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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 12, 2026
______________
TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
______________
| Nevada |
001-42591 |
45-5540446 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
Unit 1109, Lippo Sun Plaza, 28 Canton Road,
Tsim Sha Tsui, Kowloon, Hong
Kong 999077
(Address of Principal Executive Office) (Zip Code)
852-266-21800
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
CIIT |
|
Nasdaq Capital Market
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
| Item 3.02 | Unregistered Sales of Equity Securities |
On October 12, 2026, two subsidiaries of Tianci International,
Inc., RQS United Group Limited (“RQS”) and Roshing International Co., Limited (“Roshing” and, collectively with
RQS, the “Tianci Parties”), entered into an Enterprise AI Intelligent Integration Platform Service Agreement (the “Agreement”)
with Linknex Limited, a limited company organized in Hong Kong. The Tianci Parties engaged Linknex to develop an enterprise AI intelligent
integration platform with functions related to each of the businesses in which the Tianci Parties are engaged and tools required to integrate
those businesses.
The parties intend to supplement the Agreement with
a Statement of Work specifying the specific scope, specifications, milestones and acceptance criteria applicable to the Agreement. Linknex
will then deliver the system in modular mode and will provide the personnel of the Tianci Parties with necessary training.
The consideration to be paid by the Tianci Parties
for Linknex’s services will consist of (a) cash in the amount of $146,700 and (b) 180,000 shares of the common stock of Tianci International,
Inc., to be issued within twenty business days after the shares are listed on Nasdaq.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| |
Tianci International, Inc. |
| |
|
|
|
Date: October 15, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, CEO
|
