|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
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) |
Kai-Fu Lee Suite 2204, 22/F.,, Central Plaza, 18 Harbour Road, Wanchai,, K3, 100000 852 55782899 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
Sinovation Fund IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,593,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.19 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
Sinovation Fund Management IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,593,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.19 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
Sinovation Fund IV GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,593,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.19 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
Kai-Fu Lee | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TAIWAN, PROVINCE OF CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,593,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.19 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The number in Row 7, 9, and 11 consists of 25,593,133 class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd directly held by Sinovation Fund IV, L.P.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.025 per share |
| (b) | Name of Issuer:
TIAN RUIXIANG Holdings Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
Room 918, Jingding Building, Xicheng District, Beijing,
CHINA
, 100000. |
| Item 2. | Identity and Background |
| (a) | Sinovation Fund IV, L.P., a Cayman Islands exempted limited partnership;
Sinovation Fund Management IV, L.P., as the General Partner of Sinovation Fund IV, L.P.;
Sinovation Fund IV GP, Ltd., as the General Partner of Sinovation Fund Management IV, L.P.;
Kai-Fu Lee, as the sole member of Sinovation Fund IV GP, Ltd.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | The address of each Reporting Person (other than Kai-Fu Lee) is c/o International Corporation Services Ltd., PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands.
The business address of Kai-Fu Lee is Suite 2204, 22/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong. |
| (c) | The principal business of Sinovation Fund IV, L.P. is operating as a private investment fund formed for the purpose of making equity investments and engaging in related investment activities.
The principal business of Sinovation Fund Management IV, L.P. is serving as the general partner of Sinovation Fund IV, L.P.
The principal business of Sinovation Fund IV GP, Ltd. is serving as the general partner of Sinovation Fund Management IV, L.P.
Dr. Kai-Fu Lee serves as the sole member of Sinovation Fund IV GP, Ltd. |
| (d) | Neither Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). |
| (e) | Neither Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Kai-Fu Lee is a citizen of Taiwan. Sinovation Fund IV GP, Ltd. is an exempt company incorporated in the Cayman Islands with limited liability. Each of Sinovation Fund Management IV, L.P. and Sinovation Fund IV, L.P. is an exempted limited partnership organized in the Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
On May 30, 2025, TIAN RUIXIANG Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company" or "TRX"), and its wholly-owned subsidiary, VitaCare Limited, a business company incorporated under the laws of the British Virgin Islands (the "Purchaser"), entered into a share exchange agreement (the "Agreement") with Ucare Inc., an exempted company incorporated under the laws of the Cayman Islands ("Ucare"), all shareholders of Ucare listed in Schedule A of the Agreement (the "Sellers"), including Sinovation Fund IV, L.P., and Mr. Wei Zhu serving as seller representative.
Pursuant to the Agreement, the Purchaser has agreed to acquire 100% of Ucare's issued and outstanding shares from Sinovation Fund IV, L.P. and the other Sellers, in exchange for newly-issued class A ordinary shares (the "Class A Ordinary Shares") of a par value of US$0.025 each, of TRX (the "TRX Exchange Shares"). As a result of the transaction, Sinovation Fund IV, L.P. received 25,593,133 TRX Exchange Shares.
Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions of this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | References to percentage ownerships of Class A ordinary share in this Schedule 13D are based upon the 120,757,154 shares of Class A ordinary share stated to be outstanding as of June 30, 2025, as provided by the Issuer.
Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. |
| (c) | Except as described in Item 4, neither Reporting Person has effected any transactions in the Class A Ordinary Shares of the Issuer in the past 60 days. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.
On July 14, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
1. Share Exchange Agreement dated May 30, 2025 by and among TIAN RUIXIANG Holdings Ltd, VitaCare Limited, Ucare Inc., all shareholders of Ucare Inc., and Mr. Wei Zhu. (incorporated by reference to Exhibit 2.1 of TIAN RUIXIANG Holdings Ltd's Form 6-K (File No. 001- 39925), filed on May 30, 2025)
2. Joint Filing Agreement dated July 14, 2025 by and among the Reporting Persons |
| 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.
|
|
|
|
|
|
|
|
|