Tianci International, Inc. Announces Closing of US$4.9 Million Public Offering

Tianci International (NASDAQ:CIIT) closed a registered public offering of 6,055,000 units at US$0.81 per unit, raising approximately US$4.9 million in gross proceeds.

Rhea-AI Summary

Tianci International (NASDAQ:CIIT) closed a registered public offering of 6,055,000 units at US$0.81 per unit, raising approximately US$4.9 million in gross proceeds.

Each unit includes one share (or pre-funded warrant) and one common warrant, exercisable at US$0.81 for three years. Proceeds will fund working capital, general purposes, product development and capacity expansion.

Positive

• US$4.9 million gross proceeds to support working capital and growth projects
• 6,055,000 units sold at US$0.81 on a registered public offering basis
• Common warrants exercisable at US$0.81 may provide additional future capital
• Proceeds earmarked for product iteration, development and production capacity expansion

Negative

• Issuance of 6,055,000 shares and matching warrants may dilute existing shareholders
• Additional dilution possible if all common warrants are exercised over three years

Argus Jun 18 session

-11.65% close to close Open Argus

Details

News Market Reaction – CIIT

On Jun 18, the first trading day after this news, CIIT closed 11.65% below the previous close.

Data tracked by StockTitan Argus for the Jun 18 session.

Key Figures

Units offered: 6,055,000 units Offering price: US$0.81 per Unit Gross proceeds: US$4.9 million +5 more

Units offered

6,055,000 units

Registered public offering just closed

Offering price

US$0.81 per Unit

Public unit offering pricing

Gross proceeds

US$4.9 million

Total gross proceeds before fees from the offering

Warrant exercise price

US$0.81

Common Warrant exercise price, equal to Unit offering price

Warrant term

3 years

Common Warrants expire on third anniversary of issuance

Estimated net proceeds

US$4.2M

Estimated net proceeds on full sale per 424B4 prospectus

Revenue current period

$7,702,911

Revenue for six months ended January 31, 2026

Revenue prior period

$5,060,143

Revenue for six months ended January 31, 2025

Previous Offering Reports

3 past events · Latest: Jun 16

Same Type 3 events

1. Jun 16

   Offering pricing

   24h Move

   -70.1%

   Pricing of 6,055,000-unit public offering at $0.81 with attached warrants.

2. Apr 11

   Offering closing

   24h Move

   +9.9%

   Closing of $7M Nasdaq public offering of 1,750,000 shares at $4.00.

3. Apr 09

   Uplisting & offering

   24h Move

   -35.0%

   Nasdaq uplisting and pricing of $7M offering at $4.00 per share.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrant, common warrant, anti-dilution adjustments, registration statement on form s-1

4 terms

pre-funded warrant financial

"one share of common stock of the Company (or pre-funded warrant in lieu thereof)"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

common warrant financial

"and one common warrant to purchase one share of common stock of the Company"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

anti-dilution adjustments financial

"The warrant exercise price is subject to customary anti-dilution adjustments in connection"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

registration statement on form s-1 regulatory

"The Company's Registration Statement on Form S-1 (File No. 333-296417) was filed"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

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HONG KONG, HK / ACCESS Newswire / June 17, 2026 / Tianci International, Inc. (NASDAQ:CIIT) ("Company" or "Tianci"), a global logistics service provider specializing in ocean freight forwarding, today announced the closing of its previously announced registered offering of 6,055,000 units (each, a "Unit"), on a best efforts basis, at an offering price of US$0.81 per Unit (the "Offering").

Each Unit consists of one share of common stock of the Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0001 per share, and one common warrant to purchase one share of common stock of the Company (the "Common Warrant"). Each Common Warrant is immediately exercisable upon issuance at an initial exercise price of US$0.81, which is equal to the public offering price per Unit. The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity sale and other corporate restructurings. The warrants will expire on the third anniversary of the issuance date.

The company received total gross proceeds of approximately US$4.9 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses. The Company intends to use the net proceeds from the Offering for working capital requirements, general corporate purposes, as well as further product iteration & development and production capacity expansion.

Maxim Group LLC acted as the sole placement agent for the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Pryor Cashman LLP acted as U.S. securities counsel to the placement agent, in connection with the Offering.

The Company's Registration Statement on Form S-1 (File No. 333-296417) was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective on June 15, 2026. The Offering was made exclusively by means of a prospectus contained within the effective S-1 registration statement, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the registration statement can be accessed through the SEC website at www.sec.gov.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering, sale or solicitation shall be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration, exemption or qualification under the local securities laws of such jurisdiction.

About Tianci International, Inc.

Tianci International Inc., through its subsidiary Roshing, provides global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing's logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific Region, including Japan, South Korea, and Vietnam. The Company's mission is to provide customers with efficient, reliable, and safe shipping services that create value. Beyond logistics, Roshing has expanded into global trade of minerals by sourcing high-grade minerals directly from resource-rich regions for resale. In addition, the Company generates revenue from the sale of electronic parts and business consulting services. For more information, please visit the Company's website: tianci-ciit.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's current expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes" and "expects" or similar expressions, are forward-looking statements.

This press release contains forward-looking statements, among other items, regarding the Company's ability to satisfy closing conditions related to the offering. All of our forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are encouraged to review the section titled "Risk Factors" in the Registration Statement, as well as other disclosures contained in such Registration Statement and the Company's other filings made with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For investor and media inquiries, please contact:

Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com

SOURCE: Tianci International, Inc.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key details of Tianci International's US$4.9 million stock offering (NASDAQ:CIIT)?

Tianci International completed a public offering of 6,055,000 units at US$0.81 per unit, raising about US$4.9 million in gross proceeds. Each unit includes one common share (or pre-funded warrant) and one common warrant exercisable at US$0.81.

What does each unit in Tianci International's June 17, 2026 CIIT offering include?

Each unit consists of one share of common stock, or a pre-funded warrant instead, plus one common warrant. The common warrant is immediately exercisable at US$0.81 per share and carries standard anti-dilution adjustments and a three-year expiration period.

How will Tianci International (CIIT) use the proceeds from its June 2026 public offering?

Tianci plans to use net proceeds for working capital and general corporate purposes. According to the company, funds will also support further product iteration and development, as well as expansion of production capacity to underpin its global logistics operations.

When do the common warrants from Tianci International's 2026 CIIT offering expire?

The common warrants issued with Tianci's units will expire on the third anniversary of their issuance date. They are immediately exercisable at US$0.81 per share and include customary anti-dilution adjustments for share splits, combinations, dividends and similar corporate actions.

How was Tianci International's June 2026 CIIT offering registered with the SEC?

The offering was conducted under an effective Registration Statement on Form S-1, file number 333-296417. According to the company, the SEC declared this registration effective on June 15, 2026, allowing the public sale of the 6,055,000 units.

Who acted as placement agent for Tianci International's June 2026 CIIT unit offering?

Maxim Group LLC served as the sole placement agent for Tianci International's best-efforts unit offering. According to the company, Ortoli Rosenstadt advised Tianci on U.S. securities matters, while Pryor Cashman acted as U.S. securities counsel to the placement agent.