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 ~~January~~ February 2026

Commission File Number: 001-39925

TIAN RUIXIANG Holdings Ltd

2107, Block B, Shoudong International

Dongcheng District, Beijing

People’s Republic of China

(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 ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

AsOn ~~previously~~February ~~disclosed~~3, ~~on January 29,~~ 2026, TIAN RUIXIANG Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) ,entered into a ~~securities~~definitive ~~purchase~~ agreement ~~(the~~with ~~“Purchase~~certain ~~Agreement”)~~investors ~~with certain~~for ~~institutional~~the ~~investors~~purchase ~~named~~and ~~thereto~~sale ~~(the~~of ~~“Purchasers”),~~an ~~pursuant to~~aggregate ~~which~~of $900,000 of the Company’s ~~agreed~~Class A toordinary ~~issue and sell~~share, inpar avalue ~~registered~~$0.125 ~~direct~~per ~~offering~~share (the “~~Offering~~Shares”): (ior pre-funded warrants in lieu thereof) ~~6,255,000~~ ~~Class A ordinary~~at ~~shares,~~a ~~par~~purchase ~~value~~price of $0.125 per share ~~(the~~in ~~“Class A~~a ~~Ordinary~~registered ~~Shares”)~~direct offering. The Company and ~~(ii)~~the investors mutually agree to ~~33,748,076~~additional ~~Pre-Funded~~closings ~~Warrants~~on or before tothe ~~purchase~~30th calendar day anniversary of the initial closing date, of up to 331,~~748,076~~000% ~~Class A~~of ~~Ordinary~~the number of Shares (~~the~~or ~~“Pre~~pre-~~Funded~~funded warrants ~~Warrants”~~in ~~and~~lieu ~~each~~thereof) afor ~~“Pre-Funded~~all ~~Warrant”), exercisable~~purchases under the agreement at anthe ~~initial~~same ~~exercise~~purchase price of $0.125 per share by delivery of one or more written notices.

~~The~~In ~~Offering~~addition, the ~~closed~~Company onis ~~January 30,~~reducing ~~2026. The~~the ~~Company~~exercise ~~received~~price ~~approximately~~of ~~$5.2~~all ~~million~~of inthe ~~gross~~Ordinary ~~proceeds~~Warrants ~~from~~(as defined therein) to purchase certain of the ~~Offering~~Company’s Class A ordinary share issued to the same investors on October 14, ~~before~~2025 ~~deducting~~pursuant ~~placement~~to ~~agent~~the ~~fees~~Company’s ~~and~~prospectus ~~estimated~~supplement filed on ~~offering~~October ~~expenses.~~14, ~~The~~2025 ~~Company~~with ~~intends~~the SEC to ~~use~~shelf ~~the~~registration ~~net~~statement ~~proceeds~~on ~~from~~Form F-3 (File No. 333-269348), as amended, previously filed by the ~~Offering~~Company ~~for~~and ~~working~~declared ~~capital~~effective by the U.S. Securities and ~~general~~Exchange ~~corporate~~Commission ~~purposes~~(“SEC”) on May 31, 2023 (the “Registration Statement”).

The ~~Pre-Funded~~ ~~Warrants~~aggregate ~~were~~gross ~~sold~~proceeds to the ~~Purchasers,~~Company ~~whose purchase~~ of ~~the Shares in the Offering would otherwise have resulted in the Purchasers,~~ ~~together~~this ~~with~~offering ~~its~~are ~~affiliates~~expected and certain related parties, at the election of the Purchasers, beneficially owning more than 4.99% or 9.99% of the outstanding share capital of the Company following the consummation of the Offering. Each Pre-Funded Warrant represents the right to ~~purchase~~be ~~one~~approximately ~~Class A Ordinary Share at an exercise price of~~ $0900,000.~~125~~ ~~per share.~~ The ~~Pre-Funded~~transaction ~~Warrants~~is ~~are~~expected ~~exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject~~ to ~~the~~close ~~beneficial~~on ~~ownership~~or ~~limitation~~about ~~described above).~~February ~~As of January 30~~4, 2026, ~~the~~subject ~~Purchasers have exercised~~ to the ~~Pre-Funded~~satisfaction ~~Warrants to purchase an aggregate~~ of ~~24,370,000~~customary ~~Class A~~closing ~~Ordinary~~conditions. ~~Shares,~~The ~~and the~~ Company ~~has~~plans ~~issued~~to ~~24,370,000~~use ~~Class A Ordinary~~the ~~Shares~~process infor ~~accordance~~working ~~with~~capital ~~the~~and ~~terms~~general ofcorporate ~~the Pre-Funded Warrants~~purposes.

~~The~~Univest ~~Purchase Agreement contains customary representations~~Securities, ~~warranties~~ ~~and~~LLC ~~agreements~~is byacting ~~the~~as ~~Company, customary conditions to closing, indemnification obligations of~~ the ~~Company, other obligations~~sole ofplacement ~~the parties, and termination provisions~~agent.

InThe ~~addition,~~registered ~~the~~direct ~~Company~~offering ~~agreed~~is ~~that~~being ~~for~~made ~~a period~~pursuant ~~of 90 calendar days from the closing date of the Offering, it will not: (i) issue, enter into any agreement~~ to ~~issue or announce~~ the ~~issuance~~Registration orStatement. ~~proposed issuance of any Class~~ A ~~Ordinary~~final ~~Shares~~prospectus orsupplement ~~equivalent~~and ~~securities;~~accompanying ~~or (ii) file any registration statement~~prospectus ordescribing ~~amendment~~the orterms ~~supplement~~of ~~thereto (other than~~ the ~~Prospectus~~proposed ~~Supplement,~~offering orwill onbe ~~Form S-8~~filed ~~or in connection~~ with ~~any employee benefit plan). In addition,~~ the ~~Company~~SEC ~~agreed~~and ~~that it~~ will ~~not~~be ~~conduct~~available ~~any~~on ~~sales~~the ofSEC's ~~Class A~~website ~~Ordinary~~located ~~Shares~~at ~~or equivalent securities involving~~http://www.sec.gov. aElectronic ~~variable~~copies ~~rate~~of ~~transaction (as defined in~~ the ~~Purchase~~final ~~Agreement)~~prospectus ~~for~~supplement aand ~~period~~the ofaccompanying ~~one~~prospectus ~~year~~may ~~from~~be ~~the~~obtained, ~~closing~~when ~~date~~available, ofby ~~the~~contacting ~~Offering~~Univest Securities, ~~subject to~~LLC ~~certain~~at ~~exceptions~~info@univest.us, asor ~~described~~by incalling ~~the~~+1 ~~Purchase~~(212) ~~Agreement~~343-8888.

~~The~~This ~~Shares,~~current ~~the~~report ~~Pre-Funded~~on ~~Warrants~~Form ~~and~~6-K ~~the~~does ~~Class A~~not constitute ~~Ordinary~~an ~~Shares~~offer ~~underlying~~to ~~the~~sell ~~Pre-funded~~or ~~Warrants~~the ~~(together~~solicitation ~~with~~of ~~the~~an ~~Shares~~offer ~~and~~to ~~the~~buy, ~~Pre-Funded~~nor ~~Warrants,~~will ~~the~~there ~~“Securities”) were~~be ~~offered~~any bysales ~~the~~of ~~Company~~such ~~pursuant~~securities toin aany ~~registration~~jurisdiction ~~statement~~in onwhich such ~~Form F-3~~offer, assolicitation ~~amended~~or ~~(File~~sale ~~No. 333-269348)~~would ~~(the~~be ~~“Registration Statement”),~~unlawful ~~previously~~prior ~~filed~~to ~~and~~registration ~~declared~~or ~~effective~~qualification byunder the ~~Securities~~securities ~~and~~laws ~~Exchange~~of ~~Commission~~such (jurisdiction. Copies of the ~~“Commission”)~~prospectus ~~on May 31,~~supplement ~~2023~~relating to the registered direct offering, together with the accompanying base prospectus will be filed asby ~~part of~~ the ~~Registration~~Company ~~Statement~~and, ~~and~~upon ~~the~~filing, ~~prospectus~~can ~~supplement~~be ~~dated~~obtained ~~January 29, 2026~~at (the ~~“Prospectus~~SEC's ~~Supplement”)~~website at www.sec.gov.

On January 29, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“Univest” or the “Placement Agent”), pursuant to which the Company engaged Univest as the exclusive placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares and the Pre-Funded Warrants. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash equal to 7.5% of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connection with the Offering in an amount not to exceed $70,000.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.

The foregoing summaries of the Placement Agency Agreement, the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2 and 4.1, respectively, hereto and incorporated by reference herein.

Copy of the opinion of Ogier relating to the legality of the issuance and sale of the Securities is filed as Exhibits 5.1 hereto.

This report is incorporated by reference into the registration statement on Form F-3 (File No. 333-269348) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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

Forward-Looking Statements

Certain statements 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 USEC.~~S. Securities and Exchange Commission.~~

Exhibit Index

Exhibit No.		Description
4.1		Form of the Pre-Funded Warrants
5.1		Opinion of Ogier
10.1		Placement Agency Agreement, dated January 29, 2026, by and between the Company and Univest Securities, LLC
10.2		Form of Securities Purchase Agreement, dated January 29, 2026, by and among the Company and the purchasers thereto
10.3		Form of Lock-Up Agreement
23.1		Consent of Ogier (included in Exhibit 5.1)

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 2, 2026	By:	/s/ Baohai Xu
Date: February 3, 2026	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

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