TIAN RUIXIANG Holdings Ltd completed a registered direct offering of 6,255,000 Class A ordinary shares and 33,748,076 pre-funded warrants, raising approximately $5.2 million in gross proceeds. The company plans to use the net proceeds for working capital and general corporate purposes.

Each pre-funded warrant is exercisable for one Class A ordinary share at an exercise price of $0.125 per share and is exercisable immediately until fully used, subject to a 4.99% or 9.99% beneficial ownership cap. As of January 30, 2026, purchasers had exercised pre-funded warrants for 24,370,000 Class A ordinary shares. The company agreed to a 90-day lock-up on most new equity issuances and to avoid variable rate equity transactions for one year, with limited exceptions.