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TIAN RUIXIANG Holdings Ltd. Reports Major Share Deal in January 2025

$TIRX
Form 6-K
Filed on: 2025-01-10
Source
TIAN RUIXIANG Holdings Ltd. Reports Major Share Deal in January 2025

Here are the key insights extracted from the financial report of TIAN RUIXIANG Holdings Ltd. as detailed in the Form 6-K:

  1. Date and Type of Filing: The filing is a Form 6-K submitted on January 10, 2025, reporting significant corporate activity for the month of January 2025.
  2. Company Information:
  • Name: TIAN RUIXIANG Holdings Ltd.
  • Headquarters: Room 918, Jingding Building, Xicheng District, Beijing, People's Republic of China.
  • Commission File Number: 001-39925.
  1. Material Definitive Agreement:
  • On January 7, 2025, TIAN RUIXIANG Holdings Ltd. entered into a Subscription Agreement with Unitrust Holding Limited.
  • Unitrust's Current Holdings: Unitrust currently holds 570,100 Class A ordinary shares and 50,000 Class B ordinary shares, totaling about 17% of the voting power in the company.
  1. Transaction Details:
  • Under the Subscription Agreement, TIAN RUIXIANG will sell 1,000,000 Class B ordinary shares to Unitrust for $2.31 per share, amounting to a total of $2,310,000.
  • Class B shares grant 18 votes per share compared to 1 vote per Class A share, indicating significantly greater voting power for Class B shareholders.
  1. Valuation Context:
  • The purchase price for the Class B shares was based on a third-party valuation report dated January 7, 2025, reflecting a premium associated with the enhanced voting and conversion rights of Class B shares.
  1. Impact on Voting Power: After this transaction, Unitrust will control approximately 73% of the total voting power of TIAN RUIXIANG Holdings, indicating a substantial increase in influence over corporate governance.
  2. Approval and Closing:
  • The transaction has been approved by the Board of Directors and the audit committee.
  • The closing of the transaction is expected to occur before January 26, 2025.
  1. Market Context: Prior to the agreement, the last trading price of Class A ordinary shares was noted at $1.82 on January 6, 2025, highlighting a premium paid for the Class B shares.

The report indicates a significant shift in ownership structure and voting power within TIAN RUIXIANG Holdings Ltd., with implications for corporate governance and control moving forward.