[SCHEDULE 13D] TIAN RUIXIANG Holdings Ltd SEC Filing

Rhea-AI Filing Summary

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.

Positive

• High-profile investor involvement: Sinovation Fund IV and Dr. Kai-Fu Lee now hold 21.19 % of TIRX, potentially strengthening governance and strategic resources.
• Acquisition financed entirely with equity: preserves TIRX’s cash position, which may support future operations and integration of Ucare.

Negative

• Share dilution: Issuance of 25.6 million new shares increases total outstanding to 120.8 million, diluting existing shareholders.
• Concentration of ownership: A single investor controlling over 20 % may influence corporate decisions, creating governance risk for minority holders.

Insights

M&A Specialist

TL;DR: Sinovation’s 21 % stake stems from an all-stock purchase of Ucare, making it a strategic holder and signalling material ownership change.

This 13D confirms that Sinovation Fund IV received 25.6 million newly issued TIRX shares (21.19 % of the float) in exchange for Ucare. The transaction both funds an acquisition and brings a high-profile tech investor, Dr. Kai-Fu Lee, onto the register. From an M&A standpoint, issuance rather than cash preserves liquidity but dilutes existing investors. The absence of additional plans suggests the filing is purely compliance-driven, yet the size of the stake gives Sinovation meaningful influence over future corporate actions.

Portfolio Manager

TL;DR: Material dilution balanced by potential strategic support; overall neutral-to-positive for long-term outlook.

The 21 % equity stake means current shareholders face dilution, but Sinovation’s reputation and Dr. Lee’s industry network could enhance deal pipeline and governance. No immediate intentions to alter control are stated, reducing near-term risk of disruptive activism. The disclosure is therefore viewed as modestly positive, contingent on synergies from Ucare and Sinovation’s ongoing involvement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

TIAN RUIXIANG Holdings Ltd

(Name of Issuer)

Class A Ordinary Shares, par value $0.025 per share

(Title of Class of Securities)

G8884K128

(CUSIP Number)

Kai-Fu Lee
Suite 2204, 22/F.,, Central Plaza, 18 Harbour Road,
Wanchai,, K3, 100000
852 55782899

(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

Sinovation Fund IV, L.P.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,593,133.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,593,133.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,593,133.00

12

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

13

Percent of class represented by amount in Row (11)

21.19 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.

SCHEDULE 13D

CUSIP No. G8884K128

1

Name of reporting person

Sinovation Fund Management IV, L.P.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,593,133.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,593,133.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,593,133.00

12

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

13

Percent of class represented by amount in Row (11)

21.19 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.

SCHEDULE 13D

CUSIP No. G8884K128

1

Name of reporting person

Sinovation Fund IV GP, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,593,133.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,593,133.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,593,133.00

12

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

13

Percent of class represented by amount in Row (11)

21.19 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.

SCHEDULE 13D

CUSIP No. G8884K128

1

Name of reporting person

Kai-Fu Lee

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

TAIWAN, PROVINCE OF CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,593,133.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 25,593,133.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

25,593,133.00

12

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

13

Percent of class represented by amount in Row (11)

21.19 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.

SCHEDULE 13D

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 , 100000.
Item 2.	Identity and Background
(a)	Sinovation Fund IV, L.P., a Cayman Islands exempted limited partnership; Sinovation Fund Management IV, L.P., as the General Partner of Sinovation Fund IV, L.P.; Sinovation Fund IV GP, Ltd., as the General Partner of Sinovation Fund Management IV, L.P.; Kai-Fu Lee, as the sole member of Sinovation Fund IV GP, Ltd. 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)	The address of each Reporting Person (other than Kai-Fu Lee) is c/o International Corporation Services Ltd., PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands. The business address of Kai-Fu Lee is Suite 2204, 22/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.
(c)	The principal business of Sinovation Fund IV, L.P. is operating as a private investment fund formed for the purpose of making equity investments and engaging in related investment activities. The principal business of Sinovation Fund Management IV, L.P. is serving as the general partner of Sinovation Fund IV, L.P. The principal business of Sinovation Fund IV GP, Ltd. is serving as the general partner of Sinovation Fund Management IV, L.P. Dr. Kai-Fu Lee serves as the sole member of Sinovation Fund IV GP, Ltd.
(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)	Kai-Fu Lee is a citizen of Taiwan. Sinovation Fund IV GP, Ltd. is an exempt company incorporated in the Cayman Islands with limited liability. Each of Sinovation Fund Management IV, L.P. and Sinovation Fund IV, L.P. is an exempted limited partnership organized in the Cayman Islands.
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 Sinovation Fund IV, L.P., 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 Sinovation Fund IV, L.P. 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, Sinovation Fund IV, L.P. 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 14, 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 dated July 14, 2025 by and among the Reporting Persons

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.

Sinovation Fund IV, L.P.

Signature:	/s/ Kai-Fu Lee
Name/Title:	Kai-Fu Lee, Authorized Signatory
Date:	07/14/2025

Sinovation Fund Management IV, L.P.

Signature:	/s/ Kai-Fu Lee
Name/Title:	Kai-Fu Lee, Authorized Signatory
Date:	07/14/2025

Sinovation Fund IV GP, Ltd.

Signature:	/s/ Kai-Fu Lee
Name/Title:	Kai-Fu Lee, sole member
Date:	07/14/2025

Kai-Fu Lee

Signature:	/s/ Kai-Fu Lee
Name/Title:	Kai-Fu Lee
Date:	07/14/2025

FAQ

How many TIRX shares does Sinovation Fund IV now own?

Sinovation Fund IV beneficially owns 25,593,133 Class A shares, equal to 21.19 % of TIRX’s outstanding Class A stock.

What triggered the Schedule 13D filing for TIRX?

The filing was required after Sinovation received TIRX shares on 30 June 2025 as consideration for Ucare Inc. under a share exchange.

Was cash involved in the Ucare acquisition by TIRX?

No. The consideration was newly issued Class A ordinary shares of TIRX, not cash.

Does Sinovation share voting power with any other party?

The filing states sole voting and dispositive power over all 25.6 million shares; no shared power is reported.

Are there any stated plans by Sinovation to change TIRX’s business?

Apart from completing the share exchange, the Reporting Persons disclose no present plans or proposals involving TIRX.

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

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