Share-for-share deals of $14M and $7M eyed by TIRX (NASDAQ: TIRX)

Rhea-AI Filing Summary

TIAN RUIXIANG Holdings Ltd has signed non-binding memoranda of understanding to pursue share-for-share acquisitions of two target businesses. One is a Southeast Asia and Hong Kong “new retail” company with a current indicative value of more than US$14 million, tied to at least US$27 million in annual revenue and US$3 million in net income plus a performance adjustment mechanism.

The other is a New York-based creative branding agency with an indicative value of approximately US$7 million, contingent on at least US$5 million in annual revenue and US$1 million in net income and a similar adjustment mechanism. The company has not yet signed definitive agreements; completion depends on negotiations, legal and financial due diligence, and customary closing conditions, and there is no guarantee the transactions will proceed on the current terms or timeline, or at all.

Insights

Cross-border M&A and capital markets analyst

Company outlines two share-based M&A targets, but both remain early-stage and uncertain.

TIAN RUIXIANG Holdings Ltd describes potential share-for-share acquisitions of a Southeast Asia–focused “new retail” business and a New York branding agency. Indicative values exceed US$14 million and about US$7 million, respectively, but are tied to revenue and net income performance thresholds with adjustment mechanisms.

Because consideration is in shares, any eventual deal could affect ownership structure rather than cash balances. However, the company clearly states it has not yet entered definitive agreements and that closing is contingent on negotiations, due diligence, and customary conditions, with no guarantee of completion.

From an investment perspective, these are potential strategic expansions into retail operations and branding services. Their actual impact depends on whether definitive agreements are signed and the targets meet performance criteria; future company filings and announcements are expected to provide updates if the transactions move forward.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 09/26/2025 - 08:00 AM Learn about SEC filing dates

FAQ

What acquisitions did TIRX outline in its September 2025 6-K?

TIAN RUIXIANG outlined plans for two potential share-for-share acquisitions: a Southeast Asia and Hong Kong “new retail” company valued at over US$14 million, and a New York-based creative branding agency valued at approximately US$7 million, both subject to performance targets and adjustments.

Are TIRX’s proposed acquisitions of the retail and branding businesses definitive?

No, TIRX has only signed non-binding memoranda of understanding. Definitive transaction agreements have not been executed and depend on commercial negotiations, as well as completion of legal and financial due diligence on both targets and satisfaction of customary closing conditions.

What performance targets apply to the larger TIRX “new retail” acquisition?

The “new retail” target’s transaction value, currently more than US$14 million, is contingent on achieving at least US$27 million in annual revenue and not less than US$3 million in net income, with a performance adjustment mechanism that can change consideration based on actual future results.

What performance thresholds apply to TIRX’s proposed creative branding agency deal?

The creative branding agency, valued at approximately US$7 million, must achieve at least US$5 million in annual revenue and not less than US$1 million in net income. The agreement would also include a performance adjustment mechanism to align final consideration with actual performance.

How does TIRX intend to pay for the two potential acquisitions?

TIRX intends to effect both transactions as share-for-share deals, meaning consideration would be paid in company shares rather than cash. This structure can change ownership proportions without immediately impacting cash balances, subject to final terms in any definitive transaction agreements.

What risks and cautions did TIRX highlight about these potential deals?

TIRX emphasized there is no guarantee either transaction will proceed on the current terms, timeline, or at all. Execution depends on negotiations, due diligence, and customary conditions. The company cautioned shareholders not to place undue reliance on this preliminary announcement and referenced forward-looking risks.

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.

	TIAN RUIXIANG Holdings Ltd
	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

Date: September 26, 2025