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.
Sinovation Fund IV, L.P. and related entities have become the largest disclosed shareholder of TIAN RUIXIANG Holdings Ltd. (TIRX) following a share-for-share acquisition.
According to the Schedule 13D filed for an event dated 30 June 2025, Sinovation Fund IV, L.P., its general partners and Dr. Kai-Fu Lee (collectively, the “Reporting Persons”) now beneficially own 25,593,133 Class A ordinary shares of TIRX, representing 21.19 % of the outstanding Class A shares (based on 120,757,154 shares outstanding).
The shares were issued as consideration in a Share Exchange Agreement signed 30 May 2025, whereby TIRX’s wholly owned subsidiary VitaCare Limited acquired 100 % of Ucare Inc. Sinovation was one of Ucare’s shareholders and received newly issued TIRX shares (the “TRX Exchange Shares”) in exchange for its Ucare equity.
All voting and dispositive power over these shares is held solely by the Reporting Persons; no shared voting arrangements are disclosed. Each entity—and Dr. Lee personally—disclaims beneficial ownership beyond the shares over which it holds direct power.
No additional plans or proposals concerning TIRX have been announced beyond completion of the exchange. A Joint Filing Agreement dated 14 July 2025 is included as an exhibit.