Tianci International, Inc. (CIIT) SEC Filings

Tianci International, Inc. (CIIT), through its wholly owned subsidiary Tianci Group Holding Limited, entered into an Equipment Procurement Agreement on August 21, 2026 with McQueen Tech Co., Limited of Hong Kong. McQueen will sell Tianci Group US$500,000 of Bitmain Model S21 XP cryptocurrency mining equipment. The agreement provides that Tianci Group will pay US$250,000 on or before August 31, 2026 to a bank account designated by McQueen, with the remaining purchase price payable after Tianci Group completes inspection of the delivered equipment. McQueen will also, without additional consideration, help identify suitable hosting locations and provide advisory services for deployment and operation. The agreement states that Tianci Group plans to enter the cryptocurrency mining business to facilitate settlement of mining trade operations conducted by Tianci International, Inc. and its subsidiaries.

Tianci International, Inc. (CIIT) reports that S.H.N. Financial Investments Ltd. has filed Amendment No. 2 to its Schedule 13G, updating its ownership following a share split. S.H.N. Financial Investments Ltd. is deemed to beneficially own 127,928 Warrants, corresponding to a 9.99% beneficial ownership of Tianci’s common stock.

The 127,928 Warrants are subject to a 9.99% beneficial ownership limitation and give S.H.N. Financial Investments Ltd. sole voting and dispositive power over that amount. An additional 176,484 Warrants, also subject to the 9.99% limitation, are not counted toward its beneficial ownership. The 9.99% figure is calculated based on 1,152,639 shares of common stock outstanding as of August 20, 2026. Nir Shamir, CEO of S.H.N. Financial Investments Ltd., may be deemed to beneficially own these securities but disclaims beneficial ownership for all other purposes.

L1 Capital Global Opportunities Master Fund, Ltd., a Cayman Islands entity, reports beneficial ownership tied to Tianci International, Inc. common stock. It holds 608,824 warrants, representing sole voting and dispositive power over the underlying securities, subject to a 9.99% beneficial ownership limitation.

This position corresponds to 7.4% of Tianci International’s common stock, based on 7,673,907 shares outstanding as referenced in the company’s prospectus and a current report. The amendment also refers to an earlier filing covering 851,700 shares of common stock purchased on June 16, 2026. Directors David Feldman and Joel Arber may be deemed beneficial owners under Rule 13d-3 but disclaim beneficial ownership for other purposes.

S.H.N. Financial Investments Ltd. filed an amended Schedule 13G reporting its beneficial ownership in Tianci International, Inc. common stock. The reporting person now reports beneficial ownership of 304,412 Warrants, representing 3.8% of Tianci’s common stock class, based on 7,673,907 shares of common stock outstanding as referenced in the issuer’s prospectus and current reports.

The amendment explains that this filing updates an earlier report that covered 851,700 shares of common stock purchased on June 16, 2026. S.H.N. Financial Investments Ltd. holds sole voting and dispositive power over the 304,412 Warrants and no shared power. The report indicates ownership of 5 percent or less of the class. Nir Shamir, Chief Executive Officer of S.H.N. Financial Investments Ltd., may be deemed to beneficially own these securities under Rule 13d-3 but expressly disclaims beneficial ownership for all other purposes.

Tianci International, Inc. had its Compensation Committee grant all 100,000 shares of common stock authorized under its 2024 Equity Incentive Plan on July 29, 2026. Of these, 45,000 shares were granted to Chief Executive Officer Shufang Gao, 20,000 shares to Chief Financial Officer Wei Fang, and 20,000 shares to Vice President Ying Deng. The remaining 15,000 shares were granted to an employee and a consultant of the company.

Tianci International Inc. reported that its wholly owned subsidiary Tianci Group Holding Limited has completed incorporating RIDGCORE RESOURCES (PRIVATE) LIMITED in Zimbabwe as an indirect wholly owned subsidiary to serve as the local operating entity for its mineral products business.

The new entity is advancing a lease for approximately 3 hectares (30,000 square meters) of land to develop first-phase warehouse facilities focused on chromium ore. The planned warehouse base is expected to support a priority procurement area of about 360 hectares and provide dynamic storage capacity of about 50,000 metric tons of mineral products. As part of its business plan, the company aims to add approximately 5,000 metric tons of monthly chromium ore supply capacity, targeting a total monthly supply of more than 10,000 metric tons.

Tianci International, Inc. reported the final adjustment terms for its Common Warrants following a previously disclosed Reverse Stock Split. The company determined an “Event Market Price” of $3.06 as of the close of trading on July 21, 2026, representing the lowest volume-weighted average price (VWAP) during the defined Share Combination Adjustment Period.

This Event Market Price governs the adjusted exercise price of the Common Warrants. After this adjustment, the Common Warrants are exercisable for approximately 1,602,795 shares of common stock. The company characterizes this warrant price adjustment as a material modification to the rights of security holders and incorporates it under both the charter-amendment and rights-modification disclosure items.

Tianci International, Inc. implemented a 1‑for‑10 reverse stock split of its common stock, effective July 20, 2026, to help maintain compliance with Nasdaq Listing Rule 5550(a)(2) requiring a minimum $1.00 bid price. Trading continues on the Nasdaq Capital Market under the symbol CIIT with a new CUSIP 88631G403.

Every ten pre‑split shares were automatically reclassified into one share, reducing issued and outstanding common stock from 9,673,907 to 967,391 shares, with no change to authorized shares or par value. Fractional entitlements are rounded up to the nearest whole share. Holders through brokers or banks are not expected to take any action; the transfer agent will adjust book‑entry positions.

The company previously issued Common Warrants for 6,055,000 shares and Placement Agent’s Warrants for 302,750 shares at an initial exercise price of $0.81 per share. After the reverse split, the exercise price adjusts to $8.1 and the warrant share counts to 605,500 and 30,275, respectively, with further automatic adjustments based on the lowest split‑adjusted volume‑weighted average price during a 10‑trading‑day Event Market Price period. As of the close on July 20, 2026, the Event Market Price is $3.0874 and approximately 1,588,570 shares are issuable under the Common Warrants, while preserving the original aggregate exercise price.

Tianci International, Inc. reported progress on its strategic cooperation with Greypole Mining to develop gold and chromium resources in Zimbabwe under a non-binding MOU signed April 14, 2026. The partners are assessing a prospective gold-bearing zone of about 500 hectares in the Gwanda region, including a 42-hectare priority target area, with feasibility and geological evaluations underway.

For chromium, they are focusing on a 1,500-hectare prospective area in Zvishavane, with a core mineralized zone of roughly 420 hectares and ongoing resource delineation and reserve verification. To meet growing chromium demand from Tianci’s clients, the parties plan a localized sourcing and warehousing network in Zimbabwe, including about 12,000 square meters of storage covering a 360-hectare procurement radius and a targeted average supply capacity of 10,000 tonnes of chromium products per month.