[SCHEDULE 13G] TIAN RUIXIANG Holdings Ltd SEC Filing

Rhea-AI Filing Summary

Schedule 13G filing reports that Eastern Bell entities and Li Yan beneficially own 14,595,114 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd, representing 12.09% of the Class A shares outstanding as of June 30, 2025. The shares are directly held by Eastern Bell International XXVII Limited and control / ownership flows up through Eastern Bell Capital Fund II, L.P., Eastern Bell Capital II Limited, Yan Capital Limited and Li Yan. The filing states sole voting and dispositive power over all reported shares and certifies the holdings are not intended to change control of the issuer.

Positive

• Material ownership disclosed: Reporting persons hold 14,595,114 Class A shares representing 12.09% of Class A outstanding.
• Clear ownership chain: Direct holder and upstream entities (Eastern Bell Capital Fund II, Eastern Bell Capital II, Yan Capital Limited, Li Yan) are explicitly identified.
• Sole voting and dispositive power: Reporting persons assert sole voting and disposal authority over the reported shares.
• Filing certifies passive intent: Certification states shares were not acquired to change or influence control, consistent with a Schedule 13G filing.

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 12.09% stake is material but the filing indicates passive intent, so market impact is likely limited absent further actions.

The Schedule 13G shows a meaningful minority position of 14,595,114 Class A shares equal to 12.09% of Class A outstanding, concentrated in a single reporting chain. Sole voting and dispositive power is asserted by Eastern Bell International XXVII Limited. Because the filing is on Schedule 13G and includes a certification that the holdings are not for the purpose of changing control, this suggests an intent to be a passive investor rather than an activist or control-seeking holder. For investors, the key takeaways are stake size and ownership structure; there is no disclosure here of plans to acquire more shares or to seek board influence.

Corporate Governance Expert

TL;DR: Ownership chain and sole dispositive authority are clearly documented; filing signals passive ownership without group formation or control intent.

The document maps the ownership chain from the direct holder to ultimate beneficial owner Li Yan and documents sole voting and dispositive powers over the reported shares. Items that often indicate potential governance activism, such as group formation, shared voting arrangements, or statements of intent to influence control, are absent and Item 8/9 are marked not applicable. The joint filing agreement exhibit is referenced, demonstrating coordinated disclosure across related entities. From a governance perspective, this is a routine, compliant disclosure of a sizable minority position rather than a change in control filing.

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

Eastern Bell International XXVII 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 14,595,114.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,595,114.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,595,114.00

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)

12.09 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The numbers in Rows 5, 7, and 9 consist of 14,595,114 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Eastern Bell International XXVII 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

Li Yan

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 14,595,114.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,595,114.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,595,114.00

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)

12.09 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The numbers in Rows 5, 7, and 9 consist of 14,595,114 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Eastern Bell International XXVII 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

Eastern Bell Capital Fund II, L.P.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14,595,114.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,595,114.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,595,114.00

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)

12.09 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The numbers in Rows 5, 7, and 9 consist of 14,595,114 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Eastern Bell International XXVII 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

Eastern Bell Capital II 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14,595,114.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,595,114.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,595,114.00

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)

12.09 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The numbers in Rows 5, 7, and 9 consist of 14,595,114 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Eastern Bell International XXVII 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

Yan Capital 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 14,595,114.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,595,114.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,595,114.00

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)

12.09 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The numbers in Rows 5, 7, and 9 consist of 14,595,114 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Eastern Bell International XXVII 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: 1.Eastern Bell International XXVII Limited, a British Virgin Islands exempted limited company; 2.Eastern Bell Capital Fund II, L.P., as the sole member of Eastern Bell International XXVII Limited; 3.Eastern Bell Capital II Limited, as the General Partner of Eastern Bell Capital Fund II, L.P.; 4.Yan Capital Limited, as the owner of 50.01% share of Eastern Bell Capital II Limited; 5.Li Yan, as the sole member of Yan Capital Limited. The Class A ordinary shares reported herein are directly held by Eastern Bell International XXVII Limited. Eastern Bell Capital Fund II, L.P. is the sole member of Eastern Bell International XXVII Limited. Eastern Bell Capital II Limited is the general partner of Eastern Bell Capital Fund II, L.P. Yan Capital Limited owns 50.01% of Eastern Bell Capital II Limited, and Li Yan is the sole shareholder of Yan Capital Limited. Accordingly, Li Yan may be deemed to indirectly beneficially own the Class A ordinary shares of the Issuer held by Eastern Bell International XXVII Limited. Li Yan disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(b)	Address or principal business office or, if none, residence: 1.Eastern Bell International XXVII Limited, a British Virgin Islands exempted company with the address at 40th Floor, Shanghai SK Building, 149 Youcheng Road, Pudong New Area, Shanghai, China 2.Eastern Bell Capital Fund II, L.P. a Cayman Islands exempted company having its registered office at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands; 3. Eastern Bell Capital II Limited, a Cayman Islands exempted company having its registered office at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. 4. Yan Capital Limited, a British Virgin Islands exempted company having its registered office at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands 5. Li Yan: 40th Floor, Shanghai SK Building, 149 Youcheng Road, Pudong New Area, Shanghai, China
(c)	Citizenship: Eastern Bell International XXVII Limited, British Virgin Islands. Eastern Bell Capital Fund II, L.P., Cayman Islands. Eastern Bell Capital II Limited, Cayman Islands. Yan Capital Limited, British Virgin Islands Li Yan: 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: 14,595,114
(b)	Percent of class: 12.09%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 14,595,114
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 14,595,114
	(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.

Eastern Bell International XXVII Limited

Signature:	/s/ Yingchun Zhu
Name/Title:	Yingchun Zhu/Director
Date:	08/22/2025

Li Yan

Signature:	/s/ Li Yan
Name/Title:	Li Yan
Date:	08/22/2025

Eastern Bell Capital Fund II, L.P.

Signature:	/s/ Li Yan
Name/Title:	Li Yan/Authorized Signatory
Date:	08/22/2025

Eastern Bell Capital II Limited

Signature:	/s/ Li Yan
Name/Title:	Li Yan/Authorized Signatory
Date:	08/22/2025

Yan Capital Limited

Signature:	/s/ Li Yan
Name/Title:	Li Yan/Sole Member
Date:	08/22/2025

Exhibit Information

99.1 Joint Filing Agreement

FAQ

What stake in TIRX does Eastern Bell International XXVII Limited report?

The filing reports 14,595,114 Class A shares, equal to 12.09% of Class A ordinary shares outstanding as of June 30, 2025.

Who are the ultimate beneficial owners reported in the TIRX Schedule 13G?

The direct holder is Eastern Bell International XXVII Limited with upstream entities Eastern Bell Capital Fund II, L.P., Eastern Bell Capital II Limited, Yan Capital Limited, and individual Li Yan named.

Does the filing indicate the reporting persons seek to change control of TIRX?

No. The certification states the securities "were not acquired and are not held for the purpose of or with the effect of changing or influencing the control" of the issuer.

What voting and dispositive powers are reported for the TIRX shares?

The filing reports sole voting power of 14,595,114 shares and sole dispositive power of 14,595,114 shares; shared powers are reported as zero.

When was the Schedule 13G signed for TIRX and by whom?

Signatures dated August 22, 2025, were provided by Yingchun Zhu for Eastern Bell International XXVII Limited and by Li Yan for the related entities and personally.