Tian Ruixiang Holdings (Nasdaq: TIRX) to Acquire Ucare in $150M in Stock

TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the “Company” or “TRX”), a China-based insurance broker, today announced plans to acquire 100% of issued and outstanding shares of Ucare Inc. (“Ucare”), the sole operator of China’s only cloud-based AI-driven hospital and health insurance risk management platform, in an all-share deal valued at US$150 million. This strategic move aims to unlock new growth opportunities in the health insurance segment.

The Company and its wholly-owned subsidiary, VitaCare Limited (“VitaCare”) have entered into a share exchange agreement (the “Agreement”) with certain shareholders (the “Sellers”) of Ucare and other parties. Under the Agreement, the Sellers will receive 101,486,575 newly-issued class A ordinary shares (“Shares”) of TRX, each with a par value of US$0.025. The number of Shares is calculated based on the weighted average closing price of TRX’s Class A ordinary shares over the three months preceding the Agreement, at a per-share price of US$1.478. The Shares will represent approximately 91.75% of the Company’s total issued and outstanding Class A ordinary shares and approximately 13.70% of its total voting power upon closing, which is subject to customary conditions.

Ucare develops innovative healthcare solutions that enable providers, payers, and institutions to reduce fraud, abuse, waste, and administrative costs. Powered by the largest hospital database, Ucare’s cloud-based generative AI platform continuously refines disease models by integrating real-world data, the latest medical guidelines, and real-time intelligence. Ucare’s vision is to ease the burden on patients, expand coverage, and ultimately improve access to healthcare for everyone. It currently serves over 4,000 hospitals and has contributed an estimated US$6.82 billion reduction in avoidable healthcare expenditures as of December 2024. For the fiscal year ended October 31, 2024, Ucare reported a net profit of US$0.6 million on revenues of US$5.4 million.

This acquisition comes at a time when China’s health insurance market is rapidly expanding to complement national health coverage reforms. By integrating Ucare’s AI-driven data analytics, institutional channels, and clinical treatment guidance tools, TRX aims to build differentiated health insurance products, strengthen their distribution within hospital systems, and accelerate its transition into a data-powered, platform-based insurance service provider.