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 September 2025
Commission File Number: 001-39925
TIAN RUIXIANG Holdings Ltd
Room918, Jingding Building,
Xicheng District, District, Beijing,
People’s Republic of China
(Address of principal executive
office)
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 ¨
TIAN RUIXIANG Holdings Ltd (the “Company”) has recently
entered into non-binding memoranda of understanding with the intention to effect share-for-share transactions to acquire two target businesses.
One potential target is a “new retail” company with operations
in Southeast Asia and Hong Kong, dedicated to, among other things, brand management, supply chain operations, and retail network expansion.
The transaction value of this target is currently more than US$14 million, subject to a performance of not less than US$27 million in
annual revenue and not less than US$3 million in net income and a performance adjustment mechanism.
The other potential target is a creative branding agency with principal
office based in New York, offering integrated services from brand strategy to digital marketing. The transaction value of this other target
is currently approximately US$7 million, subject to a performance target of not less than US$5 million in annual revenue and not less
than US$1 million in net income and a performance adjustment mechanism.
The Company has not entered into definitive transaction agreements
with either target, and the execution of any definitive agreements is contingent upon the commercial negotiations with the targets and
the completion of legal and financial due diligence on the targets. The Company currently expects to enter into definitive transaction
agreements with both targets within this year and complete the relevant transactions as soon as practicable thereafter, subject to customary
closing conditions. There is no guarantee that the contemplated transactions will take place under the current terms or timeline, or at
all. The Company will make timely announcements pursuant to the disclosure requirements of applicable securities laws and stock exchange
rules. Shareholders are cautioned not to place undue reliance on this preliminary announcement.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements.
These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections
about future events and financial trends that the Company believes may affect its financial condition, results of operations, business
strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will,"
"expect," "anticipate," "aim," "estimate," "intend," "plan," "believe,"
"potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation
to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as
may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to review risk factors that may affect its future results in the Company's
annual reports, registration statements and other filings with the U.S. Securities and Exchange Commission.
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.
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TIAN
RUIXIANG Holdings Ltd |
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By: |
/s/
Baohai Xu |
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Name: |
Baohai Xu |
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Title: |
Chief Executive Officer |
Date: September 26, 2025
