| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, 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
, 100032. |
| Item 2. | Identity and Background |
|
| (a) | Medata Holdings Limited, a British Virgin Islands exempted limited partnership;
XinWei VISTA Trust, a trust established under the Virgin Islands Special Trusts Act 2003 (VISTA Act);
Wei Zhu, as the sole director of Medata Holdings Limited and protector of XinWei VISTA Trust.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | Medata Holdings Limited, OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG 1110, British Virgin Islands.
XinWei VISTA Trust, OMC Chamber, P.O. Box 3152, Road Town, Tortola, British Virgin Islands
Wei Zhu, Room 801, Unit 2, Building 3, Shimaoaolin, No.1 Qinglin Road, Chaoyang District, Beijing, PR China |
| (c) | MEDATA is not an operating entity. It currently holds securities of the Issuer. Mr. Wei Zhu currently serves as the sole director of MEDATA. |
| (d) | Neither Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). |
| (e) | Neither Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | MEDATA is a limited liability company incorporated in British Virgin Islands. XinWei VISTA Trust is a trust established under the British Virgin Islands; Wei Zhu is a citizen of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information set forth in Items 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 3. |
| Item 4. | Purpose of Transaction |
| | On May 30, 2025, TIAN RUIXIANG Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company" or "TRX"), and its wholly-owned subsidiary, VitaCare Limited, a business company incorporated under the laws of the British Virgin Islands (the "Purchaser"), entered into a share exchange agreement (the "Agreement") with Ucare Inc., an exempted company incorporated under the laws of the Cayman Islands ("Ucare"), all shareholders of Ucare listed in Schedule A of the Agreement (the "Sellers"), including Medata Holdings Limited , and Mr. Wei Zhu serving as seller representative.
Pursuant to the Agreement, the Purchaser has agreed to acquire 100% of Ucare's issued and outstanding shares from Medata Holdings Limited and the other Sellers, in exchange for newly-issued class A ordinary shares (the "Class A Ordinary Shares") of a par value of US$0.025 each, of TRX (the "TRX Exchange Shares"). As a result of the transaction, Medata Holdings Limited received 25,593,133 TRX Exchange Shares.
Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions of this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | References to percentage ownerships of Class A ordinary share in this Schedule 13D 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 Schedule 13D 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 Schedule 13D are hereby incorporated by reference in this Item 5. |
| (c) | Except as described in Item 4, neither Reporting Person has effected any transactions in the Class A Ordinary Shares of the Issuer in the past 60 days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.
On July 22, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1. Share Exchange Agreement dated May 30, 2025 by and among TIAN RUIXIANG Holdings Ltd, VitaCare Limited, Ucare Inc., all shareholders of Ucare Inc., and Mr. Wei Zhu. (incorporated by reference to Exhibit 2.1 of TIAN RUIXIANG Holdings Ltd's Form 6-K (File No. 001- 39925), filed on May 30, 2025)
2. Joint Filing Agreement |
