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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 June 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 ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Completion of Acquisition or Disposition of Assets.
As previously disclosed, 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"), 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 the Sellers (the “Acquisition”), 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 previously disclosed, in connection with the transactions, on December 27, 2024, and April 17, 2025, the Company entered into (i) a Financial Advisory Engagement Letter and (ii) Amendment No. 1 to the Financial Advisory Engagement Letter (collectively, the “Financial Advisory Agreements”) with a certain consultant (the “Consultant”). Pursuant to the Financial Advisory Agreements, the Company agreed to issue to the Consultant and/or its designees an aggregate of 10% of the TRX Exchange Shares issued by the Company in the transactions, as consideration for the Consultant’s financial advisory services in connection with the transactions.
On June 30, 2025, the Company closed the Acquisition for a purchase price of 101,486,575 TRX Exchange Shares, valued at $150 million. On the same day, the Company issued an aggregate of 10,148,658 Class A Ordinary Shares, representing 10% of the TRX Exchange Shares, to the Consultant and/or its designees.
The foregoing description is qualified in its entirety by reference to the full text of the Agreement and Financial Advisory Agreements, which have been filed as Exhibits 2.1, 10.1 and 10.2 to the Company’s Form 6-K dated May 30, 2025 and are incorporated in this Report by reference.
Unregistered Sales of Equity Securities.
The disclosure contained under the section titled “Completion of Acquisition or Disposition of Assets” in this Report is incorporated herein by reference.
Other Events.
On June 30, 2025, the Company issued a press release to announce the closing of the Acquisition, which is attached to this Form 6-K as Exhibit 99.1.
EXHIBIT INDEX
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: June 30, 2025 | By: |
/s/ Sheng Xu |
| Name: | Sheng Xu | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
TIAN RUIXIANG Holdings Ltd Completes Acquisition of Ucare Inc., Marking Strategic Expansion into AI-Powered Health Insurance Solutions
BEIJING, June 30, 2025 (GLOBE NEWSWIRE) -- TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company" or “TRX”), a China-based insurance broker, today announced it has completed the acquisition of 100% of issued and outstanding shares of Ucare Inc. (“Ucare”), the sole operator of China’s only cloud-based AI-driven hospital and health insurance risk management platform. The all-stock transaction, valued at US$150 million, marks a major milestone in TRX’s strategy to expand into in-hospital distribution channels and capture new growth opportunities within the health insurance sector.
As part of the closing, TRX has issued 101,486,575 Class A ordinary shares, each with a par value of US$0.025. Powered by the largest hospital database and a cloud-based generative AI platform, Ucare develops innovative healthcare solutions that help providers, payers, and institutions reduce fraud, abuse, waste, and administrative costs. Following the acquisition, Ucare will harness TRX’s robust platform, capital resources, and strategic relationships to advance R&D, embed cutting-edge generative AI into clinical pathways, and broaden its reach from healthcare providers to insurance partners.
Leveraging Ucare’s existing relationships with over 4,000 hospitals and leading AI analytics, TRX will expand business channels and build unique health insurance service offerings. Ucare’s generative AI platform will be integrated into TRX’s underwriting and claims processing health insurance workflows to reduce fraud, streamline operations, and improve pricing precision.
Ms. Sheng Xu, Director, Chairwoman and Chief Executive Officer of TRX, stated, “We are thrilled to officially welcome Ucare to the TRX family. This acquisition places us at the intersection of healthcare and insurance, unlocking data-driven insights that will transform how health insurance is designed, sold, and serviced. In the coming months, we are focused on expediting Ucare’s growth by building on the success it’s already achieved, while designing differentiated offerings that align with evolving patient needs and national healthcare priorities. Our long-term goal is to create a seamless insurance-hospital ecosystem that enhances transparency, efficiency, and accessibility for all stakeholders.”
Mr. Wei Zhu, Chief Executive Officer of Ucare, added, “Joining TRX opens an exciting new chapter for Ucare’s mission to reshape hospital and health insurance risk management in China. With TRX’s resources, we are well-positioned to accelerate our platform deployment and deepen integration with insurance services. Together, we will lead the next wave of innovation in medical cost containment and health insurance.”
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 Ucare Inc.
Ucare Inc. develops innovative healthcare solutions that enable providers, payers, and institutions to reduce fraud, abuse, waste, and administrative costs. Powered by the largest hospital database, Ucare's cloud-based generative AI platform continuously refines disease models by integrating real-world data, the latest medical guidelines, and real-time intelligence. Ucare's vision is to ease the burden on patients, expand coverage, and ultimately improve access to healthcare for everyone.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review risk factors that may affect its future results in the Company's registration statement and in its other filings with the U.S. Securities and Exchange Commission.
For investor and media enquiries, please contact:
TIAN RUIXIANG Holdings Ltd
Investor Relations Department
Email: ir@tianrx.com
Water Tower Research
Feifei Shen
Email: feifei@watertowerresearch.com