Tian Ruixiang Holdings Ltd 6-K/A, filed Nov 10, 2025
Tian Ruixiang Holdings Ltd (TIRXF)
About this 6-K/A
Tian Ruixiang Holdings Ltd filed this 6-K/A on November 10, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
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 November 2025
Commission File Number: 001- 39925
TIAN RUIXIANG Holdings Ltd
Room 918, Jingding Building,
Xicheng District, District, Beijing,
Xicheng District, 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 ¨
EXPLANATORY NOTE
This Amendment No.1 to Form 6-K of TIAN RUIXIANG Holdings Ltd (the “Company”) amends Exhibit 99.1 to the Company’s report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the “SEC”) on November 5, 2025, which contains the Company’s announcement of its acquisition of Ren Talents Inc. (the “Press Release”), in order to correct a clerical error. The change is contained in the updated press release, attached hereto as Exhibit 99.1 and shall replace and supersede the previously furnished Press Release.
The document attached as exhibit 99.1 to this Form 6-K/A is hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed with the SEC on May 16, 2023 (Registration No. 333-269348) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 7, 2025 |
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.
| TIAN RUIXIANG Holdings Ltd | ||
| Date: November 10, 2025 | By: | /s/ Baohai Xu |
| Name: | Baohai Xu | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
CORRECTION--TIAN RUIXIANG Holdings Ltd. Enters Into Agreement to Acquire REN Talents Inc.
BEIJING, Nov. 07, 2025 (GLOBE NEWSWIRE) -- In a release issued under the same headline on November 5th by TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX), please note that multiple edits have been made. The corrected release follows:
TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company” or “TRX”) today announced that it has entered into a definitive agreement to acquire REN Talents Inc. (the “Target”), pursuant to which it will issue 3,211,010 Class A ordinary shares at a price of $2.18 per share. The closing of the transaction is anticipated to occur on or about November 5, 2025, or such other date as mutually agreed by the parties.
The Target is a full-service creative brand agency with offices in New York and Paris, specializing in fashion, beauty, lifestyle and entertainment. Since its founding in 2021, the company has served over 100 cross-industry clients—ranging from fashion brands like ANTA, PEAK, Xtep and Urban Revivo to technology firms like Xiaomi, OPPO and Infinix, as well as retailers such as Miniso, AliExpress —providing brand strategy, marketing activation and content development services. The company also manages internationally renowned talents such as actress Maggie Q, with exclusive access to top-tier KOL resources and creative partnerships with global fashion media.
Mr. Baohai Xu, Director, Chairman and CEO of TRX, said, “We are excited to officially welcome REN Talents Inc. to the TRX family. The expansion into the U.S. and European markets represents a critical pillar in TRX’s globalization strategy and a major initiative to diversify its international footprint beyond its core insurance business. The U.S. and Europe—home to mature financial systems, strong consumer spending power, and world-leading creative and branding industries—serve as vital hubs for innovation at the intersection of finance and lifestyle services. Through the acquisition of REN Talents Inc., which maintains offices in New York and Paris, TRX gains strategic access to integrate insurance services into diverse consumer and lifestyle touchpoints, creating an “Insurance + Brand + Lifestyle” ecosystem that enhances engagement with C-end customers and amplifies the Company’s global brand influence. Looking ahead, TRX will continue leveraging its insurance expertise, capital strength, and innovative capabilities to deepen its presence in key international consumer markets, establishing itself as a globally influential financial and lifestyle services group.”
About TIAN RUIXIANG Holdings Ltd
TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China through its China-based variable interest entity. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other types of insurance, such as health insurance, life insurance, and other miscellaneous insurance.
About REN Talents Inc.
Founded in 2021, REN Talents Inc. is a global creative brand agency headquartered in New York with office in Paris. The company provides integrated brand strategy, creative marketing, and content production services for international clients in fashion, beauty, lifestyle, and technology sectors. With exclusive access to celebrities and KOL resources, as well as partnerships with leading fashion publications, the company has built a strong reputation for bridging Eastern and Western cultures in the creative industry.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These include statements regarding future plans, objectives, expectations and intentions, and involve known and unknown risks and uncertainties. Words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “continue,” or similar expressions identify these statements. These forward-looking statements are based on current expectations and assumptions and are not guarantees of future performance; actual results may differ materially. TIAN RUIXIANG Holdings Ltd. undertakes no obligation to update these statements for subsequent events or circumstances, except as required by law.
For investor and media enquiries, please contact:
TIAN RUIXIANG
Holdings Ltd
Investor Relations Department
Email: ir@tianrx.com