TIRX incorporates exhibits into F-3, prospectus supplement Oct 2025

Rhea-AI Filing Summary

TIAN RUIXIANG (TIRX) furnished a Form 6-K that incorporates multiple exhibits into its effective financing documents, specifically the Company’s Form F-3 (Registration No. 333-269348) and a prospectus supplement dated October 14, 2025.

The exhibits include a Form of Ordinary Warrant, legal and tax opinions from Ogier, a Form of Securities Purchase Agreement, a Financial Advisor Agreement dated October 10, 2025 with A.G.P./Alliance Global Partners, and a pricing release. These materials become part of the referenced registration documents from the furnishing date, to the extent not superseded by later filings.

Form 6-K: How Foreign Companies Report to the SEC →

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 October 2025

Commission File Number: 001-39925

TIAN RUIXIANG Holdings Ltd

Room918, Jingding Building,
Xicheng District, District, Beijing,
People’s Republic of China

(Address of principal executive office)

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

The documents attached as Exhibits 4.1, 5.1, 8.1, 10.1, 10.2, 23.1 and 99.1 to this report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and Exchange Commission on May 16, 2023 (Registration No. 333-269348) and a prospectus supplement dated October 14, 2025 thereunder, and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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
	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

Date: October 14, 2025

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Ordinary Warrant
5.1		Opinion of Ogier regarding the validity of Class A ordinary shares of the company
8.1		Opinion of Ogier regarding certain Cayman Islands tax matters (included in Ex 5.1)
10.1		Form of Securities Purchase Agreement
10.2		Financial Advisor Agreement dated October 10, 2025 between TIAN RUIXIANG Holdings Ltd and A.G.P./Alliance Global Partners
23.1		Consent of Ogier (included in Ex 5.1)
99.1		Pricing Release

FAQ

What did TIAN RUIXIANG (TIRX) file on this Form 6-K?

It furnished exhibits that are incorporated by reference into its Form F-3 and a prospectus supplement dated October 14, 2025.

Which registration statement does this 6-K relate to for TIRX?

Form F-3, Registration No. 333-269348.

What types of exhibits were included by TIRX?

A Form of Ordinary Warrant, Ogier legal and Cayman tax opinions, a Securities Purchase Agreement, a Financial Advisor Agreement with A.G.P./Alliance Global Partners, and a pricing release.

What is the date of the prospectus supplement referenced by TIRX?

October 14, 2025.

Who is named as financial advisor in the TIRX exhibits?

A.G.P./Alliance Global Partners, under a Financial Advisor Agreement dated October 10, 2025.

Do these exhibits become part of the registration documents immediately?

Yes, they become part of the referenced registration statement and prospectus supplement from the furnishing date, unless later superseded.

Does the TIRX 6-K specify transaction amounts or proceeds?

No. The excerpt lists exhibits and incorporation by reference; amounts are not stated in the provided content.