Filing Details
- Accession Number:
- 0001104659-25-066325
- Form Type:
- 13D Filing
- Publication Date:
- 2025-07-07 20:00:00
- Filed By:
- Mufang Gao
- Company:
- Tian Ruixiang Holdings Ltd
- Filing Date:
- 2025-07-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mufang Gao | 0 | 3,250,900 | 0 | 3,250,900 | 3,250,900 | 2.65% |
| Unitrust Holdings Limited | 0 | 2,008,900 | 0 | 2,008,900 | 2,008,900 | 1.64% |
| Plenty Holdings Company Limited | 0 | 540,000 | 0 | 540,000 | 540,000 | 0.45% |
| ES-Shining Unity Holdings Limited | 0 | 702,000 | 0 | 702,000 | 702,000 | 0.58% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
TIAN RUIXIANG HOLDINGS LTD (Name of Issuer) |
Class A ordinary share, par value $0.025 per share (Title of Class of Securities) |
G8884K128 (CUSIP Number) |
Mufang Gao Room 918, Jingding Building,, Xicheng District Beijing, F4, 100000 (010) 87529554 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
Mufang Gao | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,250,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Row 8, 10, and 11 include: (a) 570,100 class A ordinary shares, 1,050,000 class B ordinary shares, and the right to purchase up to 388,800 class A ordinary shares held by Unitrust Holdings Limited; (b) 270,000 class A ordinary shares and the right to purchase up to 270,000 class A ordinary shares held by Plenty Holdings Company Limited; and (c) 351,000 class A ordinary shares the right to purchase up to 351,000 class A ordinary shares held by ES-Shining Unity Holdings Limited. Each Class B ordinary share can be converted to one Class A ordinary share at any time at the option of the holder. Mufang Gao, as the sole director and controlling shareholder of Unitrust Holdings Limited, Plenty Holdings Company Limited, and ES-Shining Unity Holdings Limited, has the dispositive and voting power over the shares held by each of these entities.
Row 13 is calculated based on 121,807,154 shares, consisting of 120,757,154 Class A ordinary shares (1 vote per share) outstanding as of June 30, 2025, as provided by the Issuer, 1,050,000 Class B ordinary shares (600 votes per share), and the right to purchase up to 1,009,800 class A ordinary shares.
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
Unitrust Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,008,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.64 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 8, 10, and 11 include 570,100 class A ordinary shares, 1,050,000 class B ordinary shares and the right to purchase up to 388,800 class A ordinary shares held by Unitrust Holdings Limited. Each Class B ordinary share can be converted to one Class A ordinary share at any time at the option of the holder. Mufang Gao, as the sole director and controlling shareholder of Unitrust Holdings Limited, has the dispositive and voting power over the shares held by this entity.
Row 13 is calculated based on 122,195,954 shares, consisting of 120,757,154 Class A ordinary shares (1 vote per share) outstanding as of June 30, 2025, as provided by the Issuer, 1,050,000 Class B ordinary shares (600 votes per share), and the right to purchase up to 388,800 class A ordinary shares.
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
Plenty Holdings Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
540,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.45 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 8, 10, and 11 include 270,000 class A ordinary shares and the right to purchase up to 270,000 class A ordinary shares held by Plenty Holdings Company Limited. Mufang Gao, as the sole director and controlling shareholder of Plenty Holdings Company Limited, has the dispositive and voting power over the shares held by this entity. Row 13 is calculated based on 121,027,154 shares, consisting of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer, and the right to purchase up to 270,000 class A ordinary shares.
SCHEDULE 13D
|
| CUSIP No. | G8884K128 |
| 1 |
Name of reporting person
ES-Shining Unity Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
702,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.58 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 8, 10, and 11 include 351,000 class A ordinary shares and the right to purchase up to 3510,000 class A ordinary shares held by ES-Shining Unity Holdings Limited. Mufang Gao, as the sole director and controlling shareholder of ES-Shining Unity Holdings Limited, has the dispositive and voting power over the shares held by this entity. Row 13 is calculated based on 121,108,154 shares, consisting of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer, and the right to purchase up to 351,000 class A ordinary shares.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary share, par value $0.025 per share | |
| (b) | Name of Issuer:
TIAN RUIXIANG HOLDINGS LTD | |
| (c) | Address of Issuer's Principal Executive Offices:
Room 918, Jingding Building, Xicheng District, Beijing,
CHINA
, 100000. | |
Item 1 Comment:
This Schedule 13D/A amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on August 18, 2023, the Schedule 13D/A filed with the SEC on June 10, 2024, and the Schedule 13D filed with the SEC on June 4, 2025 (collectively, the "Original Schedule 13D"). Except as specifically provided herein, this amendment does not modify any of the information previously reported on the Original Schedule 13D. All disclosure in respect of items and exhibits contained in the Original Schedule 13D where no new information is provided for such item in this amendment is incorporated herein by reference. Capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original Schedule 13D.
This Amendment is being filed solely due to a change in the aggregate number of securities of the Issuer outstanding. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | References to percentage ownerships of Class A ordinary share in this Amendment are based upon the 120,757,154 shares of Class A ordinary share stated to be outstanding as of June 30, 2025, as provided by the Issuer.
Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this amendment are hereby incorporated by reference in this Item 5. | |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this amendment are hereby incorporated by reference in this Item 5. | |
| (c) | Other than as described herein, the Reporting Persons have not effected any transactions in the Issuer's securities during the 60 days preceding the date of this report. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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