percentage impact.
• Regulatory status: Shares were issued without registration under the Securities Act, relying on available exemptions.
• Next steps: No integration timeline, pro-forma financials, or strategic rationale for the acquisition were included in the filing. A related press release (Exhibit 99.1) was referenced but not provided here.

The filing therefore confirms deal closure and immediate equity dilution but offers limited insight into Ucare’s business profile, expected synergies, or post-merger financial outlook.

Positive

• Transaction closed: Completion of the Ucare acquisition potentially broadens TIRX’s business portfolio.
• Cash preserved: All-stock consideration avoids immediate cash outflow, maintaining liquidity.

Negative

• Significant dilution: 111.6 million new shares issued without detailing pre-deal share count, implying substantial ownership dilution.
• High advisory fee: 10% of exchange shares granted to a consultant may signal weak governance and increased shareholder value transfer.
• Lack of financial disclosure: No pro-forma financials or strategic rationale provided, limiting investors’ ability to assess accretion and deal quality.

Insights

Financial Analyst

TL;DR: $150 m share-for-share deal completed; sizeable dilution, strategic benefits unclear.

The acquisition adds a US$150 million asset, paid entirely in equity, preserving TIRX’s cash but expanding the float by roughly 112 million shares. Without pro-forma numbers, investors cannot assess earnings accretion or revenue uplift, leaving the transaction value opaque. While all-stock deals can be capital-efficient, the instantaneous dilution—compounded by a 10% advisory share grant—may pressure the share price until Ucare’s contribution is quantified. Impact is therefore neutral until additional operating data emerge.

Corporate Governance Expert

TL;DR: Consultant granted 10% of deal consideration; dilution raises governance concerns.

Issuing millions of shares—10% of the consideration—to a single consultant is unusual and could signal weak board oversight of advisory compensation. The absence of detailed disclosure on Ucare’s governance, financials, or integration planning increases transparency risk. Shareholder value hinges on whether Ucare justifies the 70%+ potential dilution (exact percentage undisclosed). From a governance viewpoint, the filing is negative.

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 June 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 ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Completion of Acquisition or Disposition of Assets.

As previously disclosed, on May 30, 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 Ucare Inc., an exempted company incorporated under the laws of the Cayman Islands (“Ucare”), all shareholders of Ucare listed in Schedule A of the Agreement (the "Sellers"), and Mr. Wei Zhu serving as seller representative. Pursuant to the Agreement, the Purchaser has agreed to acquire 100% of Ucare’s issued and outstanding shares from the Sellers (the “Acquisition”), in exchange for newly-issued class A ordinary shares (the “Class A Ordinary Shares”) of a par value of US$0.025 each, of TRX (the “TRX Exchange Shares”).

As previously disclosed, in connection with the transactions, on December 27, 2024, and April 17, 2025, the Company entered into (i) a Financial Advisory Engagement Letter and (ii) Amendment No. 1 to the Financial Advisory Engagement Letter (collectively, the “Financial Advisory Agreements”) with a certain consultant (the “Consultant”). Pursuant to the Financial Advisory Agreements, 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 transactions, as consideration for the Consultant’s financial advisory services in connection with the transactions.

On June 30, 2025, the Company closed the Acquisition for a purchase price of 101,486,575 TRX Exchange Shares, valued at $150 million. On the same day, the Company issued an aggregate of 10,148,658 Class A Ordinary Shares, representing 10% of the TRX Exchange Shares, to the Consultant and/or its designees.

The foregoing description is qualified in its entirety by reference to the full text of the Agreement and Financial Advisory Agreements, which have been filed as Exhibits 2.1, 10.1 and 10.2 to the Company’s Form 6-K dated May 30, 2025 and are incorporated in this Report by reference.

Unregistered Sales of Equity Securities.

The disclosure contained under the section titled “Completion of Acquisition or Disposition of Assets” in this Report is incorporated herein by reference.

Other Events.

On June 30, 2025, the Company issued a press release to announce the closing of the Acquisition, which is attached to this Form 6-K as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No.		Description
2.1		Share Exchange Agreement dated May 30, 2025 by and among the Company, VitaCare Limited, Ucare Inc., all shareholders of Ucare Inc., and Mr. Wei Zhu. (incorporated by reference to Exhibit 2.1 of the Company’s Form 6-K (File No. 001- 39925), filed on May 30, 2025)
10.1		Financial Advisory Engagement Letter dated December 27, 2024 by and between the Company and JAASH Investment Limited (incorporated by reference to Exhibit 10.1 of the Company’s Form 6-K (File No. 001- 39925), filed on May 30, 2025)
10.2		Amendment No.1 to Financial Advisory Engagement Letter dated April 17, 2025 by and between the Company and JAASH Investment Limited (incorporated by reference to Exhibit 10.2 of the Company’s Form 6-K (File No. 001- 39925), filed on May 30, 2025)
99.1		Press Release dated on June 30, 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: June 30, 2025	By:	/s/ Sheng Xu
	Name:	Sheng Xu
	Title:	Chief Executive Officer

FAQ

How many shares did TIRX issue to complete the Ucare acquisition?

TIRX issued 101,486,575 Class A ordinary shares to Ucare’s sellers and 10,148,658 shares to a consultant, totaling 111,635,233 new shares.

What is the reported value of the Ucare acquisition by TIRX?

The transaction is valued at US$150 million, based on the share exchange agreement.

Did TIRX pay cash for the acquisition?

No. The entire purchase price was satisfied through newly issued Class A ordinary shares, conserving cash.

Why did TIRX issue shares to a consultant?

Under Financial Advisory Engagement Letters, TIRX agreed to grant the consultant 10% of the exchange shares as compensation for advisory services on the deal.

Does the Form 6-K include Ucare’s financial performance?

No. The filing references the share exchange agreement but provides no pro-forma financials or historical results for Ucare.

Will existing TIRX shareholders experience dilution?

Yes. The issuance of over 111 million new shares increases the total share count, reducing existing holders’ ownership percentage.