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.
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 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.
TIAN RUIXIANG Holdings Ltd has filed Amendment No. 1 to a prior report to expand disclosure around its acquisition of Ucare Inc. completed on June 30, 2025. The amendment adds audited financial statements of Ucare for the years ended October 31, 2023 and 2024, unaudited interim financials as of April 30, 2025, and unaudited pro forma condensed combined financial information for the year ended October 31, 2024 and six months ended April 30, 2025. It also clarifies that the semiannual report and its exhibits are incorporated by reference into the company’s existing Form F-3 and Form S-8 registration statements.
TIAN RUIXIANG Holdings Ltd has filed Amendment No. 1 to a prior report to expand disclosure around its acquisition of Ucare Inc. completed on June 30, 2025. The amendment adds audited financial statements of Ucare for the years ended October 31, 2023 and 2024, unaudited interim financials as of April 30, 2025, and unaudited pro forma condensed combined financial information for the year ended October 31, 2024 and six months ended April 30, 2025. It also clarifies that the semiannual report and its exhibits are incorporated by reference into the company’s existing Form F-3 and Form S-8 registration statements.
TIAN RUIXIANG Holdings Ltd reported a major leadership change. Ms. XU Sheng resigned as Director, Chairman of the Board and Chief Executive Officer, effective August 26, 2025, citing personal reasons and with no disagreements with the board or the company stated.
The board appointed Mr. XU Baohai as a new director, Chairman of the Board and Chief Executive Officer, also effective August 26, 2025, filling the roles vacated by Ms. Xu. Mr. Xu has been serving as the company’s manager and previously worked as a personnel officer and as supervisor of Mingrui Botong (Beijing) Investment Management Co., Ltd.
Schedule 13G filing reports that Eastern Bell entities and Li Yan beneficially own 14,595,114 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd, representing 12.09% of the Class A shares outstanding as of June 30, 2025. The shares are directly held by Eastern Bell International XXVII Limited and control / ownership flows up through Eastern Bell Capital Fund II, L.P., Eastern Bell Capital II Limited, Yan Capital Limited and Li Yan. The filing states sole voting and dispositive power over all reported shares and certifies the holdings are not intended to change control of the issuer.
TIAN RUIXIANG Holdings Ltd, a Cayman Islands company, has filed a Form 6-K as a foreign private issuer. The company is providing unaudited condensed consolidated financial statements for the six months ended April 30, 2025 and 2024, along with accompanying footnotes. These financial statements are included as Exhibit 99.1.
The filing also includes an Operating and Financial Review and Prospects for the same six-month periods as Exhibit 99.2. Together, these materials give readers a detailed view of the company’s recent operating performance and financial position on an interim basis, ahead of its annual reporting.
Tian Ruixiang Holdings Ltd approved a consolidation of its Class A ordinary shares, combining every five (5) Class A shares (par value US$0.025) into one (1) Class A share (par value US$0.125). The consolidation becomes effective on the commencement of the fifth business day following passage of the ordinary resolution or on a later date the Board may set. Voting on the matter shows strong shareholder support with 98.20% for, 0.01% against and 0.00% abstain/withhold. The filing text includes truncated or missing subsections (parts b and c) so additional implementation details and context are not provided in this excerpt.
Schedule 13G highlights: Lan Cheng, through wholly-owned British Virgin Islands vehicle Ucare Holdings Limited, discloses ownership of 14,133,249 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd (TIRX) as of 30 Jun 2025. The position equals 11.70 % of the 120,757,154 shares outstanding. Cheng and Ucare report sole voting and dispositive power over the entire stake and certify the shares were not acquired to influence control.
The filing is made under Rule 13d-1(c), indicating a passive beneficial owner exceeding the 5 % threshold. No other members of a group are identified, and there is no shared voting or dispositive authority. A Joint Filing Agreement (Exhibit 99.1) accompanies the statement. Signatures are dated 24 Jul 2025.
Implications for investors: An 11.7 % holding represents meaningful alignment between Cheng/Ucare and public shareholders but does not, by itself, signal strategic change. However, any future increases, decreases or activist activity by this holder could materially affect the float and governance dynamics.