TIAN RUIXIANG Holder Ucare Holdings Files Passive 11.7 % Position

Rhea-AI Filing Summary

Schedule 13G highlights: Lan Cheng, through wholly-owned British Virgin Islands vehicle Ucare Holdings Limited, discloses ownership of 14,133,249 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd (TIRX) as of 30 Jun 2025. The position equals 11.70 % of the 120,757,154 shares outstanding. Cheng and Ucare report sole voting and dispositive power over the entire stake and certify the shares were not acquired to influence control.

The filing is made under Rule 13d-1(c), indicating a passive beneficial owner exceeding the 5 % threshold. No other members of a group are identified, and there is no shared voting or dispositive authority. A Joint Filing Agreement (Exhibit 99.1) accompanies the statement. Signatures are dated 24 Jul 2025.

Implications for investors: An 11.7 % holding represents meaningful alignment between Cheng/Ucare and public shareholders but does not, by itself, signal strategic change. However, any future increases, decreases or activist activity by this holder could materially affect the float and governance dynamics.

Positive

• Transparent disclosure of a significant 11.7 % stake improves shareholder visibility.
• Stakeholder alignment: large personal investment may align Cheng’s interests with minority investors.

Negative

• Concentration risk: single holder controls >10 % of float; potential liquidity impact if stake is sold.
• Lack of stated strategic intent leaves uncertainty on future governance actions.

Insights

Securities Analyst

TL;DR: Passive 11.7 % stake disclosed; neutral near-term impact but float concentration worth watching.

Lan Cheng’s ownership, held via BVI entity Ucare Holdings, reduces TIRX’s effective free float and establishes him as the company’s largest known outside holder. Because the filing is on Schedule 13G (not 13D), Cheng asserts a passive stance, lessening immediate expectations of governance intervention. Still, a block over 10 % can influence liquidity, especially for a micro-cap; any future sale could pressure the stock, while incremental buying could tighten supply. No price, cost basis or intent change is provided, leaving valuation impact neutral today.

Corporate Governance Expert

TL;DR: Large passive block improves disclosure transparency but adds single-holder concentration risk.

The disclosure clarifies voting control—solely with Cheng—covering > 10 % of the outstanding Class A shares. Investors gain visibility into a significant economic stakeholder that was previously opaque. Although Cheng disclaims activist intent, his ability to vote and dispose unilaterally means governance influence is possible without further filings unless his plans change to active, triggering a 13D. Monitoring subsequent amendments is prudent. Overall governance impact is neutral at this time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. G8884K128

1

Names of Reporting Persons

Lan Cheng

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14,133,249.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,133,249.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,133,249.00

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)

11.70 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The numbers in Row 6, 8, and 9 consist of 14,133,249 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Ucare Holdings Limited. As the sole director and shareholder of Ucare Holdings Limited, Lan Cheng has dispositive and voting power with respect to, and as such, may be deemed to be the beneficial owner of the securities held by Ucare Holdings Limited. The percentage in Row 11 is calculated based on a total of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer.

SCHEDULE 13G

CUSIP No. G8884K128

1

Names of Reporting Persons

Ucare Holdings Limited

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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14,133,249.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,133,249.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,133,249.00

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)

11.70 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The numbers in Rows 6, 8, and 9 consist of 14,133,249 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Ucare Holdings Limited. The percentage in Row 11 is calculated based on a total of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TIAN RUIXIANG Holdings Ltd
(b)	Address of issuer's principal executive offices: Room 918, Jingding Building, Xicheng District, District, Beijing, People's Republic of China
Item 2.
(a)	Name of person filing: Ucare Holdings Limited. Lan Cheng. The Class A ordinary shares reported herein are directly held by Ucare Holdings Limited. Lan Cheng is the sole director and shareholder of Ucare Holdings Limited. Accordingly, Lan Cheng may be deemed to indirectly beneficially own the Class A ordinary shares of the Issuer held by Ucare Holdings Limited.
(b)	Address or principal business office or, if none, residence: Ucare Holdings Limited: c/o AMS Trustees Limited: Sea Meadow House, Blackburne Highway, Road Town, Tortola, BVI. Lan Cheng: No. 2, Building 3, No. 25, Xiangjiang Li, Xianggang Road, Jianghan District, Wuhan, China
(c)	Citizenship: Ucare Holdings Limited: British Virgin Islands Lan Cheng: China
(d)	Title of class of securities: Class A ordinary shares, par value $0.025 per share
(e)	CUSIP No.: G8884K128
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: 14,133,249
(b)	Percent of class: 11.70%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 14,133,249
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 14,133,249
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	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.

Lan Cheng

Signature:	/s/ Lan Cheng
Name/Title:	Lan Cheng
Date:	07/24/2025

Ucare Holdings Limited

Signature:	/s/ Lan Cheng
Name/Title:	Director
Date:	07/24/2025

Exhibit Information

99.1 Joint Filing Agreement