SCHEDULE: Intracoastal Capital Boosts TIAN RUIXIANG Stake to 9.99%

Sentiment:

Beneficial Ownership Report


Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, reported a 9.99% beneficial ownership stake in TIAN RUIXIANG Holdings Ltd. Class A ordinary shares.

Capital raiseThe filing references a Securities Purchase Agreement (SPA) on January 29, 2026, under which 3,040,000 Class A Ordinary Shares were to be issued to Intracoastal.A Second Securities Purchase Agreement (Second SPA) on February 3, 2026, resulted in the issuance of 7,200,000 Class A Ordinary Shares and 200,000 Class A Ordinary Shares upon exercise of an option to Intracoastal.

Summary

  • Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (collectively, the "Reporting Persons") jointly reported beneficial ownership of 10,100,615 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd.
  • This aggregate amount represents 9.99% of the Class A ordinary shares outstanding.
  • The ownership includes shares issuable upon exercise of Intracoastal Warrant 1 (5,333 shares), Intracoastal Warrant 2 (5,400 shares), and the Intracoastal Option (10,089,882 shares) acquired via a Securities Purchase Agreement (SPA) and a Second SPA.
  • The Reporting Persons hold shared voting and dispositive power over all 10,100,615 beneficially owned shares.
  • Certain warrants and options held by Intracoastal Capital LLC contain blocker provisions, preventing exercise if it would result in beneficial ownership exceeding 4.99% or 9.99% respectively, to avoid triggering certain reporting thresholds or control implications.
  • The securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, as it indicates a significant and structured investment by an institutional group, which can be a vote of confidence in the company's long-term prospects, despite being a routine ownership disclosure.

Positives

  • Increased institutional ownership by Intracoastal Capital LLC, Mitchell P. Kopin, and Daniel B. Asher, signaling confidence in TIAN RUIXIANG Holdings Ltd.
  • The acquisition of shares through a Securities Purchase Agreement and a Second SPA indicates a structured investment by a sophisticated investor.

Future Outlook

The filing does not contain any forward-looking statements or guidance from TIAN RUIXIANG Holdings Ltd. regarding its future performance or strategic direction.

Industry Context

StockSavvy.ai notes that an increase in institutional ownership, particularly by a group of investors like Intracoastal Capital, can often be interpreted by the market as a positive signal, suggesting that experienced investors see value in the company. This type of filing primarily reflects changes in ownership structure rather than operational performance or industry trends.

Stakeholder Impact

  • Shareholders: The increased institutional ownership could be viewed positively, potentially enhancing market confidence and liquidity.
  • Company Management: The investment provides capital and potentially a more stable shareholder base.

Key Dates

DateDescription
01/29/2026Date of event requiring the filing, including the execution of the initial Securities Purchase Agreement (SPA) with the Issuer.
02/03/2026Execution of the Second Securities Purchase Agreement (Second SPA) with the Issuer.
02/04/2026Close of business date for which beneficial ownership is reported and the filing date of this Schedule 13G.

Keywords

TIAN RUIXIANG Holdings Ltd, Intracoastal Capital LLC, Schedule 13G, Beneficial Ownership, Class A ordinary shares, Institutional Investment, Equity Stake, SEC Filing

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