Yuefu Co Ltd Files SC 13D for TIAN RUIXIANG Holdings

TL;DR

**Yuefu Co Ltd just dropped a 13D on TIAN RUIXIANG Holdings. Big ownership change incoming.**

AI Summary

On May 21, 2024, Yuefu Co Ltd, through its representative Hua Pang, filed a Schedule 13D regarding TIAN RUIXIANG Holdings Ltd. The filing indicates a change in beneficial ownership, with Yuefu Co Ltd now holding a significant stake in the company's Class A ordinary shares.

Why It Matters

This filing signals a potential shift in control or a significant investment by Yuefu Co Ltd in TIAN RUIXIANG Holdings, which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• Yuefu Co Ltd (company) — Filing entity
• Hua Pang (person) — Representative for Yuefu Co Ltd
• TIAN RUIXIANG Holdings Ltd. (company) — Subject company
• Sheng Xu (person) — Person authorized to receive notices

FAQ

Key Financial Figures

• $0.025 — uer) Class A ordinary share, par value $0.025 per share (Title of Class of Securiti
• $1.5 m — l consideration for the Acquisition was $1.5 million, to be paid in 3,472,222 of the I
• $0.432 — y shares, which was calculated based on $0.432 per share, equivalent to 80% of the clo
• $0.54 — uivalent to 80% of the closing price of $0.54 per share on January 31, 2024, on NASDA

Filing Documents

• tm2415021d1_sc13d.htm (SC 13D) — 57KB
• tm2415021d1_ex99-1.htm (EX-99.1) — 4KB
• tm2415021d1_ex99-2.htm (EX-99.2) — 47KB
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• 0001104659-24-063602.txt ( ) — 3763KB

(d) or 2(e)

Item 2(d) or 2(e) ¨ 6 Citizenship or place of organization British Virgin Islands Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 694,445 (1) 9 Sole dispositive power 0 10 Shared dispositive power 694,445 (1) 11 Aggregate amount beneficially owned by each reporting person 694,445 (1) 12 Check box if the aggregate amount in row (11) excludes certain shares* ¨ 13 Percent of class represented by amount in row (11) 30.6274% (2) 14 Type of reporting person* CO (1) Includes 694,445 Class A ordinary shares acquired by Yuefu on May 7, 2024. The share numbers are retroactively adjusted to a 1-to-5 share consolidation effected on May 14, 2024. (2) The percentage of class is calculated based on 2,267,394 Class A ordinary shares outstanding as of May 14, 2024, which information was provided by the Issuer to the Reporting Persons on May 14, 2024. CUSIP No. G8884K128 1 Name of reporting person I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hua Pang (“ Pang ”) 2 Check the appropriate box if a member of a group* (a) ¨ (b) ¨ 3 SEC use only 4 Source of funds* PF 5 Check box if disclosure of legal proceedings is required pursuant to

(d) or 2(e)

Item 2(d) or 2(e) ¨ 6 Citizenship or place of organization China Number of shares beneficially owned by each reporting person with 7 Sole voting power 0 8 Shared voting power 694,445 (1) 9 Sole dispositive power 0 10 Shared dispositive power 694,445 (1) 11 Aggregate amount beneficially owned by each reporting person 694,445 (1) 12 Check box if the aggregate amount in row (11) excludes certain shares* ¨ 13 Percent of class represented by amount in row (11) 30.6274% (2) 14 Type of reporting person* IN (1) Includes 694,445 Class A ordinary shares acquired by Yuefu on May 7, 2024. Pang is the sole director and sole shareholder of Yuefu. The share numbers are retroactively adjusted to a 1-to-5 share consolidation effected on May 14, 2024. (2) The percentage of class is calculated based on 2,267,394 Class A ordinary shares outstanding as of May 14, 2024, which information was provided by the Issuer to the Reporting Persons on May 14, 2024.

Security and Issuer

Item 1. Security and Issuer. Securities acquired: (i) 694,445 Class A ordinary shares, par value $0.025 per share (“Class A Shares”) Issuer: TIAN RUIXIANG Holdings Ltd (the “ Issuer ”) Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, China

Identity and Background

Item 2. Identity and Background. (a) This statement is filed by Yuefu Company Limited (“ Yuefu ”) and Hua Pang (“ Pang ”, together with Yuefu, the “ Reporting Persons ”). The Reporting Persons are the holders of 30.6274% of Issuer’s outstanding Class A ordinary shares, representing a total of 21.92% of the Issuer’s voting power based on 2,317,394 ordinary shares outstanding as of May 14, 2024, consisting of 2,267,394 Class A ordinary shares (1 vote per share) and 50,000 Class B ordinary shares (18 votes per share). (b) The principal business address of Yuefu is 1/F, 45 Wo Tai Street, Fanling, New Territories, Hong Kong; and the principal business address of Pang is 2 Qingyuan Street, Suning County, Cangzhou City, Hebei Province, China. (c) Yuefu is a holding company and does not have any business operations. Pang is the sole director and sole shareholder of Yuefu. (c) During the past five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws. (f) Yuefu is a company incorporated in the British Virgin Islands. Citizenship of Pang is China.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction. On February 12, 2024, TRX HongKong Investment Limited (“TRX HongKong”), a wholly-owned subsidiary of the Issuer, entered into a sale and purchase agreement (the “SPA”) to acquire Peak Consulting Services Limited ("the Target") from Yuefu, the sole shareholder of the Target. The Target is a licensed insurance brokerage in Hong Kong. Pursuant to the SPA, the acquisition (the “Acquisition”) was conditioned upon, among other things, the completion of a satisfactory diligence review of the Target by TRX HongKong prior to the consummation of the Acquisition. The total consideration for the Acquisition was $1.5 million, to be paid in 3,472,222 of the Issuer’s Class A ordinary shares, which was calculated based on $0.432 per share, equivalent to 80% of the closing price of $0.54 per share on January 31, 2024, on NASDAQ. On May 7, 2024, pursuant to the SPA, the Issuer issued 3,472,222 Class A ordinary shares to Yuefu, representing 30.6274% of the outstanding Class A ordinary shares and 21.92% of the voting rights of the Issuer. On May 14, 2024, the Issuer effected a 1-for-5 share consolidation of its issued and unissued share capital (“Share Consolidation”). As a result of the Share Consolidation, the number of Yuefu’s Class A ordinary shares was reduced to 694,445. Except as set forth in this Item 4, the Reporting Persons have no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of direc

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. SCHEDULE 13D CUSIP No. G8884K128

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filling Agreement, dated May 20, 2024. 99.2 Sale and Purchase Agreement between Tian RUIXIANG Holding Ltd. and Yuefu Company Limited dated February 12, 2024. SCHEDULE 13D CUSIP No. G8884K128

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: May 20, 2024 Yuefu Company Limited By: /s/ Hua Pang Name: Hua Pang Title: Director Hua Pang By: /s/ Hua Pang Name: Hua Pang

View Full Filing

View this SC 13D filing on SEC EDGAR