F-1MEF 1 tm2116606d9_f1mef.htm F-1MEF

 

 

 

As filed with the Securities and Exchange Commission on June 3, 2021

 

Registration No.             

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

TIAN RUIXIANG Holdings Ltd

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   6411   Not Applicable
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification Number)

 

30A Jingyuan Art Center, 3 Guangqu Road,

Chaoyang District, Beijing, People’s Republic of China

(010) 87529554

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Cogency Global Inc.

122 East 42nd St, 18th Floor

New York, NY 10168
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:
 

Ying Li, Esq.

Guillaume de Sampigny, Esq.

Hunter Taubman Fischer & Li LLC

800 Third Avenue, Suite 2800
New York, NY 10022
(212) 530-2206

 

David E. Danovitch, Esq.

Angela Gomes, Esq.
Hans Ge, Esq.

Sullivan & Worcester LLP

1633 Broadway

New York, NY 10074

(212) 660-3000

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or the Securities Act, check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x (File No. 333- 256574)

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered 

Proposed
maximum
aggregate offering
price(1)(2)

 

Amount of
registration
fee

 
Units consisting of:  US$6,000,000  US$654.60 
(i) Class A ordinary shares, par value US$0.001 per share      (3)
(ii) Warrants to purchase Class A ordinary shares      (3)
Class A ordinary shares issuable upon exercise of Warrants  US$6,600,000  US$720.06 
Total  US$12,600,000  US$1,374.66 

 

(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. TIAN RUIXIANG Holdings Ltd previously registered securities with a proposed maximum aggregate offering price of $30,000,000 on a Registration Statement on Form F-1 (File No. 333-256574), as amended (the “Related Registration Statement”), and paid a registration fee of US$7,053.32. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is hereby registered.
   
(2) In accordance with Rule 416 under the Securities Act, the registrant is also registering an indeterminate number of additional Class A ordinary shares that may be issuable after the date hereof as a result of share splits, share dividends, or similar transactions.
   
(3) No fee required pursuant to Rule 457(g) under the Securities Act.

 

The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. 

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-256574) initially filed by TIAN RUIXIANG Holdings Ltd (the “Company”) with the Securities and Exchange Commission (the “Commission”) on May 27, 2021, which was declared effective by the Commission on June 2, 2021, including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

 

The required opinions and consents are listed on an Exhibit Index attached hereto.

 

 

 

 

EXHIBIT INDEX

 

(a) Exhibits. The following exhibits are included herein or incorporated herein by reference:

 

The following documents are filed as part of this registration statement:

 

Exhibit No.   Description
5.1   Opinion of Harney Westwood & Riegels regarding the validity of the Class A ordinary shares and warrants being registered
5.2   Opinion of Hunter Taubman Fischer & Li LLC regarding the enforceability of warrants being registered
23.1   Consent of RBSM LLP, an independent registered public accounting firm  
23.2   Consent of Harney Westwood & Riegels (included in Exhibit 5.1)
23.4   Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.2)
24.1   Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form F-1 of TIAN RUIXIANG Holdings Ltd (File No. 333-256574) initially filed with the Securities and Exchange Commission on May 27, 2021)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on June 3, 2021.

 

  TIAN RUIXIANG Holdings Ltd

 

  By: /s/ Zhe Wang
    Name:  Zhe Wang
    Title: Chairman, Chief Executive Officer, and Director

  

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
/s/ Zhe Wang   Chairman, Chief Executive Officer, and Director   June 3, 2021
Name: Zhe Wang   (Principal Executive Officer)    
     
*   Chief Financial Officer   June 3, 2021
Name: Mingxiu Luan   (Principal Financial and Accounting Officer)    
         
*        
Name: Sheng Xu   Director   June 3, 2021
         
*        
Name: Hai Jiang   Director    June 3, 2021
         
*        
Name: Benjamin Andrew Cantwell   Director    June 3, 2021
         
*        
Name: Michael J. Hamilton   Director   June 3, 2021

 

*By:

/s/ Zhe Wang  
Name: Zhe Wang
Attorney-in-fact

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on June 3, 2021.

  

  Cogency Global Inc.
     
  By: /s/ Colleen A. De Vries
  Name: Colleen A. De Vries
  Title: Senior Vice President on behalf of Cogency Global Inc.