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 April 2026
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 ¨
Termination and Rescission of Share Exchange Agreement
On April 21, 2026 (the “Execution
Date”), 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 Termination and Rescission Agreement (the “Termination
Agreement”) with Ren Talents Inc., acting as the seller representative
(the “Seller Representative”).
Background and Reason for Rescission
The parties previously entered into a Share
Exchange Agreement dated November 4, 2025 (the “Original Agreement”), pursuant to which the Purchaser agreed to exchange equity
for 3,211,010 Class A ordinary shares issued by TRX (the “Exchange Shares”).
As of the Execution Date, the transactions under
the Original Agreement remained as an executory transaction with the consideration not definitively finalized, as the Exchange Shares
remained in an escrow account and had never been released to the sellers. The parties mutually determined that it was in their best interests
to rescind the transactions under the Original Agreement ab initio and restore their respective assets to their original status.
Key Terms of the Termination Agreement
The principal terms of the Termination Agreement
include:
Equity Reversion: The Purchaser shall return 100%
of the equity interest it holds in Ren Talents Inc. to the original sellers, and Ren Talents Inc. shall update its Register of Members
to reflect the sellers as the sole legal owners.
Cancellation of Exchange Shares: All 3,211,010
Class A ordinary shares representing the Exchange Shares currently held in the escrow account shall be returned to TRX and cancelled immediately.
Upon such cancellation, these shares shall resume the status of authorized but unissued shares.
Mutual Risk Ring-Fencing: TRX and the Purchaser
shall not inherit or assume any liabilities, taxes, or litigation risks of Ren Talents Inc. or its subsidiaries.
Ren Talents Inc. and its selling shareholders
shall not inherit or assume any liabilities, delisting risks, or compliance defaults associated with TRX.
Irrevocable Directive: The parties have issued
an irrevocable letter of instruction to the Escrow Agent to cancel the Exchange Shares, regardless of any future hearing outcomes or regulatory
status changes.
The foregoing description of the Termination Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of
which is filed as Exhibit 99.1 to this Report on Form 6-K and incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
TERMINATION AND RESCISSION AGREEMENT（April 21,2026） |
| 99.2 |
|
Board Resolution（April 20, 2026）by TIAN RUIXIANG HOLDINGS LTD |
| 99.3 |
|
Board Resolution（April 20, 2026）by VITACARE LIMITED |
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 |
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| Date: April 28, 2026 |
By: |
/s/ Baohai Xu |
| |
Name: |
Baohai Xu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TERMINATION
AND RESCISSION AGREEMENT
This Termination and Rescission Agreement (this
“Agreement”) is dated as of April 21, 2026 (the “Signing Date”), by and among the following parties:
VitaCare Limited, a company incorporated under
the laws of the British Virgin Islands and a wholly-owned subsidiary of TIAN RUIXIANG Holdings Ltd. (“TRX”) (the “Purchaser”);
TIAN RUIXIANG Holdings Ltd., a Cayman Islands
exempted company listed on The Nasdaq Stock Market (“TRX”);
Ren talents Inc., as the Seller’s Representative
(the “Seller’s Representative”).
RECITALS
WHEREAS, the parties entered into that certain
Share Exchange Agreement dated November 4, 2025 (the “Original Agreement”), pursuant to which the Sellers agreed to exchange
100% of their equity interests for 3,211,010 Class A ordinary shares of TRX (the “Exchange Shares”);
WHEREAS, the Original Agreement was formally closed
on November 5, 2025, but all Exchange Shares were immediately deposited into an escrow account (the “Escrow Account”) pursuant
to Section 3(2) of the Original Agreement and the Escrow Agreement, and remain subject to a performance measurement period;
WHEREAS, as of the date hereof, the performance
review for Period One has not been completed, the Exchange Shares have not been Released to the Sellers, and the transaction remains an
executory transaction with contingent consideration not finally determined;
WHEREAS, the parties mutually agree that it is
in their best interests to rescind the transaction ab initio and restore all parties to their pre-Original Agreement positions.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the parties agree as follows:
| 1. | ARTICLE 1 TERMINATION, RESCISSION AND REVERSE CLOSING |
1.1 Rescission Ab Initio
Effective as of the Effective Date (as defined
below), the Original Agreement is hereby rescinded ab initio. The parties acknowledge that this rescission is intended to restore each
party to its legal and financial position immediately prior to the execution of the Original Agreement.
1.2 Reverse Closing
(a) Re-transfer of Target Equity
Interests. The Purchaser hereby re-transfers to the Sellers 100% of the equity interests of Ren Talents Inc. held by the Purchaser. The
Company shall promptly update its Register of Members to reflect the Sellers as the sole legal and beneficial owners.
(b) Cancellation of Exchange
Shares. The parties shall promptly instruct the Escrow Agent to return all 3,211,010 Class A ordinary Exchange Shares held in the Escrow
Account to TRX for cancellation. Following cancellation, such shares shall revert to authorized but unissued status.
1.3 Mutual Risk Ring-Fencing
(a) No Assumption by TRX. The
Sellers and the Company acknowledge and agree that TRX and the Purchaser shall not assume or have any responsibility for any debts, Taxes,
claims, litigation, or compliance liabilities of Ren Talents Inc. or its subsidiaries.
(b) No Assumption by Ren Talents
Inc. TRX acknowledges and agrees that Ren Talents Inc. and the Seller shareholders shall not assume or have any responsibility for any
debts, Taxes, litigation, compliance breaches, or liabilities related to any Nasdaq delisting risk of TRX.
1.4 Asset Freeze and Interim
Covenants
(a) Irrevocable Instructions.
The parties shall execute and deliver to the Escrow Agent an irrevocable instruction letter on the Signing Date, directing cancellation
of the Exchange Shares as set forth herein, regardless of any hearing outcome.
(b) No Encumbrances. TRX and
the Purchaser covenant that, during the period from the Signing Date to the Effective Date, they shall not create or permit any mortgage,
pledge, lien, or other encumbrance on any equity or asset, so that the Target Equity Interests are re-transferred on a fully unencumbered
basis.
| 2. | ARTICLE 2 PERFORMANCE WAIVER AND REGULATORY DISCLOSURE |
2.1 Waiver of Performance Obligations
The parties agree that the performance testing
and earn-out provisions under Section 3.04 of the Original Agreement are terminated immediately. TRX shall not be required to perform
any audit or issue any Performance Certificate. The Seller’s Representative, on behalf of all Sellers, irrevocably waives all claims
to Period One performance targets and any right to release of escrowed shares.
2.2 SEC Disclosure
TRX shall file a Current Report on Form 6-K with
the U.S. Securities and Exchange Commission (the “SEC”) within four (4) business days after the Effective Date. The disclosure
shall state:
“The parties have mutually agreed to terminate
the pending share exchange transaction and effect a legal unwind because the conditions precedent to the release of contingent consideration
under the Original Agreement have not been satisfied.”
2.3 PRC Regulatory Compliance
The parties shall cooperate to satisfy all applicable
reporting obligations to the China Securities Regulatory Commission (the “CSRC”), including filing requirements under applicable
Trial Measures.
| 3. | ARTICLE 3 MUTUAL RELEASE AND GENERAL PROVISIONS |
3.1 Mutual Release
Effective as of the Effective Date, each party
irrevocably releases the other parties from any and all claims, demands, or liabilities arising out of or related to the Original Agreement
or the transactions contemplated thereby, including any “Make-Good” obligations.
3.2 Governing Law
This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, U.S.A., without regard to its conflict of laws principles.
3.3 Survival
The risk ring-fencing, release, indemnification,
and governing law provisions shall survive any delisting or transfer of TRX from Nasdaq.
| 4. | ARTICLE 4 EFFECTIVE DATE |
Notwithstanding the Signing Date, the parties
confirm that this Agreement shall be effective immediately upon execution.
IN WITNESS WHEREOF, the parties have executed
this Termination and Rescission Agreement as of the Signing Date.
(Signature pages to follow）
IN WITNESS WHEREOF, the undersigned have
executed the foregoing written resolutions and hereby direct that a signed copy of these resolutions be filed with the minutes of the
proceedings of the Board of the Company.
| VitaCare Limited |
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| |
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| By: |
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| Name: PANG HUA |
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| Title: Director |
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| TIAN RUIXIANG Holdings Ltd. |
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| By: |
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| Name: Baohai Xu |
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| Title: Chief Executive Officer |
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| Ren talents Inc. |
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| By: |
|
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| Name: Ge Zhao |
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| Title: Director |
|
Exhibit 99.2
TIAN RUIXIANG HOLDINGS LTD
(incorporated in the
Cayman Islands with limited liability)
(the “Company”)
UNANIMOUS WRITTEN RESOLUTIONS OF ALL THE
DIRECTORS OF THE COMPANY PASSED PURSUANT TO THE FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY (THE
“ARTICLES”) ON APRIL [20], 2026
We, the undersigned, being all the directors of
the Company (the “Directors” and each a “Director”) for the time being, acting by written consent without a meeting
of the Directors DO HEREBY UNANIMOUSLY CONSENT TO THE ADOPTION OF THE FOLLOWING RESOLUTIONS as resolutions of the Directors:
1 DECLARATION OF DIRECTOR’S INTEREST
IT IS NOTED that the each Director
hereby confirms that he or she has properly and duly disclosed all of his or her interests required to be disclosed to the board of Directors
(the “Board”) and/or the Company pursuant to the Articles and all applicable laws in relation to all matters being
resolved upon by all the Directors as contained herein and none of them is prohibited from signing these resolutions.
2 APPROVED ITEMS
2.1 It is noted
that:
| (a) | the Company, VitaCare Limited (a wholly-owned subsidiary of the Company, hereinafter referred to as the
"Purchaser"), and Ren Talents Inc. (hereinafter referred to as the "Seller Representative") previously entered into
a Share Exchange Agreement dated November 4, 2025 (hereinafter referred to as the "Original Agreement"); |
| (b) | the transaction consideration under the Original Agreement has not been definitively finalized, and the
3,211,010 Class A ordinary shares issued as consideration (hereinafter referred to as the "Exchange Shares") are currently
held in an escrow account and have never been released to the seller; |
| (c) | through friendly negotiations among the parties, it has been unanimously agreed to rescind the transactions
under the Original Agreement ab initio. |
2.2 It is resolved
that:
| (a) | To approve the execution and delivery of the Termination and Rescission Agreement by the Company, and
to recognize and accept all terms and conditions thereunder; |
| (b) | To approve the Company, in accordance with the agreement, to instruct the escrow agent to return and cancel
all 3,211,010 Class A ordinary shares representing the Exchange Shares currently held in the escrow account. Upon such cancellation,
these shares shall resume the original status of authorized but unissued shares; |
| (c) | To authorize any one Director or authorized representative of the Company (including but not limited to
Mr. XU Baohai) to execute, for and on behalf of the Company, the aforementioned agreement, letters of instruction, certificates,
and all other legal documents required to complete the rescission of this transaction. |
3 GENERAL RESOLUTIONS
RESOLVED that any Director be
and is hereby granted full authority to act on behalf of and to bind the Company, and be and is hereby authorized and empowered, in the
name and on behalf of the Company, to take all such other actions and execute and deliver all such other agreements, instruments and documents
as any Director shall deem necessary or desirable in order to carry out and perform the intent and purposes of the foregoing resolutions
(including, where necessary, the execution of any such agreement, instrument or document as a deed and/or the affixation of the common
seal of the Company), the taking of such actions or the execution and delivery of such agreements, instruments or documents by any Director
pursuant to this or the foregoing resolutions to be conclusive evidence of the necessity or desirability thereof and of the authorization
thereof by the Directors; and
RESOLVED FURTHER that any and
all other actions taken by any Director or officers of the Company prior to the effective date of these resolutions in order to carry
out and perform the intent and purposes of the foregoing resolutions are hereby confirmed, ratified and approved in all respects.
(Signature pages to follow）
IN WITNESS WHEREOF,
the undersigned have executed the foregoing written resolutions and hereby direct that a signed copy of these resolutions be
filed with the minutes of the proceedings of the Board of the Company.
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| XU Baohai |
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| Director |
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| ZHOU QinEr |
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| Director |
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| WANG PENG |
|
| Director |
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| HE Yu |
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| Director |
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| LI Jingyu |
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| Director |
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Exhibit 99.3
VITACARE LIMITED
(incorporated in the British Virgin Islands
with limited liability)
(the “Company”)
WRITTEN RESOLUTIONS OF THE SOLE DIRECTOR
OF THE COMPANY PASSED PURSUANT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY ON APRIL [20], 2026
I, the undersigned, being the sole director of
the Company (the “Sole Director”) for the time being, acting by written consent without a meeting of the Sole Director
DO HEREBY UNANIMOUSLY CONSENT TO THE ADOPTION OF THE FOLLOWING RESOLUTIONS as resolutions of the Sole Director:
| 1 | DECLARATION OF DIRECTOR’S INTEREST |
IT IS NOTED that the Sole Director
hereby confirms that she has properly and duly disclosed all of her interests required to be disclosed to the Company pursuant to the
Memorandum and Articles of Association of the Company and all applicable laws in relation to all matters being resolved upon by the Sole
Director as contained herein and she is not prohibited from signing these resolutions.
2.1 It is noted
that:
| (a) | the Company, as the Purchaser, TIAN RUIXIANG Holdings Ltd (the parent company), and Ren Talents Inc. (the
Seller Representative) intend to execute a Termination and Rescission Agreement, aiming to rescind the share exchange transaction previously
entered into on November 4, 2025. |
2.2 It is resolved
that:
| (a) | to approve the execution and delivery of the Termination and Rescission Agreement by the Company, rescinding
the original transaction and its associated legal effects ab initio. |
| (b) | to approve the return and reversion of 100% of the equity interest in Ren Talents Inc. held by the Company
to the original selling shareholders. Relevant personnel are authorized to handle the update and registration of the Register of Members
to reflect the sellers regaining ownership of such equity. |
| (c) | to authorize the Sole Director or her authorized representative to execute, for and on behalf of the Company,
the Termination and Rescission Agreement and all other legal documents required for the aforementioned asset reversion (including execution
as a deed and affixing the common seal). |
RESOLVED that the Sole Director
be and is hereby granted full authority to act on behalf of and to bind the Company, and be and is hereby authorized and empowered, in
the name and on behalf of the Company, to take all such other actions and execute and deliver all such other agreements, instruments and
documents as the Sole Director shall deem necessary or desirable in order to carry out and perform the intent and purposes of the foregoing
resolutions (including, where necessary, the execution of any such agreement, instrument or document as a deed and/or the affixation of
the common seal of the Company), the taking of such actions or the execution and delivery of such agreements, instruments or documents
by the Sole Director pursuant to this or the foregoing resolutions to be conclusive evidence of the necessity or desirability thereof
and of the authorization thereof by the Sole Director; and
RESOLVED FURTHER that any and
all other actions taken by the Sole Director of the Company prior to the effective date of these resolutions in order to carry out and
perform the intent and purposes of the foregoing resolutions are hereby confirmed, ratified and approved in all respects.
(Signature pages to
follow)
IN WITNESS WHEREOF, the undersigned has
executed the foregoing written resolutions as of the date first written above.
