IPO - TIAN RUIXIANG HOLDINGS LTD

Form Type: F-1

Filing Date: 2025-01-02

Corporate Action: Ipo

Type: New

Accession Number: 000110465925000323

Filing Summary: TIAN RUIXIANG Holdings Ltd filed a registration statement for an initial public offering (IPO) of 11,494,445 Class A Ordinary Shares. The offering involves shares sold by selling shareholders, with a par value of $0.025 each. The selling shareholders include purchasers from subscription agreements dated November 1, 2024, resulting in the potential sale of up to 5,400,000 issued and an additional 5,400,000 shares issuable. Furthermore, 694,445 shares were issued pursuant to a sale and purchase agreement from February 12, 2024. The company is classified as an emerging growth company and is registered under the Securities Act of 1933, awaiting the effective declaration of its registration statement. Additionally, the company faces legal and regulatory challenges associated with its operations in China, including potential risks from the judicial freezing of shares of its variable interest entity (VIE) and changes in PRC regulations affecting overseas listings. It is notable that the company is reliant on contractual arrangements to operate its business in China while navigating constraints from both Chinese regulatory bodies and U.S. accounting standards, potentially impacting its ability to issue dividends in the future. The last reported sale price for Class A Ordinary Shares was $1.71 per share on December 31, 2024, and any proceeds from the offerings will not contribute to the company directly, as they pertain to selling shareholders.

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