6-K

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 August 2021

Commission File Number: 001-39925

TIAN RUIXIANG Holdings Ltd

30A 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):

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: August 10, 2021	By:	/s/ Zhe Wang
	Name:	Zhe Wang
	Title:	Chief Executive Officer

Exhibits

Exhibit No.	Description
99.1	Press Release

EX-99.1

Exhibit 99.1

TIAN RUIXIANG Holdings Ltd Reports Financial Results for the Six Months Ended April 30, 2021

BEIJING, August 10, 2021 /PRNewswire/ -- TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker, announced today its unaudited financial results for the six months ended April 30, 2021.

Mr. Zhe Wang, Chairman of the board of the directors and Chief Executive Officer of the Company, commented, "During the first half of the fiscal year 2021, we delivered significant growth as our revenue increased by 131.3% to $1.64 million, compared to the same period of the fiscal year 2020. Driven by positive results from our marketing activities and continuous economic recovery from the COVID-19 pandemic in China, we achieved our highest ever half year revenue. However, due to the increased professional fees related to the Company’s initial public offering, our net loss increased by 71.4% to $0.40 million compared to the same period of the fiscal year 2020. Looking forward, we will continue to focus on customers’ needs, expand our core service offerings, improve operational efficiency, and strive to achieve sustainable and high-quality growth to create significant value for our shareholders."

First Half of Fiscal Year 2021 Financial Highlights

	For the Six Months Ended April 30,
($ in millions, except per share data)	2021	2020	% Change
Revenue	1.64	0.71	131.3%
Operating expenses	2.10	1.08	95.5%
Loss from operations	(0.46)	(0.37)	26.6%
Operating margin	(28.4)%	(52.0)%	23.6%
Net loss	(0.40)	(0.24)	71.4%
Loss per share	(0.06)	(0.05)	20.0%

· Revenue increased by 131.3% to $1.64 million for the six months ended April 30, 2021, from $0.71 million for the same period of last year, primarily attributable to the growth of our business in China resulting from the increase in our marketing activities.

· Operating expenses increased by 95.5% to $2.10 million for the six months ended April 30, 2021, from $1.08 million for the same period of last year.

· Operating margin was (28.4)% for the six months ended April 30, 2021, compared to (52.0)% for the same period of last year.

· Net loss was $0.40 million for the six months ended April 30, 2021, compared to $0.24 million for the same period of last year.

·Loss per share was $0.06 for the six months ended April 30, 2021, compared to $0.05 for the same period of last year.

First Half of Fiscal Year 2021 Financial Results

Revenue

Revenue increased by $0.93 million, or 131.3%, to $1.64 million for the six months ended April 30, 2021, from $0.71 million for the same period of last year. This significant increase in revenue was primarily attributable to the growth of our business in China resulting from the increase in our marketing activities. We launched aggressive advertising campaigns to attract new customers.

Operating Expenses

Third party and related party selling and marketing expenses increased by $0.33 million, or 61.6%, to $0.86 million for the six months ended April 30, 2021, from $0.53 million for the same period of last year. The increase in selling and marketing expenses was mainly attributable to the increase in our marketing activities and the launch of aggressive advertising campaigns.

Third party and related party general and administrative expenses increased by $0.70 million, or 128.6%, to $1.24 million for the six months ended April 30, 2021, from $0.54 million for the same period of last year. The increase in general and administrative expenses was primarily attributable to the increased professional fees, compensation and related benefits and travel and entertainment expenses, and partially offset by the decreased rent and related utilities expenses.

Total operating expenses increased by $1.02 million, or 95.5%, to $2.10 million for the six months ended April 30, 2021 from $1.08 million for the same period of last year.

Loss from Operations

Loss from operations was $0.46 million for the six months ended April 30, 2021, compared to $0.37 million for the same period of last year.

The operating margin was (28.4)% for the six months ended April 30, 2021, compared to (52.0)% for the same period of last year.

Other Income (Expense)

Other income (expense) primarily includes interest income from notes receivable and bank deposits, and miscellaneous income. Other income, net, was $0.07 million for the six months ended April 30, 2021, compared to $0.14 million for the same period of last year.

Loss before Income Tax

Loss before income tax was $0.40 million for the six months ended April 30, 2021, compared to $0.23 million for the same period of last year.

Income tax expense was $6,917 for the six months ended April 30, 2021, compared to $4,631 for the same period of last year.

Net Loss and Loss per Share

Net loss was $0.40 million for the six months ended April 30, 2021, compared to $0.24 million for the same period of last year. After deduction of non-controlling interest, net loss attributable to TIRX ordinary shareholders was $0.40 million, or loss per share of $0.06 for the six months ended April 30, 2021, compared to $0.24 million, or loss per share of $0.05 for the same period of last year.

Financial Conditions

As of April 30, 2021, the Company had cash and cash equivalents of $18.16 million, compared to $6.14 million as of October 31, 2020. Total working capital was $18.10 million as of April 30, 2021, compared to $8.27 million as of October 31, 2020.

Net cash provided by operating activities was $1.09 million for the six months ended April 30, 2021, compared to net cash used in operating activities of $0.13 million for the same period of last year.

There were no investing activities for the six months ended April 30, 2021, net cash used in investing activities was $5,935 for the same period of last year.

Net cash provided by financing activities was $10.71 million for the six months ended April 30, 2021, compare to net cash used in financing activities of $0.34 million for the same period of last year.

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. Additionally, the Company also provides risk management services to institutional customers. 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 risk factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

For investor and media enquiries, please contact:

TIAN RUIXIANG Holdings Ltd

Investor Relations Department

Email: ir@tianrx.com

Ascent Investor Relations LLC

Tina Xiao

Phone: +1 917-609-0333

Email: tina.xiao@ascent-ir.com

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)
	As of
	April 30, 2021		October 31, 2020
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	18,160,102	$	6,137,689
Restricted cash		810,279		785,806
Accounts receivable		359,268		1,247,059
Deferred offering costs		-		895,567
Prepaid expenses and other current assets		370,584		494,476
Total Current Assets		19,700,233		9,560,597
NON-CURRENT ASSETS:
Security deposit - noncurrent portion		7,813		7,419
Property and equipment, net		11,824		15,097
Intangible assets, net		155,791		160,219
Right-of-use assets, operating leases, net		268,992		317,141
Total Non-current Assets		444,420		499,876
Total Assets	$	20,144,653	$	10,060,473
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Note payable	$	75,689	$	-
VAT and other taxes payable		525,120		548,630
Salary payable		353,139		129,711
Accrued liabilities and other payables		436,906		180,394
Due to related parties		46,547		241,097
Operating lease liabilities		144,485		170,082
Operating lease liabilities - related party		23,213		18,737
Total Current Liabilities		1,605,099		1,288,651
NON-CURRENT LIABILITIES:
Operating lease liabilities - noncurrent portion		91,547		123,404
Operating lease liabilities - related party - noncurrent portion		-		9,705
Total Non-current Liabilities		91,547		133,109
Total Liabilities		1,696,646		1,421,760
EQUITY:
TIAN RUIXIANG Holdings Ltd Shareholders' Equity:
Ordinary shares: $0.001 par value; 50,000,000 shares authorized;
Class A ordinary shares: $0.001 par value; 47,500,000 shares authorized; 6,825,000 and 3,750,000 shares issued and outstanding at April 30, 2021 and October 31, 2020, respectively		6,825		3,750
Class B ordinary shares: $0.001 par value; 2,500,000 shares authorized; 1,250,000 shares issued and outstanding at April 30, 2021 and October 31, 2020		1,250		1,250
Additional paid-in capital		17,609,386		7,696,468
Retained earnings		480,141		884,076
Statutory reserve		170,066		170,066
Accumulated other comprehensive income (loss) - foreign currency translation adjustment		179,828		(117,392	)
Total TIAN RUIXIANG Holdings Ltd shareholders' equity		18,447,496		8,638,218
Non-controlling interest		511		495
Total Equity		18,448,007		8,638,713
Total Liabilities and Equity	$	20,144,653	$	10,060,473

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(IN U.S. DOLLARS)
	For the Six Months Ended April 30,
	2021			2020
REVENUES
Commissions	$	1,636,835		$	707,794
Total Revenues		1,636,835			707,794
OPERATING EXPENSES
Selling and marketing		858,448			518,734
Selling and marketing - related parties		940			13,038
General and administrative - professional fees		656,534			49,240
General and administrative - compensation and related benefits		424,225			355,710
General and administrative - related parties		10,139			4,716
General and administrative - other		152,044			134,141
Total Operating Expenses		2,102,330			1,075,579
LOSS FROM OPERATIONS		(465,495	)		(367,785	)
OTHER INCOME (EXPENSE)
Interest income		1,038			87,886
Interest income - related party		-			6,390
Other income		67,438			42,431
Total Other Income, net		68,476			136,707
LOSS BEFORE INCOME TAXES		(397,019	)		(231,078	)
INCOME TAXES		6,917			4,631
NET LOSS	$	(403,936	)	$	(235,709	)
LESS: NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(1	)		(2	)
NET LOSS ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS	$	(403,935	)	$	(235,707	)
COMPREHENSIVE LOSS:
NET LOSS		(403,936	)		(235,709	)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency translation gain (loss)		297,237			(23,551	)
COMPREHENSIVE LOSS	$	(106,699	)	$	(259,260	)
LESS: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST		16			(4	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS	$	(106,715	)	$	(259,256	)
NET LOSS PER ORDINARY SHARE ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS:
Basic and diluted	$	(0.06	)	$	(0.05	)
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:
Basic and diluted		6,560,497			5,000,000

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)
	For the Six Months Ended April 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(403,936	)	$	(235,709	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense and amortization of intangible assets		13,492			13,679
Amortization of right-of-use assets		132,622			-
Changes in operating assets and liabilities:
Accounts receivable		923,218			(92,021	)
Security deposit		4,495			1,626
Prepaid expenses and other current assets		134,880			32,093
Due from related parties		-			(15,245	)
VAT and other taxes payable		(41,633	)		(4,307	)
Salary payable		218,031			76,746
Accrued liabilities and other payables		250,097			10,923
Due to related parties		10,071			57,711
Operating lease liabilities - related party		(6,141	)		25,331
Operating lease liabilities		(141,073	)		-
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		1,094,123			(129,173	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(5,935	)
NET CASH USED IN INVESTING ACTIVITIES		-			(5,935	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from note payable		75,165			-
Proceeds received from related parties' borrowings		1,652,137			-
Repayments made for related parties' borrowings		(1,863,143	)		-
Proceeds received from equity offering		12,300,000			5,000
Disbursements for equity offering costs		(1,449,770	)		(349,345	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		10,714,389			(344,345	)
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH		238,374			(19,561	)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		12,046,886			(499,014	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH  - beginning of period		6,923,495			6,966,586
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period	$	18,970,381		$	6,467,572
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	-		$	-
Income taxes	$	597		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Payments made by related parties on the Company's behalf	$	267,610		$	-
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period	$	6,137,689		$	6,243,029
Restricted cash at beginning of period		785,806			723,557
Total cash, cash equivalents and restricted cash at beginning of period	$	6,923,495		$	6,966,586
Cash and cash equivalents at end of period	$	18,160,102		$	5,743,827
Restricted cash at end of period		810,279			723,745
Total cash, cash equivalents and restricted cash at end of period	$	18,970,381		$	6,467,572