Welcome to our dedicated page for Tian Ruixiang Hldgs SEC filings (Ticker: TIRX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The TIAN RUIXIANG Holdings Ltd (TIRX) SEC filings page provides access to the company’s U.S. regulatory disclosures, including Form 20-F annual reports and Form 6-K current reports. As a Cayman Islands company listed on the Nasdaq Capital Market and operating as an insurance broker in China through a variable interest entity, TIAN RUIXIANG uses these filings to report on its insurance brokerage activities, financial condition, and material corporate events.
Through its filings, the company details revenue from commissions and risk management services, operating expenses, net income or loss, cash flows, and balance sheet items such as cash, restricted cash, short-term investments, note receivables, and acquisition-related payables. Annual reports and interim financial statements also describe the mix of property and casualty insurance, health insurance, life insurance, and other insurance products that underpin its brokerage business.
Form 6-K reports capture material transactions and corporate actions, including share exchange agreements to acquire Ucare Inc., BEYOND COASTLINE HOLDINGS LIMITED, and REN Talents Inc.; the implementation of a five-to-one reverse stock split and related shareholder approvals; registered direct offerings of Class A ordinary shares and warrants under an effective Form F-3 registration statement; changes in the independent auditor; and leadership changes at the board and chief executive levels. Certain 6-K filings also incorporate transaction documents and prospectus supplements by reference into the company’s shelf registration statement.
On Stock Titan, TIRX filings are updated in near real time as they appear on EDGAR. AI-powered summaries help explain the key points of lengthy documents such as Form 20-F annual reports, interim financial statements furnished on Form 6-K, and transaction-related disclosures, so readers can quickly understand how new information may affect the company’s insurance brokerage operations, AI-driven health insurance initiatives, and diversification into new retail and branding businesses. Users can also review filings that relate to share structure changes, capital raising, and other equity transactions involving TIRX Class A ordinary shares.
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
The TRX Exchange Shares will be held in escrow and released only if Beyond Coastline achieves a
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
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.
TIAN RUIXIANG Holdings Ltd (TIRX) provided an internal disclosure to its auditor and asked RBSM LLP to state whether it agreed with those disclosures. RBSM furnished a letter responding to that request; that letter is filed as Exhibit 16.1 to this Form 6-K and is dated September 8, 2025. The Form 6-K lists the exhibit and shows the document signature block naming Baohai Xu as Chief Executive Officer on September 8, 2025. The filing records the submission and attachment of the auditor's letter but does not include the letter text or additional financial details in the excerpt provided.
TIAN RUIXIANG Holdings Ltd has approved a reverse share split of its Class A and Class B ordinary shares at a ratio of five to one. This means every five existing ordinary shares will be combined into one new share. As part of this change, the par value of each ordinary share will increase from US$0.025 to US$0.125 per share.
The reverse share split will become effective on September 5, 2025. On that date, the company’s ordinary shares will begin trading on a split-adjusted basis on the Nasdaq Global Market under the existing symbol "TIRX", but with a new CUSIP number G8884K136.