Tian Ruixiang Holdings Ltd. files as a foreign private issuer, and its SEC reports document material events for a Cayman Islands holding company whose insurance brokerage operations are conducted in China through a variable interest entity. Recent Form 6-K reports cover securities offerings, pre-funded warrants, ordinary-share issuances, and proceeds designated for working capital and general corporate purposes.
The filings also record shareholder voting matters, authorized share-capital amendments, reverse share split authority, board composition changes, Nasdaq listing-compliance notices, and the termination and rescission of a share exchange agreement. These disclosures describe the company’s governance, capital structure, material agreements, and public-company status.
TIAN RUIXIANG Holdings Ltd is offering 6,255,000 Class A Ordinary Shares and 33,748,076 pre-funded warrants to buy the same number of shares, in a primary financing to institutional investors. Shares are priced at $0.13 and the pre-funded warrants at $0.005, with a $0.125 exercise price.
After placement fees and expenses, the company expects about $4.6 million in net proceeds assuming full warrant exercise, for working capital and general corporate purposes. A 7.5% placement fee and up to $70,000 in expense reimbursement will be paid to Univest Securities, LLC.
The deal adds to a complex Cayman holding/VIE structure relying on contractual control of PRC operating entities and is exposed to PRC regulatory, HFCAA delisting and VIE-enforcement risks. The company also highlights recent share-based acquisitions, a 6,000,000-share incentive plan, and current Nasdaq bid-price noncompliance with a delisting hearing scheduled.
TIAN RUIXIANG Holdings Ltd reported a definitive agreement for a registered direct offering of 40,003,076 Class A ordinary shares, or pre-funded warrants in lieu of shares, at $0.13 per share. The pre-funded warrants carry an exercise price of $0.125 per share.
The Company expects to receive approximately $5.2 million in gross proceeds and plans to use the funds for working capital and general corporate purposes. The transaction is expected to close on or about January 30, 2026, subject to customary closing conditions, with Univest Securities, LLC acting as sole placement agent under an effective Form F-3 shelf registration.
TIAN RUIXIANG Holdings Ltd has called an annual general meeting for February 17, 2026, asking shareholders to approve several major capital structure changes. The company seeks to increase its authorised share capital from US$200,000,000, representing 1,600,000,000 shares, to US$3,750,000,000, representing 30,000,000,000 shares, keeping the par value at US$0.125 per share and maintaining 1,520,000,000 Class A and increasing to 28,480,000,000 Class B Ordinary Shares.
Shareholders are also asked to approve amendments to the memorandum and articles of association to reflect the larger authorised capital and to allow an Authorized Share Consolidation (reverse split) at ratios between 2:1 and 5,000:1, at any one time or multiple times within three years. The board explains this reverse split authority responds to a Nasdaq delisting determination and past bid-price non-compliance and may be used if the share price stays below US$1.00 for 30 consecutive trading days. A further amendment would update the governing documents after any consolidation. All proposals require ordinary or special resolution thresholds, and the board unanimously recommends voting “FOR” each item.
TIAN RUIXIANG Holdings Ltd reported that Nasdaq has notified the company it is not in compliance with the exchange’s $1.00 minimum bid price rule after the stock traded below that level for 30 consecutive business days. Because the company completed a reverse stock split within the past year, it is not eligible for the usual 180‑day grace period, and Nasdaq staff has determined to delist its securities from The Nasdaq Capital Market.
The company has requested a hearing before a Nasdaq Hearings Panel, which temporarily halts the delisting and allows the shares to continue trading while the appeal is pending. A hearing date has been scheduled, and the company plans to present a compliance plan, but it warns there is no assurance it will regain or maintain compliance or that any appeal or time extension will be successful.
TIAN RUIXIANG Holdings Ltd (TIRX) filed an amended Form 6-K to correct a clerical error in a previously furnished press release announcing its acquisition of Ren Talents Inc. The updated release, dated November 7, 2025, is attached as Exhibit 99.1 and replaces the earlier version furnished on November 5, 2025.
The updated Exhibit 99.1 is also incorporated by reference into the company’s Shelf Registration Statement on Form F-3 (Registration No. 333-269348).
TIAN RUIXIANG Holdings Ltd (TIRX) agreed to acquire 80% of Beyond Coastline through a share exchange. The Purchaser will issue 7,200,000 Class A Ordinary Shares (the “TRX Exchange Shares”), reflecting $14.4 million at $2.0 per share.
The TRX Exchange Shares will be held in escrow and released only if Beyond Coastline achieves a $3 million profit and $27 million revenue during the 12-month period after closing, and makes a $2.4 million mandatory profit distribution to the Purchaser. If profit exceeds $3 million and an excess profit distribution is paid, the Company may issue additional Earn-Out Shares calculated as excess net income × 6 divided by the per-share price.
At closing, Beyond Coastline will become an 80% owned subsidiary. The Seller receives registration rights for the TRX Exchange Shares. The TRX Exchange Shares will represent about 21.6% of total issued and outstanding Class A Ordinary Shares and about 4.5% of total voting power immediately after completion. TIRX will also issue Advisory Consideration Shares equal to 10% of the TRX Exchange Shares to a consultant. The issuances rely on Reg S/Reg D exemptions. Closing is anticipated on or about November 5, 2025.
TIAN RUIXIANG Holdings Ltd (TIRX) agreed to acquire 80% of Beyond Coastline through a share exchange. The Purchaser will issue 7,200,000 Class A Ordinary Shares (the “TRX Exchange Shares”), reflecting $14.4 million at $2.0 per share.
The TRX Exchange Shares will be held in escrow and released only if Beyond Coastline achieves a $3 million profit and $27 million revenue during the 12-month period after closing, and makes a $2.4 million mandatory profit distribution to the Purchaser. If profit exceeds $3 million and an excess profit distribution is paid, the Company may issue additional Earn-Out Shares calculated as excess net income × 6 divided by the per-share price.
At closing, Beyond Coastline will become an 80% owned subsidiary. The Seller receives registration rights for the TRX Exchange Shares. The TRX Exchange Shares will represent about 21.6% of total issued and outstanding Class A Ordinary Shares and about 4.5% of total voting power immediately after completion. TIRX will also issue Advisory Consideration Shares equal to 10% of the TRX Exchange Shares to a consultant. The issuances rely on Reg S/Reg D exemptions. Closing is anticipated on or about November 5, 2025.
TIAN RUIXIANG (TIRX) announced a stock-for-stock acquisition of Ren Talents Inc., a U.S. talent management and agency business. TRX’s wholly owned subsidiary will acquire 100% of Ren Talents in exchange for 3,211,010 newly issued Class A ordinary shares, valuing the deal at US$7.0 million based on a US$2.18 weighted average share price.
The TRX shares will be placed in escrow and released only if Ren Talents meets net income targets over two consecutive 12‑month periods. All shares are released in a lump sum only if average net income for each period is at least US$1 million; otherwise, any unreleased shares are forfeited. An earn‑out may grant additional shares equal to (excess net income × 7) ÷ per‑share price.
TRX also agreed to issue Advisory Consideration Shares equal to 10% of the TRX Exchange Shares for financial advisory services. Upon completion, the exchange shares will represent approximately 10.9% of Class A shares outstanding and 2.1% of voting power. The securities were issued in unregistered transactions relying on Regulation S and/or Regulation D, and the Seller has certain registration rights. Closing is anticipated on or about November 5, 2025.
TIAN RUIXIANG (TIRX) announced a stock-for-stock acquisition of Ren Talents Inc., a U.S. talent management and agency business. TRX’s wholly owned subsidiary will acquire 100% of Ren Talents in exchange for 3,211,010 newly issued Class A ordinary shares, valuing the deal at US$7.0 million based on a US$2.18 weighted average share price.
The TRX shares will be placed in escrow and released only if Ren Talents meets net income targets over two consecutive 12‑month periods. All shares are released in a lump sum only if average net income for each period is at least US$1 million; otherwise, any unreleased shares are forfeited. An earn‑out may grant additional shares equal to (excess net income × 7) ÷ per‑share price.
TRX also agreed to issue Advisory Consideration Shares equal to 10% of the TRX Exchange Shares for financial advisory services. Upon completion, the exchange shares will represent approximately 10.9% of Class A shares outstanding and 2.1% of voting power. The securities were issued in unregistered transactions relying on Regulation S and/or Regulation D, and the Seller has certain registration rights. Closing is anticipated on or about November 5, 2025.
TIAN RUIXIANG Holdings Ltd (TIRX) launched a primary offering of 2,000,000 Class A ordinary shares and Ordinary Warrants to purchase up to 4,000,000 Class A shares. The combined purchase price per share and accompanying warrant is US$1.50, for gross proceeds of US$3,000,000. A.G.P./Alliance Global Partners is acting as financial advisor.
The company will pay a 7.5% financial advisory fee of US$330,000, with proceeds before expenses of US$2,670,000. The Ordinary Warrants are immediately exercisable at US$1.50 per share and expire five years from issuance, subject to a 9.99% beneficial ownership cap (adjustable on 61 days’ notice). Underlying shares may be issued on a continuous basis pursuant to Rule 415. The Class A shares trade on Nasdaq as “TIRX”; the warrants will not be listed.
Delivery versus payment settlement is expected on October 14, 2025, subject to customary conditions. Net proceeds are intended for working capital and general corporate purposes. The company may receive additional cash proceeds if warrants are exercised for cash; cashless exercise is permitted if a registration for warrant shares is not available.
TIAN RUIXIANG (TIRX) furnished a Form 6-K that incorporates multiple exhibits into its effective financing documents, specifically the Company’s Form F-3 (Registration No. 333-269348) and a prospectus supplement dated October 14, 2025.
The exhibits include a Form of Ordinary Warrant, legal and tax opinions from Ogier, a Form of Securities Purchase Agreement, a Financial Advisor Agreement dated October 10, 2025 with A.G.P./Alliance Global Partners, and a pricing release. These materials become part of the referenced registration documents from the furnishing date, to the extent not superseded by later filings.
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.