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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TIAN RUIXIANG Holdings Ltd (Name of Issuer) |
Class A ordinary shares, par value $0.125 per share (Title of Class of Securities) |
G8884K136 (CUSIP Number) |
01/29/2026 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8884K136 |
| 1 | Names of Reporting Persons
Mitchell P. Kopin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,100,615.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| CUSIP No. | G8884K136 |
| 1 | Names of Reporting Persons
Daniel B. Asher | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,100,615.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| CUSIP No. | G8884K136 |
| 1 | Names of Reporting Persons
Intracoastal Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,100,615.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TIAN RUIXIANG Holdings Ltd | |
| (b) | Address of issuer's principal executive offices:
2107, Block B, Shoudong International, Dongcheng District, Beijing, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301. | |
| (c) | Citizenship:
Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.125 per share | |
| (e) | CUSIP No.:
G8884K136 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on January 29, 2026 (the "SPA") (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on January 29, 2026), each of the Reporting Persons may have been deemed to have beneficial ownership of 3,050,733 Class A Ordinary Shares, which consisted of (i) 3,040,000 Class A Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, (ii) 5,333 Class A Ordinary Shares issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 1") and (iii) 5,400 Class A Ordinary Shares issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 2"), and all such Class A Ordinary Shares represent beneficial ownership of approximately 9.99% of the Class A Ordinary Shares, based on (1) 43,603,573 Class A Ordinary Shares outstanding as of January 29, 2026, as reported to the Reporting Persons by the Issuer, plus (2) 3,040,000 Class A Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, (3) 5,333 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 1 and (4) 5,400 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes 2,000,000 Class A Ordinary Shares issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Class A Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 5,050,733 Class A Ordinary Shares.
(ii) As of the close of business on February 4, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership of 10,100,615 Class A Ordinary Shares, which consisted of (i) 5,333 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (ii) 5,400 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 2 and (iii) 10,089,882 Class A Ordinary Shares issuable upon exercise of an option held by Intracoastal and acquire pursuant to the Securities Purchase Agreement with the Issuer on February 3, 2026 (the "Intracoastal Option") (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on February 3, 2026) (the "Second SPA"), and all such Class A Ordinary Shares represent beneficial ownership of approximately 9.99% of the Class A Ordinary Shares, based on (1) 83,606,649 Class A Ordinary Shares outstanding prior to the execution of the Second SPA, as reported to the Reporting Persons by the Issuer, plus (2) 7,200,000 Class A Ordinary Shares issued at the closing of the transaction contemplated by Second SPA, (3) 200,000 Class A Ordinary Shares issued to Intracoastal upon exercise of the Option, (4) 5,333 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 1, (5) 5,400 Class A Ordinary Shares issuable upon exercise of Intracoastal Warrant 2 and (6) 10,089,882 Class A Ordinary Shares issuable upon exercise of the Intracoastal Option. The foregoing excludes (I) 2,000,000 Class A Ordinary Shares issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Class A Ordinary Shares and (II) 1,710,118 Class A Ordinary Shares issuable upon exercise of the Intracoastal Option because the Intracoastal Option contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Option to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Class A Ordinary Shares. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 13,810,733 Class A Ordinary Shares. | |
| (b) | Percent of class:
9.99 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
10,100,615 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
10,100,615 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement |