Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
February 02 2021 - 5:01AM
Edgar (US Regulatory)
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
2021
Commission File Number: 001- 333-235727
TIAN RUIXIANG Holdings Ltd
21A Jingyuan Art Center, 3 Guangqu Road,
Chaoyang District, Beijing, People’s
Republic of China
(010) 87529554
(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 ¨
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:
Yes ¨
No x
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
On January 29, 2021, TIAN RUIXIANG Holdings
Ltd (the “Company”) closed its initial public offering (“IPO”) of 3,000,000 Class A ordinary shares, par
value $0.001 per share (the “Ordinary Shares”). The Company completed the IPO pursuant to its registration statement
on Form F-1 (File No. 333-235727), originally filed with the Securities and Exchange Commission (the “SEC”) on December
27, 2019 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on
January 26, 2021. The Class A ordinary shares were priced at $4.00 per share and the offering was conducted on a firm commitment
basis. The Class A ordinary shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under
the ticker symbol “TIRX” on January 27, 2021.
In connection with the IPO, the Company
issued a press release on January 26, 2021 announcing the pricing of the IPO and a press release on January 29, 2021 announcing
the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are
incorporated by reference herein.
This report does not constitute an offer
to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of
any such state or jurisdiction.
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.
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TIAN RUIXIANG Holdings Ltd
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Date: February 1, 2021
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By:
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/s/ Zhe Wang
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Name:
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Zhe Wang
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Title:
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Chief Executive Officer
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