Form 6-K TIAN RUIXIANG HOLDINGS For: Feb 01

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2021

 

Commission File Number: 001- 333-235727

 

TIAN RUIXIANG Holdings Ltd

21A Jingyuan Art Center, 3 Guangqu Road,

Chaoyang District, Beijing, People’s Republic of China

(010) 87529554 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

 

Yes ¨ No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

On January 29, 2021, TIAN RUIXIANG Holdings Ltd (the “Company”) closed its initial public offering (“IPO”) of 3,000,000 Class A ordinary shares, par value $0.001 per share (the “Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-235727), originally filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2019 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on January 26, 2021. The Class A ordinary shares were priced at $4.00 per share and the offering was conducted on a firm commitment basis. The Class A ordinary shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “TIRX” on January 27, 2021.

 

In connection with the IPO, the Company issued a press release on January 26, 2021 announcing the pricing of the IPO and a press release on January 29, 2021 announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

 

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	TIAN RUIXIANG Holdings Ltd
Date: February 1, 2021	By:	/s/ Zhe Wang
	Name:	Zhe Wang
	Title:	Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release on Pricing of the Company’s Initial Public Offering
99.2		Press Release on Closing of the Company’s Initial Public Offering

 

 

 

Exhibit 99.1

 

TIAN RUIXIANG Holdings Ltd Announces Pricing of Initial Public Offering

 

Beijing, China, January 27, 2021 – TIAN RUIXIANG Holdings Ltd (the “Company”), a China-based insurance broker, today announced the pricing of its initial public offering ("Offering") of up to 3,000,000 Class A ordinary shares at a public offering price of US$4 per share. The Class A ordinary shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on January 27, 2021 under the ticker symbol “TIRX”.

 

The Company expects to receive aggregate gross proceeds of US$12 million from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 450,000 Class A ordinary shares at the public offering price. The Offering is expected to close on or about January 29, 2021, subject to the satisfaction of customary closing conditions.

 

Proceeds from the Offering will be used for opening up new branches; research, development and operational investment on the Company’s new Internet insurance center, and general working capital.

 

The Offering is being conducted on a firm commitment basis. Network 1 Financial Securities, Inc. is acting as the underwriter for the Offering. Hunter Taubman Fischer & Li LLC acted as counsel to the Company, and VCL Law LLP acted as counsel to Network 1 Financial Securities, Inc. in connection with the Offering.

 

A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (“SEC”) (File Number: 333-235727) and was declared effective by the SEC on January 26, 2021. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Network 1 Financial Securities, by email at [email protected], by calling +1 (800)-886-7007 or standard mail to Network 1 Financial Securities, 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.

 

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

 

About TIAN RUIXIANG Holdings Ltd

 

TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as automobile insurance, commercial property insurance, liability insurance; and (2) life insurance, such as individual and group life insurances. For more information, visit the Company’s website at http://ir.tianrx.com/.

 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

 

For more information, please contact:

 

Sherry Zheng

Weitian Group LLC

Phone: 718-213-7386

Email: [email protected]

 

 

 

Exhibit 99.2

 

TIAN RUIXIANG Holdings Ltd Announces Closing of Initial Public Offering

 

Beijing, China, February 1, 2021 – TIAN RUIXIANG Holdings Ltd (the “Company”), a China-based insurance broker, today announced the closing of its initial public offering (“Offering”) of 3,000,000 Class A ordinary shares at a public offering price of US$ 4 per share. The Company received aggregate gross proceeds of US$ 12 million from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 450,000 Class A ordinary shares at the public offering price.

 

The Class A ordinary shares commenced trading on the Nasdaq Capital Market on January 27, 2021 under the ticker symbol “TIRX.”

 

Proceeds from the Offering will be used for opening up new branches; research, development and operational investment on the Company’s new Internet insurance center, and general working capital.

 

Network 1 Financial Securities, Inc. and Brilliant Norton Securities Company Limited acted as the underwriters for the Offering. Hunter Taubman Fischer & Li LLC acted as counsel to the Company, and VCL Law LLP acted as counsel to Network 1 Financial Securities, Inc. in connection with the Offering.

 

A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (“SEC”) (File Number: 333-235727) and was declared effective by the SEC on January 26, 2021. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Network 1 Financial Securities, by email at [email protected], by calling +1 (800)-886-7007 or standard mail to Network 1 Financial Securities, 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC's website at www.sec.gov.

 

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

 

About TIAN RUIXIANG Holdings Ltd

 

TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as automobile insurance, commercial property insurance, liability insurance; and (2) life insurance, such as individual and group life insurances. For more information, visit the company’s website at http://ir.tianrx.com/..

 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

 

For more information, please contact:

 

Sherry Zheng

Weitian Group LLC

Phone: 718-213-7386

Email: [email protected]

 

 

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