SEC Form 6-K filed by TIAN RUIXIANG Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-39925

TIAN RUIXIANG Holdings Ltd

2107, Block B, Shoudong International

Dongcheng District, Beijing

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x       Form 40-F ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT 

On February 3, 2026, TIAN RUIXIANG Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”),entered into a definitive agreement with certain investors for the purchase and sale of an aggregate of $900,000 of the Company’s Class A ordinary share, par value $0.125 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $0.125 per share in a registered direct offering. The Company and the investors mutually agree to additional closings on or before the 30^th calendar day anniversary of the initial closing date, of up to 1,000% of the number of Shares (or pre-funded warrants in lieu thereof) for all purchases under the agreement at the same purchase price of $0.125 per share by delivery of one or more written notices.

In addition, the Company is reducing the exercise price of all of the Ordinary Warrants (as defined therein) to purchase certain of the Company’s Class A ordinary share issued to the same investors on October 14, 2025 pursuant to the Company’s prospectus supplement filed on October 14, 2025 with the SEC to shelf registration statement on Form F-3 (File No. 333-269348), as amended, previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 31, 2023 (the “Registration Statement”).

The aggregate gross proceeds to the Company of this offering are expected to be approximately $900,000. The transaction is expected to close on or about February 4, 2026, subject to the satisfaction of customary closing conditions. The Company plans to use the process for working capital and general corporate purposes.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to the Registration Statement. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at [email protected], or by calling +1 (212) 343-8888.

This current report on Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.