Amendment: SEC Form SC 13G/A filed by TIAN RUIXIANG Holdings Ltd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

TIAN RUIXIANG Holdings Ltd

(Name of Issuer)

Class A ordinary shares, $0.005 par value per share

(Title of Class of Securities)

KYG8884K1105

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in 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).

This Amendment No. 4 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 14, 2021, as amended by Amendment No. 1 filed by the Reporting Persons with the SEC on February 11, 2022, as amended by Amendment No. 2 filed by the Reporting Persons with the SEC on February 8, 2023, and as amended by Amendment No. 3 filed by the Reporting Persons with the SEC on February 6, 2024 (the “Schedule 13G”).

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

Item 4. Ownership.

(a) and (b):

As of the close of business on September 30, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 53,667 shares of Common Stock, which consisted of (i) 26,667 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”) and (iii) 27,000 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 2.2% of the Common Stock, based on (1) 2,334,353 shares of Common Stock outstanding on June 1, 2024, as reported by the Issuer, plus (2) 26,667 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (3) 27,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2.

(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote:      0     .

(ii) Shared power to vote or to direct the vote:      53,667     .

(iii) Sole power to dispose or to direct the disposition of      0     .

(iv) Shared power to dispose or to direct the disposition of      53,667     .

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following þ.

Item 10. Certification

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.

Date: November 13, 2024