424B5 1 tm265054d1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-269348

Prospectus Supplement

(To Prospectus dated May 16, 2023)

TIAN RUIXIANG Holdings Ltd

7,200,000 Class A Ordinary Shares

and

Up to 72,000,000 Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) Issuable Upon the

Exercise of the Investors’ Option to Purchase Additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof)

Pursuant to this prospectus supplement and the accompanying prospectus, TIAN RUIXIANG Holdings Ltd, a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us,” and “our”) is offering to certain institutional investors (the “Investors”) (i) 7,200,000 Class A ordinary shares, par value $0.125 per share (the “Class A Ordinary Shares”) and (ii) up to 72,000,000 Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof), issuable upon the exercise by the investors in this offering of the option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) at a purchase price of $0.125 per share.

Subject to limited exceptions, an investor in this offering will not have the right to exercise its option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) if the investor (together with the investor’s affiliates, and any other persons acting as a group together with the investor or any of the investor’s affiliates) would beneficially own in excess of 9.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise of option.

The Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “TIRX.” The last reported sale price of the Class A Ordinary Shares on February 2, 2026 was US$0.0756 per Class A Ordinary Share.

We have engaged Univest Securities, LLC to act as the exclusive placement agent (“Univest” or the “Placement Agent”) to use its best efforts to solicit offers from investors to purchase the securities in this offering. The Placement Agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. The Placement Agent is not purchasing or selling any securities in this offering. See “Plan of Distribution” beginning on page S-28 of this prospectus supplement for more information regarding these arrangements. We will pay the Placement Agent a fee equal to the sum of 7.5% of the aggregate purchase price paid by investors in this offering. We have also agreed to reimburse the Placement Agent for its reasonable out-of-pocket actual expenses of up to $35,000 for all costs and expenses incurred.

We estimate the total expenses of this offering, excluding the Placement Agent fees, will be approximately $123,314. After deducting fees due to the Placement Agent and our estimated offering expenses, we expect the net proceeds to us from this offering will be approximately $9.0 million, assuming the full exercise of the option by the investors to purchase additional 72,000,000 Class A Ordinary Shares. The offering contemplated hereunder is expected to initially close on or about February 4, 2026, subject to the satisfaction of customary closing conditions. The Company and the Investors have mutually agreed to additional closings on or before the 30^th calendar day anniversary of the initial closing date, if the Investors exercise their option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) by delivery of one or more written notices.

Our Ordinary Shares consist of Class A Ordinary Shares and Class B ordinary shares, par value $0.125 per share (together with Class A Ordinary Shares, the “Ordinary Shares”). Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to 600 votes on all matters subject to vote at general meetings of our Company. Each Class B Ordinary Share can be convertible into Class A Ordinary Share at any time at the option of the holder thereof. A holder of our Class A Ordinary Shares has no right to convert such holder’s Class A Ordinary Shares into Class B Ordinary Shares under any circumstances under our memorandum and articles of association. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a shareholder to any person who is not any of Zhe Wang, Sheng Xu or Mingxiu Luan (each of whom is referred to as a “Founder”) or any entity that is ultimately controlled by any of the Founders (the “Founder Affiliate”), or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not a Founder or Founder Affiliate, such Class B Ordinary Share shall entitle such person to 600 votes on all matters subject to vote at general meetings of the Company.

On December 15, 2022, the Public Company Accounting Oversight Board (the “PCAOB”) announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB inspections team has also completed fieldwork for 2023, with the complete access required under the Holding Foreign Companies Accountable Act (the “HFCAA”). However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. Our previous auditor, RBSM LLP, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S. Our auditor, Enrome LLP, is an independent registered public accounting firm headquartered in Singapore. Enrome LLP is a firm registered with the PCAOB, and is required by the United States laws to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. If the PCAOB is unable to inspect and investigate completely registered public accounting firms located in China and we fail to retain a registered public accounting firm that the PCAOB is able to inspect and investigate completely for two consecutive years, or if we otherwise fail to meet the PCAOB’s requirements, our Class A Ordinary Shares will be delisted from the Nasdaq Stock Market, and our shares will not be permitted for trading over the counter in the United States under the HFCAA and related regulations. The prohibition of trading of our Class A Ordinary Shares and the delisting of the same, or the threat of their being prohibited or delisted, may cause the value of our Class A Ordinary Shares to significantly decline or, in extreme cases, become worthless.

The PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that affected various industries, which may severely restrict our ability to expand our business or serve our customers in China. We cannot assure you that government authorities in China will not introduce further enhanced regulation over the industries which we operate in or contemplate operating in. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless.

Investors in our Class A Ordinary Shares are not purchasing equity securities of the VIE or its subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands holding company. Tian Ruixiang Holdings Ltd is a holding company with no material operations of its own. We conduct our operations primarily through Zhejiang Tianruixiang Insurance Broker Co. Ltd (“TRX ZJ”), Tianjin Aiden Technology Co., Ltd. and Beijing Yading Information Technology Co., Ltd. and their subsidiaries in the PRC. Such structure involves unique risks to investors in the Securities we are offering pursuant to this prospectus supplement and the accompanying prospectus, including our Class A Ordinary Shares. Investors may never directly hold equity interests in the VIE or its PRC subsidiaries with substantive operations. We also cannot assure you that the Chinese regulatory authorities will not disallow such a structure. If the Chinese regulatory authorities disallow the structure, it would likely result in a material change in our operations and cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in our annual report on Form 20-F for the fiscal year ended October 31, 2024 (the “2024 Form 20-F”).

On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; and (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements; and (3) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies. We and our PRC subsidiaries, as advised our PRC legal counsel, Yuan Tai Law Offices, (1) are not required to obtain permissions from the CSRC, and (2) have not been required to obtain or denied such and other permissions by the CSRC, CAC, or any PRC government authority, under current PRC laws, regulations and rules in connection with a potential offering made pursuant to this prospectus supplement or those included in the accompanying prospectus as of the date of this prospectus supplement. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.” in the 2024 Form 20-F.

The structure of cash flows within our organization, and the applicable regulations, are as follows. After foreign investors’ funds enter Tian Ruixiang Holdings Ltd, our holding company, at the closing of this offering pursuant to this prospectus supplement and the accompanying prospectus, subject to the cash demand of our PRC and Hong Kong subsidiaries, (1) the funds can be transferred to Guangzhou Tianruixiang Management Consulting Co., Ltd and Beijing Youkai Information Technology Co., Ltd. (the “WFOEs”), our two wholly foreign-owned enterprises, as needed through TRX Hong Kong Investment Ltd (“TRX HK”) and Ucare Hongkong Limited (“Ucare HK”), our wholly owned Hong Kong subsidiaries, in the form of capital contributions or shareholder loans, as the case may be; (2) funds may be paid by the VIEs to our WFOEs as service fees pursuant to VIE agreements; (3) dividends or other distributions may be paid by our WFOEs to our Company through TRX HK and Ucare HK; and (4) our WFOEs and the VIEs lend to and borrow from each other from time to time for business operation purposes. The cross-border transfer of funds within our corporate group under our direct holding structure must be legal and compliant with relevant laws and regulations of China. In utilizing the proceeds from the offering pursuant to this prospectus supplement and the accompanying prospectus, as an offshore holding company, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to the VIE and its subsidiaries only through loans, subject to applicable government reporting, registration and approvals. See “Use of Proceeds” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Because we conduct our brokerage business through TRX ZJ, a VIE entity, if the PRC government finds that the VIE Agreements that establish the structure for operating our businesses in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties and our Class A Ordinary Shares may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our PRC operating entities that conduct all of our operations.” in the 2024 Form 20-F. During the fiscal year ended October 31, 2021, our Company transferred cash of approximately US$12.3 million, US$12.5 million, and US$7.6 million to TRX HK, the VIE, and the VIE’s subsidiary, respectively. There were no cash or other asset transfers between our Company, our subsidiaries, and the VIE for the fiscal years ended October 31, 2020, 2022, 2023 or 2024 and the six months ended April 30, 2025. We do not have any present plan to pay any cash dividends on our ordinary shares in this offering under this prospectus supplement. We have, from time to time, transferred cash between our PRC subsidiaries to fund their operations, and we do not anticipate any difficulties or limitations on our ability to transfer cash between such subsidiaries. As of the date of this prospectus supplement, no cash generated from our PRC subsidiaries has been used to fund operations of any of our non-PRC subsidiaries. We may encounter difficulties in our ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries largely due to various PRC laws and regulations imposed on foreign exchange. However, as long as we are compliant with the procedures for approvals from foreign exchange authorities and banks in China, the relevant laws and regulations in China do not impose limitations on the amount of funds that we can transfer out of China. We currently do not have any cash management policy that dictate the transfer of cash between our subsidiaries.

Investing in these securities involves risks. See the “Risk Factors” on page S-11 of this prospectus supplement, and those included in the accompanying prospectus and the documents incorporated by reference herein and therein to read about factors you should consider before investing in these securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in this prospectus supplement, and those included in the accompanying prospectus and the documents incorporated by reference. Any representation to the contrary is a criminal offense.

	Per Class A Ordinary Share		Total (Assuming Full Exercise of the Investors’ Option to Purchase Additional Class A Ordinary Shares)
Public offering price	$	0.125	$	9,900,000
Placement Agent’s fee⁽¹⁾	$	0.009375	$	742,500
Proceeds, before expenses, to us	$	0.115625	$	9,157,500

(1)

We will pay the Placement Agent a fee equal to 7.5% of the aggregate gross proceeds of the offering and reimburse certain expenses incurred by the Placement Agent in this offering. See “Plan of Distribution” on page S-28 of this prospectus supplement for more information regarding the compensation to the Placement Agent.

Our business and holding our Class A Ordinary Shares involve a high degree of risk. See “Risk Factors” beginning on page S-11 of this prospectus supplement, on page 20 of the accompanying base prospectus and the risk factors described in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus for more information.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Univest Securities, LLC

Sole Placement Agent

The date of this prospectus supplement is February 3, 2026

TABLE OF CONTENTS

Prospectus Supplement

	Page
About this Prospectus Supplement	S-ii
Prospectus Supplement Summary	S-1
The Offering	S-10
Risk Factors	S-11
Special Note Regarding Forward Looking Statements	S-14
Use of Proceeds	S-15
Dividend Policy	S-16
Capitalization	S-17
Dilution	S-18
Description of Securities We Are Offering	S-18
Taxation	S-20
Plan of Distribution	S-28
Legal Matters	S-29
Experts	S-29
Where You Can Find Additional Information	S-30
Incorporation of Documents by Reference	S-30

Prospectus

	Page
About this Prospectus	ii
Commonly Used Defined Terms	iii
Cautionary Note Regarding Forward-Looking Statements	iv
Prospectus Summary	1
Risk Factors	20
Offer Statistics and Expected Timetable	26
Capitalization and Indebtedness	26
Dilution	26
Use of Proceeds	26
Description of Share Capital	26
Description of Debt Securities	42
Description of Warrants	44
Description of Rights	46
Description of Units	46
Plan of Distribution	47
Taxation	49
Expenses	49
Material Contracts	49
Material Changes	49
Legal Matters	50
Experts	50
Incorporation of Documents by Reference	50
Where You Can Find Additional Information	51
Enforceability of Civil Liabilities	51

No dealer, salesperson, or other person is authorized to give any information or to represent anything not contained in this prospectus supplement or the accompanying prospectus. You must not rely on any unauthorized information or representations. This prospectus supplement and the accompanying prospectus are an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is current only as of their respective dates.

ABOUT THIS PROSPECTUS SUPPLEMENT

On May 16, 2023, we filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-3 (File No. 333-269348), as amended, utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registration statement was declared effective by the SEC on May 31, 2023. Under this shelf registration process, we may, from time to time, in one or more offerings, offer and sell up to $200,000,000 of our Class A Ordinary Shares, debt securities, warrants, rights and units, or any combination thereof, either individually or as units composed of one or more of the other securities, as described in the accompanying prospectus. We are selling Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) in this offering.

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated May 16, 2023 included in the registration statement on Form F-3 (No. 333-269348), including the documents incorporated by reference therein, which provides more general information, some of which may not be applicable to this offering.

This prospectus supplement provides specific details regarding the offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus provided in connection with this offering. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus or any other offering materials, or any sale of relevant securities. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on behalf of us to subscribe for and purchase, any of the securities and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

S-ii

In this prospectus supplement and the accompanying prospectus, unless otherwise indicated or unless the context otherwise requires, references to:

●

“China” or the “PRC” are to the People’s Republic of China, excluding, for purposes of this prospectus supplement only, Taiwan and the special administrative regions of Hong Kong and Macau;

●

“Class A Ordinary Shares” refers to our Class A ordinary shares, par value US$0.125 per share;

●

“Class B Ordinary Shares” refers to our Class B ordinary shares, par value US$0.125 per share;

●

“Hengbang Insurance” are to Hebei Hengbang Insurance Co. LTD, a limited liability company organized under the laws of the PRC and 99.80% of its equity interest is owned by TRX ZJ;

●

“NDB Technology” are to Need Bao (Beijing) network technology co. LTD, a wholly-owned subsidiary of TRX ZJ organized under the laws of the PRC;

	●	“shares” and “Ordinary Shares” are to, collectively, our Class A Ordinary Shares and our Class B Ordinary Shares;

	●	“TRX” are to TIAN RUIXIANG Holdings Ltd, an exempted company incorporated under the laws of the Cayman Islands;

●

“TRX BJ” are to Guangzhou Tianruixiang Management Consulting Co. Ltd., formerly known as Beijing Tianruixiang Management Consulting Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly-owned by TRX HK;

●

“TRX HK” are to the Company’s wholly owned subsidiary, TRX HONGKONG INVESTMENT LIMITED, a Hong Kong corporation;

	●	“TRX SX Branch,” “TRX SD Branch,” “TRX HN Branch,” “TRX BJ Branch,” “TRX Shanxi Branch,” “TRX CQ Branch,” “TRX AH Branch,” or “TRX HB Branch” are to TRX ZJ’s respective branch offices in the PRC;

	●	“TRX ZJ” are to Zhejiang Tianruixiang Insurance Broker Co. LTD., a limited liability company organized under the laws of the PRC, which we control via a series of contractual arrangements between TRX BJ and TRX ZJ

	●	“TYDW Technology” are to Tianyi Duowen (Beijing) Network Technology Co. LTD, a wholly-owned subsidiary of TRX ZJ organized under the laws of the PRC;

	●	“Ucare” are to Ucare Inc.;

	●	“Ucare BJ” are to Beijing Yokai Information Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly-owned by Ucare HK;

	●	“Ucare HK” are to the Ucare’s wholly owned subsidiary, Ucare Hongkong Limited, a Hong Kong corporation;

	●	“Aiden TJ” are to Tianjin Aiden Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which we control via a series of contractual arrangements between Ucare BJ and Aiden TJ;

	●	“Yading BJ” are to Beijing Yading Information Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which we control via a series of contractual arrangements between Ucare BJ and Yading BJ;

	●	“WDZG Consulting” are to Beijing Wandezhonggui Management Consulting Co., Ltd., a limited liability company organized under the laws of the PRC, the sole shareholder of TRX ZJ; and

	●	“we,” “us,” “TRX,” the “Company” or the “Group” are to TIAN RUIXIANG Holdings Ltd, an exempted company limited by shares incorporated under the laws of the Cayman Islands.

All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

This prospectus supplement contains translations between Renminbi and U.S. dollars solely for the convenience of the reader. Unless otherwise stated, the translation of Renminbi into U.S. dollars has been made at RMB7.2714 to US$1.00, the central parity rate on April 30, 2025 published by the People’s Bank of China. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all.

S-iii

PROSPECTUS SUPPLEMENT SUMMARY

This prospectus supplement summary highlights selected information included elsewhere in or incorporated by reference into this prospectus supplement and the accompanying prospectus and does not contain all the information that you should consider before making an investment decision. You should read this entire prospectus supplement and the accompanying prospectus carefully, including the “Risk Factors” sections and the financial statements and related notes and other information incorporated by reference, before making an investment decision.

Our Business Overview

We are a holding company incorporated in the Cayman Islands with no material operations of our own. We are not a Chinese operating company. Investors of our Class A Ordinary Shares will not own any equity interests in the VIE, but instead own shares of a Cayman Islands holding company. Unless otherwise stated, as used in this prospectus supplement and in the context of describing our operations and consolidated financial information, “we,” “us,” “Company,” “TRX” or “our,” refers to TIAN RUIXIANG Holdings Ltd, a Cayman Islands holding company, and “VIEs” refers to the variable interest entities, Zhejiang Tianruixiang Insurance Broker Co. LTD (“TRX ZJ”), Tianjin Aiden Technology Co., Ltd. (“Aiden TJ”) and Beijing Yading Information Technology Co., Ltd. (“Yading BJ”). Our operations are conducted in China by the VIEs and its subsidiaries. We do not have any equity ownership of the VIEs, instead, we control and receive the economic benefits of the VIEs’ business operations through contractual arrangements, or “VIE Agreements” entered into among (i) TRX BJ, TRX ZJ and TRX ZJ’s sole shareholder; (ii) Ucare BJ, Aiden TJ and Aiden TJ’s shareholders; and (iii) Ucare BJ, Yading BJ and Yading BJ’s shareholders respectively. The VIE Agreements are used to provide contractual exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in Chinese operating companies.

Under United States generally accepted accounting principles (“U.S. GAAP”), the Company is deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIE, for accounting purposes, because such contractual arrangements are designed so that the operations of the VIE are solely for the benefit of WFOE and, ultimately, the Company. As such, the Company is deemed to be the primary beneficiary of the VIEs for accounting purposes and must consolidate the VIEs. The VIE Agreements have not been tested in a court of law and may not be effective in providing control over the VIEs, and we are subject to risks due to the uncertainty of the interpretation and application of the laws and regulations of the PRC, regarding the VIE, and the VIE structure, including, but not limited to, regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the contractual arrangements with the VIE. We are also subject to the risk that the PRC government could disallow the VIE structure, which would likely result in a material change in our operations and, as a result, the value of our Class A Ordinary Shares may depreciate significantly or become worthless.

The VIE, TRX ZJ, and its subsidiaries, distribute 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 miscellaneous insurance. We act on behalf of our customers seeking insurance coverage from insurance companies and take pride in our premium customer service. Previously, our China-based operating entities provided risk management services to institutional customers based on in-depth analysis of the specific risks our clients faced and generated a small amount of revenue from such risk management services in the years ended October 31, 2022 and 2021. Beginning in November 2022, we discontinued the risk management services because of the diminished demand for this service.

As an insurance broker, TRX ZJ does not assume underwriting risks. Instead, it distributes insurance products underwritten by insurance companies operating in China to individual and institutional customers. TRX ZJ is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. Commission and fee rates generally depend on the type of insurance products, the particular insurance company and the region in which the products are sold. As of the date of our 2024 Form 20-F, TRX ZJ has relationships with over 20 insurance companies in the PRC and, therefore, is able to offer a variety of insurance products to our customers.

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.

Our Corporate History and Structure

On January 18, 2010, TRX ZJ (formerly “Anbisheng”), the VIE, was formed as a limited company pursuant to PRC law. We operate our insurance brokerage services through TRX ZJ and its subsidiaries in China using a VIE structure.

On May 30, 2016, RB Wealth, a company controlled by Mr. Zhe Wang, our chairman and CEO, acquired TRX ZJ.

On September 14, 2016, WDZG Consulting was formed as a limited company pursuant to PRC law.

On April 20, 2017, through a reorganization, RB Wealth transferred 100% of TRX ZJ to WDZG Consulting.

TRX ZJ established three wholly-owned subsidiaries, NDB Technology on December 1, 2016, TYDW Technology on December 12, 2016, and HH Consulting on November 22, 2017; subsequently, TRX ZJ divested and dissolved HH Consulting on July 10, 2020.

S-1

On March 16, 2017, TRX ZJ completed the acquisition of 100% of the equity interest of Hengbang Insurance, an insurance assessment services provider, for RMB 1,600,000 (approximately $232,000). Hengbang Insurance provided various insurance assessment services to its clients in China prior to the acquisition, but has had no operations after the acquisition.

On November 7, 2017, TRX ZJ sold a 0.2% equity interest in Hengbang Insurance, for RMB 3,200 (approximately $500) to two unrelated third-party individuals.

On March 5, 2019, we established a holding company, TRX, under the laws of the Cayman Islands. TRX owns 100% of TRX HK, a Hong Kong company formed on March 20, 2019.

On April 30, 2019, WFOE, or TRX BJ, was formed as a wholly foreign owned enterprise pursuant to PRC law. TRX HK holds 100% of the equity interests in WFOE.

On January 27, 2021, our Class A Ordinary Shares commenced trading on the Nasdaq Capital Market under the symbol “TIRX.”

On January 29, 2021, the Company completed its initial public offering of 3,000,000 Class A Ordinary Shares at $4.00 per share on a firm commitment basis (or 120,000 Class A Ordinary Shares at an initial public offering price of $100.00 per Class A Ordinary Share, reflecting the two 1-for-5 share consolidations that took effect on November 16, 2022 and May 14, 2024). On February 4, 2021, the Company closed the sale of 75,000 Class A Ordinary Shares at $4.00 per share (or 3,000 Class A Ordinary Shares at $100.00 per share, reflecting the two 1-for-5 share consolidations that took effect on November 16, 2022 and May 14, 2024) under the underwriter’s over-allotment option.

As of the date of our 2024 Form 20-F, TRX ZJ had established, in addition to its Hangzhou headquarters, seven branch offices in China.

On June 30, 2025, the Company completed an acquisition of the 100% issued and outstanding share capital of Ucare Inc. through a share exchange transaction. Ucare Inc. develops innovative healthcare solutions that enable providers, payers, and institutions to reduce fraud, abuse, waste, and administrative costs.

Pursuant to PRC law, each entity formed under PRC law must have a business scope as submitted to the Administration of Industry and Commerce or its local counterpart. Depending on the particular business scopes, approval by the relevant competent regulatory agencies may be required prior to commencement of business operations. TRX BJ’s business scope is to primarily engage in brokerage and trade consulting; software development; basic software services; application software services; computer system services; data processing, etc. Since the sole business of TRX BJ is to provide TRX ZJ with technical support, consulting services and other management services relating to its day-to-day business operations and management in exchange for a service fee approximately equal to TRX ZJ’s net income after the deduction of the required PRC statutory reserve, such business scope is appropriate under PRC law. TRX ZJ, on the other hand, is also able to, pursuant to its business scope, provide insurance brokerage services. TRX ZJ is approved by the CIRC to engage in insurance brokerage services. Ucare BJ’s business scope is technology consulting and corporate management and consulting, etc. Since the business of Ucare BJ is to provide Aiden TJ and Yading BJ with business support, technology service and consulting in exchange for a service fee approximately equal to the net income of Aiden TJ and Yading BJ, such business scope is appropriate under PRC Law.

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The following diagram illustrates our current corporate structure, which includes our significant subsidiaries as of the date of this prospectus supplement.

VIE Agreements Between TRX BJ and TRX ZJ

Neither we nor our subsidiaries own any equity interest in TRX ZJ. Instead, we control and receive the economic benefits of TRX ZJ’s business operation through a series of contractual arrangements. TRX BJ, TRX ZJ, and TRX ZJ’s sole shareholder, WDZG Consulting (the “TRX ZJ Shareholder”), entered into a series of contractual arrangements, also known as the VIE Agreements, on May 20, 2019. The VIE Agreements are designed to provide TRX BJ with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of TRX ZJ, including absolute control rights and the rights to the assets, property and revenue of TRX ZJ.

The sole direct shareholder of TRX ZJ is WDZG Consulting, which is controlled by Beijing One Yuan Benju Management Consulting Co., Ltd. (“One Yuan”). Baohai Xu, who is the father of our CEO, Sheng Xu, owns 99% equity shares of One Yuan. The following diagram illustrates the shareholding structure of TRX ZJ.

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According to the Exclusive Business Cooperation and Service Agreement, TRX ZJ is obligated to pay service fees to TRX BJ in an amount approximately equal to the net income of TRX ZJ after deduction of the required PRC statutory reserve.

Each of the VIE Agreements is described in detail below:

Exclusive Business Cooperation and Service Agreement

Pursuant to the Exclusive Business Cooperation and Service Agreement between TRX ZJ, TRX BJ and the TRX ZJ Shareholder, WFOE provides TRX ZJ with technical support, consulting services, intellectual services and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, TRX ZJ granted an irrevocable and exclusive option to WFOE to purchase from TRX ZJ, any or all of its assets at the lowest purchase price permitted under PRC laws. Should WFOE exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to TRX ZJ by WFOE under this agreement, WFOE is entitled to collect a service fee calculated based on the time of services rendered multiplied by the corresponding rate, the plus amount of the services fees or ratio decided by the board of directors of WFOE based on the value of services rendered by WFOE and the actual income of TRX ZJ from time to time, which is approximately equal to the net income of TRX ZJ after deduction of the required PRC statutory reserve.

The Exclusive Business Cooperation and Service Agreement shall remain in effect for twenty years, and can only be terminated earlier if one of the parties defaults or enters into liquidation process (either voluntary or compulsory), or is prohibited to conduct business by the governmental authority liquidated. WFOE is entitled to renew the agreement by providing a written notice to TRX ZJ.

WFOE has absolute authority relating to the management of TRX ZJ, including but not limited to decisions with regard to expenses, salary raises and bonuses, hiring, firing and other operational functions. The Company’s audit committee is required to review and approve in advance any related party transactions, including transactions involving WFOE or TRX ZJ.

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Equity Interest Pledge Agreement

Under the Equity Interest Pledge Agreement between WFOE, TRX ZJ and the TRX ZJ Shareholder, the TRX ZJ Shareholder pledged all of its equity interests in TRX ZJ to WFOE to guarantee the performance of TRX ZJ’s obligations under the Exclusive Business Cooperation and Service Agreement. Under the terms of the Equity Pledge Agreement, in the event that TRX ZJ or the TRX ZJ Shareholder breach their respective contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. The TRX ZJ Shareholder also agreed that upon occurrence of any event of default, as set forth in the Equity Pledge Agreement, WFOE is entitled to dispose of the pledged equity interest in accordance with applicable PRC laws. The TRX ZJ Shareholder further agreed not to dispose of the pledged equity interests or take any actions that would prejudice WFOE’s interest.

The Equity Interest Pledge Agreement is effective until all payments due under the Exclusive Business Cooperation and Service Agreement have been paid by TRX ZJ. WFOE shall cancel or terminate the Equity Interest Pledge Agreement upon TRX ZJ’s full payment of the fees payable under the Exclusive Business Cooperation and Service Agreement.

The purposes of the Equity Interest Pledge Agreement are to (1) guarantee the performance of TRX ZJ’s obligations under the Exclusive Business Cooperation and Service Agreement, (2) make sure the TRX ZJ Shareholder does not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice WFOE’s interests without WFOE’s prior written consent, and (3) provide WFOE control over TRX ZJ. In the event TRX ZJ breaches its contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE will be entitled to foreclose on the TRX ZJ Shareholder’ equity interests in TRX ZJ and may (1) exercise its option to purchase or designate third parties to purchase part or all of their equity interests in TRX ZJ and WFOE may terminate the VIE Agreements after acquisition of all equity interests in TRX ZJ or form a new VIE structure with the third parties designated by WFOE; or (2) dispose of the pledged equity interests and be paid in priority out of proceed from the disposal in which case the VIE structure will be terminated.

Share Disposal and Exclusive Option to Purchase Agreement

Under the Share Disposal and Exclusive Option to Purchase Agreement, the TRX ZJ Shareholder irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of its equity interests in TRX ZJ. The option price is equal to the capital paid in by the TRX ZJ Shareholder subject to any appraisal or restrictions required by applicable PRC laws and regulations. As of the date of our 2024 Form 20-F, if WFOE exercised such option, the total option price that would be paid to all of the TRX ZJ Shareholder would be RMB 1, or the lowest amount allowed by law. The option purchase price shall increase in case the TRX ZJ Shareholder makes additional capital contributions to TRX ZJ, including when the registered capital was increased upon TRX ZJ receiving the proceeds from public offerings.

Under the Share Disposal and Exclusive Option to Purchase Agreement, WFOE may at any time under any circumstances, purchase, or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the TRX ZJ Shareholder’ equity interests in TRX ZJ. The Share Disposal and Exclusive Option to Purchase Agreement, together with the Equity Pledge Agreement, Exclusive Business Cooperation and Service Agreement, and the Proxy Agreement, enable WFOE to exercise effective control over TRX ZJ.

The Share Disposal and Exclusive Option to Purchase Agreement remains effective for a term of 20 years, can only be terminated if one party defaults, and may be renewed at WFOE’s election.

Proxy Agreement

Under the Proxy Agreement, the TRX ZJ Shareholder authorized WFOE to act on its behalf as its exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under PRC laws and the articles of association of TRX ZJ, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of TRX ZJ.

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The term of the Proxy Agreement is the same as the term of the Share Disposal and Exclusive Option to Purchase Agreement. The Proxy Agreement is irrevocable and continuously valid from the date of execution of the Proxy Agreement, so long as the TRX ZJ Shareholder is the shareholder of Company.

VIE Agreements Between Ucare BJ and Aiden TJ

Neither we nor our subsidiaries own any equity interest in Aiden TJ. Instead, we control and receive the economic benefits of Aiden TJ’s business operation through a series of contractual arrangements. Ucare BJ, Aiden TJ, and Aiden TJ’s shareholders entered into a series of contractual arrangements, also known as the VIE Agreements, on July 28, 2021 and June 21, 2022. The VIE Agreements are designed to provide Ucare BJ with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Aiden TJ, including absolute control rights and the rights to the assets, property and revenue of Aiden TJ. According to the Exclusive Business Cooperation Agreement, Aiden TJ is obligated to pay service fees to Ucare BJ in an amount approximately equal to the net income of Aiden TJ.

Exclusive Business Cooperation Agreement

Pursuant to the Exclusive Business Cooperation Agreement between Aiden TJ and Ucare BJ, Ucare BJ provides Aiden TJ with business support, technology services and consulting services on an exclusive basis. For services rendered to Aiden TJ by Ucare BJ under this agreement, Ucare BJ is entitled to collect a service fee which is approximately equal to the net income of Aiden TJ on a monthly basis. The Exclusive Business Cooperation Agreement shall remain in effect for ten years, and can only be terminated earlier by Ucare BJ.

Equity Interest Pledge Agreement

Under the Equity Interest Pledge Agreement between Ucare BJ, Aiden TJ and the Aiden TJ’s shareholders, the Aiden TJ’s shareholders pledged all of its equity interests in Aiden TJ to Ucare BJ to guarantee the performance of Aiden TJ’s obligations under the Exclusive Business Cooperation Agreement. The Aiden TJ’s shareholders further agreed not to dispose of the pledged equity interests or take any actions that would prejudice Ucare BJ’s interest. The Equity Interest Pledge Agreement is effective until all payments due under the Exclusive Business Cooperation Agreement have been paid by Aiden TJ.

The purposes of the Equity Interest Pledge Agreement are to (1) guarantee the performance of Aiden TJ’s obligations under the Exclusive Business Cooperation Agreement, (2) make sure the Aiden TJ’s shareholders do not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice Ucare BJ’s interests without Ucare BJ’s prior written consent.

Exclusive Option Agreement

Under the Exclusive Option Agreement, the Aiden TJ’s shareholders irrevocably granted Ucare BJ (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of its equity interests in Aiden TJ. The option price is RMB1 or the lowest price permitted by then applicable PRC laws and regulations.

Under the Exclusive Option Agreement, Ucare BJ may at any time under any circumstances, purchase, or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the Aiden TJ’s shareholders’ equity interests in Aiden TJ. The Exclusive Option Agreement remains effective for a term of 10 years and may be renewed at Ucare BJ’s election.

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Proxy Agreement

Under the Proxy Agreement, the Aiden TJ’s shareholders authorized Ucare BJ to act on its behalf as its exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under PRC laws and the articles of association of Aiden TJ, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of Aiden TJ. The Proxy Agreement is irrevocable and continuously valid from the date of execution of the Proxy Agreement.

The Proxy Agreement, together with the Equity Pledge Agreement, Exclusive Business Cooperation Agreement, and the Exclusive Option Agreement, enable Ucare BJ to exercise effective control over Aiden TJ.

VIE Agreements Between Ucare BJ and Yading BJ

Neither we nor our subsidiaries own any equity interest in Yading BJ. Instead, we control and receive the economic benefits of Yading BJ’s business operation through a series of contractual arrangements. Ucare BJ, Yading BJ, and Yading BJ’s shareholders entered into a series of contractual arrangements, also known as the VIE Agreements, on July 28, 2021 and June 21, 2022. The VIE Agreements are designed to provide Ucare BJ with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Yading BJ, including absolute control rights and the rights to the assets, property and revenue of Yading BJ. According to the Exclusive Business Cooperation Agreement, Yading BJ is obligated to pay service fees to Ucare BJ in an amount approximately equal to the net income of Yading BJ.

Exclusive Business Cooperation Agreement

Pursuant to the Exclusive Business Cooperation Agreement between Yading BJ and Ucare BJ, Ucare BJ provides Yading BJ with business support, technology services and consulting services on an exclusive basis. For services rendered to Yading BJ by Ucare BJ under this agreement, Ucare BJ is entitled to collect a service fee which is approximately equal to the net income of Yading BJ on a monthly basis. The Exclusive Business Cooperation Agreement shall remain in effect for ten years, and can only be terminated earlier by Ucare BJ.

Equity Interest Pledge Agreement

Under the Equity Interest Pledge Agreement between Ucare BJ, Yading BJ and the Yading BJ’s shareholders, the Yading BJ’s shareholders pledged all of its equity interests in Yading BJ to Ucare BJ to guarantee the performance of Yading BJ’s obligations under the Exclusive Business Cooperation Agreement. The Yading BJ’s shareholders further agreed not to dispose of the pledged equity interests or take any actions that would prejudice Ucare BJ’s interest. The Equity Interest Pledge Agreement is effective until all payments due under the Exclusive Business Cooperation Agreement have been paid by Yading BJ.

The purposes of the Equity Interest Pledge Agreement are to (1) guarantee the performance of Yading BJ’s obligations under the Exclusive Business Cooperation Agreement, (2) make sure the Yading BJ’s shareholders do not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice Ucare BJ’s interests without Ucare BJ’s prior written consent.

Exclusive Option Agreement

Under the Exclusive Option Agreement, the Yading BJ’s shareholders irrevocably granted Ucare BJ (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of its equity interests in Yading BJ. The option price is RMB1 or the lowest price permitted by then applicable PRC laws and regulations.

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Under the Exclusive Option Agreement, Ucare BJ may at any time under any circumstances, purchase, or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the Yading BJ’s shareholders’ equity interests in Yading BJ. The Exclusive Option Agreement remains effective for a term of 10 years and may be renewed at Ucare BJ’s election.

Proxy Agreement

Under the Proxy Agreement, the Yading BJ’s shareholders authorized Ucare BJ to act on its behalf as its exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under PRC laws and the articles of association of Yading BJ, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of Yading BJ. The Proxy Agreement is irrevocable and continuously valid from the date of execution of the Proxy Agreement.

Recent Developments

Corporate Acquisitions and Share Issuances

In November 2025, we completed two strategic acquisitions to expand our business operations.

On or about November 5, 2025, we acquired Ren Talents through a share exchange pursuant to which we issued an aggregate of 3,211,010 Class A ordinary shares to Ge Zhao, subject to escrow and release based on performance conditions.

Additionally, on or about November 5, 2025, we acquired 80% of Beyond Coastline and issued an aggregate of 7,200,000 Class A ordinary shares to Beyond Coastline Holdings Corp., subject to escrow and release based on performance conditions.

In addition, we issued 1,041,101 Class A ordinary shares to GOLDEN BRIDGE CAPTIAL LIMTED as consideration for advisory services pursuant to an advisory agreement.

Equity Incentive Plan

We filed a Form S-8 registration statement to register 6,000,000 Class A ordinary shares under our 2025 share incentive plan, and we have issued 6,000,000 Class A ordinary shares pursuant to the plan and Form S-8.

Board of Directors Changes

On January 28, 2026, our board of directors approved certain director changes, including the resignation of Ning Xue effective January 19, 2026, the appointment of Peng Wang as a director, and the renewal of the terms of certain other directors.

Nasdaq Listing Compliance

On January 20, 2026, we received a notice from the Nasdaq Stock Market LLC stating that we are not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notice further stated that we are not eligible for the standard 180-day compliance period because we effected a reverse stock split over the preceding one-year period. Nasdaq staff determined to delist our securities from Nasdaq. We requested a hearing before a Nasdaq Hearings Panel, which request stayed the delisting action, and the hearing is scheduled for February 17, 2026. There can be no assurance that we will regain or maintain compliance with Nasdaq’s minimum bid price requirement or that our appeal before the Hearings Panel will be successful.

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Our Risks and Challenges

Investing in our securities entails a significant level of risk. Before investing in our securities, you should carefully consider the risks and uncertainties summarized below, the risks described under the “Risk Factors,” in addition to all of the other information in this prospectus supplement and the accompanying prospectus and documents that are incorporated in this prospectus supplement and the accompanying prospectus by reference, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, if applicable, in any accompanying prospectus supplement or documents incorporated by reference.

The PRC government has significant influence over China-based operations of any company by allocating resources, providing preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. The PRC government may also amend or enforce existing rules and regulation or adopt new ones with little advance notice, which could materially increase our compliance cost, change the relevant industry landscape, or cause significant changes to our business operations. See “Item 3. Key Information—D. Risk Factors—Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may occur quickly with little advance notice, could limit the legal protection available to you and us.” in the 2024 Form 20-F. Furthermore, the PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations at any time as the government deems appropriate to further regulatory, political and societal goals. Any such action could materially and adversely affect our business, financial condition and results of operations, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The Chinese government exerts substantial influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Ordinary Shares to significantly decline or be worthless.” in the 2024 Form 20-F.

Investors in our securities are not purchasing equity securities of the VIE or its subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands holding company. Tian Ruixiang Holdings Ltd is a holding company with no material operations of its own. We conduct our operations primarily through the VIE and its subsidiaries. We do not have any equity ownership of the VIE, instead, we control and receive the economic benefits of the VIE’s business operations through the VIE Agreements entered into among WFOE, TRX ZJ and TRX ZJ’s sole shareholder. The VIE Agreements are used to provide contractual exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in Chinese operating companies. Such structure involves unique risks to investors in our securities. Investors may never directly hold equity interests in the VIE or its subsidiaries with substantive operations. We also cannot assure you that the Chinese regulatory authorities will not disallow such a structure. If the Chinese regulatory authorities disallow the structure, it would likely result in a material change in our operations and cause the value of our Class A Ordinary Shares to significantly decline or become worthless. For details, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure” in the 2024 Form 20-F.

The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect our business, results of operations and financial condition.

See “Risk Factors” on page S-11 of this prospectus supplement for a discussion of risks related to our ordinary shares and this offering. In addition, you should carefully consider the matters discussed under “Item 3. Key Information—D. Risk Factors” in our 2024 Form 20-F as well as other documents incorporated by reference into the accompanying prospectus.

Corporate Information

Our principal executive office is located at 2107, Block B, Shoudong International, Dongcheng District, Beijing, The People’s Republic of China, and our phone number is +86- (010) 87529554 and our fax number is (010) 83050570. Our registered office in the Cayman Islands is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our legal name is TIAN RUIXIANG Holdings Ltd, and we operate our business under the commercial name “TRX Insurance Brokers,” which is included in our logo.

Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our website address is http://www.tianrx.com. The information contained on our website is not part of this prospectus supplement or the accompanying prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168.

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THE OFFERING

Issuer		TIAN RUIXIANG Holdings Ltd

Class A Ordinary Shares offered by us pursuant to this prospectus supplement		7,200,000 Class A Ordinary Shares and up to 72,000,000 Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) issuable upon the exercise of the investors’ option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof).

Offering price		The purchase price of each Class A Ordinary Share Shares (or Pre-Funded Warrants in lieu thereof) offered hereby is $0.125 per share.

Total Class A Ordinary shares outstanding before this offering		74,255,573 Class A Ordinary Shares.

Total Class A Ordinary shares outstanding immediately after this offering		81,455,573 Class A Ordinary Shares, assuming no exercise by investors of the option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof), or 153,455,573 Class A Ordinary Shares, assuming full exercise by investors of the option to purchase additional 72,000,000 Class A Ordinary Shares.

Listing		The Class A Ordinary Shares are listed on the NASDAQ Capital Market under the symbol “TIRX.”

Use of proceeds		We intend to use our net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds” for more information.

Transfer agent		Transhare Corporation, with offices located at Bayside Center 1, 1755 US Highway 19N, Suite 10, Clearwater, Florida, 33764.

Risk factors		Investing in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risk factors described in the section titled “Risk Factors” beginning on page S-11 of this prospectus supplement as well as the risks identified in documents that are incorporated by reference in this prospectus supplement and the accompanying prospectus.

Payment and settlement		The Class A Ordinary Shares are expected to be delivered through the book-entry transfer facilities of The Depository Trust Company in New York, New York, and the Pre-Funded Warrants, if purchased, will be delivered against payment therefor at additional closings, subject to customary closing conditions.

The number of ordinary shares that will be outstanding immediately after this offering is based upon:

●

74,255,573 Class A Ordinary Shares and 210,000 Class B Ordinary Shares issued and outstanding as of the date of this prospectus supplement, and

●

7,200,000 Class A Ordinary Shares to be issued in this offering, assuming no exercise by investors of the option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof);

but excludes the Class A Ordinary Shares underlying our other existing convertible securities or the anti-dilution mechanism attached to our other existing securities.

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RISK FACTORS

An investment in our securities involves significant risks. You should carefully consider all the information in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, including the risk factors described in the 2024 Form 20-F, and the risks and uncertainties described below, before making an investment in our securities. Any of the following risks could materially and adversely affect our business, financial condition and results of operations. In any such case, the market price of the ordinary shares could decline, and you may lose all or part of your investment.

Risks Related to This Offering

Our Class A Ordinary Shares may be delisted from the Nasdaq Capital Market if we are not successful in our appeal of Nasdaq’s delisting determination. Delisting could adversely affect the liquidity of our Class A Ordinary Shares and the market price of our Class A Ordinary Shares could decrease.

Our Class A Ordinary Shares are currently listed on The Nasdaq Capital Market. Nasdaq has minimum requirements that a company must meet in order to remain listed on Nasdaq, including corporate governance standards and a requirement that we maintain a minimum closing bid price of $1.00 per share, among other requirements.

On January 20, 2026, we received a notice from The Nasdaq Stock Market LLC stating that we are not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notice further stated that we are not eligible for the standard 180-day compliance period because we effected a reverse stock split over the preceding one-year period. Nasdaq staff determined to delist our securities from Nasdaq. We requested a hearing before a Nasdaq Hearings Panel, which request stayed the delisting action, and the hearing is scheduled for February 17, 2026. There can be no assurance that our appeal before the Hearings Panel will be successful or that we will regain or maintain compliance with Nasdaq's minimum bid price requirement.

This offering could cause the bid price of our Class A Ordinary Shares to decline further below $1.00 per share. The purchase price per Class A Ordinary Share in this offering is $0.125, which is substantially below the $1.00 minimum bid price requirement. Additionally, under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stock Rule"), if our Class A Ordinary Shares have a closing bid price of $0.10 or less for ten consecutive trading days during any bid price compliance period, Nasdaq must issue a delisting determination with respect to our Class A Ordinary Shares. The offering of our Class A Ordinary Shares at this price, and the potential sale of shares by investors following this offering, could put further downward pressure on our share price and adversely impact our ability to regain compliance with Nasdaq’s listing requirements.

If we are unable to successfully appeal the delisting determination or otherwise regain compliance with Nasdaq's continued listing requirements, and we are unable to qualify under an alternative standard (such as the market value of listed securities or net income standard), our Class A Ordinary Shares will be delisted from The Nasdaq Capital Market. A delisting would likely have a material adverse effect on the liquidity and market price of our Class A Ordinary Shares and could impair our ability to access capital through public markets. It could also result in reputational harm, reduced analyst coverage, and diminished interest from institutional investors.

Delisting from Nasdaq could materially reduce the liquidity of our Class A Ordinary Shares, impair our ability to raise capital in the public markets, and negatively impact our reputation and investor confidence. In the event of a delisting, trading of our Class A Ordinary Shares may be conducted in the over-the-counter market, which could adversely affect the market price and increase the volatility of our shares. In addition, if delisted, we would no longer be subject to Nasdaq rules, including rules requiring us to have a certain number of independent directors and to meet other corporate governance standards. Our failure to be listed on Nasdaq or another established securities market would have a material adverse effect on the value of your investment in us.

If our Class A Ordinary Shares are not listed on Nasdaq or another national exchange, the trading price of our Class A Ordinary Shares is below $5.00 per share and we have net tangible assets of $6,000,000 or less, the open-market trading of our Class A Ordinary Shares will be subject to the “penny stock” rules promulgated under the Exchange Act, as amended. If our shares become subject to the “penny stock” rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

The sale or issuance of the Class A Ordinary Shares may cause dilution and the sale of the Class A Ordinary Shares, or the perception that such sales may occur, could cause the price of the Class A Ordinary Shares to fall.

The sale or issuance of the Class A Ordinary Shares may cause dilution and the sale of the Class A Ordinary Shares acquired, or the perception that such sales may occur, could cause the price of the Class A Ordinary Shares to fall. Additionally, the issuance of the Class A Ordinary Shares at the current offering price may result in our obligation to issue additional securities to certain existing shareholders as a result of the anti-dilution mechanism provided in the investment agreements, which may cause additional dilution and the sale or the perception of any such sales may adversely affect the price of the Class A Ordinary Shares.

A substantial number of Class A Ordinary Shares may be sold in the market following this offering, which may depress the market price for the Class A Ordinary Shares.

Sales of a substantial number of the Class A Ordinary Shares in the public market following this offering could cause the market price of the Class A Ordinary Shares to decline. A substantial majority of the outstanding Class A Ordinary Shares are, and all of the Class A Ordinary Shares sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities Act, unless these shares are owned or purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act.

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Since our management will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

Our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to influence how the proceeds are being used. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results, and cash flow.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may at any time, including during the pendency of this offering, offer additional Class A Ordinary Shares or other securities convertible into or exchangeable for the Class A Ordinary Shares at prices that may not be the same as the price per Class A ordinary share in this offering. We may sell the Class A Ordinary Shares or other securities in any other offering at a price per Class A ordinary share that is less than the price per Class A ordinary share paid by investors in this offering, and investors purchasing the Class A Ordinary Shares or other securities in the future could have rights superior to existing shareholders. The price per Class A ordinary share at which we sell additional Class A Ordinary Shares, or securities convertible or exchangeable into Class A Ordinary Shares, in future transactions may be higher or lower than the price per Class A ordinary share paid by investors in this offering.

The market price of our Class A Ordinary Shares is volatile, and you could lose all or part of your investment.

There are many internal and external factors that may cause the market price and demand for our Class A Ordinary Shares to fluctuate substantially, which may limit or prevent our shareholders from readily selling their Class A Ordinary Shares and may otherwise negatively affect the liquidity of our Class A Ordinary Shares. For example, a judicial freeze on the equity shares of TRX ZJ, our VIE, due to debts owed by its sole shareholder could result in the termination of our contractual arrangements and loss of control over our China operations, potentially rendering our securities substantially devalued or worthless, contributing to significant price volatility. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If holders of our Class A Ordinary Shares brought a lawsuit against us, we could incur substantial costs defending the lawsuit regardless of the merits of the case or the eventual outcome. Such a lawsuit also would divert the time and attention of our management from running our Company.

Class A Ordinary Shares representing a substantial percentage of our outstanding shares may be sold in this offering, which could cause the price of our Class A ordinary shares to decline.

In this offering, we are selling 7,200,000 Class A Ordinary Shares and may issue up to 72,000,000 Class A Ordinary Shares, should the investors elect to exercise the option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) in full. This sale and any future sales of a substantial number of Class A Ordinary Shares in the public market, or the perception that such sales may occur, could materially adversely affect the price of our Class A Ordinary Shares. We cannot predict the effect, if any, that market sales of those Class A Ordinary Shares or the availability of those Class A Ordinary Shares for sale will have on the market price of our Class A Ordinary Shares.

To the extent that the investors exercise the option to purchase Pre-Funded Warrants, we do not intend to apply for any listing of such Pre-Funded Warrants on any exchange or nationally recognized trading system, and we do not expect a market to develop for the Pre-Funded Warrants.

To the extent that the investors exercise the option to purchase Pre-Funded Warrants, we do not intend to apply for any listing of such Pre-Funded Warrants on Nasdaq or any other securities exchange or nationally recognized trading system, and we do not expect a market to develop for the Pre-Funded Warrants. Without an active market, the liquidity of the Pre-Funded Warrants will be limited. Further, any existence of the Pre-Funded Warrants may act to reduce both the trading volume and the trading price of our Class A Ordinary Shares.

To the extent that the investors exercise the option to purchase Pre-Funded Warrants, such Pre-Funded Warrants are speculative in nature.

To the extent that the investors exercise the option to purchase Pre-Funded Warrants, except as otherwise provided in such Pre-Funded Warrants, until holders of the Pre-Funded Warrants acquire our Class A Ordinary Shares upon exercise of the Pre-Funded Warrants, holders of Pre-Funded Warrants will have no rights with respect to our Class A Ordinary Shares underlying such Pre-Funded Warrants. Upon exercise of the Pre-Funded Warrants, the holders will be entitled to exercise the rights of a shareholder only as to matters for which the record date occurs after the exercise date.

Investors who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal and state securities law, the Investors that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including, but not limited to: (i) timely delivery of shares; and (ii) indemnification for breach of contract, among other matters.

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To the extent that the investors exercise the option to purchase Pre-Funded Warrants, except as otherwise provided in such Pre-Funded Warrants, holders of the Pre-Funded Warrants will have no rights as our shareholders.

To the extent that the investors exercise the option to purchase Pre-Funded Warrants, such Pre-Funded Warrants do not confer any rights as shareholders of the Company on their holders, such as voting rights, but rather merely represent the right to acquire our Class A Ordinary Shares at a fixed price, and in the case of the Pre-Funded Warrants, for a limited period of time. Specifically, a holder of a Pre-Funded Warrant may exercise the right to acquire one Class A Ordinary Share at an exercise price equal to US$0.125 per share at any time after the original issuance date. Upon exercise of the Pre-Funded Warrants, their holders will be entitled to exercise the rights of a holder of the Class A Ordinary Shares only as to matters for which the record date occurs after the exercise date.

We may be a passive foreign investment company for United States federal income tax purposes, which could result in adverse United States federal income tax consequences to United States investors.

Under the U.S. Internal Revenue Code of 1986, as amended, or the Code, we will be a PFIC for any taxable year in which, after the application of certain look-through rules with respect to subsidiaries, either (i) 75% or more of our gross income consists of “passive income” or (ii) 50% or more of the average quarterly value of our assets consists of assets that produce, or are held for the production of, “passive income.” Passive income generally includes, among other things, dividends, interest, certain non-active rents and royalties, and capital gains. Based on the market price of our Class A Ordinary Shares and the nature and composition of our assets (in particular the retention of a substantial amount of cash and investments), we believe we were not a PFIC for the taxable year ended October 31, 2025, and we will likely not be a PFIC for our current taxable year ending October 31, 2026 unless the market price of our Class A Ordinary Shares significantly increases and/or we invest a substantial amount of cash and other passive assets we hold in assets that produce or are held for the production of non-passive income. However, whether we or any of our subsidiaries is a PFIC is a factual determination that must be made annually after the close of each taxable year, and will depend upon material facts (including the composition of our income and assets and the market value of our Class A Ordinary Shares from time to time) that may not be within our control. Because there are uncertainties in the application of the relevant rules, there can be no assurance regarding our PFIC status for any past taxable year, the current taxable year or any future taxable year, and our U.S. tax counsel expresses no opinion in this regard.

If we are a PFIC for any taxable year during which a U.S. Holder (as defined below in “U.S. Federal Income Taxation”) holds our Class A Ordinary Shares or Warrants, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds our Class A Ordinary Shares or Warrants even if we ceased to meet the threshold requirements for PFIC status, unless certain exceptions apply. Such a U.S. Holder may be subject to adverse U.S. federal income tax consequences, including (i) the treatment of all or a portion of any gain on disposition as ordinary income, (ii) the application of a deferred interest charge on such gain and the receipt of certain dividends and (iii) compliance with certain reporting requirements.

For further discussion, see “U.S. Federal Income Taxation” below.

We have not determined a specific use for a portion of the net proceeds from this offering, and we may use these proceeds in ways with which you may not agree.

We have not determined a specific use for a portion of the net proceeds of this offering, and our management will have considerable discretion in deciding how to apply these proceeds. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. We cannot assure you that the net proceeds will be used in a manner that will improve our results of operations or increase the price of our Class A Ordinary Shares, nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus, and the information incorporated by reference herein and therein may contain forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Sections of this prospectus supplement and the accompanying prospectus (including statements incorporated by reference herein and therein) entitled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” among others, discuss factors which could adversely impact our business and financial performance.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

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our goals and strategies;

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our business and operating strategies and plans for the development of existing and new businesses, and our ability to implement such strategies and plans and the expected timeline;

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our future business development, results of operations and financial condition;

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expected changes in our revenue, costs or expenditures;

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our dividend policy;

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our expectations regarding demand for and market acceptance of our products and services;

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our projected markets and growth in markets;

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our potential need for additional capital and the availability of such capital;

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competition in our industry;

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relevant government policies and regulations relating to our industry;

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general economic and business conditions in China and globally;

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our use of the proceeds from the offering under this prospectus supplement; and

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assumptions underlying or related to any of the foregoing.

The forward-looking statements made in prospectus supplement, the accompanying prospectus, or the information incorporated by reference herein relate only to events or information as of the date on which the statements are made in such document. Except as required by U.S. federal securities law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and any prospectus supplement, and the information incorporated by reference herein, along with any exhibits thereto, completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this prospectus supplement, the accompanying prospectus, or the information incorporated by reference herein include additional factors which could adversely impact our business and financial performance. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein also contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Failure of the market to grow at the projected rate may have a material adverse effect on our business and the market price of the Class A Ordinary Shares. In addition, projections or estimates about our business and financial prospects involve significant risks and uncertainties. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of the securities offered by this prospectus supplement, after deducting the Placement Agent fees and other estimated expenses of this offering payable by us, will be approximately $0.7 million, assuming no exercise by investors of the option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof), or approximately $9.0 million, assuming full exercise by investors of the option to purchase additional 72,000,000 Class A Ordinary Shares.

We intend to use the net proceeds from this offering, including the proceeds to be received by us upon exercise by investors of the option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof), for working capital and general corporate purposes. The amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by our operations, and the rate of growth, if any, of our business. Depending on future events and others changes in the business climate, we may determine at a later time to use the net proceeds for different purposes.

However, our management will have significant flexibility and discretion in applying the net proceeds of this offering. Unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus supplement.

To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we plan to invest the net proceeds in bank deposits.

We are an offshore holding company with our operations primarily through the VIE and its subsidiaries in China. In utilizing the proceeds from this offering, we may make loans to WFOEs or the VIEs subject to the approval, registration, and filing with governmental authorities and limitation of amount, or we may make additional capital contributions to our WFOEs in China. Any loans to our WFOEs or the VIEs in China are subject to foreign exchange loan registrations with the competent PRC regulatory authorities. In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals or filings on a timely basis, if at all, with respect to future loans by us to our WFOEs or the VIEs or with respect to future capital contributions by us to our WFOEs or the VIEs. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from the securities offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans or additional capital contributions to our PRC subsidiary and VIE, which could materially and adversely affect our liquidity and our ability to fund and expand our business” in the 2024 Form 20-F.

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DIVIDEND POLICY

We do not have any present plan to pay any cash dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our PRC subsidiary for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiary to pay dividends to us.

Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant. The Company may by ordinary resolution of our shareholders declare dividends, but no dividend shall exceed the amount recommended by our board of directors.

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CAPITALIZATION

The following table sets forth our capitalization as of April 30, 2025 presented on:

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an actual basis; and

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a pro forma basis, as adjusted basis to give effect to (i) the issuance of 22,327,048 Class A Ordinary Shares for the acquisition of Ucare in June 2025; (ii) the issuance of 30 additional Class A Ordinary Shares arising from the fractional share adjustments in relation to the 1-for-5 reverse stock split effected in September 2025; (iii) the issuance and sale of 2,000,000 Class A Ordinary Shares and the accompanying Ordinary Warrants at the combined purchase price of US$3.0 million in October 2025; (iii) the issuance of an aggregate of 11,452,111 Class A Ordinary Shares for the acquisition of Ren Talents Inc. and BEYOND COASTLINE HOLDINGS LIMITED in November 2025; (iv) the issuance of 6,000,000 Class A ordinary shares pursuant to the 2025 Share Incentive Plan in January 2026; (v) the issuance and sale of 6,255,000 Class A Ordinary Shares and 24,397,000 Pre-Funded Warrants in January 2026; and (vi) the issuance and sale of 79,200,000 Class A Ordinary Shares, including the 72,000,000 Class A Ordinary Shares issuable assuming full exercise by the investors in this offering of the option to purchase additional Class A Ordinary Shares, and after deducting Placement Agent fees and expenses and estimated offering expenses payable by us.

You should read this table together with “Item 5. Operating and Financial Review and Prospects” of the 2024 Form 20-F, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes included in the information incorporated by reference into this prospectus supplement and the accompanying prospectus.

	As of April 30, 2025
	Actual			Pro Forma As Adjusted
	(in US$)
Cash and cash equivalent		196,883			15,740,972

Debts
Current portion of long-term debts		962,660			962,660
Long-term debts		1,082,538			1,082,538
Total debts		2,045,198			2,045,198

Shareholders’ deficit
Class A Ordinary Shares ($0.125 par value; 1,520,000,000 shares* authorized; 1,824,384 shares* issued and outstanding on actual basis; 153,455,573 shares* issued and outstanding on a pro forma as adjusted basis)		228,048			19,181,947
Class B Ordinary Shares ($0.125 par value; 80,000,000 shares* authorized; 210,000* shares issued and outstanding on actual basis; 210,000 shares* issued and outstanding on pro forma as adjusted basis)		26,250			26,250
Additional paid-in capital		63,395,376			95,031,647
Statutory reserves		316,684			316,684
Accumulated deficit		(15,222,512	)		(20,764,840	)
Accumulated other comprehensive income		(3,513,346	)		(3,513,346	)
Total Tian Ruixiang Holdings Ltd shareholders’ equity		45,230,500			90,278,342
Non-controlling interests		394			394
Total shareholders’ equity		45,230,894			90,278,736
Total capitalization		47,276,092			92,323,934

*Retroactively adjusted to reflect the 1-for-5 reverse stock split effected on September 2, 2025.

The table above does not include any outstanding options granted to the Company’s equity incentive plans. As of the date of this prospectus supplement, there has been no material change to our capitalization as set forth above.

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DILUTION

Our net tangible book value on April 30, 2025 was US$45.2 million, or US$22.23 per Ordinary Share. “Net tangible book value” is total tangible assets minus total liabilities. “Net tangible book value per ordinary share” is net tangible book value divided by the total number of Ordinary Shares outstanding. The information above is based on an aggregate of 1,824,384 Class A Ordinary Shares and 210,000 Class B Ordinary Shares issued and outstanding as of April 30, 2025, which was adjusted to reflect the 1-for-5 reverse stock split that took effect on September 2, 2025. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for the Prior Offering and this offering) from the public offering price per Class A Ordinary Share and before deducting the estimated offering expenses payable by us.

After giving effect to the Prior Offering, our pro forma net tangible book value was $84,754,453 or $1.14 per ordinary share.

Furthermore, after giving effect to the sale of the 79,200,000 Class A Ordinary Shares in this offering, including the 72,000,000 Class A Ordinary Shares issuable assuming full exercise by the investors in this offering of the option to purchase additional Class A Ordinary Shares, at an offering price of US$0.125 per Class A Ordinary Share, and after deducting the Placement Agent fees and estimated offering expenses payable by us in connection with this offering, our as-adjusted net tangible book value as of April 30, 2025 would have been US$93.8 million, or US$0.61 per Ordinary Share. This represents an immediate decrease in net tangible book value of US$0.53 per Ordinary Share to our existing shareholders and an immediate increase in net tangible book value of US$0.49 per Ordinary Share to the investors participating in this offering.

The following table illustrates per share dilution:

Public offering price per Class A Ordinary Share	US$	0.125
Net tangible book value per ordinary share as of April 30, 2025	US$	22.23
Decrease in net tangible book value per share attributable to the Prior Offering	US$	(21.09	)
Pro forma net tangible book value per ordinary share as of April 30, after giving effect to the Prior Offering	US$	1.14
Decrease in net tangible book value per ordinary share to existing investors attributable to this offering	US$	(0.53	)
As-adjusted net tangible book value per ordinary share after giving effect to the Prior Offering and this offering	US$	0.61
Increase in net tangible book value per ordinary share to new investors in this offering	US$	0.49

The discussion and tables above assume full exercise by the investors in this offering of the option to purchase additional 72,000,000 Class A Ordinary Shares, full exercise of outstanding convertible securities, and no issuance of additional Class A Ordinary Shares as a result of the antidilution mechanism for certain existing shareholders. To the extent that any outstanding convertible securities are exercised or additional Class A Ordinary Shares are issued as a result of the antidilution mechanism, there will be further dilution to existing shareholders.

DESCRIPTION OF SECURITIES WE ARE OFFERING

Class A Ordinary Shares

We are offering 7,200,000 Class A Ordinary Shares and up to 72,000,000 Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof), issuable upon the exercise by the investors in this offering of the option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) pursuant to this prospectus supplement and the accompanying prospectus. The material terms and provisions of our Class A Ordinary Shares are described under the caption “Description of Share Capital” beginning on page 26 of the accompanying prospectus.

Pre-Funded Warrants

The following is a brief summary of certain terms and conditions of the Pre-Funded Warrants, which may be offered pursuant to this prospectus supplement and the accompanying prospectus, should the investors in this offering exercise their option to purchase Pre-Funded Warrants. The following description is subject in all respects to the provisions contained in the Pre-Funded Warrants.

Form

If any investor in this offering exercises its option to purchase Pre-Funded Warrants, the Pre-Funded Warrants will be issued as individual warrant agreements to such investors. The form of Pre-Funded Warrants will be filed as an exhibit to a current report on Form 6-K that we will file with the SEC after the additional closing of the offering of such Pre-Funded Warrants.

Term

The Pre-Funded Warrants will not expire until they are fully exercised.

Exercisability

The Pre-Funded Warrants are exercisable at any time until they are fully exercised. The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and payment of the exercise price. No fractional shares will be issued in connection with the exercise of a Pre-Funded Warrant. The holder of the Pre-Funded Warrants may also satisfy its obligation to pay the exercise price through a “cashless exercise,” in which the holder receives the net value of the Pre-Funded Warrant in Class A Ordinary Shares determined according to the formula set forth in the Pre-Funded Warrant.

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Exercise Limitations

Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any such warrant, and a holder will not be entitled to exercise any portion of any such warrant, if, upon giving effect to such exercise, the aggregate number of Class A Ordinary Shares beneficially owned by the holder (together with its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any other persons whose beneficial ownership of Class A Ordinary Shares would or could be aggregated with the holder’s for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) would exceed 9.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant.

Exercise Price

The exercise price of our Class A Ordinary Shares purchasable upon the exercise of the Pre-Funded Warrants is US$0.125 per share. The exercise price of the Pre-Funded Warrants and the number of Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants is subject to appropriate adjustment in the event of certain share dividends and distributions, share subdivision, share combinations, reclassifications or similar events affecting our Ordinary Shares, as well as upon any distribution of assets, including cash, shares or other property, to our shareholders.

Transferability

Subject to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.

No Market for the Pre-Funded Warrants

There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply to list the Pre-Funded Warrants on any securities exchange. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Fundamental Transactions

Upon the consummation of a fundamental transaction (as described in the Pre-Funded Warrants, and generally including any reorganization, recapitalization or reclassification of our Ordinary Shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Ordinary Shares, or any person or group becoming the beneficial owner of 50% of the voting power of our outstanding Ordinary Shares), the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction, without regard to any limitations on exercise contained in the Pre-Funded Warrants.

No Rights as a Shareholder

Except by virtue of such holder’s ownership of Class A Ordinary Shares, the holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of our Class A Ordinary Shares, including any voting rights, until such holder exercises the Pre-Funded Warrants.

Transfer Agent and Registrar

The transfer agent and registrar for the Ordinary Shares is Transhare Corporation, 17755 North US Highway 19, Suite 140, Clearwater, FL 33764.

Listing

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “TIRX”.

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TAXATION

The following summary of the material Cayman Islands, PRC and United States federal income tax consequences of an investment in the ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus supplement, all of which are subject to change. The following summary does not constitute legal or tax advice. The discussion does not deal with all possible tax consequences relating to an investment in Class A Ordinary Shares. In particular, the discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the PRC and the federal tax law of the United States. Accordingly, you should consult your own tax advisor regarding the tax consequences of an investment in the Class A Ordinary Shares. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Ogier, our Cayman Islands counsel. To the extent that the discussion relates to matters of PRC tax law, it represents the opinion of Yuan Tai Law Offices, our PRC legal counsel.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties applicable to payments to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.

PRC Taxation

Under the EIT Law and its implementation rules, an enterprise established outside of China with a “de facto management body” within China is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, SAT issued SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in SAT Circular 82 may reflect the general position of SAT on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (1) the primary location of the day-to-day operational management is in China; (2) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (3) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in China; and (4) at least 50% of voting board members or senior executives habitually reside in China.

We do not believe that our Cayman Islands holding company meets all of the conditions above. Our Cayman Islands holding company is not a PRC resident enterprise for PRC tax purposes. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside China. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with ours.

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Yuan Tai Law Offices, our legal counsel as to PRC law, has advised us that if the PRC tax authorities determine that our Cayman Islands holding company is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to a 10% PRC tax on gains realized on the sale or other disposition of ordinary shares, if such income is treated as sourced from within China. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of our Cayman Islands holding company would be able to claim the benefits of any tax treaties between their country of tax residence and China in the event that our Cayman Islands holding company is treated as a PRC resident enterprise.

Provided that our Cayman Islands holding company is not deemed to be a PRC resident enterprise, holders of the ordinary shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares. However, under SAT Circular 7, where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Circular 7, and we may be required to expend valuable resources to comply with SAT Circular 7, or to establish that we should not be taxed thereunder. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.” in the 2024 Form 20-F.

United States Federal Income Taxation

The following discussion is a summary of United States federal income tax considerations to U.S. Holders (as defined below) relating to the ownership and disposition of our Class A Ordinary Shares and Pre-Funded Warrants issued in this offering, or collectively, the Securities. Although it is not entirely free from doubt, we intend to take the position that the Pre-Funded Warrants should be treated as our Class A Ordinary Shares for U.S. federal income tax purposes, and a U.S. Holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of Class A Ordinary Shares as described in this section. However, such characterization is not binding on the IRS, and the IRS may treat the Pre-Funded Warrants as warrants to acquire Class A Ordinary Shares. This section applies only to a U.S. Holder that acquires Securities pursuant to this offering and holds such Securities as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”).

This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position.

This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules, including:

	●	financial institutions;

	●	insurance companies;

	●	regulated investment companies;

●

real estate investment trusts;

●

broker-dealers;

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traders in securities or other persons that elect mark-to-market treatment;

●

partnerships or other pass-through entities and their partners or investors;

●

tax-exempt organizations (including private foundations);

●

investors that own (directly, indirectly, or constructively) 10% or more of our stock by vote or value;

●

investors that hold their Securities as part of a straddle, hedge, conversion, constructive sale or other integrated transaction);

●

investors that have a functional currency other than the U.S. dollar; or

●

investors required to accelerate the recognition of any item of gross income with respect to Securities as a result of such income being recognized on an applicable financial statement.

In addition, this discussion does not address any state, local, alternative minimum tax, or non-United States tax considerations, or the Medicare contribution tax on net investment income. Each potential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in Securities.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Securities that is, for United States federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (3) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (4) a trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (b) that has otherwise elected to be treated as a United States person under the Code.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of Securities, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding Securities are urged to consult their tax advisors regarding an investment in such Securities.

Allocation of Purchase Price

For United States federal income tax purposes, the purchase of our Class A Ordinary Shares and the accompanying Pre-Funded Warrants in connection with this offering by U.S. Holders should be treated for United States federal income tax purposes as a “unit” consisting of one Class A ordinary share, as applicable, and the accompanying Pre-Funded Warrant. Each U.S. Holder must allocate the combined effective purchase price of such unit between these components based on their respective relative fair market values of each at the time of issuance. This allocation of the purchase price will establish the U.S. Holder’s initial tax basis for United States federal income tax purposes for each Class A ordinary share and the accompanying Pre-Funded Warrant.

The foregoing treatment of the Class A Ordinary Shares, Pre-Funded Warrants and a U.S. Holder’s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Each prospective investor is urged to consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of such unit) and the purchase price allocation.

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Passive foreign investment company considerations

A non-United States corporation, such as our company, will be classified as a “passive foreign investment company,” or a PFIC, for United States federal income tax purposes, if, in the case of any particular taxable year, either (1) 75% or more of its gross income for such year consists of certain types of “passive” income or (2) 50% or more of its average quarterly assets during such year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s unbooked intangibles associated with active business activities may generally be classified as non-passive assets. For purposes of the income test, “gross income” generally consists of sales revenues less the cost of goods sold, together with income from investments and from other sources, and “passive income” generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other non-United States corporation in which we own, directly or indirectly, more than 25% (by value) of the stock. Although the law in this regard is unclear, we treat the VIEs (and their subsidiaries) as being owned by us for United States federal income tax purposes, because we exercise effective control over the operation of such entities and because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operations in our consolidated United States GAAP financial statements.

Assuming that we are the owner of the VIE (including its subsidiaries) for United States federal income tax purposes and based on the market price of our Class A Ordinary Shares and the nature and composition of our assets (in particular the retention of a substantial amount of cash and investments), we believe we were a PFIC for the taxable year ended October 31, 2025, and we will likely be a PFIC for our current taxable year ending October 31, 2026 unless the market price of our Class A Ordinary Shares significantly increases and/or we invest a substantial amount of cash and other passive assets we hold in assets that produce or are held for the production of non-passive income. However, a separate determination must be made after the close of each taxable year as to whether we are a PFIC for that year. Our status as a PFIC will depend upon (i) the composition and characterization of our income (which may differ from our historical results and current projections) and (ii) the composition and characterization of our assets and the value of our assets from time to time, including, in particular the value of our goodwill and other unbooked intangibles (which may depend upon the market value of our Class A Ordinary Shares from time-to-time and which has been and may continue to be volatile). It is also possible that the IRS, may challenge our classification of assets or income or the valuation of our goodwill and other unbooked intangibles, which may result in our company being, or continuing to be classified as, a PFIC for the current or one or more future taxable years. The determination of whether we would be or become a PFIC will also depend, in part, on how, and how quickly, we used our liquid assets, including the proceeds from this offering. Because there are uncertainties in the application of the relevant rules, there can be no assurance regarding our PFIC status for any past taxable year, the current taxable year or any future taxable year, and our U.S. tax counsel expresses no opinion in this regard.

If we are classified as a PFIC for any year during which a U.S. Holder holds Securities, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds such Securities even if we cease to be a PFIC, unless (i) we cease to be a PFIC and the U.S. Holder has made a valid “deemed sale” election under the PFIC rules (as described below), (ii) we cease to be a PFIC and the U.S. Holder has a valid mark-to-market election in effect (as described below) or (iii) the U.S. Holder has made a valid “qualified electing fund” election with respect to all taxable years during such U.S. Holder’s holding period in which we are a PFIC.

For each year we are classified as a PFIC with respect to a U.S. Holder holds Securities, unless the U.S. Holder makes one of certain elections (as described below), the U.S. Holder will, except as discussed below, be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (1) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding fiscal years or, if shorter, the U.S. Holder’s holding period for our Securities), and (2) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of such Securities. Under the PFIC rules:

●

the excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for our Securities;

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●

the amount of the excess distribution or gain allocated to the taxable year of distribution or gain and to any taxable years in the U.S. Holder’s holding period prior to the first fiscal year in which we are classified as a PFIC (each such taxable year, a pre-PFIC year) will be taxable as ordinary income; and

●

the amount of the excess distribution or gain allocated to each prior taxable year, other than the current taxable year of distribution or gain or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the individuals or corporations, as appropriate, for that other taxable year, and will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to each such other taxable year.

If we are a PFIC for any taxable year during which a U.S. Holder holds Securities and any of our non-United States subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

If a “deemed sale” election is made, a U.S. Holder will be deemed to have sold Securities the U.S. Holder holds at their fair market value and any gain from such deemed sale would be subject to the rules described above. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, the U.S. Holder’s Securities with respect to which such election was made will not be treated as shares in a PFIC and the U.S. Holder will not be subject to the rules described above with respect to any “excess distribution” the U.S. Holder receives from us or any gain from an actual sale or other disposition of Securities. U.S. Holders should consult their tax advisors as to the possibility and consequences of making a deemed sale election if we cease to be a PFIC and such election becomes available.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to the Class A Ordinary Shares, provided that such ordinary shares are “regularly traded” on a “qualified exchange” or other market within the meaning of applicable U.S. Treasury Regulations. Our Class A Ordinary Shares are listed on Nasdaq, which is a qualified exchange or other market for these purposes. However, no assurances may be given regarding whether our Class A Ordinary Shares will qualify, or will continue to be qualified, as being regularly traded in this regard. However, a U.S. Holder may not make a mark-to-market election or a qualified electing fund election with respect to the Pre-Funded Warrants. As a result, if a U.S. Holder sells or otherwise disposes of Pre-Funded Warrants and we were a PFIC at any time during the U.S. Holder’s holding period of such Pre-Funded Warrants, any gain recognized generally would be treated as an excess distribution.

If a mark-to-market election is made, the U.S. Holder will generally (1) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of our Class A Ordinary Shares, held at the end of the taxable year over the U.S. Holder’s adjusted tax basis in such ordinary shares and (2) deduct as an ordinary loss the excess, if any, of the U.S. Holder’s adjusted tax basis in such ordinary shares over the fair market value of such ordinary shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in our Class A Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of our Class A Ordinary Shares will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not classified as a PFIC.

Because a mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our Class A Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest in any of our non-United States subsidiaries that is classified as a PFIC.

We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

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As discussed below under “Distributions,” dividends that we pay on Securities will not be eligible for the reduced tax rate that applies to qualified dividend income if we are classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. In addition, if a U.S. Holder owns Securities during any taxable year that we are a PFIC, the U.S. Holder must file an annual information return with the IRS.

Under proposed Treasury Regulations, if a U.S. Holder has an option, warrant, or other right to acquire stock of a PFIC (such as the Pre-Funded Warrants), such option, warrant or right is considered to be PFIC stock subject to the default rules of Section 1291 of the Code. The holding period for the Class A Ordinary Shares underlying the Pre-Funded Warrants will begin on the date a U.S. Holder acquires the Pre-Funded Warrants. This will impact the availability of the qualified electing fund election and mark-to-market election with respect to the Class A Ordinary Shares underlying the Pre-Funded Warrants. Thus, a U.S. Holder will have to account for Pre-Funded Warrants and the Class A Ordinary Shares underlying the Pre-Funded Warrants under the PFIC rules and the applicable elections differently than as described above. U.S. Holders should consult their tax advisors as to the treatment of the Pre-Funded Warrants and the Class A Ordinary Shares underlying the Pre-Funded Warrants under the PFIC rules.

WE STRONGLY URGE YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT OF OUR PFIC STATUS ON YOUR INVESTMENT IN OUR SECURITIES AS WELL AS THE APPLICATION OF THE PFIC RULES TO YOUR INVESTMENT IN OUR SECURITIES

Distributions

Subject to the PFIC rules described above, any distributions (including the amount of any PRC tax withheld) paid on Securities (other than certain pro rata distributions of Class A Ordinary Shares and related adjustments to the Pre-Funded Warrants) out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder of Securities. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution will generally be treated as a “dividend” for United States federal income tax purposes. Under current law, a non-corporate recipient of dividend income will generally be subject to tax on dividend income from a “qualified foreign corporation” at the lower applicable net capital gains rate rather than the marginal tax rates generally applicable to ordinary income, provided that certain holding period and other requirements are met.

A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (1) if it is eligible for the benefits of a comprehensive tax treaty with the United States, which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (2) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the United States. Our Class A Ordinary Shares are listed on Nasdaq. We believe, but cannot assure you, that our Class A Ordinary Shares are readily tradable on an established securities market in the United States, but there can be no assurance that our Class A Ordinary Shares will continue to be considered readily tradable on an established securities market in later years. In the event we are deemed to be a PRC resident enterprise under the Enterprise Income Tax Law (see “—PRC Taxation”), we may be eligible for the benefits of the Agreement Between the Government of the United States of America and the Government of the People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Tax Evasion with Respect to Taxes on Income, or the United States-PRC income tax treaty (which the Secretary of the Treasury of the United States has determined is satisfactory for this purpose). U.S. Holders are urged to consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. Dividends received on Securities will not be eligible for the dividends received deduction allowed to qualifying corporations under the Code. The amount of any distribution of property other than cash (and other than certain pro rata distributions of Class A Ordinary Shares or rights to acquire Class A Ordinary Shares) will be the fair market value of such property on the date of distribution. U.S. Holders should consult their own tax advisors as to the consequences of any distributions on Pre-Funded Warrants, including whether the rules described above, or different tax rules, will apply to such distributions, and the potential that any such distributions may be treated as ordinary income, qualified dividend income, or another form of income.

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For United States foreign tax credit purposes, dividends paid on Securities will generally be treated as income from foreign sources and will generally constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid, if any, on our Securities. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on Securities. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for United States federal income tax purposes in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or other disposition of Securities

Subject to the PFIC rules discussed above, a U.S. Holder will generally recognize capital gain or loss, if any, upon the sale or other disposition of Securities in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such Securities. Any capital gain or loss will be long-term capital gain or loss if our Securities have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gains of non-corporate U.S. Holders are currently eligible for reduced rates of taxation. In the event that we are treated as a PRC resident enterprise under the EIT Law, and gain from the disposition of Securities is subject to tax in the PRC (see “—PRC Taxation”), such gain may be treated as PRC source gain for foreign tax credit purposes under the United States-PRC income tax treaty. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of Securities, including the availability of the foreign tax credit under their particular circumstances.

Exercise of a Pre-Funded Warrant

Although it is not entirely free from doubt, we intend to take the position that the Pre-Funded Warrants should be treated as our Class A Ordinary Shares for U.S. federal income tax purposes. Accordingly, subject to the PFIC rules described above, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant, and upon exercise, the holding period of the Class A Ordinary Shares received should include the holding period of the Pre-Funded Warrant. The tax basis of the Pre-Funded Warrant should carry over to the Class A Ordinary Shares received upon exercise, increased by the nominal exercise price paid. However, such characterization is not binding on the IRS, and the IRS may treat the Pre-Funded Warrants as warrants to acquire Class A Ordinary Shares. A U.S. Holder’s initial tax basis in the Class A Ordinary Shares received on exercise of a Pre-Funded Warrant treated as a warrant will be equal to the sum of (a) such U.S. Holder’s tax basis in the Pre-Funded Warrant plus (b) the exercise price paid by such U.S. Holder on the exercise of such Pre-Funded Warrant. A U.S. Holder’s holding period in the Class A Ordinary Shares received on exercise of a Pre-Funded Warrant treated as a warrant generally should begin on the day after the date that such Pre-Funded Warrant is exercised by such U.S. Holder.

The U.S. federal income tax treatment of a cashless exercise of Pre-Funded Warrants into Class A Ordinary Shares is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of an Pre-Funded Warrant described in the preceding paragraph. Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance as to the tax treatment that would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of a cashless exercise of a Pre-Funded Warrant.

Expiration of a Pre-Funded Warrant

A U.S. Holder who allows a Pre-Funded Warrant to expire will generally recognize a loss for United States federal income tax purposes equal to the adjusted tax basis of the Pre-Funded Warrant. In general, such a loss will be a capital loss, and will be a short-term or long-term capital loss depending on the U.S. Holder’s holding period for the Pre-Funded Warrant. The deductibility of capital losses is subject to limitations.

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Certain adjustments to Pre-Funded Warrants

Under Section 305 of the Code, an adjustment to the number of Class A Ordinary Shares that will be issued on the exercise of the Pre-Funded Warrants, or an adjustment to the exercise price of the Pre-Funded Warrants, may be treated as a constructive distribution to U.S. Holders if, and to the extent that, such adjustment has the effect of increasing the U.S. Holder’s proportionate interest in our earnings and profits or assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our stockholders). Adjustments to the exercise price of Pre-Funded Warrants made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the U.S. Holders of Pre-Funded Warrants should generally not be considered to result in a constructive distribution. Any such constructive distribution would be taxable whether or not there is an actual distribution of cash or other property. See above under “Distributions” and “Passive foreign investment company considerations.” In the case of Pre-Funded Warrants that are treated as Class A Ordinary Shares for U.S. federal income tax purposes, adjustments that would otherwise result in a constructive distribution may not be treated as such. U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the Pre-Funded Warrants and the interaction of any adjustments and the PFIC rules.

Information reporting

Certain U.S. Holders are required to report information to the IRS relating to an interest in “specified foreign financial assets” (as defined in the Code), including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the IRS and fails to do so.

In addition, U.S. Holders may be subject to information reporting to the IRS and backup withholding with respect to dividends on and proceeds from the sale or other disposition of Securities. Information reporting will apply to payments of dividends on, and to proceeds from the sale or other disposition of, Securities by a paying agent within the United States to a U.S. Holder, other than U.S. Holders that are exempt from information reporting and properly certify their exemption. A paying agent within the United States will be required to withhold at the applicable statutory rate, currently 24%, in respect of any payments of dividends on, and the proceeds from the disposition of, Securities within the United States to a U.S. Holder (other than U.S. Holders that are exempt from backup withholding and properly certify their exemption) if the U.S. Holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements. U.S. Holders who are required to establish their exempt status generally must provide a properly completed IRS Form W-9.

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PLAN OF DISTRIBUTION

We have entered into a placement agency agreement with Univest Securities, LLC, which we refer to as the Placement Agent, in connection with this offering. The Placement Agent is not purchasing or selling any securities offered by this prospectus supplement, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its reasonable best efforts to arrange for the sale of all of the securities offered hereby.

We entered into securities purchase agreements with certain institutional investors, pursuant to which we agreed to issue to the investors an aggregate of 7,200,000 Class A Ordinary Shares and up to 72,000,000 Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) issuable upon the exercise of the investors’ option to purchase additional Class A Ordinary Shares (or Pre-Funded Warrants in lieu thereof) in this takedown from our shelf registration statement, and we will only sell to investors who have entered into the securities purchase agreements with us.

We expect delivery of our Class A Ordinary Shares issued and sold in this offering to occur on February 4, 2026, subject to the satisfaction of customary closing conditions.

Fees and Expenses

We have agreed to pay the Placement Agent upon the closing a cash fee equal to 7.5% of the aggregate purchase price of the securities offered under this prospectus supplement and accompanying prospectus. In addition, we agreed to reimburse the Placement Agent for the actual and reasonable expenses incurred by it in connection with the offering, not to exceed US$35,000.

	Per Class A Ordinary Share		Total (Assuming Full Exercise of the Investors’ Option to Purchase Additional Class A Ordinary Shares)
Public offering price	$	0.125	$	9,900,000
Placement Agent’s fee⁽¹⁾	$	0.009375	$	742,500
Proceeds, before expenses, to us	$	0.115625	$	9,157,500

After deducting fees due to the Placement Agent and our estimated offering expenses, we expect the net proceeds from this offering to be approximately US$9.0 million, assuming the full exercise of the option by the investors to purchase additional 72,000,000 Class A Ordinary Shares.

Tail Fee

We have also agreed that if we consummate a financing transaction with an investor contacted or introduced by the Placement Agent during the term of the placement agency agreement within 12 months after the closing date of this offering, we will pay the Placement Agent compensation equal to the cash compensation paid to the Placement Agent in connection with this offering.

Right of First Refusal

We have granted the Placement Agent a right of first refusal for a period of 12 months from the date of the placement agency agreement to act as sole and exclusive bookrunner, sole and exclusive placement agent, or sole and exclusive underwriter, as applicable, for any and all future public or private equity, equity-linked, or debt (excluding commercial bank debt) offerings, subject to certain exceptions. The right of first refusal provides that we will notify the Placement Agent of our intent to pursue such a financing and negotiate in good faith with the Placement Agent prior to engaging any other investment bank or financial advisor.

Indemnification

We have agreed to indemnify the Placement Agent and certain other persons against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

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Regulation M

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any fees or commissions received by it and any profit realized on the resale of securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent is required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of Class A Ordinary Shares and Pre-Funded Warrants by the Placement Agent. Under these rules and regulations, the Placement Agent:

●

may not engage in any stabilization activity in connection with our securities; and

●

may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

From time to time in the common course of their respective businesses, the placement agent or its affiliates have in the past or may in the future engage in investment banking and/or other services with us and our affiliates for which it has or may in the future receive customary fees and expenses.

Electronic Distribution

This prospectus supplement and the accompanying prospectus may be made available in electronic format on websites or through other online services maintained by the underwriter or by its affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than this prospectus supplement and the accompanying prospectus in electronic format, the information on the underwriter’s websites or our website and any information contained in any other websites maintained by the underwriter or by us is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying prospectus form a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon by investors.

Relationships

The Placement Agent served as the exclusive placement agent in the Company’s registered direct offering of (i) 6,255,000 Class A Ordinary Shares and (ii) 33,748,076 pre-funded warrants to purchase 33,748,076 Class A Ordinary Shares, exercisable at an initial exercise price of $0.125 per share, which was closed on January 30, 2026.

The Placement Agent and its affiliates may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us in the ordinary course of their business, for which they may receive customary fees and commissions. In addition, from time to time, the Placement Agent and its affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. However, except as disclosed in this prospectus supplement, we have no present arrangements with the Placement Agent for any further services.

LEGAL MATTERS

We are being represented by McLaughlin & Stern LLP with respect to certain legal matters as to United States federal securities and New York State law. The validity of the Securities offered in this offering will be passed upon for us by Ogier. Certain legal matters as to PRC law will be passed upon for us by Yuan Tai Law Offices. McLaughlin & Stern LLP may rely upon Ogier with respect to matters governed by Cayman Islands law and Yuan Tai Law Offices with respect to matters governed by PRC law.

EXPERTS

The financial statements of Tian Ruixiang Holdings Ltd incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F as of December 31, 2023 and 2024 and for the years ended December 31, 2022, 2023 and 2024, have been so incorporated in reliance on the report of our previous auditor, RBSM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The office of our auditor, Enrome LLP, is located at 143 Cecil Street, #19-04 GB Building, Singapore, Singapore 069542.

S-29

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-3 (No. 333-269348), including exhibits, schedules and amendments filed with, or incorporated by reference in, such registration statement, under the Securities Act with respect to underlying shares represented by the ordinary shares, to be sold in this offering. This prospectus supplement and the accompanying prospectus, which constitute a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement on Form F-3 and its exhibits and schedules for further information with respect to us and the ordinary shares.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and Section 16 short swing profit reporting for our officers and directors and for holders of more than 10% of our Class A Ordinary Shares. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov. We also maintain a website at http://www.tianrx.com, but information on our website, however, is not, and should not be deemed to be, a part of this prospectus supplement, the accompanying prospectus or any prospectus supplement. You should not regard any information on our website as a part of this prospectus supplement, the accompanying prospectus or any prospectus supplement.

This prospectus supplement is part of a registration statement we have filed with the SEC. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and the securities we are offering. Statements in this prospectus supplement, the accompanying prospectus and any prospectus supplement concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose important information to you by referring you to those documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents shall not create any implication that there has been no change in our affairs since the date thereof or that the information contained therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be a part of this prospectus supplement and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency between information contained in this prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information contained in the document that was filed later.

S-30

We incorporate by reference the documents listed below:

●

our annual report on Form 20-F for the fiscal year ended October 31, 2024, filed with the SEC on January 31, 2025 (the “2024 Form 20-F”);

	●	our current reports on Form 6-K furnished with the SEC on May 30, 2025, June 30, 2025, August 6, 2025, August 21, 2025, August 22, 2025, August 26, 2025 (as amended on August 29, 2025), September 3, 2025, September 8, 2025, September 12, 2025, September 26, 2025, October 14, 2025, November 5, 2025 (as amended on November 10, 2025), November 5, 2025, January 26, 2026, January 28, 2026, January 29, 2026, February 2, 2026 and February 3, 2026;

	●	the description of the securities contained in our registration statement on Form 8-A filed with the SEC on January 22, 2021 (File No. 001-39925) pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed for the purpose of updating that description; and

●

with respect to each offering of the securities under this prospectus, all our subsequent annual reports on Form 20-F and any report on Form 6-K that indicates that it is being incorporated by reference that we file or furnish with the SEC on or after the date on which the registration statement is first filed with the SEC and until the termination or completion of the offering by means of this prospectus.

Our annual report for the fiscal year ended October 31, 2024 filed with the SEC on January 31, 2025 contains a description of our business and audited consolidated financial statements with reports by independent auditors. The consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

Unless expressly incorporated by reference, nothing in this prospectus supplement or the accompanying prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus supplement or the accompanying prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated by reference in this prospectus supplement, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus supplement on the written or oral request of that person made to:

2107, Block B, Shoudong International

Dongcheng District, Beijing

The People’s Republic of China

+ 86- (010) 87529554

You should rely only on the information that we incorporate by reference or provide in this prospectus supplement or the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making any offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents.

S-31

PROSPECTUS

$200,000,000 of

Class A Ordinary Shares

Debt Securities

Warrants

Rights

and

Units

TIAN RUIXIANG Holdings Ltd

We may, from time to time, in one or more offerings, offer and sell up to $200,000,000 of our Class A ordinary shares, par value $0.005 per share (“Class A Ordinary Shares”), debt securities, warrants, rights, and units, or any combination thereof, together or separately as described in this prospectus. In this prospectus, references to the term “securities” refers, collectively, to our Class A Ordinary Shares, debt securities, warrants, rights, and units. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of the securities offered, please see “Plan of Distribution” in this prospectus.

This prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements to this prospectus.

We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. You should read this prospectus, any prospectus supplement, and any free writing prospectus before you invest in any of our securities. The prospectus supplement and any related free writing prospectus may add, update, or change information contained in this prospectus. You should read carefully this prospectus, the applicable prospectus supplement, and any related free writing prospectus, as well as the documents incorporated or deemed to be incorporated by reference, before you invest in any of our securities. This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.

Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “TRX,” “our Company,” and the “Company” refer to TIAN RUIXIANG Holdings Ltd, an exempted company limited by shares incorporated under the laws of the Cayman Islands; “TRX HK” refers to TRX HONGKONG INVESTMENT LIMITED, a Hong Kong corporation and wholly owned subsidiary of TRX; “TRX BJ” or “WFOE” refers to Beijing Tianruixiang Management Consulting Co., Ltd., a limited liability company organized under PRC laws and regulations, which company is wholly owned by TRX HK; “TRX ZJ” or the “VIE” refers to Zhejiang Tianruixiang Insurance Broker Co. LTD., a limited liability company organized under the laws of the PRC, which we control via a series of contractual arrangements between WFOE and TRX ZJ. See “Prospectus Summary—Business Overview.”

We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through the VIE and its subsidiaries in the PRC. For accounting purposes, we control and receive the economic benefits of the business operations of the VIE and its subsidiaries through certain contractual arrangements (the “VIE Agreements”), which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under generally accepted accounting principles in the United States (“U.S. GAAP”), and the structure involves unique risks to investors. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes. Our securities offered in this offering are securities of TRX, the offshore holding company in the Cayman Islands, instead of securities of the VIE or its subsidiaries in the PRC. The VIE structure provides contractual exposure to foreign investment in China-based companies where PRC laws and regulations prohibit direct foreign investment in the operating companies. For a description of the VIE Agreements, see “Prospectus Summary—Our Corporate Structure—The VIE Agreements.” As a result of our use of the VIE structure, you may never hold equity interests in the VIE or its subsidiaries.

Our Class A Ordinary Shares are listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbol “TIRX.” On May 15, 2023, the last reported sale price of our Class A Ordinary Shares on Nasdaq was $2.05 per share. The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float, as of May 8, 2023, was approximately $6.16 million, which was calculated based on 2,576,145 Class A Ordinary Shares held by non-affiliates at the price of $2.39 per share, which was the closing price of our Class A Ordinary Shares on Nasdaq on May 8, 2023. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.

Unless expressly indicated herein to the contrary, all references to share amounts in this prospectus give retroactive effect to share consolidations, the last of which was effected on November 16, 2022.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page 20 of this prospectus and risk factors set forth in our most recent annual report on Form 20-F, in other reports incorporated herein by reference, and in an applicable prospectus supplement under the heading “Risk Factors.”

We may offer and sell the securities from time to time at fixed prices, at market prices, or at negotiated prices, to or through underwriters, to other purchasers, through agents, or through a combination of these methods. If any underwriters are involved in the sale of any securities with respect to which this prospectus or any prospectus supplements are being delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in the applicable prospectus supplement. The offering price of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. See “Plan of Distribution” elsewhere in this prospectus for a more complete description of the ways in which the securities may be sold.

Because we do not hold equity interests in the VIE or its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including regulatory review of overseas listing of companies in the PRC through special purpose vehicles and the validity and enforcement of the VIE Agreements. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of all the securities we are registering for sale may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court of law in the PRC as of the date of this prospectus. See “Risk Factors––Risks Relating to Our Corporate Structure––If the PRC government determines that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.”

Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of the PRC. The Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”) was adopted and promulgated on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong Kong. Pursuant to the Basic Law, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree of autonomy and enjoy executive, legislative, and independent judicial power, under the principle of “one country, two systems,” and the PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs, and other matters that are not within the scope of autonomy). However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. If there is a significant change to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, our Hong Kong subsidiary may become subject to PRC laws or authorities. As a result, our Hong Kong subsidiary could incur material costs to ensure compliance, be subject to fines, experience devaluation of securities or delisting, no longer conduct offerings to foreign investors, and no longer be permitted to continue its current business operations.

We are subject to certain legal and operational risks associated with being based in the PRC, which could result in a material change in the VIE’s operations and/or the value of the securities we are registering for sale, or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. As of the date of this prospectus, we, our subsidiaries, and the VIE and its subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. As confirmed by our PRC counsel, Beijing Jingsh Law Firm Liaocheng Office (“Jingsh Liaocheng”), as of the date of this prospectus, we are not subject to cybersecurity review with the Cyberspace Administration of China, or the CAC, under the Cybersecurity Review Measures that became effective on February 15, 2022, or if the Security Administration Draft is enacted as proposed, since (i) as companies that host entertainment events, operate hip-hop related online programs, and provide event planning and execution services and brand promotion services to corporate clients, we and the PRC operating entities are unlikely to be classified as critical information infrastructure operators (“CIIOs”) by the PRC regulatory agencies; (ii) we and the PRC operating entities currently possess personal information of a relatively small number of users in their business operations, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that may be required to pass such cybersecurity review, and they do not anticipate that they will be collecting over one million users’ personal information in the foreseeable future; and (iii) since we and the PRC operating entities are in the hip-hop industry, data processed in their business is unlikely to have a bearing on national security and therefore is unlikely to be classified as core or important data by the authorities. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” in our annual report for the fiscal year ended October 31, 2022 on Form 20-F (the "2022 Annual Report").

Furthermore, on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings. Based on the foregoing, we are an Existing Issuer, and is required to file with the CSRC for any subsequent offerings within 3 working days after the completion of each offering. See “Risk Factors—Risks Relating to Doing Business in the PRC—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.”

Since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (i) establishing the National Anti-Monopoly Bureau; (ii) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law of the PRC (amended on June 24, 2022 and effective on August 1, 2008), the anti-monopoly guidelines for various industries, and the Detailed Rules for the Implementation of the Fair Competition Review System; and (iii) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises. As of the date of this prospectus, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not impacted our or the VIE and its subsidiaries’ ability to conduct business, our ability to accept foreign investments or issue our securities to foreign investors because neither we and our subsidiaries, nor the VIE and its subsidiaries engage in monopolistic behaviors that are subject to these statements or regulatory actions.

As of the date of this prospectus, apart from the filing with the CSRC per the requirements of the Trial Measures, the VIE and its subsidiaries have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and no permission or approval has been denied. However, we cannot assure you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all. Any failure of these entities to fully comply with such compliance requirements may cause our PRC subsidiaries or the PRC operating entities to be unable to begin their new businesses or operations in the PRC, subject them to fines, relevant new businesses or operations suspension for rectification, or other sanctions. See “Prospectus Summary—Permissions Required from PRC Authorities” of this prospectus..

In addition, all the securities we are registering for sale may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act and related regulations, if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) determines that it cannot inspect or fully investigate our auditor for two consecutive years. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions (the “Determinations”). On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission (the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, legislation entitled the “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law, which reduced the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two. Our auditor, RBSM LLP, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in our securities is prohibited under the Holding Foreign Companies Accountable Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares. See “Risk Factors—Risks Relating to Doing Business in the PRC—Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.”

Cash is transferred among our Company, our subsidiaries, and the VIE, in the following manners: (i) funds are transferred to our WFOE from our Company as needed through TRX HK, our Hong Kong subsidiary, in the form of capital contributions or shareholder loans, as the case may be; (ii) funds may be paid by the VIE to WFOE, as service fees according to the VIE Agreements; (iii) dividends or other distributions may be paid by WFOE, to our Company through TRX HK; and (iv) WFOE and the VIE, lend to and borrow from each other from time to time for business operation purposes. For more details, see “Prospectus Summary—Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences” and “Corporate History and Structure—The VIE Agreements.” As of the date of this prospectus, our Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements, nor do they have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. As of the date of this prospectus, none of our subsidiaries or the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. If we determine to pay dividends on any of our Class A Ordinary Shares or Class B Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, TRX HK. TRX HK will rely on payments made from the VIE to our PRC subsidiary, WFOE, pursuant to the VIE Agreements, and the distribution of such payments to TRX HK. There are no laws or regulations that restrict us from providing funding to or receiving dividends from our Hong Kong subsidiary, except for the transfer of funds involving money laundering and criminal activities. To the extent cash in the business is in the PRC, the funds may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of our Company, our subsidiaries, or the VIE by the PRC government to transfer cash. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—To the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of our Company, our subsidiaries, or the VIE by the PRC government to transfer cash.” The Company’s management is directly supervising cash management. Our finance department is responsible for establishing the cash management policies and procedures among our subsidiaries and departments and the PRC operating entities. Each subsidiary, department, or PRC operating entity initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to designated management members of the Company, based on the amount and the use of cash requested. The designated management member examines and approves the allocation of cash based on the sources of cash and the priorities of the needs, and submit it to the cashier specialists of our finance department for a second review. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are transferred. Cash transfers and transfers of other assets between TRX, its subsidiaries, and the VIE were as follows: During the fiscal year ended October 31, 2021, TRX transferred cash of approximately $12,340,000, $12,492,000 and $7,635,000 to its subsidiary in Hong Kong, the VIE and the VIE’s subsidiary, respectively. There was no cash or other assets transfer between TRX, its subsidiaries, and the VIE as of the date of this prospectus for fiscal year 2023, or during the years ended October 31, 2022 and 2020.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 16, 2023.

TABLE OF CONTENTS

		Page
About this Prospectus		ii

Commonly Used Defined Terms		iii

Cautionary Note Regarding Forward-Looking Statements		iv

Prospectus Summary		1

Risk Factors		20

Offer Statistics and Expected Timetable		26

Capitalization and Indebtedness		26

Dilution		26

Use of Proceeds		26

Description of Share Capital		26

Description of Debt Securities		42

Description of Warrants		44

Description of Rights		46

Description of Units		46

Plan of Distribution		47

Taxation		49

Expenses		49

Material Contracts		49

Material Changes		49

Legal Matters		50

Experts		50

Incorporation of Documents by Reference		50

Where You Can Find Additional Information		51

Enforceability of Civil Liabilities		51

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell the securities described in this prospectus in one or more offerings, up to a total offering amount of $200,000,000.

This prospectus provides you with a general description of the securities we may offer. This prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other documents are not necessarily complete. If the SEC rules and regulations require that an agreement or other document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters. This prospectus may be supplemented by a prospectus supplement that may add, update, or change information contained or incorporated by reference in this prospectus. You should read both this prospectus and any prospectus supplement or other offering materials together with additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Documents by Reference.”

Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain certain specific information about the terms of that offering, including a description of any risks related to the offering. A prospectus supplement may also add, update, or change information contained in this prospectus (including documents incorporated herein by reference). If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more details on the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and the accompanying prospectus supplement together with additional information described under the headings “Incorporation of Documents by Reference” before investing in any of the securities offered.

The information in this prospectus is accurate as of the date on the front cover. Information incorporated by reference into this prospectus is accurate as of the date of the document from which the information is incorporated. You should not assume that the information contained in this prospectus is accurate as of any other date.

You should rely only on the information provided or incorporated by reference in this prospectus or in the prospectus supplement. We have not authorized anyone to provide you with additional or different information. This document may only be used where it is legal to sell these securities.

As permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at its website or at its offices described below under “Where You Can Find Additional Information.”

COMMONLY USED DEFINED TERMS

Unless otherwise indicated or the context requires otherwise, references in this prospectus or in a prospectus supplement to:

	·	“Affiliated Entities” are to our subsidiaries and TRX ZJ and its subsidiaries and branch offices;

	·	“AKS Consulting” are to Horgos Arxo Management Consulting Co., Ltd, a wholly-owned subsidiary of TRX ZJ organized under the laws of the PRC,which was dissolved on October 8, 2022;

	·	“China” or the “PRC” are to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

“Class A Ordinary Shares” are to Class A ordinary shares of TRX, par value $0.005 per share;

“Class B Ordinary Shares” are to Class B ordinary shares of TRX, par value $0.005 per share;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

	·	“fiscal year” are to the period from November 1 to October 31 of the year;

	·	“Hengbang Insurance” are to Hebei Hengbang Insurance Co. LTD, a limited liability company organized under the laws of the PRC and 99.80% of its equity interest is owned by TRX ZJ;

	·	“HH Consulting” are to Huoerguosi Hechentonguang Consulting Service Co. LTD., a wholly-owned subsidiary of TRX ZJ organized under the laws of the PRC, which was dissolved in July 2020;

	·	“NDB Technology” are to Need Bao (Beijing) network technology co. LTD, a wholly-owned subsidiary of TRX ZJ organized under the laws of the PRC;

“PRC laws and regulations” are to the laws and regulations of mainland China;

“RMB” or “Renminbi” are to the legal currency of mainland China;

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

	·	“Securities Act” are to the Securities Act of 1933, as amended;

	·	“shares”, “Shares” or “Ordinary Shares” are to our Class A Ordinary Shares and Class B Ordinary Shares collectively;

	·	“TRX BJ” or “WFOE” are to Beijing Tianruixiang Management Consulting Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly-owned by TRX HK (as defined below);

	·	“TRX HK” are to the Company’s wholly owned subsidiary, TRX HONGKONG INVESTMENT LIMITED, a Hong Kong corporation;

	·	“TRX SX Branch”, “TRX SD Branch”, “TRX HN Branch”, “TRX BJ Branch”, “TRX Shanxi Branch”, “TRX CQ Branch”, “TRX AH Branch”, or “TRX HB Branch” are to TRX ZJ’s branch office in the PRC;

	·	“TRX ZJ” or the “VIE” are to Zhejiang Tianruixiang Insurance Broker Co. LTD., a limited liability company organized under the laws of the PRC, which we control via a series of contractual arrangements between WFOE and TRX ZJ;

	·	“TYDW Technology” are to Tianyi Duowen (Beijing) Network Technology Co. LTD, a wholly-owned subsidiary of TRX ZJ organized under the laws of the PRC;

“U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States;

iii

“WDZG Consulting” are to Beijing Wandezhonggui Management Consulting Co., Ltd., a limited liability company organized under the laws of the PRC, the sole shareholder of TRX ZJ; and

“we,” “us,” “our,” “TRX,” “our Company,” and the “Company” refer to TIAN RUIXIANG Holdings Ltd, an exempted company limited by shares incorporated under the laws of the Cayman Islands

The VIE and its subsidiaries conduct their business using RMB. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate of RMB to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, an applicable prospectus supplement, and our SEC filings that are incorporated by reference into this prospectus contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies, and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions, and objectives, and any statements of assumptions underlying any of the foregoing. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” and “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements reflect our current views with respect to future events, are based on assumptions, and are subject to risks and uncertainties. We cannot guarantee that we actually will achieve the plans, intentions, or expectations expressed in our forward-looking statements and you should not place undue reliance on these statements. There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. These important factors include those discussed under the heading “Risk Factors” contained or incorporated by reference in this prospectus and in the applicable prospectus supplement and any free writing prospectus we may authorize for use in connection with a specific offering. These factors and the other cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Prospectus Summary

Our Corporate Structure

We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through the VIE and its subsidiaries in the PRC. The VIE Agreements were entered into by and among WFOE, the VIE, and the VIE’s sole shareholder, WDZG Consulting (the “VIE Shareholder”) and include the Exclusive Business Cooperation and Service Agreement, Equity Interest Pledge Agreement, Share Disposal and Exclusive Option to Purchase Agreement, and Proxy Agreement. For a description of the VIE Agreements, see “—The VIE Agreements.” For accounting purposes, we control and receive the economic benefits of the business operations of the VIE and its subsidiaries through the VIE Agreements, which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP, and the structure involves unique risks to investors. Our securities offered in this offering are securities of TRX, the offshore holding company in the Cayman Islands, instead of securities of the VIE or its subsidiaries in the PRC. The VIE structure provides contractual exposure to foreign investment in China-based companies where PRC laws and regulations prohibit direct foreign investment in the operating companies. As a result of our use of the VIE structure, you may never hold equity interests in the VIE or its subsidiaries.

The following diagram illustrates our corporate structure, including our subsidiaries and the VIE and its subsidiaries, as of the date of this prospectus:

Investors are purchasing securities of TRX, the offshore holding company in the Cayman Islands, instead of securities of the VIE and its subsidiaries.

The VIE Agreements

Neither we nor our subsidiaries own any share in the VIE or its subsidiaries. Instead, for accounting purposes, we control and receive the economic benefits of the business operations of the VIE and its subsidiaries through the VIE Agreements, which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP. WFOE, the VIE, and the VIE Shareholder entered into the VIE Agreements on May 20, 2019. The VIE Agreements are designed to provide WFOE with the power, rights, and obligations with respect to the VIE as set forth under the VIE Agreements. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes, as a result of our direct ownership in WFOE and the provisions of the VIE Agreements.

Each of the VIE Agreements is described in detail below:

Exclusive Business Cooperation and Service Agreement

Pursuant to the Exclusive Business Cooperation and Service Agreement between the VIE, WFOE and the VIE Shareholder, WFOE provides the VIE with technical support, consulting services, intellectual services and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, the VIE granted an irrevocable and exclusive option to WFOE to purchase from the VIE, any or all of its assets at the lowest purchase price permitted under PRC laws. Should WFOE exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to the VIE by WFOE under this agreement, WFOE is entitled to collect a service fee calculated based on the time of services rendered multiplied by the corresponding rate, the plus amount of the services fees or ratio decided by the board of directors of WFOE based on the value of services rendered by WFOE and the actual income of the VIE from time to time, which is approximately equal to the net income of the VIE after deduction of the required PRC statutory reserve.

The CEO of WFOE, Mr. Wang, who is also the CEO of the VIE, is currently managing the VIE pursuant to the terms of the Exclusive Business Cooperation and Service Agreement. WFOE has absolute authority relating to the management of the VIE, including but not limited to decisions with regard to expenses, salary raises and bonuses, hiring, firing and other operational functions. The Company’s audit committee is required to review and approve in advance any related party transactions, including transactions involving WFOE or the VIE.

Equity Interest Pledge Agreement

Under the Equity Interest Pledge Agreement between WFOE, the VIE and the VIE Shareholder, the VIE Shareholder pledged all of its equity interests in the VIE to WFOE to guarantee the performance of the VIE’s obligations under the Exclusive Business Cooperation and Service Agreement. Under the terms of the Equity Pledge Agreement, in the event that the VIE or the VIE Shareholder breach their respective contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. The VIE Shareholder also agreed that upon occurrence of any event of default, as set forth in the Equity Pledge Agreement, WFOE is entitled to dispose of the pledged equity interest in accordance with applicable PRC laws. The VIE Shareholder further agreed not to dispose of the pledged equity interests or take any actions that would prejudice WFOE’s interest.

The Equity Interest Pledge Agreement is effective until all payments due under the Exclusive Business Cooperation and Service Agreement have been paid by the VIE. WFOE shall cancel or terminate the Equity Interest Pledge Agreement upon the VIE’s full payment of the fees payable under the Exclusive Business Cooperation and Service Agreement.

The purposes of the Equity Interest Pledge Agreement are to (1) guarantee the performance of the VIE’s obligations under the Exclusive Business Cooperation and Service Agreement, (2) make sure the VIE Shareholder does not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice WFOE’s interests without WFOE’s prior written consent, and (3) provide WFOE control over the VIE.

In the event the VIE breaches its contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE will be entitled to foreclose on the VIE Shareholder’ equity interests in the VIE and may (1) exercise its option to purchase or designate third parties to purchase part or all of their equity interests in the VIE and WFOE may terminate the VIE Agreements after acquisition of all equity interests in the VIE or form a new VIE structure with the third parties designated by WFOE; or (2) dispose of the pledged equity interests and be paid in priority out of proceed from the disposal in which case the VIE structure will be terminated.

Share Disposal and Exclusive Option to Purchase Agreement

Under the Share Disposal and Exclusive Option to Purchase Agreement, the VIE Shareholder irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of its equity interests in the VIE. The option price is equal to the capital paid in by the VIE Shareholder subject to any appraisal or restrictions required by applicable PRC laws and regulations. As of the date of this prospectus, if WFOE exercised such option, the total option price that would be paid to all of the VIE Shareholder would be RMB1, or the lowest amount allowed by law. The option purchase price shall increase in case the VIE Shareholder makes additional capital contributions to the VIE, including when the registered capital was increased upon the VIE receiving the proceeds from public offerings.

Under the Share Disposal and Exclusive Option to Purchase Agreement, WFOE may at any time under any circumstances, purchase, or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the VIE Shareholder’ equity interests in the VIE. The Share Disposal and Exclusive Option to Purchase Agreement, together with the Equity Pledge Agreement, Exclusive Business Cooperation and Service Agreement, and the Proxy Agreement, enable WFOE to exercise effective control over the VIE.

The Share Disposal and Exclusive Option to Purchase Agreement remains effective for a term of 20 years, can only be terminated if one party defaults, and may be renewed at WFOE’s election.

Proxy Agreement

Under the Proxy Agreement, the VIE Shareholder authorized WFOE to act on its behalf as its exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under PRC laws and the articles of association of the VIE, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of the VIE.

Risks Associated with Our Corporate Structure and the VIE Agreements

Because we do not directly hold equity interests in the VIE and its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of companies in the PRC through special purpose vehicles, and the validity and enforcement of the VIE Agreements. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in the VIE’s operations, and the value of all the securities we are registering for sale may depreciate significantly or become worthless. The VIE Agreements have not been tested in a court of law in the PRC as of the date of this prospectus.

The VIE Agreements may not be effective as direct ownership in providing operational control. For instance, the VIE and the VIE Shareholder could breach their VIE Agreements with WFOE by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The VIE Shareholders may not act in the best interests of our Company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements with the VIE. In the event that the VIE or the VIE Shareholder fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In addition, even if legal actions are taken to enforce such arrangements, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state. See “Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government determines that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations,” “Item 3. Key Information—D. Risk Factors— Risks Related to Our Corporate Structure—We rely on the VIE Agreements with TRX ZJ, a VIE entity, and its shareholder for our China operations, which may not be as effective in providing operational control as direct ownership” in the 2022 Annual Report.

On December 28, 2021, 13 governmental departments of the PRC, including the CAC, issued the revised Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. Such requirement is reiterated on the Security Administration Draft, which was released by the CAC on November 14, 2021 for public consultation. As advised by our PRC counsel, Jingsh Liaocheng, as of the date of this prospectus, we are not subject to cybersecurity review or network data security review by the CAC, since (i) as an insurance broker, we and the VIE are unlikely to be classified as CIIOs by the PRC regulatory agencies; (ii) we and the VIE currently possess personal information of a relatively small number of users in our business operations, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that may be required to pass such cybersecurity review, and we do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future; and (iii) since we and the VIE are in the insurance industry, data processed in our business is unlikely to have a bearing on national security and therefore is unlikely to be classified as core or important data by the authorities. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” of the 2022 Annual Report.

Furthermore, on February 17, 2023, the CSRC released the “Trial Measures” and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings. Based on the foregoing, we are an Existing Issuer, and is required to file with the CSRC for any subsequent offerings within 3 working days after the completion of each offering. See “Risk Factors—Risks Relating to Doing Business in the PRC—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.”

In addition, all of the securities we are offering may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act and related regulations, if the PCAOB determines that it cannot inspect or fully investigate our auditor for two consecutive years. On December 16, 2021, the PCAOB issued the Determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions. On August 26, 2022, the CSRC, MOF, and the PCAOB signed the Protocol governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, the Consolidated Appropriations Act was signed into law, which reduced the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two. Our auditor, RBSM LLP, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in our securities is prohibited under the Holding Foreign Companies Accountable Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares. See “Risk Factors—Risks Relating to Doing Business in the PRC—Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.”

Business Overview

We conduct our business in the PRC through the VIE and its subsidiaries. The following description of our business is a description of the business of the VIE and its subsidiaries. See “—Our Corporate Structure—The VIE Agreements” for a summary of the VIE Agreements.

Under U.S. GAAP, the Company is deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIE, for accounting purposes, because such contractual arrangements are designed so that the operations of the VIE are solely for the benefit of WFOE and, ultimately, the Company. As such, the Company is deemed to be the primary beneficiary of the VIE for accounting purposes and must consolidate the VIE. The VIE Agreements have not been tested in a court of law and may not be effective in providing control over the VIE, and we are subject to risks due to the uncertainty of the interpretation and application of the laws and regulations of the PRC, regarding the VIE, and the VIE structure, including, but not limited to, regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the contractual arrangements with the VIE. We are also subject to the risk that the PRC government could disallow the VIE structure, which would likely result in a material change in our operations and, as a result, the value of our Class A Ordinary Shares may depreciate significantly or become worthless. For a description of our corporate structure and VIE contractual arrangements, see “Prospectus Summary—Our Corporate Structure—The VIE Agreements.” See also “Item 3. Key Information—D. Risk Factors— Risks Related to Our Corporate Structure—We rely on the VIE Agreements with TRX ZJ, a VIE entity, and its shareholder for our China operations, which may not be as effective in providing operational control as direct ownership” in the 2022 Annual Report.

The VIE, TRX ZJ, and its subsidiaries, distribute 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 insurances, such as health insurance, life insurance, and miscellaneous insurances. In addition, we also generate a small amount of revenue from risk management services. We act on behalf of our customers seeking insurance coverage from insurance companies and take pride in our premium customer service. Additionally, our China-based operating entities also provide risk management services to institutional customers based on in-depth analysis of the specific risks our clients face. For the fiscal year ended October 31, 2022, revenues generated from the insurance brokerage services and risk management services accounted for 98.0% and 2.0% of our total revenues, respectively.

As an insurance broker, TRX ZJ does not assume underwriting risks. Instead, it distributes insurance products underwritten by insurance companies operating in China to individual or institutional customers. TRX ZJ is compensated for its services by commissions paid by insurance companies, typically based on a percentage of the premium paid by the insured. Commission and fee rates generally depend on the type of insurance products, the particular insurance company and the region in which the products are sold. As of the date of this annual report, TRX ZJ has relationships with over 40 insurance companies in the PRC, and therefore are able to offer a variety of insurance products to our customers.

For the fiscal year ended October 31, 2022, we generated total revenue of $1,351,909 and net loss of $4,684,189. 53.4% of the VIE’s total revenue was attributed to top five insurance company partners, and two insurance companies each accounted for more than 10% of our total revenue: Yong An Property Insurance Co., Ltd. Hangzhou Branch and Ping An Property Insurance Co., Ltd. Hangzhou Branch, accounted for 20.8% and 13.5%, respectively.

For the fiscal year ended October 31, 2021, we generated total revenue of $2,790,617 and net loss of $1,944,577. Four insurance companies each accounted for more than 10% of our total revenues: China Life Property & Casualty Insurance Co., Ltd. Beijing Branch, Ping An Property Insurance Co., Ltd. Hangzhou Branch, Ping An Property Insurance Co., Ltd. Shanghai Branch, and Ping An Property Insurance Co., Ltd. Beijing Branch, accounted for 15.4%, 15.4%, 13.2% and 10.4%, respectively.

For the fiscal year ended October 31, 2020, we generated total revenue of $3,249,344 and net income of $634,100. Three insurance companies each accounted for more than 10% of the total revenues: Ping An Property Insurance Co., Ltd. Shanghai Branch, Ping An Property Insurance Co., Ltd. Beijing Branch, and PICC Beijing branch accounted for 16.5%, 16.1%, and 11.1%, respectively.

China’s independent insurance intermediary market is experiencing rapid growth due to increasing demands for insurance products by the Chinese population. We intend to grow our company by aggressively recruiting talents to join our professional team and sales force, expanding our distribution network through opening more local branches in a number of selective major cities throughout China, and offering premium products and services, such as our Institutional Risk Management Services. Our goal is to grow from having eight branches located in the cities of Xi’an, Qingdao, Beijing, Changsha, Wuhan, Taiyuan, Chongqing, and Hefei, as of the date of this prospectus, to eventually become a leading national insurance intermediary company.

COVID-19 Impact

The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are full of uncertainties and change quickly. The COVID-19 pandemic has caused business disruptions in China and the Company’s business was negatively affected due to various government restrictions put in place to attempt to stop the spread of the COVID-19 pandemic, especially the large-scale lock-downs implemented during fiscal year 2022. As a result, TRX ZJ was not able to effectively promote its online insurance center, Needbao, and had to stop offering insurance products on Needbao in fiscal year 2022. In addition, TRX ZJ had to reduce the number of its employees from 50 as of October 31, 2021 to 22 as of October 31, 2022. As the Chinese government eased the lock-down policy in the end of calendar year 2022 and business operations returned to normal in early 2023, TRX ZJ has started to recruit and hire more employees.

The Company is operating in a rapidly changing environment so the extent to which COVID-19 may impact its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic, and governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic.

Summary of Risk Factors

Investing in our securities involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our securities. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully under “Item 3. Key Information—D. Risk Factors” in the 2022 Annual Report and in the section titled “Risk Factors” beginning on page 20 of this prospectus.

Risks Relating to Our Corporate Structure (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure” in the 2022 Annual Report and “Risk Factors—Risks Relating to Our Corporate Structure” of this prospectus)

Risks and uncertainties related to our business include, but are not limited to, the following:

●

Because we conduct our brokerage business through TRX ZJ, a VIE entity, if the PRC government finds that the VIE Agreements that establish the structure for operating our businesses in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties and our Class A Ordinary Shares may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our PRC operating entities that conduct all of our operations (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—Because we conduct our brokerage business through TRX ZJ, a VIE entity, if the PRC government finds that the VIE Agreements that establish the structure for operating our businesses in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties and our Class A Ordinary Shares may decline in value or become worthless if we are unable to assert our contractual control rights over the assets of our PRC operating entities that conduct all of our operations.” on page 19 of the 2022 Annual Report);

●

We rely on the VIE Agreements with TRX ZJ, a VIE entity, and its shareholder for our China operations, which may not be as effective in providing operational control as direct ownership (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—We rely on the VIE Agreements with TRX ZJ, a VIE entity, and its shareholder for our China operations, which may not be as effective in providing operational control as direct ownership.” on page 20 of the 2022 Annual Report);

●

If any of our affiliated entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity, which could materially and adversely affect our business, financial condition and results of operations (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—If any of our affiliated entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity, which could materially and adversely affect our business, financial condition and results of operations.” on page 20 of the 2022 Annual Report);

●

Our shareholders are subject to greater uncertainties because we operate through a VIE structure due to restrictions on direct ownership imposed by the CIRC even though the Insurance Brokerage Industry falls within the permitted category in accordance with the Catalogue and the Negative List (see “Item 3. Key Information—D. Risk Factors—Our shareholders are subject to greater uncertainties because we operate through a VIE structure due to restrictions on direct ownership imposed by the CIRC even though the Insurance Brokerage Industry falls within the permitted category in accordance with the Catalogue and the Negative List.” on page 20 of the 2022 Annual Report);

●

The VIE Agreements may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment (see “Item 3. Key Information—D. Risk Factors—The VIE Agreements may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment.” on page 21 of the 2022 Annual Report);

●

Any failure by the VIE or its shareholder to perform their obligations under the VIE Agreements would have a material adverse effect on our business (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—Any failure by the VIE or its shareholder to perform their obligations under the VIE Agreements would have a material adverse effect on our business.” on page 21 of the 2022 Annual Report); and

●

Our dual class share structure concentrates a majority of the aggregate voting power of our total issued and outstanding share capital in our Chief Executive Officer, who is the beneficial owner of all of our Class B Ordinary Shares (see “Item 3. Key Information—D. Risk Factors—Our dual class share structure concentrates a majority of the aggregate voting power of our total issued and outstanding share capital in our Chief Executive Officer, who is the beneficial owner of all of our Class B Ordinary Shares.” on page 22 of the 2022 Annual Report).

Risks Relating to Doing Business in the PRC (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business China” in the 2022 Annual Report and “Risk Factors—Risks Relating to Doing Business in the PRC” of this prospectus)

We face risks and uncertainties relating to doing business in the PRC in general, including, but not limited to, the following:

●

the Chinese government exerts substantial influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Ordinary Shares to significantly decline or be worthless (see “Item 3. Key Information—D. Risk Factors––Risks Related to Doing Business in China––The Chinese government exerts substantial influence over the manner in which we must conduct our business, and may intervene or influence our operations at any time, which could result in a material change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors and, and cause the value of our Ordinary Shares to significantly decline or be worthless.” on page 25 of the 2022 Annual Report);

●

a severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition.” on page 26 of the 2022 Annual Report);

●

we face risks related to health epidemics such as the COVID-19 coronavirus outbreak originated in Wuhan city at the end of 2019, and other outbreaks, which could disrupt our operations and adversely affect our business, financial condition and results of operations (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We face risks related to health epidemics such as the COVID-19 coronavirus outbreak originated in Wuhan city at the end of 2019, and other outbreaks, which could disrupt our operations and adversely affect our business, financial condition and results of operations.” on page 26 of the 2022 Annual Report);

●

our current corporate structure and business operations may be affected by the newly enacted Foreign Investment Law (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our current corporate structure and business operations may be affected by the newly enacted Foreign Investment Law.” on page 26 of the 2022 Annual Report);

●

PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may materially and adversely affect our business and impede our ability to continue our operations (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC laws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulations may materially and adversely affect our business and impede our ability to continue our operations.” on page 27 of the 2022 Annual Report);

●

government control in currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Government control in currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment.” on page 27 of the 2022 Annual Report);

●

because our business is conducted in RMB and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Because our business is conducted in RMB and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.” on page 28 of the 2022 Annual Report);

●

under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.” on page 28 of the 2022 Annual Report);

●

we may rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business.” on page 29 of the 2022 Annual Report);

●

there are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.” on page 29 of the 2022 Annual Report);

●

if we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation.” on page 30 of the 2022 Annual Report);

●

the disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.” on page 30 of the 2022 Annual Report);

●

the failure to comply with PRC regulations relating to mergers and acquisitions of domestic entities by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The failure to comply with PRC regulations relating to mergers and acquisitions of domestic entities by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure.” on page 31 of the 2022 Annual Report);

●

increases in labor costs in the PRC may adversely affect our business and our profitability (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China— Increases in labor costs in the PRC may adversely affect our business and our profitability.” on page 31 of the 2022 Annual Report);

●

failure to make adequate contributions to various employee benefits plans as required by PRC regulations may subject us to penalties (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China— Failure to make adequate contributions to various employee benefits plans as required by PRC regulations may subject us to penalties.” on page 32 of the 2022 Annual Report);

	●	any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.” on page 32 of the 2022 Annual Report);

	●	failure to make adequate contributions to the housing fund for some of our employees could adversely affect our financial condition and we may be subject to labor disputes or complaints (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Failure to make adequate contributions to the housing fund for some of our employees could adversely affect our financial condition and we may be subject to labor disputes or complaints.” on page 32 of the 2022 Annual Report);

	●	regulation and censorship of information disseminated over the internet in China may adversely affect our business and reputation and subject us to liability for information displayed on our website (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Regulation and censorship of information disseminated over the internet in China may adversely affect our business and reputation and subject us to liability for information displayed on our website.” on page 33 of the 2022 Annual Report);
	●	we may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations.” on page 33 of the 2022 Annual Report);

●

recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering” on page 35 of the 2022 Annual Report);

●

to the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of our Company, our subsidiaries, or the consolidated VIE by the PRC government to transfer cash (see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—To the extent cash in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of our Company, our subsidiaries, or the VIE by the PRC government to transfer cash” on page 37 of the 2022 Annual Report).

●

uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us (see “Risk Factors—Risks Relating to Doing Business in the PRC—Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us” on page 22 of this prospectus);

●

the Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless (see “Risk Factors––Risks Relating to Doing Business in PRC––The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless” on page 22 of this prospectus); and

●

recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S. (see “Risk Factors—Risks Relating to Doing Business in the PRC—Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.” on page 24 of this prospectus).

Risks Related to Our Business (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Our Industry” in our 2022 Annual Report)

Risks and uncertainties related to our business include, but are not limited to, the following:

	●	Our limited operating history and our limited experience in distributing insurance products, may not provide an adequate basis to judge our future prospects and results of operations (see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Our Industry—Our limited operating history and our limited experience in distributing insurance products, may not provide an adequate basis to judge our future prospects and results of operations.” on page 14 of the 2022 Annual Report);

	●	We are subject to all the risks and uncertainties in an industry which is still in development in China (see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Our Industry—We are subject to all the risks and uncertainties in an industry which is still in development in China.” on page 14 of the 2022 Annual Report);

	●	Because the commission revenue we earn on the sale of insurance products is based on premiums and commissions and fee rates set by insurance companies, any decrease in these premiums, commission or fee rates may have an adverse effect on our results of operation (see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Our Industry—Because the commission revenue we earn on the sale of insurance products is based on premiums and commissions and fee rates set by insurance companies, any decrease in these premiums, commission or fee rates may have an adverse effect on our results of operation.” on page 14 of the 2022 Annual Report);

●

Competition in our industry is intense and, if we are unable to compete effectively, we may lose customers and our financial results may be negatively affected (see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Our Industry—Competition in our industry is intense and, if we are unable to compete effectively, we may lose customers and our financial results may be negatively affected.” on page 15 of the 2022 Annual Report);

●

If our contracts with insurance companies are terminated or changed, our business and operating results could be adversely affected (see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Our Industry—If our contracts with insurance companies are terminated or changed, our business and operating results could be adversely affected.” on page 15 of the 2022 Annual Report);

	●	If our largest insurance company partners terminate or change the material terms of their contracts with us, it would be difficult for us to replace the lost commissions, which could adversely affect our business and operating results (see “Risk Factors—Risks Related to Our Business and Our Industry—If our largest insurance company partners terminate or change the material terms of their contracts with us, it would be difficult for us to replace the lost commissions, which could adversely affect our business and operating results.” on page 15 of the 2022 Annual Report);

	●	We may not be successful in implementing important new strategic initiatives, which may have an adverse impact on our business and financial results (see “Risk Factors—Risks Related to Our Business and Our Industry—We may not be successful in implementing important new strategic initiatives, which may have an adverse impact on our business and financial results.” on page 16 of the 2022 Annual Report);
	●	The investment in our online platform has not been successful, and our growth, business prospects and results of operations may be materially and adversely affected. (see “Risk Factors—Risks Related to Our Business and Our Industry—If our investments in our online platforms are not successful, our business and results of operations may be materially and adversely affected.” on page 16 of the 2022 Annual Report); and

●

Because our industry is highly regulated, any material changes in the regulatory environment could change the competitive landscape of our industry or require us to change the way we do business. The administration, interpretation and enforcement of the laws and regulations currently applicable to us could change rapidly. If we fail to comply with applicable laws and regulations, we may be subject to civil and criminal penalties or lose the ability to conduct business with our clients, which could materially and adversely affect our business and results of operations (see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Our Industry—Because our industry is highly regulated, any material changes in the regulatory environment could change the competitive landscape of our industry or require us to change the way we do business. The administration, interpretation and enforcement of the laws and regulations currently applicable to us could change rapidly. If we fail to comply with applicable laws and regulations, we may be subject to civil and criminal penalties or lose the ability to conduct business with our clients, which could materially and adversely affect our business and results of operations.” on page 17 of the 2022 Annual Report).

Risks Relating to Our Class A Ordinary Shares and the Trading Market (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Ordinary Shares and the Trading Market” in our 2022 Annual Report)

In addition to the risks described above, we are subject to general risks and uncertainties relating to our Class A Ordinary Shares and the trading market, including, but not limited to, the following:

●

we do not intend to pay dividends for the foreseeable future (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Risks Relating to Our Class A Ordinary Shares and the Trading Market—We do not intend to pay dividends for the foreseeable future” on page 37 of the 2022 Annual Report);

●

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Risks Relating to Our Class A Ordinary Shares and the Trading Market—If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.” on page 38 of the 2022 Annual Report);

●

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Risks Relating to Our Class A Ordinary Shares and the Trading Market—The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.” on page 38 of the 2022 Annual Report); and

●

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares (see “Item 3. Key Information—D. Risk Factors—Risks Relating to Risks Relating to Our Class A Ordinary Shares and the Trading Market—Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.” on page 38 of the 2022 Annual Report).

Permissions Required from PRC Authorities

Neither we, our subsidiaries, nor the VIE and its subsidiaries are currently required to obtain permission from any of the PRC authorities to issue our Class A Ordinary Shares to foreign investors, apart from the filing with the CSRC per the requirements of the Trial Measures. On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings. Based on the foregoing, we are an Existing Issuer, and is required to file with the CSRC for any subsequent offerings within 3 working days after the completion of each offering. See “Risk Factors—Risks Relating to Doing Business in the PRC—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.”

As of the date of this prospectus, our Company, our subsidiaries, the VIE and its subsidiaries have received from the PRC authorities all requisite licenses, permissions, or approvals that are required for conducting our operations in China, such as business licenses, insurance intermediary license, and internet insurance business qualification, except for the filing with the CSRC per the requirements of the Trial Measures, which is required to be filed within three working days after the completion of each subsequent offering. However, it is uncertain whether we or our PRC subsidiaries will be required to obtain additional approvals, licenses, or permits in connection with our business operations pursuant to evolving PRC laws and regulations, and whether we would be able to obtain and renew such approvals on a timely basis or at all. Failing to do so could result in a material change in our operations, and the value of our Class A ordinary shares could depreciate significantly or become worthless. See “Risk Factors—Risks Related to Our Business and Industry—We are subject to various approvals, licenses, permits, registrations and filings for our education and other services in the PRC.”

As advised by our PRC counsel, Jingshi Liaocheng, other than those requisite for a domestic company in China to engage in the businesses similar to those of the operating entities, our Company, our subsidiaries, the VIE and its subsidiaries are not required to obtain any permission from Chinese authorities, including the CAC, or any other governmental agency that is required to approve the operating entities’ operations. However, if our Company, our subsidiaries, the VIE and its subsidiaries do not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that the operating entities are required to obtain approval in the future, the operating entities may be subject to investigations by competent regulators, fines or penalties, ordered to suspend the operating entities’ relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in the operating entities’ operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. As of the date of this prospectus, except for the filing with the CSRC per the requirements of the Trial Measures, we, our subsidiaries, the VIE and its subsidiaries have received from PRC authorities all other requisite licenses, permissions, or approvals needed to engage in the businesses currently conducted in China, and no permission or approval has been denied.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. See “Risk Factors—Risks Relating to Doing Business in China—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless” of this prospectus.

On December 28, 2021, 13 governmental departments of the PRC, including the CAC, issued the revised Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries. Such requirement is reiterated on the Security Administration Draft, which was released by the CAC on November 14, 2021 for public consultation. As advised by our PRC counsel, Jingsh Liaocheng, as of the date of this prospectus, we are not subject to cybersecurity review or network data security review by the CAC, since (i) as insurance broker companies, we and the VIE and its subsidiaries are unlikely to be classified as CIIOs by the PRC regulatory agencies; (ii) we and the VIE and its subsidiaries currently possess personal information of a relatively small number of users in our business operations, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that may be required to pass such cybersecurity review, and we do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future; (iii) since we and the VIE and its subsidiaries are in the insurance industry, data processed in our business is unlikely to have a bearing on national security and therefore is unlikely to be classified as core or important data by the authorities. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. See “Risk Factors—Risks Relating to Doing Business in the PRC—Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering.”

We have been closely monitoring the development in the regulatory landscape in China, particularly regarding the requirement of approvals, including on a retrospective basis, from the CSRC, the CAC, or other PRC authorities with respect to this offering, as well as other procedures that may be imposed on us.

Asset Transfers Between Our Company, Our Subsidiaries, and the VIE

As of the date of this prospectus, our Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements. Our Company, our subsidiaries, and the VIE do not have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future.

The Company’s management is directly supervising cash management. Our finance department is responsible for establishing the cash management policies and procedures among our subsidiaries and departments and the VIE and its subsidiaries. Each subsidiary, department, or the VIE initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to designated management members of the Company, based on the amount and the use of cash requested. The designated management member examines and approves the allocation of cash based on the sources of cash and the priorities of the needs, and submit it to the cashier specialists of our finance department for a second review. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are transferred.

Cash transfers and transfers of other assets between TRX, its subsidiaries, and the VIE were as follows: During the fiscal year ended October 31, 2021, TRX transferred cash of approximately $12,340,000, $12,492,000 and $7,635,000 to its subsidiary in Hong Kong, the VIE and the VIE’s subsidiary, respectively. There was no other cash or assets transfer between TRX, its subsidiaries, and the VIE as of the date of this prospectus for fiscal year 2023, or during the years ended October 31, 2022 and 2020.

Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences

As of the date of this prospectus, none of our subsidiaries or the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Subject to the passive foreign investment company (“PFIC”) rules, the gross amount of distributions we make to investors with respect to our securities (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

Relevant PRC laws and regulations permit the companies in the PRC to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, each of the companies in the PRC are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. The companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends. Furthermore, in order for us to pay dividends to our shareholders, we will rely on payments made from the VIE to WFOE, pursuant to the VIE Agreements, and the distribution of such payments to TRX HK as dividends from WFOE, and then to our Company. If our subsidiaries and the VIE incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

Our cash dividends, if any, will be paid in U.S. dollars. If we are considered a tax resident enterprise of the PRC for tax purposes, any dividends we pay to our overseas shareholders may be regarded as PRC-sourced income and as a result may be subject to PRC withholding tax. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders” of the 2022 Annual Report.

The PRC government also imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. The majority of our and the PRC operating entities’ income is received in Renminbi and shortages in foreign currencies may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange as long as certain procedural requirements are met. Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders.

Any limitation on the ability of our subsidiaries and the VIE to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to conduct operations, make investments, engage in acquisitions, or undertake other activities requiring working capital. However, our operations and business, including investment and/or acquisitions by our subsidiaries and the VIE within the PRC, will not be affected as long as the capital is not transferred in or out of the PRC.

Selected Condensed Consolidating Financial Schedule

As a holding company with no material operations of our own, we conduct our operations through the VIE and its subsidiaries in the PRC. Our subsidiaries and the VIE and its subsidiaries as of the date of this prospectus are described below:


Name	Background	Ownership
Subsidiaries:
TRX HK	A Hong Kong company	100% owned by TRX
	Incorporated on March 20, 2019
TRX BJ	A PRC limited liability company and a wholly foreign owned enterprise	100% owned by TRX HK
	Incorporated on April 30, 2019
VIE:
TRX ZJ	A PRC limited liability company	VIE
	Incorporated on January 18, 2010
	Insurance products brokerage service provider
VIE’s subsidiaries:
NDB Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 1, 2016
TYDW Technology	A PRC limited liability company	100% owned by TRX ZJ
	Incorporated on December 12, 2016
Hengbang Insurance	A PRC limited liability company	99.8% owned by TRX ZJ
	Incorporated on October 27, 2015

The following tables present selected condensed consolidated statements of operations and comprehensive (loss) income and selected condensed consolidated statements of cash flows for the periods indicated, and selected condensed consolidated balance sheets as of indicated, which showing financial information for parent company, Tian Ruixiang Holdings Ltd, its subsidiaries, VIE and VIE’s subsidiaries, elimination, and consolidated information.

SELECTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

	For the Year Ended October 31, 2022
	TRX			Subsidiary						VIE and its
	(Cayman			(Hong			WFOE			Subsidiaries					Consolidated
	Islands)			Kong)			(PRC)			(PRC)			Eliminations		Total
Revenues	$	—		$	—		$	—		$	1,351,909		$	—	$	1,351,909
Loss from operations	$	(4,027,306	)	$	(22	)	$	(90,824	)	$	(950,762	)	$	—	$	(5,068,914	)
Consulting fee loss from VIE and VIE's subsidiaries	$	—		$	—		$	(702,956	)	$	—		$	702,956	$	—
Loss for equity method investment	$	(656,883	)	$	(793,713	)	$	—		$	—		$	1,450,596	$	—
Consulting fee in relation to services rendered by WFOE	$	—		$	—		$	—		$	(702,956	)	$	702,956	$	—
Net loss	$	(4,684,189	)	$	(656,883	)	$	(793,713	)	$	—		$	1,450,596	$	(4,684,189	)
Comprehensive loss	$	(4,684,189	)	$	(656,883	)	$	(735,311	)	$	(4,478,836	)	$	2,153,552	$	(8,401,667	)

	For the Year Ended October 31, 2021
	TRX			Subsidiary						VIE and its
	(Cayman			(Hong			WFOE			Subsidiaries					Consolidated
	Islands)			Kong)			(PRC)			(PRC)			Eliminations		Total
Revenues	$	—		$	—		$	14,552		$	2,776,065		$	—	$	2,790,617
Loss from operations	$	(775,119	)	$	(364	)	$	(245,598	)	$	(1,232,723	)	$	—	$	(2,253,804	)
Consulting fee loss from VIE and VIE's subsidiaries	$	—		$	—		$	(1,052,348	)	$	—		$	1,052,348	$	—
Loss for equity method investment	$	(1,169,458	)	$	(1,297,878	)	$	—		$	—		$	2,467,336	$	—
Consulting fee in relation to services rendered by WFOE	$	—		$	—		$	—		$	(1,052,348	)	$	1,052,348	$	—
Net loss	$	(1,944,577	)	$	(1,169,458	)	$	(1,297,878	)	$	—		$	2,467,336	$	(1,944,577	)
Comprehensive loss	$	(1,944,577	)	$	(1,169,458	)	$	(1,302,262	)	$	(833,841	)	$	3,519,684	$	(1,730,454	)

	For the Year Ended October 31, 2020
	TRX			Subsidiary						VIE and its
	(Cayman			(Hong			WFOE			Subsidiaries					Consolidated
	Islands)			Kong)			(PRC)			(PRC)		Eliminations			Total
Revenues	$	—		$	—		$	—		$	3,249,344	$	—		$	3,249,344
(Loss) income from operations	$	(5,060	)	$	(1,088	)	$	(46	)	$	566,336	$	—		$	560,142
Consulting fee income from VIE and VIE's subsidiaries	$	—		$	—		$	640,294		$	—	$	(640,294	)	$	—
Income for equity method investment	$	639,160		$	640,248		$	—		$	—	$	(1,279,408	)	$	—
Consulting fee in relation to services rendered by WFOE	$	—		$	—		$	—		$	640,294	$	(640,294	)	$	—
Net income	$	634,100		$	639,160		$	640,248		$	—	$	(1,279,408	)	$	634,100
Comprehensive income	$	634,100		$	639,160		$	640,246		$	1,061,015	$	(1,919,702	)	$	1,054,819

SELECTED CONDENSED CONSOLIDATED BALANCE SHEETS

	As of October 31, 2022
	TRX		Subsidiary					VIE and its
	(Cayman		(Hong		WFOE			Subsidiaries						Consolidated
	Islands)		Kong)		(PRC)			(PRC)			Eliminations			Total
Cash and cash equivalents	$	—	$	591	$	552		$	1,365		$	—		$	2,508
Restricted cash	$	—	$	—	$	—		$	692,734		$	—		$	692,734
Short-term investments	$	—	$	—	$	—		$	26,179,662		$	—		$	26,179,662
Note receivable	$	—	$	7,500,000	$	—		$	—		$	—		$	7,500,000
Consulting fee receivable due from VIE and VIE's subsidiaries	$	—	$	—	$	(1,183,163	)	$	—		$	1,183,163		$	—
Total current assets	$	—	$	7,762,783	$	(1,167,350	)	$	27,095,289		$	1,167,902		$	34,858,624
Investments in a subsidiary	$	34,031,304	$	6,181,567	$	—		$	—		$	(40,212,871	)	$	—
Accumulated benefits through VIE and VIE's subsidiaries	$	—	$	—	$	—		$	—		$	—		$	—
Total non-current assets	$	34,031,304	$	6,181,567	$	—		$	172,204		$	(40,212,871	)	$	172,204
Total assets	$	34,031,304	$	13,944,350	$	(1,167,350	)	$	27,267,493		$	(39,044,969	)	$	35,030,828
Consulting fee payable due to WFOE	$	—	$	—	$	—		$	(1,183,163	)	$	1,183,163		$	—
Total liabilities	$	549,282	$	7,498,621	$	454,110		$	(180,682	)	$	(6,772,525	)	$	1,548,806
Total equity	$	33,482,022	$	6,445,729	$	(1,621,460	)	$	27,448,175		$	(32,272,444	)	$	33,482,022
Total liabilities and equity	$	34,031,304	$	13,944,350	$	(1,167,350	)	$	27,267,493		$	(39,044,969	)	$	35,030,828

	As of October 31, 2021
	TRX		Subsidiary					VIE and its
	(Cayman		(Hong		WFOE			Subsidiaries						Consolidated
	Islands)		Kong)		(PRC)			(PRC)			Eliminations			Total
Cash and cash equivalents	$	57,126	$	635	$	190,433		$	29,776,178		$	—		$	30,024,372
Restricted cash	$	—	$	—	$	—		$	819,269		$	—		$	819,269
Consulting fee receivable due from VIE and VIE's subsidiaries	$	—	$	—	$	(480,207	)	$	—		$	480,207		$	—
Total current assets	$	279,814	$	635	$	(263,282	)	$	31,132,765		$	480,207		$	31,630,139
Investments in a subsidiary	$	38,757,421	$	6,916,878	$	—		$	—		$	(45,674,299	)	$	—
Accumulated benefits through VIE and VIE's subsidiaries	$	—	$	—	$	—		$	—		$	—		$	—
Total non-current assets	$	38,757,421	$	14,529,892	$	—		$	1,107,313		$	(45,674,299	)	$	8,720,327
Total assets	$	39,037,235	$	14,530,527	$	(263,282	)	$	32,240,078		$	(45,194,092	)	$	40,350,466
Consulting fee payable due to WFOE	$	—	$	—	$	—		$	(480,207	)	$	480,207		$	—
Total liabilities	$	42,333	$	7,486,317	$	622,867		$	833,024		$	(7,628,977	)	$	1,355,564
Total equity	$	38,994,902	$	7,044,210	$	(886,149	)	$	31,407,054		$	(37,565,115	)	$	38,994,902
Total liabilities and equity	$	39,037,235	$	14,530,527	$	(263,282	)	$	32,240,078		$	(45,194,092	)	$	40,350,466

	As of October 31, 2020
	TRX		Subsidiary				VIE and its
	(Cayman		(Hong		WFOE		Subsidiaries					Consolidated
	Islands)		Kong)		(PRC)		(PRC)		Eliminations			Total
Cash and cash equivalents	$	220	$	—	$	25	$	6,137,444	$	—		$	6,137,689
Restricted cash	$	—	$	—	$	—	$	785,806	$	—		$	785,806
Consulting fee receivable due from VIE and VIE's subsidiaries	$	—	$	—	$	572,141	$	—	$	(572,141	)	$	—
Total current assets	$	240	$	—	$	572,166	$	9,560,332	$	(572,141	)	$	9,560,597
Investments in a subsidiary	$	8,638,773	$	8,219,140	$	—	$	—	$	(16,857,913	)	$	—
Accumulated benefits through VIE and VIE's subsidiaries	$	—	$	—	$	—	$	—	$	—		$	—
Total non-current assets	$	8,638,773	$	8,219,140	$	—	$	499,876	$	(16,857,913	)	$	499,876
Total assets	$	8,639,013	$	8,219,140	$	572,166	$	10,060,208	$	(17,430,054	)	$	10,060,473
Consulting fee payable due to WFOE	$	—	$	—	$	—	$	572,141	$	(572,141	)	$	—
Total liabilities	$	300	$	1,088	$	73	$	1,992,513	$	(572,214	)	$	1,421,760
Total equity	$	8,638,713	$	8,218,052	$	572,093	$	8,067,695	$	(16,857,840	)	$	8,638,713
Total liabilities and equity	$	8,639,013	$	8,219,140	$	572,166	$	10,060,208	$	(17,430,054	)	$	10,060,473

SELECTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended October 31, 2022
	TRX			Subsidiary						VIE and its
	(Cayman			(Hong			WFOE			Subsidiaries						Consolidated
	Islands)			Kong)			(PRC)			(PRC)			Eliminations			Total
Net cash (used in) provided by operating activities	$	(408,882	)	$	(44	)	$	(81,952	)	$	292,118		$	—		$	(198,760	)
Net cash used in investing activities	$	—		$	—		$	(101,800	)	$	(28,897,466	)	$	101,800		$	(28,897,466	)
Net cash provided by financing activities	$	351,756		$	—		$	—		$	—		$	(351,756	)	$	—

	For the Year Ended October 31, 2021
	TRX			Subsidiary						VIE and its
	(Cayman			(Hong			WFOE			Subsidiaries					Consolidated
	Islands)			Kong)			(PRC)			(PRC)			Eliminations		Total
Net cash (used in) provided by operating activities	$	(955,774	)	$	14,318		$	(271,706	)	$	(150,776	)	$	—	$	(1,363,938	)
Net cash used in investing activities	$	(32,314,003	)	$	(7,500,000	)	$	—		$	(3,411	)	$	32,314,003	$	(7,503,411	)
Net cash provided by (used in) financing activities	$	33,326,683		$	(13,683	)	$	459,839		$	(1,130,358	)	$	—	$	32,642,481

	For the Year Ended October 31, 2020
	TRX			Subsidiary				VIE and its
	(Cayman			(Hong		WFOE		Subsidiaries					Consolidated
	Islands)			Kong)		(PRC)		(PRC)			Eliminations		Total
Net cash (used in) provided by operating activities	$	(4,760	)	$	—	$	24	$	(43,433	)	$	—	$	(48,169	)
Net cash used in investing activities	$	—		$	—	$	—	$	(3,457	)	$	—	$	(3,457	)
Net cash provided by (used in) financing activities	$	4,980		$	—	$	—	$	(483,225	)	$	—	$	(478,245	)

The following table shows the roll-forward of investments in subsidiaries:

ROLL-FORWARD OF INVESTMENTS IN SUBSIDIARIES

Balance as of October 31, 2019	$	7,578,894
Share of subsidiaries, VIE and VIE's subsidiaries' comprehensive income		1,059,879
Balance as of October 31, 2020	$	8,638,773
Additional investment in subsidiaries		31,073,983
Share of subsidiaries, VIE and VIE's subsidiaries' comprehensive loss		(955,335	)
Balance as of October 31, 2021	$	38,757,421
Decrease in investment in subsidiaries		(351,756	)
Share of subsidiaries, VIE and VIE's subsidiaries' comprehensive loss		(4,374,361	)
Balance as of October 31, 2022	$	34,031,304

Corporate Information

Our principal executive offices are located at: Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, The People’s Republic of China, and our phone number is +86- (010) 87529554. Our registered office in the Cayman Islands is located at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. We maintain a corporate website at http://www.tianrx.com. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

RISK FACTORS

Investing in our securities involves risks. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in the applicable prospectus supplement and under the heading “Item 3. Key Information—D. Risk Factors” in the 2022 Annual Report, which is incorporated in this prospectus by reference, as updated by our subsequent filings under the Exchange Act that are incorporated herein by reference, together with all of the other information appearing in this prospectus or incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. In addition to those risk factors, there may be additional risks and uncertainties of which management is not aware or focused on or that management deems immaterial. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.

In addition, investing in our securities is highly speculative and involves a significant degree of risk. We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through the VIE and its subsidiaries in the PRC. We do not have any equity ownership of the VIE; instead, for accounting purposes, we control and receive the economic benefits of the VIE’s business operations through the VIE Agreements, which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements for accounting purposes under U.S. GAAP. Our securities offered in this offering are securities of TRX, the offshore holding company in the Cayman Islands, instead of securities of the VIE or its subsidiaries in the PRC. The Chinese regulatory authorities could disallow our structure, which could result in a material change in our operations and the value of our securities could decline or become worthless. Set forth below are certain risks related to the VIE structure and recent regulatory initiatives implemented by the relevant PRC government entities.

Risks Relating to Our Corporate Structure

If the PRC government determines that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

According to our PRC counsel, Jingsh Liaocheng, based on its understandings of the relevant PRC laws and regulations, (i) the ownership structures of the VIE and WFOE is currently not in violation of applicable PRC laws and regulations currently in effect; and (ii) each of the VIE Agreements is legal, valid, binding, and enforceable in accordance with its terms and applicable PRC laws and regulations. Our PRC counsel, Jingsh Liaocheng, however, has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. The VIE Agreements have not been tested in a court of law in the PRC as of the date of this prospectus. Accordingly, the PRC regulatory authorities may ultimately take a view contrary to the opinion of our PRC counsel. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide.

If our corporate structure and the VIE Agreements are determined as illegal or invalid by the competent court in the PRC, arbitral tribunal, or regulatory authorities, we may be unable to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, or we or the VIE fails to obtain or maintain any required permits or approvals, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

	●	revoking the business and/or operating licenses of WFOE or the VIE;

	●	discontinuing or restricting the operations of WFOE or the VIE;

	●	imposing conditions or requirements with which we, WFOE, or the VIE may not be able to comply;

	●	requiring us, WFOE, or the VIE to change our corporate structure and contractual arrangements;

	●	restricting or prohibiting our use of the proceeds from our public offering to finance the business and operations of the VIE and its subsidiaries in the PRC; and

	●	imposing fines.

The imposition of any of these penalties would result in a material and adverse effect on the VIE and its subsidiaries’ ability to conduct their business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of the VIE in our consolidated financial statements, if the PRC government authorities were to find our legal structure and the VIE Agreements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of the VIE or our right to receive substantially all the economic benefits and residual returns from the VIE and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of the VIE in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations, and our securities may decline in value or become worthless.

Risks Relating to Doing Business in the PRC

Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with third parties in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with little advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our current understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

The legal system in the PRC is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. In addition, any new or changes in PRC laws and regulations related to foreign investment in the PRC could affect the business environment and our ability to operate our business in the PRC.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in the PRC may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy in the legal system in the PRC than in more developed legal systems. Furthermore, the legal system in the PRC is based in part on government policies, internal rules, and regulations (some of which are not published in a timely manner or at all) that may have retroactive effect and may change quickly with little advance notice. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual, property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in the PRC could materially and adversely affect our business and impede our ability to continue our operations.

Such uncertainties, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof, could limit the legal protections available to us and our investors, including you.

The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.

Recent statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in the PRC that are to be conducted in foreign markets, as well as foreign investment in China-based issuers. For example, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies.

Furthermore, on February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings. Based on the foregoing, we are an Existing Issuer, and is required to file with the CSRC for any subsequent offerings within 3 working days after the completion of each offering.

Notwithstanding the above, our PRC counsel has further advised us that uncertainties still exist as to whether we, our subsidiaries, or the VIE or any of its subsidiaries are required to obtain permissions from the CAC, the CSRC, or any other governmental agency that is required to approve our operations and/or offering. We have been closely monitoring the development in the regulatory landscape in the PRC, particularly regarding the requirement of approvals, including on a retrospective basis, from the CAC, the CSRC, or other PRC authorities with respect to this offering, as well as other procedures that may be imposed on us. In the event that we, our subsidiaries, or the VIE or any of its subsidiaries are subject to the compliance requirements, we cannot assure you that any of these entities will be able to receive clearance of such compliance requirements in a timely manner, or at all. Any failure of our Company, our subsidiaries, or the VIE or any of its subsidiaries to fully comply with new regulatory requirements may subject us to regulatory actions, such as fines, relevant businesses or operations suspension for rectification, revocation of relevant business permits or operational license, or other sanctions, which may significantly limit or completely hinder our ability to offer or continue to offer our securities cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless.

Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or the board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditor. On October 4, 2021, the SEC approved Nasdaq’s revised proposal for the rule changes.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two, and thus, would reduce the time before our securities may be prohibited from trading or delisted.

On September 22, 2021, the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in the PRC and in Hong Kong because of positions taken by the PRC and Hong Kong authorities in those jurisdictions.

On August 26, 2022, the CSRC, MOF, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination.

On December 23, 2022 the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, provisions of the AHFCAA, which reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

Our auditor, RBSM LLP, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor. However, the recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us since we are an emerging growth company and substantial all of our operations are conducting in China. Furthermore, the Holding Foreign Companies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three years, may result in the delisting of our Company or prohibition of trading in our securities in the future if the PCAOB is unable to inspect our accounting firm at such future time. The Accelerating Holding Foreign Companies Accountable Act reduced the period of time for foreign companies to comply with PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time. In addition, delisting may cause a significant decrease in or a total loss of the value of our securities. Although a shareholder's ownership of our Company may not decrease directly from delisting, the ownership may become worth much less, or, in some cases, lose its entire value.

SEC Form 424B5 filed by TIAN RUIXIANG Holdings Ltd