天睿祥美股招股说明书(2025-10-14版)

Up to 4,000,000 Ordinary Warrants to Purchase up to 4,000,000 ClassA Ordinary Shares(and the ClassA Ordinary Shares underlying such Ordinary Warrants) We are offering 2,000,000 ClassA ordinary shares together with warrants to purchase up to 4,000,000 ClassA ordinary shares (the “Ordinary Warrants”). TheOrdinary Warrants are immediately exercisable upon issuance and will expire on the date that is the five-year anniversary from original issuance date. Thecombined purchase price of each ClassA ordinary share and accompanying Ordinary Warrant is US$1.50. Each ClassA ordinary share has a par value ofUS$0.125 per share. The ClassA ordinary shares and Ordinary Warrants are immediately separable and issued separately but must be purchased together in this offering. Thisprospectus supplement and the accompanying prospectus register the issuance of the ClassA ordinary shares, Ordinary Warrants, and the ClassA ordinaryshares issuable upon exercise of the Ordinary Warrants (collectively, the “Securities”). The ClassA ordinary shares are listed on the Nasdaq Capital Market under the symbol “TIRX.” The last reported sale price of the ClassA ordinary shares onOctober10, 2025 was US$1.27 per ClassA ordinary share. There is no established public trading market for the Ordinary Warrants, and we do not expect amarket to develop. We do not intend to apply for listing of the Ordinary Warrants on any securities exchange or nationally recognized trading system. The Securities will be offered at a fixed price and are expected to be issued in a single closing. However, our ClassA ordinary shares underlying the OrdinaryWarrants will be offered on a continuous basis pursuant to Rule415 under the Securities Act of 1933, as amended (the “Securities Act”). We have entered intosecurities purchase agreements (the “Purchase Agreements”) relating to the offering with certain institutional investors, and the closing of the offering isexpected to take place on October14, 2025. The offering will settle delivery versus payment/receipt versus payment (on the closing date we will issue theClassA ordinary shares directly to the account(s)at the Financial Advisor (as defined below) identified by each purchaser; upon receipt of such shares, theFinancial Advisor shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by the Financial Advisor(or its clearing firm) by wire transfer to us). We have retained A.G.P./Alliance Global Partners (the “Financial Advisor”) to act as our financial advisor in connection with this offering. The FinancialAdvisor is not purchasing or selling any of the securities offered pursuant to this prospectus supplement and the accompanying prospectus and the FinancialAdvisor is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We will pay the Financial Advisor a cash fee of7.5% of the gross proceeds raised in the offering. See “Plan of Distribution” beginning on pageS-24 of this prospectus supplement for more informationregarding these arrangements. We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, as amended, and, as such, will be subject to reduced publiccompany reporting requirements. Our ordinary shares consist of ClassA ordinary shares and ClassB ordinary shares. Each ClassA ordinary share is entitled to one vote, and each ClassBordinary share is entitled to 600 votes on all matters subject to vote at general meetings of our Company. Each ClassB ordinary share can be convertible intoClassA ordinary share at any time at the option of the holder thereof. A holder of our ClassA ordinary shares has no right to convert such holder's ClassAordinary shares into ClassB ordinary shares under any circumstances under our memorandum and articles of association. Upon any sale, transfer, assignmentor disposition of any ClassB ordinary share by a shareholder to any person who is not any of Zhe Wang, Sheng Xu or Mingxiu Luan (each of whom is referredto as a “Founder”) or any entity that is ultimately controlled by any of the Founders (the “Founder Affiliate”), or upon a change of ultimate beneficialownership of any ClassB ordinary share to any person who is not a Founder or Founder Affiliate, such ClassB ordinary share shall entitle such person to 600votes on all matters subject to vote at general meetings of the Company. On December15, 2022, the Public Company Accounting Oversight Board (the “PCAOB”) announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated itsprevious 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainlandChina and Hong Kong. The PCAOB inspections team has also completed fieldwork for 2023, with the complete access required under