[SCHEDULE 13D/A] TIAN RUIXIANG Holdings Ltd SEC Filing

Rhea-AI Filing Summary

Filing type: Schedule 13D/A (Amendment No. 1) for Tian Ruixiang Holdings Ltd. (Ticker: TIRX). The amendment updates ownership data following a change in the issuer’s total outstanding shares.

Reporting persons:

• Mufang Gao (individual)
• Unitrust Holdings Ltd.
• Plenty Holdings Company Ltd.
• ES-Shining Unity Holdings Ltd.

Aggregate beneficial ownership (economic):

• Mufang Gao (combined across the three entities) — 3,250,900 shares, representing 2.65 % of the Class A share class.
• Unitrust Holdings — 2,008,900 shares (1.64 %).
• Plenty Holdings — 540,000 shares (0.45 %).
• ES-Shining Unity Holdings — 702,000 shares (0.58 %).

Holdings comprise (i) Class A ordinary shares, (ii) 1,050,000 Class B ordinary shares that carry 600 votes per share, and (iii) rights to purchase up to 1,009,800 additional Class A shares via warrants/options. All Class B shares are convertible 1-for-1 into Class A shares at the holder’s option.

Reason for amendment: the only change is the recalculation of ownership percentages based on the issuer’s newly reported 120,757,154 Class A shares outstanding as of 30 Jun 2025. No new share purchases or sales were reported in the preceding 60 days.

Governance implications: Although Gao’s economic stake is modest, the super-voting Class B shares materially enhance his voting influence. The complex multi-entity structure centralises dispositive and voting power in Gao, who is the sole director and controlling shareholder of each reporting entity.

Positive

• Transparent disclosure of updated beneficial ownership figures following share-count change.
• Clarification of voting structure—explicit note that Class B shares carry 600 votes each and are convertible 1-for-1.

Negative

• Dilution effect: Gao’s economic stake falls to 2.65 % due to increased shares outstanding.
• Dual-class governance risk: Super-voting Class B shares allow significant control disproportionate to economic ownership.

Insights

Financial Analyst

TL;DR: Filing merely updates ownership percentages; no new transactions, but super-voting stock maintains Gao’s influence.

This 13D/A signals no change in absolute share count held by the reporting parties—only a denominator change raising total outstanding shares to 120.76 million. Consequently, Mufang Gao’s economic stake drops to 2.65 %. However, with 1.05 million Class B shares at 600 votes each, Gao retains outsized voting power relative to his economic interest, an important governance consideration for minority holders. As dilution appears issuer-driven rather than insider-driven, immediate financial impact is limited; nevertheless, continued issuance could further diminish outside investors’ voting weight.

Corporate Governance Expert

TL;DR: Super-voting structure entrenches control despite small equity stake—neutral economically, negative for governance balance.

From a governance standpoint, the filing highlights the persistence of a dual-class structure granting 600:1 vote supremacy to Class B. Although Gao’s economic interest is only 2.65 %, he can materially steer corporate decisions through aggregated voting rights across Unitrust, Plenty, and ES-Shining Unity. Investors should watch future share issuances: each new Class A share dilutes economic stakes but not Gao’s control unless Class B converts. While today’s amendment is routine, it reiterates structural risks for public shareholders seeking proportional influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TIAN RUIXIANG HOLDINGS LTD

(Name of Issuer)

Class A ordinary share, par value $0.025 per share

(Title of Class of Securities)

G8884K128

(CUSIP Number)

Mufang Gao
Room 918, Jingding Building,, Xicheng District
Beijing, F4, 100000
(010) 87529554

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G8884K128

1

Name of reporting person

Mufang Gao

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,250,900.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,250,900.00

11

Aggregate amount beneficially owned by each reporting person

3,250,900.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.65 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Row 8, 10, and 11 include: (a) 570,100 class A ordinary shares, 1,050,000 class B ordinary shares, and the right to purchase up to 388,800 class A ordinary shares held by Unitrust Holdings Limited; (b) 270,000 class A ordinary shares and the right to purchase up to 270,000 class A ordinary shares held by Plenty Holdings Company Limited; and (c) 351,000 class A ordinary shares the right to purchase up to 351,000 class A ordinary shares held by ES-Shining Unity Holdings Limited. Each Class B ordinary share can be converted to one Class A ordinary share at any time at the option of the holder. Mufang Gao, as the sole director and controlling shareholder of Unitrust Holdings Limited, Plenty Holdings Company Limited, and ES-Shining Unity Holdings Limited, has the dispositive and voting power over the shares held by each of these entities. Row 13 is calculated based on 121,807,154 shares, consisting of 120,757,154 Class A ordinary shares (1 vote per share) outstanding as of June 30, 2025, as provided by the Issuer, 1,050,000 Class B ordinary shares (600 votes per share), and the right to purchase up to 1,009,800 class A ordinary shares.

SCHEDULE 13D

CUSIP No. G8884K128

1

Name of reporting person

Unitrust Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,008,900.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,008,900.00

11

Aggregate amount beneficially owned by each reporting person

2,008,900.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.64 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 8, 10, and 11 include 570,100 class A ordinary shares, 1,050,000 class B ordinary shares and the right to purchase up to 388,800 class A ordinary shares held by Unitrust Holdings Limited. Each Class B ordinary share can be converted to one Class A ordinary share at any time at the option of the holder. Mufang Gao, as the sole director and controlling shareholder of Unitrust Holdings Limited, has the dispositive and voting power over the shares held by this entity. Row 13 is calculated based on 122,195,954 shares, consisting of 120,757,154 Class A ordinary shares (1 vote per share) outstanding as of June 30, 2025, as provided by the Issuer, 1,050,000 Class B ordinary shares (600 votes per share), and the right to purchase up to 388,800 class A ordinary shares.

SCHEDULE 13D

CUSIP No. G8884K128

1

Name of reporting person

Plenty Holdings Company Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 540,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 540,000.00

11

Aggregate amount beneficially owned by each reporting person

540,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.45 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 8, 10, and 11 include 270,000 class A ordinary shares and the right to purchase up to 270,000 class A ordinary shares held by Plenty Holdings Company Limited. Mufang Gao, as the sole director and controlling shareholder of Plenty Holdings Company Limited, has the dispositive and voting power over the shares held by this entity. Row 13 is calculated based on 121,027,154 shares, consisting of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer, and the right to purchase up to 270,000 class A ordinary shares.

SCHEDULE 13D

CUSIP No. G8884K128

1

Name of reporting person

ES-Shining Unity Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 702,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 702,000.00

11

Aggregate amount beneficially owned by each reporting person

702,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.58 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 8, 10, and 11 include 351,000 class A ordinary shares and the right to purchase up to 3510,000 class A ordinary shares held by ES-Shining Unity Holdings Limited. Mufang Gao, as the sole director and controlling shareholder of ES-Shining Unity Holdings Limited, has the dispositive and voting power over the shares held by this entity. Row 13 is calculated based on 121,108,154 shares, consisting of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer, and the right to purchase up to 351,000 class A ordinary shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary share, par value $0.025 per share
(b)	Name of Issuer: TIAN RUIXIANG HOLDINGS LTD
(c)	Address of Issuer's Principal Executive Offices: Room 918, Jingding Building, Xicheng District, Beijing, CHINA , 100000.
Item 1 Comment: This Schedule 13D/A amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on August 18, 2023, the Schedule 13D/A filed with the SEC on June 10, 2024, and the Schedule 13D filed with the SEC on June 4, 2025 (collectively, the "Original Schedule 13D"). Except as specifically provided herein, this amendment does not modify any of the information previously reported on the Original Schedule 13D. All disclosure in respect of items and exhibits contained in the Original Schedule 13D where no new information is provided for such item in this amendment is incorporated herein by reference. Capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original Schedule 13D. This Amendment is being filed solely due to a change in the aggregate number of securities of the Issuer outstanding.
Item 5.	Interest in Securities of the Issuer
(a)	References to percentage ownerships of Class A ordinary share in this Amendment are based upon the 120,757,154 shares of Class A ordinary share stated to be outstanding as of June 30, 2025, as provided by the Issuer. Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this amendment are hereby incorporated by reference in this Item 5.
(b)	The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this amendment are hereby incorporated by reference in this Item 5.
(c)	Other than as described herein, the Reporting Persons have not effected any transactions in the Issuer's securities during the 60 days preceding the date of this report.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mufang Gao

Signature:	/s/ Mufang Gao
Name/Title:	Mufang Gao/Director
Date:	07/08/2025

Unitrust Holdings Limited

Signature:	/s/ Mufang Gao
Name/Title:	Mufang Gao/Director
Date:	07/08/2025

Plenty Holdings Company Limited

Signature:	/s/ Mufang Gao
Name/Title:	Mufang Gao/Director
Date:	07/08/2025

ES-Shining Unity Holdings Limited

Signature:	/s/ Mufang Gao
Name/Title:	Mufang Gao/Director
Date:	07/08/2025

FAQ

Why did Mufang Gao file an amended Schedule 13D for TIRX?

The amendment reflects a change in the total Class A shares outstanding, altering the calculation of Gao’s ownership percentage; no new purchases or sales occurred.

How many Tian Ruixiang (TIRX) shares does Mufang Gao now control?

He beneficially owns 3,250,900 shares (Class A, Class B and purchase rights), equating to 2.65 % of the Class A share class.

What voting power do the Class B shares give Mufang Gao?

Each Class B ordinary share carries 600 votes, granting Gao substantial voting influence despite a modest economic stake.

Did the reporting entities buy or sell TIRX stock recently?

No. The filing states the reporting persons effected no transactions in the 60 days preceding the report date.

What is the current number of TIRX Class A shares outstanding?

The issuer reports 120,757,154 Class A shares outstanding as of 30 June 2025.