Tian Ruixiang Holdings Ltd reports that three related reporting persons beneficially own 2,010,733 Class A ordinary shares, representing approximately 2.4% of the Class A shares. The position reflects three warrants and is calculated using 81,455,573 shares outstanding as of February 4, 2026.
The filing states the holdings arise from warrants held by Intracoastal Capital LLC (5,333; 5,400; and 2,000,000 share exercise amounts) and that voting and dispositive power are shared among the reporting persons as of March 31, 2026.
The filing lists a collective beneficial position of 2,010,733 shares, arising from three warrants held by Intracoastal Capital LLC. The calculation uses an outstanding share base of 81,455,573 as of February 4, 2026.
Voting and dispositive power are reported as shared. This is a passive disclosure of holdings under Schedule 13G/A; subsequent transactions or exercises would require updated filings.
Filed as an amendment to reflect current beneficial ownership and warrant detail.
The amendment attributes beneficial ownership to three reporting persons and itemizes warrants exercisable for 5,333, 5,400, and 2,000,000 shares. The filing ties the ownership percentage to a specific outstanding-share figure.
Qualifiers: the ownership figure is as of March 31, 2026 and the outstanding-share anchor is February 4, 2026. Future exercises or transfers would change the disclosed position and may trigger new filings.
Key Figures
Beneficial ownership:2,010,733 sharesPercent of class:2.4%Outstanding shares (anchor):81,455,573 shares+1 more
4 metrics
Beneficial ownership2,010,733 sharesas of March 31, 2026
Percent of class2.4%calculated using 81,455,573 shares outstanding as of Feb 4, 2026
Outstanding shares (anchor)81,455,573 sharesas of Feb 4, 2026 (issuer-reported)
Warrants (three)5,333; 5,400; 2,000,000 sharesexercise amounts for Intracoastal Warrant 1, 2, and 3
Key Terms
Beneficial ownership, Warrant, Shared dispositive power
3 terms
Beneficial ownershipregulatory
"As of the close of business on March 31, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Warrantfinancial
"issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1")"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
Shared dispositive powerregulatory
"Shared Dispositive Power 2,010,733.00"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TIAN RUIXIANG Holdings Ltd
(Name of Issuer)
Class A ordinary shares, par value $0.125 per share
(Title of Class of Securities)
G8884K144
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G8884K144
1
Names of Reporting Persons
Mitchell P. Kopin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,010,733.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,010,733.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,010,733.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G8884K144
1
Names of Reporting Persons
Daniel B. Asher
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,010,733.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,010,733.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,010,733.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G8884K144
1
Names of Reporting Persons
Intracoastal Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,010,733.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,010,733.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,010,733.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TIAN RUIXIANG Holdings Ltd
(b)
Address of issuer's principal executive offices:
2107, Block B, Shoudong International, Dongcheng District, Beijing, People's Republic of China
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)
Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.125 per share
(e)
CUSIP No.:
G8884K144
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on March 31, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,010,733 Class A Ordinary Shares, which consisted of (i) 5,333 Class A Ordinary Shares issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1"), (ii) 5,400 Class A Ordinary Shares issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2") and (iii) 2,000,000 Class A Ordinary Shares issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3"), and all such Class A Ordinary Shares represent beneficial ownership of approximately 2.4% of the Class A Ordinary Shares, based on (1) 81,455,573 Class A Ordinary Shares outstanding as of February 4, 2026, as reported by the Issuer, plus (2) 5,333 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (3) 5,400 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 2 and (4) 2,000,000 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 3.
(b)
Percent of class:
2.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,010,733
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,010,733
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
They report beneficial ownership of 2,010,733 Class A shares, equal to approximately 2.4% of Class A shares using the filing's share base. The calculation uses 81,455,573 shares outstanding as of February 4, 2026.
How is the 2,010,733 share total composed?
The total includes warrants exercisable for 5,333, 5,400, and 2,000,000 Class A shares held by Intracoastal Capital LLC, as described in the amendment dated March 31, 2026.
Who are the reporting persons in the Schedule 13G/A?
The filing lists Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC as the Reporting Persons, with principal business addresses in Florida and Illinois provided in the form.
What voting or dispositive power do they report?
Each reporting person reports 0 sole voting or dispositive power and 2,010,733 shared voting and dispositive power over the reported Class A shares as of March 31, 2026.
