Form SC 13G - Statement of acquisition of beneficial ownership by individuals

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

TIAN RUIXIANG Holdings Ltd.

(Name of Issuer)

Class A ordinary shares, par value $0.005 per share

(Title of Class of Securities)

G8884K110

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	¨	Rule 13d-1(b)

	¨	Rule 13d-1(c)

	x	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G8884K110

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1.	Names of Reporting Persons Xu Sheng Investors Co., Ltd.
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization British Virgin Islands

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

342,100*

Sole Dispositive Power

Shared Dispositive Power

342,100*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 342,100*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 8.15%**
12.	Type of Reporting Person FI

*	Represents 342,100 Class A ordinary shares indirectly held by Sheng Xu through Xu Sheng Investors Co., Ltd. as of December 31, 2023.

**	Percentage of class is calculated based on 3,949,745 Class A ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

CUSIP No. G8884K110

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1.	Names of Reporting Persons. Sheng Xu
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization China

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

Sole Voting Power

Shared Voting Power

342,100*

Sole Dispositive Power

Shared Dispositive Power

342,100*

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 342,100*
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9) 8.15%**
12.	Type of Reporting Person IN

*	Represents 342,100 Class A ordinary shares indirectly held by Sheng Xu through Xu Sheng Investors Co., Ltd. as of December 31, 2023.

**	Percentage of class is calculated based on 3,949,745 Class A ordinary shares as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

CUSIP No. G8884K110

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ITEM 1.

(a) Name of Issuer: TIAN RUIXIANG Holdings Ltd.

(b) Address of Issuer’s Principal Executive Offices: Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, The People’s Republic of China

ITEM 2.

2(a) Name of Person Filing:

Xu Sheng Investors Co., Ltd.

Sheng Xu

The shares reported herein are directly held by Xu Sheng Investors Co., Ltd. Sheng Xu is the sole shareholder of Xu Sheng Investors Co., Ltd. Accordingly, Sheng Xu may be deemed to indirectly beneficially own the securities of the Issuer held by Xu Sheng Investors Co., Ltd.

2(b) Address of Principal Business Office, or if None, Residence:

Address of Xu Sheng Investors Co., Ltd.: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

Business address of Sheng Xu: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

2(c) Citizenship:

Xu Sheng Investors Co., Ltd.: British Virgin Islands

Sheng Xu: China

2(d) Title of Class of Securities:

Class A ordinary shares, par value $0.005 per share

2(e) CUSIP Number:

G8884K110

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable.

ITEM 4. OWNERSHIP.

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.

CUSIP No. G8884K110

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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10. CERTIFICATIONS.

Not applicable.

CUSIP No. G8884K110

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2024

	By:	/s/ Sheng Xu
	Name:	Sheng Xu

	Xu Sheng Investors Co., Ltd.

	By:	/s/ Sheng Xu
	Name:	Sheng Xu
	Title:	Director

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

CUSIP No. G8884K110

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LIST OF EXHIBITS

Exhibit No.		Description
99.1		Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares par value of $$0.005 per share, of TIAN RUIXIANG Holdings Ltd., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2024.