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1.
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ayrton
Capital LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
U.S.A
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
666,667*
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
666,667*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,667*
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.73%*
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*The
ownership information above is as of the end of business day on June 3, 2021, the day on which the filing of this Schedule 13G was triggered.
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1.
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
666,667*
|
|
6.
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SHARED
VOTING POWER
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
666,667*
|
|
8.
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SHARED
DISPOSITIVE POWER
0
|
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,667*
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.73%*
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|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*The
ownership information above is as of the end of business day on June 3, 2021, the day on which the filing of this Schedule 13G was triggered.
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1.
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Waqas
Khatri
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
State of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
666,667*
|
|
6.
|
SHARED
VOTING POWER
0
|
|
7.
|
SOLE
DISPOSITIVE POWER
666,667*
|
|
8.
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SHARED
DISPOSITIVE POWER
0
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,667*
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.73%*
|
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*The
ownership information above is as of the end of business day on June 3, 2021, the day on which the filing of this Schedule 13G was triggered.
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Item
1.
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(a).
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Name
of Issuer:
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Tian
Ruixiang Holdings Ltd (the “Issuer”)
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(b).
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Address
of issuer’s principal executive offices:
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30A
Jingyuan Art Center, 3 Guangqu Road, Chaoyang District
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Beijing,
People’s Republic of China
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Item
2.
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(a).
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Name
of person filing:
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Ayrton
Capital LLC
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Alto
Opportunity Master Fund SPC -Segregated Master Portfolio B
Waqas
Khatri
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Address
or principal business office or, if none, residence:
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(b).
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Ayrton
Capital, LLC
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55
Post Rd West, 2nd Floor
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Westport,
CT 06880
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Alto
Opportunity Master Fund, SPC – Segregated Master Portfolio B
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Suite
#7, Grand Pavilion Commercial Centre
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802
West Bay Road
Grand
Cayman
P.O.
Box 10250
Cayman
Islands
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Waqas
Khatri
55
Post Rd West, 2nd Floor
Westport,
CT 06880
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(c).
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Citizenship:
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Ayrton
Capital LLC – Delaware Limited Liability Company
Alto
Opportunity Master Fund SPC – Segregated Master Portfolio B – Cayman Islands
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Waqas
Khatri – United States of America
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(d)
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Title
of class of securities:
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Ordinary
Shares, $0.001 Par Value
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CUSIP
No.:
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(e).
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G8884K102
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Item
3.
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If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
N/A
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned:
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Ayrton
Capital LLC – 666,667*
Alto
Opportunity Master Fund SPC – Segregated Master Portfolio B – 666,667*
Waqas
Khatri – 666,667*
Ayrton
Capital LLC – 5.73%*
Alto
Opportunity Master Fund SPC – Segregated Master Portfolio B – 5.73%*
Waqas
Khatri – 5.73 %*
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(c)
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Number
of shares as to which Ayrton Capital LLC has:
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(i)
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Sole
power to vote or to direct the vote
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666,667*
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,
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(ii)
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Shared
power to vote or to direct the vote
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0*
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,
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(iii)
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Sole
power to dispose or to direct the disposition of
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666,667*
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,
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(iv)
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Shared
power to dispose or to direct the disposition of
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0
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.
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Number
of shares as to which has: Alto Opportunity Master Fund SPC – Segregated Master Portfolio B
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(i)
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Sole
power to vote or to direct the vote
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666,667*
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,
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(ii)
|
Shared
power to vote or to direct the vote
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0
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,
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|
|
|
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|
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(iii)
|
Sole
power to dispose or to direct the disposition of
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666,667*
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,
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(iv)
|
Shared
power to dispose or to direct the disposition of
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0
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.
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Number
of shares as to which Waqas Khatri has:
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|
|
|
|
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(i)
|
Sole
power to vote or to direct the vote
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666,667*
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,
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|
|
|
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(ii)
|
Shared
power to vote or to direct the vote
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0
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,
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|
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|
|
|
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(iii)
|
Sole
power to dispose or to direct the disposition of
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666,667*
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,
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(iv)
|
Shared
power to dispose or to direct the disposition of
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0
|
.
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*Shares
reported herein were held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Fund”), a Cayman Islands
exempted company (all of the foregoing, collectively, the “Reporting Persons”). The Fund is a private investment vehicle
for which Ayrton Capital LLC (the “Investment Manager”) serves as the investment manager and Waqas Khatri serves as the managing
member of the Investment Manager. The shares consist of 666,667 common shares and 666,667 warrants (with a 4.99% blocker) as of June
3, 2021. As of June 11, 2021, the Adviser owns 160,417 common shares and 966,667 warrants (with a 4.99% blocker).
By
virtue of these relationships, the Reporting Persons may be deemed to have sole voting and dispositive power with respect to the shares
owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the shares
for purposes of Section 13 of the Exchange Act 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial
ownership of the shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein. The percentage
herein are calculated based upon a statement in the Issuer’s 425B4 filed on June 4, 2021 that there were 11,625,000, ordinary
shares issued and outstanding as of June 4, 2021.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following. [X]
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
N/A
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Item
8.
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Identification
and Classification of Members of the Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule
13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
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.
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Dated:
June 14, 2021
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Ayrton
Capital LLC
|
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By:
|
/s/
Waqas Khatri
|
|
|
Name:
|
Waqas
Khatri
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
Alto
Opportunity Master Fund SPC – Segregated Master Portfolio B
|
|
|
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
|
Name:
|
Waqas
Khatri
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
|
Ayrton
Capital LLC
|
|
|
|
|
|
By
|
Waqas
Khatri
|
|
|
|
|
|
|
By:
|
/s/
Waqas Khatri
|
|
|
Name:
|
Waqas
Khatri
|
|
|
Title:
|
Managing
Member
|
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.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
